Common use of Incremental Loan Facility Clause in Contracts

Incremental Loan Facility. (i) At any time and from time to time prior to the Tranche B-2 Maturity Date, subject to the terms and conditions set forth herein, the Borrower may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request to add one or more additional tranches of loans (“Incremental Loans” and each such tranche, an “Incremental Facility”), provided that at the time of each such request and upon the effectiveness of each Incremental Facility Amendment, (A) no Event of Default has occurred and is continuing or shall result therefrom, (B) the Borrower shall be in compliance on a Pro Forma Basis with the covenants contained in Sections 6.14 and 6.15 recomputed as of the last day of the most-recently ended Fiscal Quarter for which financial statements have been delivered pursuant to Section 5.01(a) or (b), and (C) the Borrower shall have delivered a certificate of a Financial Officer to the effect set forth in clauses (A) and (B) above, together with reasonably detailed calculations demonstrating compliance with clause (B) above. Notwithstanding anything to the contrary herein, the sum of (i) the aggregate principal amount of all Permitted Pari Passu Indebtedness incurred since the Second ARCA Effective Date and (ii) all commitments, loans and other extensions of credit made available under the Incremental Facilities since the Second ARCA Effective Date shall not exceed $800,000,000. Each Incremental Facility shall be in an amount that is an integral multiple of $5,000,000 and not less than $50,000,000, provided that an Incremental Facility may be in any amount less than $50,000,000 if such amount represents all the remaining availability under the Incremental Facilities pursuant to the immediately preceding sentence. (ii) The Incremental Loans shall rank pari passu or junior in right of payment in respect of the Collateral and with the obligations in respect of the Revolving Commitments, the Tranche A Term Loans, the Tranche A-2 Term Loans, the Tranche B-1 Term Loans and the Tranche B-2 Term Loans. In addition, (A) any Incremental Facility providing for term loans shall (1) not have a final maturity date earlier than the Tranche B-1 Maturity Date or the Tranche B-2 Maturity Date, or a Weighted Average Life to Maturity that is shorter than the Weighted Average Life to Maturity of the then-remaining Tranche B-1 Term Loans or Tranche B-2 Term Loans, (2) for purposes of prepayments, be treated substantially the same as (and in any event no more favorably than) the Tranche B-1 Term Loans and the Tranche B-2 Term Loans and (3) otherwise have terms that are no more favorable to the lenders providing such Incremental Facility than the terms applicable to the Tranche B-1 Term Loans and the Tranche B-2 Term Loans, provided that (w) if the Applicable Rate relating to the term loans under any Incremental Facility exceeds the Applicable Rate relating to the Tranche B-1 Term Loans by more than 0.25%, the Applicable Rate relating to the Tranche B-1 Term Loans shall be adjusted to be equal to the Applicable Rate relating to such Incremental Loans, (x) if the Applicable Rate relating to the term loans under any Incremental Facility exceeds the Applicable Rate relating to the Tranche B-2 Term Loans by more than 0.25%, the Applicable Rate relating to the Tranche B-2 Term Loans shall be adjusted to be equal to the Applicable Rate relating to such Incremental Loans, (y) if as a result of any adjustments made pursuant to the preceding clauses (w) and (x) the Applicable Rate relating to the Tranche B-1 Term Loans would exceed the Applicable Rate relating to the Tranche B-2 Term Loans, the Applicable Rate relating to the Tranche B-2 Term Loans shall be increased in the amount required to eliminate such excess and (z) any determination of the Applicable Rate relating to Incremental Loans, Tranche B-1 Term Loans or Tranche B-2 Term Loans under the foregoing clause (x), (y) or (z), as applicable, shall include all upfront or similar fees or original issue discount payable to the Lenders providing such Loans) and (B) any Incremental Facility providing for revolving loans shall (1) not have a final maturity date, or a commitment availability period that ends, earlier than the latest Revolving Maturity Date then applicable and (2) be subject to other terms that are similar to the terms then available in the bank financing market to companies having a credit quality similar to the Borrower as determined by a Financial Officer in good faith. (iii) Each notice from the Borrower pursuant to this Section 2.01(g) shall set forth the requested amount and proposed terms of the relevant Incremental Facility. Any bank, financial institution or other Person (whether or not an existing Lender or Affiliate of an existing Lender) that elects to provide any Incremental Facility (each, an “Incremental Lender”) shall be reasonably satisfactory to the Borrower and (other than in the case of existing Lenders providing only term loans under such Incremental Facility) the Administrative Agent and the Syndication Agent; provided that no existing Lender shall be obligated to provide any Incremental Loans, unless it so agrees. Any Incremental Facility will be effected pursuant to an amendment (an “Incremental Facility Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, the Incremental Lenders providing such Incremental Facility (and no other Lenders) and the Administrative Agent. Upon the effectiveness of any Incremental Facility Amendment, each Incremental Lender shall become a “Lender” under this Agreement with respect to its obligations under such Incremental Facility, and the commitments of the Incremental Lenders in respect of such Incremental Facility shall become “Commitments” hereunder; and any Incremental Loans under such Incremental Facility shall, when made, constitute “Loans” under this Agreement. In addition, any Incremental Facility Amendment may, without the consent of any Lenders other than the Incremental Lenders, effect such amendments to any Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.01(g) (including to provide for voting provisions applicable to the Incremental Lenders comparable to the provisions of clause (B) of the second proviso of Section 9.02(b)). The effectiveness of an Incremental Facility Amendment shall, unless otherwise agreed to by the Administrative Agent and the Incremental Lenders, be subject to the satisfaction on the date thereof (an “Incremental Facility Closing Date”) of each of the conditions set forth in Section 4.03 (it being understood that all references to “the date of such Borrowing” in Section 4.03 shall be deemed to refer to the Incremental Facility Closing Date). The proceeds of Incremental Loans will be used only for working capital and other general corporate purposes (including to finance Permitted Acquisitions or Capital Expenditures, in each case to the extent otherwise permitted hereunder). Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving Loans. Amounts repaid or prepaid in respect of Term Loans may not be reborrowed.

