Common use of Incremental Loans Clause in Contracts

Incremental Loans. (a) The Borrower may at any time or from time to time after the Closing Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request one or more additional Tranches of term loans (the “Incremental Loans”), provided that (i) both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below, no Default or Event of Default shall exist and at the time that any such Incremental Loan is made (and after giving effect thereto) no Default or Event of Default shall exist, (ii) on the date of incurrence of any such Incremental Loans, the Borrower shall be in compliance with the covenants contained in Section 6.18 hereof on a pro forma basis (giving effect to such incurrence), (iii) the Borrower shall have delivered a certificate certifying as to clauses (i) and (ii) to the Administrative Agent, together with all calculations related thereto and (iv) the aggregate principal amount of the Incremental Loans shall not exceed $250,000,000. Each tranche of Incremental Loans shall be in an aggregate principal amount that is not less than $10,000,000 and be in an integral multiple of $5,000,000. The Incremental Loans (a) shall rank pari passu in right of payment with the Initial Loans, (b) shall not mature earlier than the Initial Maturity Date (but may, subject to clause (c) below, have amortization prior to such date), (c) shall not have a weighted average life that is shorter than the then-remaining weighted average life of the Initial Loans and (d) except as set forth above, shall be treated substantially the same as (and in any event no more favorably than, taken as a whole) the Initial Loans, provided that (i) the terms and conditions applicable to Incremental Loans maturing after the Initial Maturity Date may provide for material additional or different financial or other covenants or prepayment requirements applicable only during periods after the Initial Maturity Date and (ii) the Incremental Loans may be priced differently than the Initial Loans; provided further 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 Incremental Loans) relating to any Incremental Loans 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 Lenders providing the Initial Loans) relating to the Initial Loans immediately prior to the effectiveness of the applicable Incremental Amendment by more than 0.50%, the Applicable Margin relating to the Initial Loans shall be adjusted to be equal to the Applicable Margin relating to such Incremental Term Loans minus 0.50%. Each notice from the Borrower pursuant to this Section shall set forth the requested amount and proposed terms of the relevant Incremental Loans. Incremental Loans may be made by any existing Lender or by any other bank or other financial institution (any such other bank or other financial institution being called an “Additional Lender”), provided that the Administrative Agent shall have consented (such consent not to be unreasonably withheld) to such Lender’s or Additional Lender’s making such Incremental Loans if such consent would be required under Section 10.10(b) for an assignment of Loans to such Lender or Additional Lender. Commitments in respect of Incremental Loans shall become Commitments under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of this Section. No Lender shall be obligated to provide any Incremental Loans unless it so agrees.

Incremental Loans. (a) The Borrower A. Company may at any time or from time to time after the Closing Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request one or more additional Tranches tranches of term loans (the “Incremental Loans”), provided that (iA) both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below, no Potential Event of Default or Event of Default shall exist and at the time that any such Incremental Loan is made (and after giving effect thereto) no Potential Event of Default or Event of Default shall exist, exist and (iiB) on the date of incurrence of any such Incremental Loans, the Borrower shall be in compliance with the covenants contained in Section 6.18 hereof after giving effect on a pro forma basis (giving effect to such incurrence), (iii) the Borrower shall have delivered a certificate certifying as to clauses (i) and (ii) in accordance with subsection 1.2B to the Administrative Agentincurrence of such Indebtedness, together with all calculations related thereto and (iv) the aggregate principal amount Consolidated Leverage Ratio as of the Incremental Loans shall not exceed $250,000,000end of the most recently ended Fiscal Quarter is less than 5.00 to 1.00. Each tranche of Incremental Loans shall be in an aggregate principal amount that is not less than $10,000,000 and 25,000,000 (provided that such amount may be less than $25,000,000 if such amount represents all remaining availability under the limit set forth in an integral multiple of $5,000,000. the next sentence). B. The Incremental Loans (ai) shall rank pari passu in right of payment and of security with the Initial Loans, (bii) shall not mature earlier than the Initial Maturity Date (but may, subject with respect to clause (c) below, have amortization prior to such date)the Loans, (ciii) shall not have a weighted average life to maturity that is shorter than the then-remaining weighted average life of to maturity with respect to the Initial Loans and (div) except as set forth above, shall be treated substantially the same as the Loans (in each case, including with respect to mandatory and in any event no more favorably than, taken as a whole) the Initial Loansvoluntary prepayments), provided that (iA) the terms and conditions applicable to Incremental Loans maturing after may be materially different from those of the Initial Maturity Date may provide for material