Incremental Loan Facility. (i) At any time and from time to time prior to the Tranche B-2 Maturity Datetime, subject to the terms and conditions set forth herein, the Borrower may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request an increase to add one or more additional tranches of loans the Revolving Commitment (“Incremental Loans” Facility”; and each such tranchethe Loans made thereunder, an the “Incremental FacilityLoans”), provided that at the time of each such request and upon the effectiveness of each Incremental Facility Amendment, (A) no Event of Default has occurred and is continuing or shall result therefrom, (B) the Borrower shall be in compliance on a Pro Forma Basis pro forma basis with the covenants contained in Sections 6.14 6.12 and 6.15 6.13 recomputed as of the last day of the most-recently ended Fiscal Quarter for which financial statements have been delivered pursuant to Section 5.01(a) or (b), (C) the total Revolving Commitments hereunder after giving effect to such Incremental Facility shall not exceed $50,000,000, and (CD) the Borrower shall have delivered a certificate of a Financial Officer to the effect set forth in clauses (A) and ), (B) and, if applicable, (C), above, together with reasonably detailed calculations demonstrating compliance with clause clauses (B) and, if applicable, (C), above. Notwithstanding anything to the contrary herein, the sum of (i) the aggregate principal amount of all Permitted Pari Passu Indebtedness incurred since the Second ARCA Effective Date and (ii) all commitments, loans and other extensions of credit made available under the Incremental Facilities since the Second ARCA Effective Date shall not exceed $800,000,000. Each Incremental Facility shall be in an amount that is an integral multiple of $5,000,000 1,000,000 and not less than $50,000,000, provided that an Incremental Facility may be in any amount less than $50,000,000 if such amount represents all 5,000,000 (unless otherwise agreed to by the remaining availability under the Incremental Facilities pursuant to the immediately preceding sentenceAdministrative Agent). (ii) The Any Incremental Loans Facility provided pursuant to this Section 2.01(b) shall rank pari passu or junior in right of payment in respect of the Collateral and with the obligations in respect be part of the Revolving CommitmentsCommitments and have the same terms and conditions as the existing Revolving Commitments hereunder, including, without limitation, the Tranche A Term Loans, the Tranche A-2 Term Loans, the Tranche B-1 Term Loans and the Tranche B-2 Term Loans. In addition, (A) any Incremental Facility providing for term loans shall (1) not have a final maturity date earlier than the Tranche B-1 Maturity Date or the Tranche B-2 Maturity Date, or a Weighted Average Life to Maturity that is shorter than the Weighted Average Life to Maturity of the then-remaining Tranche B-1 Term Loans or Tranche B-2 Term Loans, (2) for purposes of prepayments, be treated substantially the same as (and in any event no more favorably than) the Tranche B-1 Term Loans and the Tranche B-2 Term Loans and (3) otherwise have terms that are no more favorable to the lenders providing such Incremental Facility than the terms applicable to the Tranche B-1 Term Loans and the Tranche B-2 Term Loans, provided that (w) if the Applicable Rate relating to the term loans under any Incremental Facility exceeds the Applicable Rate relating to the Tranche B-1 Term Loans by more than 0.25%, the Applicable Rate relating to the Tranche B-1 Term Loans shall be adjusted to be equal to the Applicable Rate relating to such Incremental Loans, (x) if the Applicable Rate relating to the term loans under any Incremental Facility exceeds the Applicable Rate relating to the Tranche B-2 Term Loans by more than 0.25%, the Applicable Rate relating to the Tranche B-2 Term Loans shall be adjusted to be equal to the Applicable Rate relating to such Incremental Loans, (y) if as a result of any adjustments made pursuant to the preceding clauses (w) and (x) the Applicable Rate relating to the Tranche B-1 Term Loans would exceed the Applicable Rate relating to the Tranche B-2 Term Loans, the Applicable Rate relating to the Tranche B-2 Term Loans shall be increased in the amount required to eliminate such excess and (z) any determination of the Applicable Rate relating to Incremental Loans, Tranche B-1 Term Loans or Tranche B-2 Term Loans under the foregoing clause (x), (y) or (z), as applicable, shall include all upfront or similar fees or original issue discount payable to the Lenders providing such Loans) and (B) any Incremental Facility providing for revolving loans shall (1) not have a final maturity date, or a commitment availability period that ends, earlier than the latest Revolving Maturity Date then applicable and (2) be subject to other terms that are similar to the terms then available in the bank financing market to companies having a credit quality similar to the Borrower as determined by a Financial Officer in good faithApplicable Rate. (iii) Each notice from the Borrower pursuant to this Section 2.01(g2.01(b) shall set forth the requested amount and proposed terms of the relevant Incremental Facility. Any bank, financial institution or other Person (whether or not an Such Incremental Facility may be provided by any existing Lender or Affiliate of an existing Additional Lender) that elects to provide any Incremental Facility (each, an “Incremental Lender”) shall be reasonably satisfactory to the Borrower and (other than in the case of existing Lenders providing only term loans under such Incremental Facility) the Administrative Agent and the Syndication Agent; provided that no existing Lender shall be obligated to provide any Incremental Loans, unless it so agrees. Any Incremental Facility will be effected pursuant to an amendment (an “Incremental Facility Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, the Incremental Additional Lenders providing such Incremental Facility (and no other Lenders) and the Administrative Agent. Upon the effectiveness of any Incremental Facility Amendment, each Incremental Additional Lender shall become a “Lender” under this Agreement with respect to its obligations under such Incremental Facility, and the commitments of the Incremental Additional Lenders in respect of such Incremental Facility shall become “Commitments” hereunder; and any Incremental Loans under such Incremental Facility shall, when made, constitute “Loans” under this Agreement. In addition, any Incremental Facility Amendment may, without the consent of any Lenders other than the Incremental Additional Lenders, effect such amendments to any Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.01(g) (including to provide for voting provisions applicable to the Incremental Lenders comparable to the provisions of clause (B) of the second proviso of Section 9.02(b)2.01(b). The effectiveness of an Incremental Facility Amendment shall, unless otherwise agreed to by the Administrative Agent and the Incremental Additional Lenders, be subject to the satisfaction on the date thereof (an “Incremental Facility Closing Date”) of each of the conditions set forth in Section 4.03 4.02 (it being understood that all references to “the date of such Borrowing” in Section 4.03 4.02 shall be deemed to refer to the Incremental Facility Closing Date). The proceeds of Incremental Loans will be used only for working capital and other general corporate purposes (including to finance Permitted Acquisitions This Section 2.01(b) shall supersede any provisions in Section 2.18 or Capital Expenditures, in each case 9.02 to the extent otherwise permitted hereunder)contrary. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving Loans. Amounts repaid or prepaid in respect of Term Loans may not be reborrowed.

Incremental Loan Facility. (i) At any time and from time to time prior to the Tranche B-2 Maturity Date, subject Subject to the terms and conditions set forth herein, the Borrower may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request to add one so long as no Default or more additional tranches of loans (“Incremental Loans” and each such tranche, an “Incremental Facility”), provided that at the time of each such request and upon the effectiveness of each Incremental Facility Amendment, (A) no Event of Default has shall have occurred and is continuing or shall result therefromthen be continuing, (B) the Borrower this Agreement shall be in compliance on full force and effect, a Pro Forma Basis Minority Issuance shall not have theretofore occurred and the Permitted Sale shall not have theretofore occurred (it being agreed that the Permitted Sale and Minority Issuance may be consummated concurrently with the covenants contained in Sections 6.14 and 6.15 recomputed as funding of the last day of the most-recently ended Fiscal Quarter for which financial statements have been delivered pursuant to Section 5.01(a) or (bIncremental Loans), and (C) the Borrower shall have delivered a certificate the right, to be exercised not more than one (1) time during the period commencing on the Closing Date and ending on the earlier of the Permitted Sale Date and March 31, 2007, to incur additional Indebtedness under this Agreement in the form of an additional term loan, an increase in the Revolving Loan Commitment and/or the creation of a Financial Officer new revolving credit facility (such term and/or revolving loans, individually and together, the "Incremental Senior Loan") and/or, subject to the effect satisfaction of the conditions set forth in clauses subsection 5.5(f), an additional second lien term loan under the Second Lien Credit Agreement (A) and (B) above, the "Incremental Second Lien Term Loan"; together with reasonably detailed calculations demonstrating compliance with clause (Bthe Incremental Senior Loan, the "Incremental Loans") abovein an aggregate amount for all Incremental Loans not to exceed $60,000,000. Notwithstanding anything The following additional terms and conditions shall apply to the contrary herein, Incremental Senior Loan: (a) the sum of Incremental Senior Loan shall (i) the aggregate principal amount of all Permitted Pari Passu Indebtedness incurred since the Second ARCA Effective Date and (ii) all commitments, loans and other extensions of credit made available under the Incremental Facilities since the Second ARCA Effective Date shall not exceed $800,000,000. Each Incremental Facility shall be in an amount that is an integral multiple of $5,000,000 and not less than $50,000,000, provided that an Incremental Facility may be in any amount less than $50,000,000 if such amount represents all the remaining availability under the Incremental Facilities pursuant to the immediately preceding sentence. (ii) The Incremental Loans shall rank pari passu or junior in right of payment in respect of the Collateral and with the obligations in respect of the Revolving Commitments, the Tranche A Term Loans, the Tranche A-2 Term Loans, the Tranche B-1 Term Loans and the Tranche B-2 Term Loans. In addition, (A) any Incremental Facility providing for term loans shall (1) not have a final maturity date no earlier than June 30, 2012 or later than June 30, 2013, (ii) have an interest rate to be determined at the Tranche B-1 Maturity Date or time such Incremental Senior Loan is made; provided that, if the Tranche B-2 Maturity Date, or a Weighted Average Life to Maturity that interest rate for the Incremental Senior Loan is shorter higher than the Weighted Average Life then Applicable Margin with respect to Maturity the Term Loan and Revolving Loans then the Applicable Margin with respect to the Term Loan and Revolving Loans shall automatically increase (without any further action required to be taken by any party) to an amount no lower than the interest rate then applicable to the Incremental Senior Loan, (iii) with respect to any Incremental Senior Loan which is a term loan, have a weighted average life to maturity no less than the weighted average life to maturity of the then-remaining Tranche B-1 Term Loans or Tranche B-2 Term Loans, (2) for purposes of prepayments, be treated substantially the same as (and in any event no more favorably than) the Tranche B-1 Term Loans and the Tranche B-2 Term Loans Loan and (3iv) otherwise generally have terms that are no more favorable to the lenders providing such Incremental Facility than the terms applicable to of the Tranche B-1 Term Revolving Loans and the Tranche B-2 Term LoansLoan, provided that (wb) if the Applicable Rate relating Incremental Senior Loan shall constitute Loans and Obligations and will be secured and guaranteed on a pari passu basis with all other Obligations, (c) the Incremental Senior Loan shall be obtained from existing Lenders or from other banks, financial institutions or investment funds, in each case in accordance with the terms set forth below, (d) after giving effect to the term loans under funding of the Incremental Loans (assuming full funding of any Incremental Facility exceeds the Applicable Rate relating to the Tranche B-1 Term Loans by more than 0.25%, the Applicable Rate relating to the Tranche B-1 Term Loans shall be adjusted to be equal to the Applicable Rate relating to such Incremental Loans, (x) if the Applicable Rate relating to the term loans under any Incremental Facility exceeds the Applicable Rate relating to the Tranche B-2 Term Loans by more than 0.25%, the Applicable Rate relating to the Tranche B-2 Term Loans shall be adjusted to be equal to the Applicable Rate relating to such Incremental Loans, (y) if as a result of any adjustments made pursuant to the preceding clauses (w) and (x) the Applicable Rate relating to the Tranche B-1 Term Loans would exceed the Applicable Rate relating to the Tranche B-2 Term Loans, the Applicable Rate relating to the Tranche B-2 Term Loans shall be increased Loan that is in the amount required to eliminate such excess and (z) any determination form of the Applicable Rate relating to Incremental Loans, Tranche B-1 Term Loans or Tranche B-2 Term Loans under the foregoing clause (xa revolving loan), (yi) or (z), as applicable, the Leverage Ratio shall include all upfront or similar fees or original issue discount payable to the Lenders providing such Loans) not be greater than 5.50:1.0 on a pro-forma basis and (Bii) any Incremental Facility providing for revolving loans the Senior Leverage Ratio shall not be greater than 3.75:1.0 on a pro-forma basis, (1e) not have the proceeds thereof shall be used to consummate a final maturity dateLiquidity Event, or a commitment availability period that ends, earlier than the latest Revolving Maturity Date then applicable and (2f) be subject to other terms that are similar to the terms then available in the bank financing market to companies having a credit quality similar to the Borrower shall execute, if requested by the applicable Lenders, such promissory notes as determined by a Financial Officer are necessary to reflect the Incremental Senior Loan, (g) the conditions to all Loans set forth in good faith. (iii) Each notice Section 2.2 shall have been satisfied and the Agent shall have received from the Borrower pursuant to this Section 2.01(g) shall set forth the requested amount and proposed terms of the relevant Incremental Facility. Any bank, updated financial institution or other Person (whether or not an existing Lender or Affiliate of an existing Lender) that elects to provide any Incremental Facility (each, an “Incremental Lender”) shall be reasonably satisfactory to the Borrower projections and (other than in the case h) if a Change of existing Lenders providing only term loans under such Incremental Facility) the Administrative Agent and the Syndication Agent; provided that no existing Lender shall be obligated to provide any Incremental LoansControl Event occurs concurrently therewith, unless it so agrees. Any Incremental Facility will be effected pursuant to an amendment (an “Incremental Facility Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, the Incremental Lenders providing such Incremental Facility (and no other Lenders) and the Administrative Agent. Upon the effectiveness of any Incremental Facility Amendment, each Incremental Lender shall become a “Lender” under this Agreement with respect to its obligations under such Incremental Facility, and the commitments of the Incremental Lenders in respect of such Incremental Facility shall become “Commitments” hereunder; and any Incremental Loans under such Incremental Facility shall, when made, constitute “Loans” under this Agreement. In addition, any Incremental Facility Amendment may, without the consent of any Lenders other than the Incremental Lenders, effect such amendments to any Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.01(g) (including to provide for voting provisions applicable to the Incremental Lenders comparable to the provisions of clause (B) of the second proviso of Section 9.02(b)). The effectiveness of an Incremental Facility Amendment shall, unless otherwise agreed to by the Administrative Agent and the Incremental Lenders, be subject to the satisfaction on the date thereof (an “Incremental Facility Closing Date”) of each of the conditions set forth in Section 4.03 the definition of Permitted Sale shall have been satisfied. Participation in the Incremental Senior Loan shall be offered first to each of the existing Lenders, but each such Lender shall have no obligation whatsoever to provide all or any portion of the Incremental Senior Loan. Each of the then existing Lenders shall have ten (it being understood that all references 10) Business Days following receipt of a request for an Incremental Senior Loan from the Borrower to “notify the date Borrower and Agent of such Borrowing” Lender's commitment to make such Incremental Senior Loan. In the event that the Borrower has not received commitments from the existing Lenders in Section 4.03 shall be deemed to refer an amount equal to the requested Incremental Facility Closing Date). The proceeds of Incremental Loans will be used only for working capital and other general corporate purposes Senior Loan within such ten (including to finance Permitted Acquisitions or Capital Expenditures10) Business Day period, in each case to the extent otherwise permitted hereunder). Within the foregoing limits and subject to the terms and conditions set forth herein, then the Borrower may borrowinvite other banks, prepay financial institutions and reborrow Revolving Loansinvestment funds reasonably acceptable to the Agent to be joined as parties to this Agreement as Lenders hereunder with respect to the portion of such Incremental Senior Loan not committed to within such ten (10) Business Day period 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 Agent and the Borrower reasonably may request. Amounts repaid or prepaid in respect Holdings, Borrower, each of Term Loans may not be reborrowedBorrower's Subsidiaries and each Lender shall execute and deliver such agreements, documents and instruments reasonably requested by the Agent to effectuate the foregoing.