additional or different financial or other covenants or prepayment requirements applicable only during periods after Loans to the Initial Maturity Date extent such differences are reasonably acceptable to Administrative Agent and (iiB) the interest rates and amortization schedule applicable to the Incremental Loans may be priced differently than the Initial Loans; provided further 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 Incremental Loans) relating to determined by Company and the lenders thereof and shall not require consent of any Incremental Loans 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 Lenders providing the Initial Loans) relating to the Initial Loans immediately prior to the effectiveness of the applicable Incremental Amendment by more than 0.50%, the Applicable Margin relating to the Initial Loans shall be adjusted to be equal to the Applicable Margin relating to such Incremental Term Loans minus 0.50%. other Person. C. Each notice from the Borrower Company pursuant to this Section subsection 2.10 shall set forth the requested amount and proposed terms of the relevant Incremental Loans. Incremental Loans may be made by any existing Lender (it being understood that no existing Lender shall have any obligation to make a portion of any Incremental Loan unless it shall otherwise agree) or by any other bank or other financial institution (any such other bank or other financial institution being called an “Additional Lender”), ; provided that the Administrative Agent and Company shall have consented (such consent not to be unreasonably withheld) to such Lender’s or Additional Lender’s making such Incremental Loans if such consent would be required under Section 10.10(b) subsection 10.1 for an assignment of Loans to such Lender or Additional Lender. Commitments in respect of Incremental Loans shall become Commitments under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the BorrowerCompany, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative AgentAgent and Company, to effect the provisions of this Sectionsubsection. No Lender The effectiveness of any Incremental Amendment shall be obligated subject to provide any the satisfaction on the date thereof (each, an “Incremental Facility Closing Date”) of each of the conditions set forth in subsection 4.2 (it being understood that all references to “Closing Date” or similar language in such subsection 4.2 shall be deemed to refer to the effective date of such Incremental Amendment) and such other conditions as the parties thereto shall agree. Company will use the proceeds of the Incremental Loans unless it so agreesfor any purpose not prohibited by this Agreement. D. This subsection 2.10 shall supersede any provisions in subsection 10.1 or 10.5 to the contrary.

Incremental Loans. (a) The Borrower may at At any time or and from time to time after prior to the Closing Revolving Maturity Date, and, with respect to Incremental Term Loans, prior to the Tranche A Maturity Date, in each case 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 (x) increase the existing Revolving Commitments (“Incremental Revolving Commitments”) and/or (y) add one or more additional Tranches tranches of term loans or increases in the amount of any existing Class of Term Loans (the “Incremental Term Loans”), provided that (i) both at the time of any each such request and upon the effectiveness of any each Incremental Amendment referred to belowFacility Amendment, no Default or Event of Default shall exist and at the time that any such Incremental Loan is made (and after giving effect theretoA) no Default has occurred and is continuing or Event of Default shall existresult therefrom, (iiB) on the date of incurrence of any such Incremental Loans, the Borrower shall be in compliance on a Pro Forma Basis with the covenants contained in Sections 6.12 and 6.13 recomputed as of the last day of the most recent fiscal quarter for which financial statements have been or were required to be delivered pursuant to paragraph (a) or (b) of Section 6.18 hereof on a pro forma basis (giving effect to such incurrence)5.01, (iiiC) the Incremental Loans shall constitute “Senior Indebtedness” under and as defined in the Convertible Notes Documents and (D) the Borrower shall have delivered a certificate certifying as of a Financial Officer to the effect set forth in clauses (iA), (B) and (iiC) to the Administrative Agentabove, together with all calculations related thereto and relevant thereto, including reasonably detailed calculations demonstrating compliance with clause (ivB) above. Notwithstanding anything to the contrary herein, the aggregate principal amount of the Incremental Revolving Commitments and Incremental Term Loans shall not exceed $250,000,000200,000,000 and the aggregate amount of the Incremental Revolving Commitments shall not exceed $100,000,000. Each tranche exercise of the Borrower’s right to seek Incremental Revolving Commitments or Incremental Term Loans shall be in an integral multiple of $1,000,000 and be in an aggregate principal amount that is not less than $10,000,000 100,000,000, in the case of Incremental Term Loans, and be $25,000,000, in an integral multiple the case of $5,000,000. Incremental Revolving Commitments. (b) The Incremental Term Loans (ai) shall rank pari passu in right of payment in respect of the Collateral and with the Initial Obligations in respect of the Revolving Commitments and the Tranche A Term Loans, (bii) shall not mature earlier than the Initial Maturity Date (but may, subject to clause (c) below, have amortization prior to such date), (c) shall not have a weighted average life that is shorter than the then-remaining weighted average life for purposes of the Initial Loans and (d) except as set forth