Incremental Loan Facility. (i) At any time and from time to time prior to the Tranche B-2 Maturity Datetime, subject to the terms and conditions set forth herein, the Borrower may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request to add one or more additional tranches of loans (“Incremental Loans” and each such tranche, an “Incremental Facility”), provided that at the time of each such request and upon the effectiveness of each Incremental Facility Amendment, (A) no Event of Default has occurred and is continuing or shall result therefrom, (B) the Borrower shall be in compliance on a Pro Forma Basis with the covenants contained in Sections 6.14 and 6.15 recomputed as of the last day of the most-recently ended Fiscal Quarter for which financial statements have been delivered pursuant to Section 5.01(a) or (b), (C) the Secured Leverage Ratio on a Pro Forma Basis computed as of the last day of the most recently-ended Fiscal Quarter for which financial statements have been delivered pursuant to Section 5.01(a) or (b) shall not exceed 2.25 to 1.0, and (CD) the Borrower shall have delivered a certificate of a Financial Officer to the effect set forth in clauses (A) and ), (B) and, if applicable, (C), above, together with reasonably detailed calculations demonstrating compliance with clause clauses (B) and, if applicable, (C), above. Notwithstanding anything to the contrary herein, the sum of (i) the aggregate principal amount of all Permitted Pari Passu Indebtedness incurred since the Second ARCA Effective Date and (ii) all commitments, loans and other extensions of credit made available under the Incremental Facilities since the Second ARCA Effective Date shall not exceed $800,000,000. Each Incremental Facility shall be in an amount that is an integral multiple of $5,000,000 and not less than $50,000,000, provided that an Incremental Facility may be in any amount less than $50,000,000 if such amount represents all the remaining availability under the Incremental Facilities pursuant to the immediately preceding sentence. (ii) The Incremental Loans shall rank pari passu (or junior at the Borrower’s option, junior) in right of payment in respect of the Collateral and with the obligations in respect of the Revolving Commitments, the Tranche A A-2 Term Loans, the Tranche A-2 A-3 Term Loans, the Tranche A-4 Term Loans, the Tranche B-1 Term Loans and Loans, the Tranche B-2 Term Loans, the Tranche B-3 Term Loans, the Tranche B-4 Term Loans, Incremental Loans, Other Term Loans and Other Revolving Loans. In addition, (A) any Incremental Facility providing for term loans (“Incremental Term Loans”) shall (1) not have a final maturity date earlier than the Tranche B-1 Maturity Date, the Tranche B-2 Maturity Date, the Tranche B-3 Maturity Date or the Tranche B-2 B-4 Maturity Date, or a Weighted Average Life to Maturity that is shorter than the Weighted Average Life to Maturity of the then-remaining Tranche B-1 Term Loans, Tranche B-2 Term Loans, Tranche B-3 Term Loans or Tranche B-2 B-4 Term Loans, (2) for purposes of prepayments, be treated substantially the same as (and in any event no more favorably than) the Tranche B-1 Term Loans, the Tranche B-2 Term Loans, the Tranche B-3 Term Loans and the Tranche B-2 B-4 Term Loans and (3) otherwise have terms that are no more favorable to the lenders providing such Incremental Facility than the terms applicable to the Tranche B-1 Term Loans and or the Tranche B-2 Term Loans, provided that (wv) if the Applicable Rate relating to the term loans under any Incremental Facility Term Loans exceeds the Applicable Rate relating to the Tranche B-1 Term Loans by more than 0.25%, the Applicable Rate relating to the Tranche B-1 Term Loans shall be adjusted to be equal to the Applicable Rate relating to such Incremental Term Loans, (xw) if the Applicable Rate relating to the term loans under any Incremental Facility Term Loans exceeds the Applicable Rate relating to the Tranche B-2 Term Loans by more than 0.25%, the Applicable Rate relating to the Tranche B-2 Term Loans shall be adjusted to be equal to the Applicable Rate relating to such Incremental Term Loans, (yx) if as a result of any adjustments made pursuant to the preceding clauses (wv) and (xw) the Applicable Rate relating to the Tranche B-1 Term Loans would exceed the Applicable Rate relating to the Tranche B-2 Term Loans, the Applicable Rate relating to the Tranche B-2 Term Loans shall be increased in the amount required to eliminate such excess and excess, (zy) any determination of the Applicable Rate relating to Incremental Loans, Tranche B-1 Term Loans or Tranche B-2 Term Loans under the foregoing clause (xv), (yw) or (zx), as applicable, shall include all upfront or similar fees or original issue discount payable to the Lenders providing such Loans), (B) except with respect to pricing (subject to the following proviso) and scheduled amortization (Bsubject to the preceding clause (A)(1)) or to the extent such term is effective only after the Tranche B-3 Maturity Date, any Incremental Term Loans shall have terms that are no more favorable to the lenders providing such Incremental Term Loans than the terms applicable to the Tranche B-3 Term Loans, provided, that if the All-in Yield of any Incremental Term Loans exceeds the All-in Yield of any Tranche B-3 Term Loans by more than 0.50%, the Applicable Rate relating to the Tranche B-3 Term Loans shall be adjusted so that the All-in Yield of such Incremental Term Loans shall not exceed the All-in Yield of the Tranche B-3 Term Loans by more than 0.50%, (C) except with respect to pricing (subject to the following proviso) and scheduled amortization (subject to the preceding clause (A)(1)) or to the extent such term is effective only after the Tranche B-4 Maturity Date, such Incremental Term Loans shall have terms that are no more favorable to the lenders providing such Incremental Term Loans than the terms applicable to the Tranche B-4 Term Loans, provided, that if the All-in Yield of any Incremental Term Loans made on or prior to the date that is 18 months following the Fifth ARCA Effective Date exceeds the All-in Yield of any Tranche B-4 Term Loans by more than 0.50%, the Applicable Rate relating to the Tranche B-4 Term Loans shall be adjusted so that the All-in Yield of such Incremental Term Loans shall not exceed the All-in Yield of the Tranche B-4 Loans by more than 0.50% and (D) any Incremental Facility providing for revolving loans shall (1) shall not have a final maturity date, or a commitment availability period that ends, earlier than the latest Revolving Maturity Date then applicable and applicable, (2) may be effected by increasing the Revolving Commitments then having a commitment availability period ending on the latest Revolving Maturity Date and (3) shall be subject to other terms that are similar to the terms then available in the bank financing market to companies having a credit quality similar to the Borrower as determined by a Financial Officer in good faith. (iii) Each notice from the Borrower pursuant to this Section 2.01(g2.01(i) shall set forth the requested amount and proposed terms of the relevant Incremental Facility. Any bank, financial institution or other Person (whether or not an Such Incremental Facility may be provided by any existing Lender or Affiliate of an existing Lender) that elects to provide any Incremental Facility (each, an “Incremental Lender”) Additional Lender which shall be reasonably satisfactory to the Borrower and (other than in the case of existing Lenders providing only term loans under such Incremental Facility) the Administrative Agent and the Syndication Agent; provided that no existing Lender shall be obligated to provide any Incremental Loans, unless it so agrees. Any Incremental Facility will be effected pursuant to an amendment (an “Incremental Facility Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, the Incremental Additional Lenders providing such Incremental Facility (and no other Lenders) and the Administrative Agent. Upon the effectiveness of any Incremental Facility Amendment, each Incremental Additional Lender shall become a “Lender” under this Agreement with respect to its obligations under such Incremental Facility, and the commitments of the Incremental Additional Lenders in respect of such Incremental Facility shall become “Commitments” hereunder; and any Incremental Loans under such Incremental Facility shall, when made, constitute “Loans” under this Agreement. In addition, any Incremental Facility Amendment may, without the consent of any Lenders other than the Incremental Additional Lenders, effect such amendments to any Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.01(g2.01(i) (including to provide for voting provisions applicable to the Incremental Additional Lenders comparable to the provisions of clause (B) of the second proviso of Section 9.02(b)). The effectiveness of an Incremental Facility Amendment shall, unless otherwise agreed to by the Administrative Agent and the Incremental Additional Lenders, be subject to the satisfaction on the date thereof (an “Incremental Facility Closing Date”) of each of the conditions set forth in Section 4.03 (it being understood that all references to “the date of such Borrowing” in Section 4.03 shall be deemed to refer to the Incremental Facility Closing Date). The proceeds of Incremental Loans will be used only for working capital and other general corporate purposes (including to finance Permitted Acquisitions or Capital Expenditures, in each case to the extent otherwise permitted hereunder). This Section 2.01(i) shall supercede any provisions in Section 2.17 or 9.02 to the contrary. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving Loans. Amounts repaid or prepaid in respect of Term Loans may not be reborrowed.

Incremental Loan Facility. (i) At any time and from time to time prior to the Tranche B-2 B Maturity Date, subject to the terms and conditions set forth herein, the Borrower may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request to add one or more additional tranches of loans (“Incremental Loans” and each such tranche, an “Incremental Facility”), provided that at the time of each such request and upon the effectiveness of each Incremental Facility Amendment, (A) no Event of Default has occurred and is continuing or shall result therefrom, (B) the Borrower shall be in compliance on a Pro Forma Basis with the covenants contained in Sections 6.14 and 6.15 recomputed as of the last Table of Contents day of the most-recently ended Fiscal Quarter for which financial statements have been delivered pursuant to Section 5.01(a) or (b), and (C) the Borrower shall have delivered a certificate of a Financial Officer to the effect set forth in clauses (A) and (B) above, together with reasonably detailed calculations demonstrating compliance with clause (B) above. Notwithstanding anything to the contrary herein, the sum of (i) the aggregate principal amount of all Permitted Pari Passu Indebtedness incurred since the Second ARCA Effective Date and (ii) all commitments, loans and other extensions of credit made available under the Incremental Facilities since the Second ARCA Effective Date shall not exceed $800,000,000. Each Incremental Facility shall be in an amount that is an integral multiple of $5,000,000 and not less than $50,000,000, provided that an Incremental Facility may be in any amount less than $50,000,000 if such amount represents all the remaining availability under the Incremental Facilities pursuant to the immediately preceding sentence. (ii) The Incremental Loans shall rank pari passu or junior in right of payment in respect of the Collateral and with the obligations in respect of the Revolving Commitments, the Tranche A Term Loans, the Tranche A-2 Term Loans, the Tranche B-1 B Term Loans and the Tranche B-2 C Term Loans, if any. In addition, (A) any Incremental Facility providing for term loans shall (1) not have a final maturity date earlier than the Tranche B-1 B Maturity Date or the Tranche B-2 Maturity Date, or a Weighted Average Life to Maturity that is shorter than the Weighted Average Life to Maturity of the then-remaining Tranche B-1 Term Loans or Tranche B-2 B Term Loans, (2) for purposes of prepayments, be treated substantially the same as (and in any event no more favorably than) the Tranche B-1 Term Loans and the Tranche B-2 B Term Loans and (3) otherwise have terms that are no more favorable to the lenders providing such Incremental Facility than the terms applicable to the Tranche B-1 Term Loans and the Tranche B-2 B Term Loans, provided that (wx) if the Applicable Rate relating to the term loans under any Incremental Facility exceeds the Applicable Rate relating to the Tranche B-1 B Term Loans by more than 0.25%, the Applicable Rate relating to the Tranche B-1 B Term Loans shall be adjusted to be equal to the Applicable Rate relating to such Incremental Loans, (x) if the Applicable Rate relating to the term loans under any Incremental Facility exceeds the Applicable Rate relating to the Tranche B-2 Term Loans by more than 0.25%, the Applicable Rate relating to the Tranche B-2 Term Loans shall be adjusted to be equal to the Applicable Rate relating to such Incremental Loans, and (y) if as a result of any adjustments made pursuant to the preceding clauses (w) and (x) the Applicable Rate relating to the Tranche B-1 Term Loans would exceed the Applicable Rate relating to the Tranche B-2 Term Loans, the Applicable Rate relating to the Tranche B-2 Term Loans shall be increased in the amount required to eliminate such excess and (z) any determination of the Applicable Rate relating to Incremental Loans, Tranche B-1 Term Loans or Tranche B-2 B Term Loans under the foregoing clause (x), (y) or (z), as applicable, shall include all upfront or similar fees or original issue discount payable to the Lenders providing such Loans) and (B) any Incremental Facility providing for revolving loans shall (1) not have a final maturity date, or a commitment availability period that ends, earlier than the latest Revolving Maturity Date then applicable and (2) be subject to other terms that are similar to the terms then available in the bank financing market to companies having a credit quality similar to the Borrower as determined by a Financial Officer in good faithBorrower. (iii) Each notice from the Borrower pursuant to this Section 2.01(g2.01(b) shall set forth the requested amount and proposed terms of the relevant Incremental Facility. Any bank, financial institution or other Person (whether or not an existing Lender or Affiliate of an existing Lender) that elects to provide any Incremental Facility (each, an Table of Contents “Incremental Lender”) shall be reasonably satisfactory to the Borrower and (other than in the case of existing Lenders providing only term loans under such Incremental Facility) the Administrative Agent and the Syndication Agent; provided that no existing Lender shall be obligated to provide any Incremental Loans, unless it so agrees. Any Incremental Facility will be effected pursuant to an amendment (an “Incremental Facility Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, the Incremental Lenders providing such Incremental Facility (and no other Lenders) and the Administrative Agent. Upon the effectiveness of any Incremental Facility Amendment, each Incremental Lender shall become a “Lender” under this Agreement with respect to its obligations under such Incremental Facility, and the commitments of the Incremental Lenders in respect of such Incremental Facility shall become “Commitments” hereunder; and any Incremental Loans under such Incremental Facility shall, when made, constitute “Loans” under this Agreement. In addition, any Incremental Facility Amendment may, without the consent of any Lenders other than the Incremental Lenders, effect such amendments to any Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.01(g2.01(b) (including to provide for voting provisions applicable to the Incremental Lenders comparable to the provisions of clause (B) of the second proviso of Section 9.02(b)). The effectiveness of an Incremental Facility Amendment shall, unless otherwise agreed to by the Administrative Agent and the Incremental Lenders, be subject to the satisfaction on the date thereof (an “Incremental Facility Closing Date”) of each of the conditions set forth in Section 4.03 4.02 (it being understood that all references to “the date of such Borrowing” in Section 4.03 4.02 shall be deemed to refer to the Incremental Facility Closing Date). The proceeds of Incremental Loans will be used only for working capital and other general corporate purposes (including to finance Permitted Acquisitions or Capital Expenditures, in each case to the extent otherwise permitted hereunder). Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving Loans. Amounts repaid or prepaid in respect of Term Loans may not be reborrowed.

Incremental Loan Facility. (i) At any time and from time to time prior to the later of the Tranche B-2 Maturity Date and the Tranche A-3 Maturity Date, subject to the terms and conditions set forth herein, the Borrower may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request to add one or more additional tranches of loans (“Incremental Loans” and each such tranche, an “Incremental Facility”), provided that at the time of each such request and upon the effectiveness of each Incremental Facility Amendment, (A) no Event of Default has occurred and is continuing or shall result therefrom, (B) the Borrower shall be in compliance on a Pro Forma Basis with the covenants contained in Sections 6.14 and 6.15 recomputed as of the last day of the most-recently ended Fiscal Quarter for which financial statements have been delivered pursuant to Section 5.01(a) or (b), (C) the Secured Leverage Ratio on a Pro Forma Basis computed as of the last day of the most recently-ended Fiscal Quarter for which financial statements have been delivered pursuant to Section 5.01(a) or (b) shall not exceed 2.25 to 1.0, and (CD) the Borrower shall have delivered a certificate of a Financial Officer to the effect set forth in clauses (A) and ), (B) and, if applicable, (C), above, together with reasonably detailed calculations demonstrating compliance with clause clauses (B) and, if applicable, (C), above. Notwithstanding anything to the contrary herein, the sum of (i) the aggregate principal amount of all Permitted Pari Passu Indebtedness incurred since the Second ARCA Effective Date and (ii) all commitments, loans and other extensions of credit made available under the Incremental Facilities since the Second ARCA Effective Date shall not exceed $800,000,000. Each Incremental Facility shall be in an amount that is an integral multiple of $5,000,000 and not less than $50,000,000, provided that an Incremental Facility may be in any amount less than $50,000,000 if such amount represents all the remaining availability under the Incremental Facilities pursuant to the immediately preceding sentence. (ii) The Incremental Loans shall rank pari passu or junior in right of payment in respect of the Collateral and with the obligations in respect of the Revolving Commitments, the Tranche A Term Loans, the Tranche A-2 Term Loans, the Tranche A-3 Term Loans, the Tranche B-1 Term Loans and the Tranche B-2 Term Loans. In addition, (A) any Incremental Facility providing for term loans shall (1) not have a final maturity date earlier than the Tranche B-1 Maturity Date, Tranche B-2 Maturity Date or the Tranche B-2 A-3 Maturity Date, or a Weighted Average Life to Maturity that is shorter than the Weighted Average Life to Maturity of the then-remaining Tranche B-1 Term Loans, Tranche B-2 Term Loans or Tranche B-2 A-3 Term Loans, (2) for purposes of prepayments, be treated substantially the same as (and in any event no more favorably than) the Tranche B-1 Term Loans, Tranche B-2 Term Loans and the Tranche B-2 Term A-3 Loans and (3) otherwise have terms that are no more favorable to the lenders providing such Incremental Facility than the terms applicable to the Tranche B-1 Loans, Tranche B-2 Term Loans and the Tranche B-2 Term A-3 Loans, provided that (w) if the Applicable Rate relating to the term loans under any Incremental Facility exceeds the Applicable Rate relating to the Tranche B-1 Term Loans by more than 0.25%, the Applicable Rate relating to the Tranche B-1 Term Loans shall be adjusted to be equal to the Applicable Rate relating to such Incremental Loans, (x) if the Applicable Rate relating to the term loans under any Incremental Facility exceeds the Applicable Rate relating to the Tranche B-2 Term Loans by more than 0.25%, the Applicable Rate relating to the Tranche B-2 Term Loans shall be adjusted to be equal to the Applicable Rate relating to such Incremental Loans, (y) if as a result of any adjustments made pursuant to the preceding clauses (w) and (x) the Applicable Rate relating to the Tranche B-1 Term Loans would exceed the Applicable Rate relating to the Tranche B-2 Term Loans, the Applicable Rate relating to the Tranche B-2 Term Loans shall be increased in the amount required to eliminate such excess excess, and (z) any determination of the Applicable Rate relating to Incremental Loans, Tranche B-1 Term Loans or Tranche B-2 Term Loans under the foregoing clause (xw), (yx) or (zy), as applicable, shall include all upfront or similar fees or original issue discount payable to the Lenders providing such Loans) and (B) any Incremental Facility providing for revolving loans shall (1) not have a final maturity date, or a commitment availability period that ends, earlier than the latest Revolving Maturity Date then applicable applicable, (2) may be effected by increasing the Revolving Commitments then having a commitment availability period ending on the latest Revolving Maturity Date and (23) be subject to other terms that are similar to the terms then available in the bank financing market to companies having a credit quality similar to the Borrower as determined by a Financial Officer in good faith. (iii) Each notice from the Borrower pursuant to this Section 2.01(g) shall set forth the requested amount and proposed terms of the relevant Incremental Facility. Any bank, financial institution or other Person (whether or not an Such Incremental Facility may be provided by any existing Lender or Affiliate of an existing Lender) that elects to provide any Incremental Facility (each, an “Incremental Lender”) Additional Lender which shall be reasonably satisfactory to the Borrower and (other than in the case of existing Lenders providing only term loans under such Incremental Facility) the Administrative Agent and the Syndication Agent; provided that no existing Lender shall be obligated to provide any Incremental Loans, unless it so agrees. Any Incremental Facility will be effected pursuant to an amendment (an “Incremental Facility Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, the Incremental Additional Lenders providing such Incremental Facility (and no other Lenders) and the Administrative Agent. Upon the effectiveness of any Incremental Facility Amendment, each Incremental Additional Lender shall become a “Lender” under this Agreement with respect to its obligations under such Incremental Facility, and the commitments of the Incremental Additional Lenders in respect of such Incremental Facility shall become “Commitments” hereunder; and any Incremental Loans under such Incremental Facility shall, when made, constitute “Loans” under this Agreement. In addition, any Incremental Facility Amendment may, without the consent of any Lenders other than the Incremental Additional Lenders, effect such amendments to any Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.01(g) (including to provide for voting provisions applicable to the Incremental Additional Lenders comparable to the provisions of clause (B) of the second proviso of Section 9.02(b)). The effectiveness of an Incremental Facility Amendment shall, unless otherwise agreed to by the Administrative Agent and the Incremental Additional Lenders, be subject to the satisfaction on the date thereof (an “Incremental Facility Closing Date”) of each of the conditions set forth in Section 4.03 (it being understood that all references to “the date of such Borrowing” in Section 4.03 shall be deemed to refer to the Incremental Facility Closing Date). The proceeds of Incremental Loans will be used only for working capital and other general corporate purposes (including to finance Permitted Acquisitions or Capital Expenditures, in each case to the extent otherwise permitted hereunder). This Section 2.01(g) shall supercede any provisions in Section 2.17 or 9.02 to the contrary. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving Loans. Amounts repaid or prepaid in respect of Term Loans may not be reborrowed.

Incremental Loan Facility. (i) At any time and from time to time prior to the Tranche B-2 B-1 Maturity Date, subject to the terms and conditions set forth herein, the Borrower may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request to add one or more additional tranches of loans (“Incremental Loans” and each such tranche, an “Incremental Facility”), provided that at the time of each such request and upon the effectiveness of each Incremental Facility Amendment, (A) no Event of Default has occurred and is continuing or shall result therefrom, (B) the Borrower shall be in compliance on a Pro Forma Basis with the covenants contained in Sections 6.14 and 6.15 recomputed as of the last day of the most-recently ended Fiscal Quarter for which financial statements have been delivered pursuant to Section 5.01(a) or (b), and (C) the Borrower shall have delivered a certificate of a Financial Officer to the effect set forth in clauses (A) and (B) above, together with reasonably detailed calculations demonstrating compliance with clause (B) above. Notwithstanding anything to the contrary herein, the sum of (i) the aggregate principal amount of all Permitted Pari Passu Indebtedness incurred since the Second ARCA Effective Date and (ii) all commitments, loans and other extensions of credit made available under the Incremental Facilities since the Second ARCA Effective Date shall not exceed $800,000,000. Each Incremental Facility shall be in an amount that is an integral multiple of $5,000,000 and not less than $50,000,000, provided that an Incremental Facility may be in any amount less than $50,000,000 if such amount represents all the remaining availability under the Incremental Facilities pursuant to the immediately preceding sentence. (ii) The Incremental Loans shall rank pari passu or junior in right of payment in respect of the Collateral and with the obligations in respect of the Revolving Commitments, the Tranche A Term Loans, the Tranche A-2 Term Loans, the Tranche B-1 Term Loans and the Tranche B-2 Term Loans. In addition, (A) any Incremental Facility providing for term loans shall (1) not have a final maturity date earlier than the Tranche B-1 Maturity Date or the Tranche B-2 Maturity Date, or a Weighted Average Life to Maturity that is shorter than the Weighted Average Life to Maturity of the then-remaining Tranche B-1 Term Loans or Tranche B-2 Term Loans, (2) for purposes of prepayments, be treated substantially the same as (and in any event no more favorably than) the Tranche B-1 Term Loans and the Tranche B-2 Term Loans and (3) otherwise have terms that are no more favorable to the lenders providing such Incremental Facility than the terms applicable to the Tranche B-1 Term Loans and the Tranche B-2 Term Loans, provided that (w) if the Applicable Rate relating to the term loans under any Incremental Facility exceeds the Applicable Rate relating to the Tranche B-1 Term Loans by more than 0.25%, the Applicable Rate relating to the Tranche B-1 Term Loans shall be adjusted to be equal to the Applicable Rate relating to such Incremental Loans, (x) if the Applicable Rate relating to the term loans under any Incremental Facility exceeds the Applicable Rate relating to the Tranche B-2 Term Loans by more than 0.25%, the Applicable Rate relating to the Tranche B-2 Term Loans shall be adjusted to be equal to the Applicable Rate relating to such Incremental Loans, (y) if as a result of any adjustments made pursuant to the preceding clauses (w) and (x) the Applicable Rate relating to the Tranche B-1 Term Loans would exceed the Applicable Rate relating to the Tranche B-2 Term Loans, the Applicable Rate relating to the Tranche B-2 Term Loans shall be increased in the amount required to eliminate such excess and (z) any determination of the Applicable Rate relating to Incremental Loans, Tranche B-1 Term Loans or Tranche B-2 Term Loans under the foregoing clause (x), (y) or (z), as applicable, shall include all upfront or similar fees or original issue discount payable to the Lenders providing such Loans) and (B) any Incremental Facility providing for revolving loans shall (1) not have a final maturity date, or a commitment availability period that ends, earlier than the latest Revolving Maturity Date then applicable and (2) be subject to other terms that are similar to the terms then available in the bank financing market to companies having a credit quality similar to the Borrower as determined by a Financial Officer in good faith. (iii) Each notice from the Borrower pursuant to this Section 2.01(g) shall set forth the requested amount and proposed terms of the relevant Incremental Facility. Any bank, financial institution or other Person (whether or not an existing Lender or Affiliate of an existing Lender) that elects to provide any Incremental Facility (each, an “Incremental Lender”) shall be reasonably satisfactory to the Borrower and (other than in the case of existing Lenders providing only term loans under such Incremental Facility) the Administrative Agent and the Syndication Agent; provided that no existing Lender shall be obligated to provide any Incremental Loans, unless it so agrees. Any Incremental Facility will be effected pursuant to an amendment (an “Incremental Facility Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, the Incremental Lenders providing such Incremental Facility (and no other Lenders) and the Administrative Agent. Upon the effectiveness of any Incremental Facility Amendment, each Incremental Lender shall become a “Lender” under this Agreement with respect to its obligations under such Incremental Facility, and the commitments of the Incremental Lenders in respect of such Incremental Facility shall become “Commitments” hereunder; and any Incremental Loans under such Incremental Facility shall, when made, constitute “Loans” under this Agreement. In addition, any Incremental Facility Amendment may, without the consent of any Lenders other than the Incremental Lenders, effect such amendments to any Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.01(g) (including to provide for voting provisions applicable to the Incremental Lenders comparable to the provisions of clause (B) of the second proviso of Section 9.02(b)). The effectiveness of an Incremental Facility Amendment shall, unless otherwise agreed to by the Administrative Agent and the Incremental Lenders, be subject to the satisfaction on the date thereof (an “Incremental Facility Closing Date”) of each of the conditions set forth in Section 4.03 (it being understood that all references to “the date of such Borrowing” in Section 4.03 shall be deemed to refer to the Incremental Facility Closing Date). The proceeds of Incremental Loans will be used only for working capital and other general corporate purposes (including to finance Permitted Acquisitions or Capital Expenditures, in each case to the extent otherwise permitted hereunder). Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving Loans. Amounts repaid or prepaid in respect of Term Loans may not be reborrowed.

Incremental Loan Facility. (i) At any time and from time to time prior to the Tranche B-2 Maturity Date, subject Subject to the terms and conditions set forth herein, the Borrower may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request to add one so long as no Default or more additional tranches of loans (“Incremental Loans” and each such tranche, an “Incremental Facility”), provided that at the time of each such request and upon the effectiveness of each Incremental Facility Amendment, (A) no Event of Default has shall have occurred and is continuing or shall result therefromthen be continuing, (B) the Borrower this Agreement shall be in compliance on full force and effect, a Pro Forma Basis Minority Issuance shall not have theretofore occurred and the Permitted Sale shall not have theretofore occurred (it being agreed that the Permitted Sale and Minority Issuance may be consummated concurrently with the covenants contained in Sections 6.14 and 6.15 recomputed as funding of the last day of the most-recently ended Fiscal Quarter for which financial statements have been delivered pursuant to Section 5.01(a) or (bIncremental Loans), and (C) the Borrower shall have delivered a certificate the right, to be exercised not more than one (1) time during the period commencing on the Closing Date and ending on the earlier of a Financial Officer the Permitted Sale Date and March 31, 2007, to incur additional Indebtedness under this Agreement in the form of an additional second lien term loan (such second lien term loan, the "Incremental Second Lien Term Loan") and/or, subject to the effect satisfaction of the conditions set forth in clauses subsection 5.5(f), an additional term loan, an increase in the Revolving Loan Commitment (Aas defined in the First Lien Credit Agreement) and/or the creation of a new revolving credit facility, in each case, under the First Lien Credit Agreement (such term and/or revolving loans, individually and (B) abovetogether, the "Incremental Senior Loan"; together with reasonably detailed calculations demonstrating compliance with clause (Bthe Incremental Second Lien Term Loan, the "Incremental Loans") abovein an aggregate amount for all Incremental Loans not to exceed $60,000,000. Notwithstanding anything The following additional terms and conditions shall apply to the contrary herein, Incremental Second Lien Term Loan,: (a) the sum of Incremental Second Lien Term Loan shall (i) the aggregate principal amount of all Permitted Pari Passu Indebtedness incurred since the Second ARCA Effective Date and (ii) all commitments, loans and other extensions of credit made available under the Incremental Facilities since the Second ARCA Effective Date shall not exceed $800,000,000. Each Incremental Facility shall be in an amount that is an integral multiple of $5,000,000 and not less than $50,000,000, provided that an Incremental Facility may be in any amount less than $50,000,000 if such amount represents all the remaining availability under the Incremental Facilities pursuant to the immediately preceding sentence. (ii) The Incremental Loans shall rank pari passu or junior in right of payment in respect of the Collateral and with the obligations in respect of the Revolving Commitments, the Tranche A Term Loans, the Tranche A-2 Term Loans, the Tranche B-1 Term Loans and the Tranche B-2 Term Loans. In addition, (A) any Incremental Facility providing for term loans shall (1) not have a final maturity date no earlier than June 30, 2013, (ii) have an interest rate to be determined at the Tranche B-1 Maturity Date or time such Incremental Second Lien Term Loan is made; provided that, if the Tranche B-2 Maturity Date, or a Weighted Average Life to Maturity that interest rate for the Incremental Second Lien Term Loan is shorter higher than the Weighted Average Life then Applicable Margin with respect to Maturity the Second Lien Term Loan then the Applicable Margin with respect to the Second Lien Term Loan shall automatically increase (without any further action required to be taken by any party) to an amount no lower than the interest rate then applicable to the Incremental Second Lien Term Loan, (iii) have a weighted average life to maturity no less than the weighted average life to maturity of the then-remaining Tranche B-1 Second Lien Term Loans or Tranche B-2 Term Loans, (2) for purposes of prepayments, be treated substantially the same as (and in any event no more favorably than) the Tranche B-1 Term Loans and the Tranche B-2 Term Loans Loan and (3iv) otherwise generally have terms that are no more favorable to the lenders providing such Incremental Facility than the terms applicable of the Second Lien Term Loan, (b) the Incremental Second Lien Term Loan shall constitute Loans and Obligations and will be secured and guaranteed on a pari passu basis with all other Obligations, (c) the Incremental Second Lien Term Loan shall be obtained from existing Lenders or from other banks, financial institutions or investment funds, in each case in accordance with the terms set forth below, (d) after giving effect to the Tranche B-1 Term funding of the Incremental Loans and the Tranche B-2 Term Loans, provided that (w) if the Applicable Rate relating to the term loans under assuming full funding of any Incremental Facility exceeds the Applicable Rate relating to the Tranche B-1 Term Loans by more than 0.25%, the Applicable Rate relating to the Tranche B-1 Term Loans shall be adjusted to be equal to the Applicable Rate relating to such Incremental Loans, (x) if the Applicable Rate relating to the term loans under any Incremental Facility exceeds the Applicable Rate relating to the Tranche B-2 Term Loans by more than 0.25%, the Applicable Rate relating to the Tranche B-2 Term Loans shall be adjusted to be equal to the Applicable Rate relating to such Incremental Loans, (y) if as a result of any adjustments made pursuant to the preceding clauses (w) and (x) the Applicable Rate relating to the Tranche B-1 Term Loans would exceed the Applicable Rate relating to the Tranche B-2 Term Loans, the Applicable Rate relating to the Tranche B-2 Term Loans shall be increased Loan that is in the amount required to eliminate such excess and (z) any determination form of the Applicable Rate relating to Incremental Loans, Tranche B-1 Term Loans or Tranche B-2 Term Loans under the foregoing clause (xa revolving loan), (yi) or (z), as applicable, the Leverage Ratio shall include all upfront or similar fees or original issue discount payable to the Lenders providing such Loans) not be greater than 5.50:1.0 on a pro-forma basis and (Bii) any Incremental Facility providing for revolving loans the Senior Leverage Ratio shall not be greater than 3.75:1.0 on a pro-forma basis, (1e) not have the proceeds thereof shall be used to consummate a final maturity dateLiquidity Event, or a commitment availability period that ends, earlier than the latest Revolving Maturity Date then applicable and (2f) be subject to other terms that are similar to the terms then available in the bank financing market to companies having a credit quality similar to the Borrower shall execute, if requested by the applicable Lenders, such promissory notes as determined by a Financial Officer in good faith. are necessary to reflect the Incremental Second Lien Term Loan, (iiig) Each notice the Agent shall have received from the Borrower pursuant to this Section 2.01(gupdated financial projections (h) shall set forth the requested amount and proposed terms if a Change of the relevant Incremental Facility. Any bankControl Event occurs concurrently therewith, financial institution or other Person (whether or not an existing Lender or Affiliate of an existing Lender) that elects to provide any Incremental Facility (each, an “Incremental Lender”) shall be reasonably satisfactory to the Borrower and (other than in the case of existing Lenders providing only term loans under such Incremental Facility) the Administrative Agent and the Syndication Agent; provided that no existing Lender shall be obligated to provide any Incremental Loans, unless it so agrees. Any Incremental Facility will be effected pursuant to an amendment (an “Incremental Facility Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, the Incremental Lenders providing such Incremental Facility (and no other Lenders) and the Administrative Agent. Upon the effectiveness of any Incremental Facility Amendment, each Incremental Lender shall become a “Lender” under this Agreement with respect to its obligations under such Incremental Facility, and the commitments of the Incremental Lenders in respect of such Incremental Facility shall become “Commitments” hereunder; and any Incremental Loans under such Incremental Facility shall, when made, constitute “Loans” under this Agreement. In addition, any Incremental Facility Amendment may, without the consent of any Lenders other than the Incremental Lenders, effect such amendments to any Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.01(g) (including to provide for voting provisions applicable to the Incremental Lenders comparable to the provisions of clause (B) of the second proviso of Section 9.02(b)). The effectiveness of an Incremental Facility Amendment shall, unless otherwise agreed to by the Administrative Agent and the Incremental Lenders, be subject to the satisfaction on the date thereof (an “Incremental Facility Closing Date”) of each of the conditions set forth in Section 4.03 the definition of Permitted Sale shall have been satisfied and (it being understood that i) all references to “representations and warranties of the date of such Borrowing” in Section 4.03 Credit Parties contained herein shall be deemed to refer to true and correct in all material respects (without duplication of any materiality qualified contained herein) as of the Incremental Facility Loan Closing Date). The proceeds of Incremental Loans will be used only for working capital and other general corporate purposes (including to finance Permitted Acquisitions or Capital Expenditures, in each case except to the extent otherwise permitted hereunderthat such representations or warranties expressly relate to an earlier date (in which event such representations and warranties shall be true and correct, in all material respects, as of such earlier date). Within Participation in the foregoing limits Incremental Second Lien Term Loan shall be offered first to each of the existing Lenders, but each such Lender shall have no obligation whatsoever to provide all or any portion of the Incremental Second Lien Term Loan. Each of the then existing Lenders shall have ten (10) Business Days following receipt of a request for the Incremental Second Lien Term Loan from the Borrower to notify the Borrower and subject Agent of such Lender's commitment to make the Incremental Second Lien Term Loan. In the event that the Borrower has not received commitments from the existing Lenders in an amount equal to the terms and conditions set forth hereinrequested Incremental Second Lien Term Loan within such ten (10) Business Day period, then the Borrower may borrowinvite other banks, prepay financial institutions and reborrow Revolving Loansinvestment funds reasonably acceptable to the Agent to be joined as parties to this Agreement as Lenders hereunder with respect to the portion of such Incremental Second Lien Term Loan not committed to within such ten (10) Business Day period 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 Agent and the Borrower reasonably may request. Amounts repaid or prepaid in respect Holdings, Borrower, each of Term Loans may not be reborrowedBorrower's Subsidiaries and each Lender shall execute and deliver such agreements, documents and instalments reasonably requested by the Agent to effectuate the foregoing.