aboveprepayments, shall be treated substantially the same as (and in any event no more favorably than, taken as a whole) the Initial Tranche A Term Loans and (iii) other than amortization, pricing or maturity date, shall have the same terms as the Tranche A Term Loans, provided that (iA) the terms and conditions applicable to Incremental Loans maturing after the Initial Maturity Date may provide for material additional or different financial or other covenants or prepayment requirements applicable only during periods after the Initial Maturity Date and (ii) the Incremental Loans may be priced differently than the Initial Loans; provided further that if the Applicable Margin Rate (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing such Incremental Term Loans) relating to any Incremental Loans Term Loan exceeds the Applicable Margin Rate (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing the Initial Tranche A Term Loans) relating to the Initial Tranche A Term Loans immediately prior to the effectiveness of the applicable Incremental Amendment by more than 0.50%Facility Amendment, the Applicable Margin Rate relating to the Initial Tranche A Term Loans shall be adjusted to be equal to the Applicable Margin Rate (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing such Incremental Term Loans) relating to such Incremental Term Loans minus 0.50%. Loans, (B) any Incremental Term Loan shall not have a final maturity date earlier than the Tranche A Maturity Date, and (C) any Incremental Term Loan shall not have a weighted average life that is shorter than the weighted average life of the then-remaining Tranche A Term Loans. (c) Obligations incurred pursuant to the Incremental Revolving Commitments shall rank pari passu in right of payment in respect of the Collateral with the Obligations in respect of the Revolving Commitments and the Tranche A Term Loans, and any Incremental Revolving Commitments shall have the same terms as the Revolving Commitments in effect at the time such Incremental Revolving Commitments are obtained and shall be treated as a single Class with such Revolving Commitments for all purposes of this Agreement. (d) Each notice from the Borrower pursuant to this Section shall set forth the requested amount and proposed terms of the relevant Incremental Loans. Incremental Loans may be made by any Any additional bank, financial institution, existing Lender or by any other bank Person that elects to extend Incremental Loans or other financial institution Incremental Revolving Commitments shall be reasonably satisfactory to the Borrower and the Administrative Agent (any such other bank bank, financial institution, existing Lender or other financial institution Person being called an “Additional Lender”)) and, provided that the Administrative Agent shall have consented (such consent if not to be unreasonably withheld) to such already a Lender’s or Additional Lender’s making such Incremental Loans if such consent would be required under Section 10.10(b) for an assignment of Loans to such Lender or Additional Lender. Commitments in respect of Incremental Loans , shall become Commitments a Lender under this Agreement pursuant to an amendment (an “Incremental Facility Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each such Additional Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The No Lender shall be obligated to provide any Incremental Loans or Incremental Revolving Commitment, unless it so agrees. An Incremental Facility Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other any Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of this SectionSection (including to provide for voting provisions applicable to the Additional Lenders comparable to the provisions of clause (B) of the second proviso of Section 9.02(b)). No Lender The effectiveness of any Incremental Facility Amendment shall, unless otherwise agreed to by the Administrative Agent and the Additional Lenders, be subject to the satisfaction on the date thereof (each, an “Incremental Facility Closing Date”) of each of the conditions set forth in Section 4.04 (it being understood that all references to “the date of such Borrowing” in Section 4.04 shall be obligated deemed to provide refer to the Incremental Facility Closing Date). The Administrative Agent shall receive not less than 10 Business Days’ advance notice (or shorter, if agreed by the Administrative Agent) prior to any proposed Incremental Loans unless it so agreesFacility Closing Date.

Incremental Loans. (a) The Borrower may at any time or from time to time after the Closing Date, in accordance with and subject to the terms of this Agreement, by notice pursuant to Section 1.07(d) to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders)Agent, request an additional tranche of term loans from one or more additional Tranches Lenders (subject to the terms hereof) (which shall be deemed to be a separate and independent tranche from the existing Loans unless such additional tranche of term loans are added to and fungible with the Loans) to be funded in U.S. Dollars (the “Incremental Loans”)) in an aggregate principal amount of $100,000,000; provided, provided that the Incremental Loans may only be incurred pursuant to this Section 1.07 so long as (i) both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below, no Default or Event of Default shall exist and at the time that any immediately prior to incurrence of such Incremental Loan is made and (and ii) after giving pro forma effect theretoto such Incremental Loan and the use of proceeds thereof, (x) no Default or such incurrence would not result in any Event of Default shall existunder Sections 8.01(t) and 8.01(u) (in each case, (ii) as if such Event of Default were tested on the date of incurrence such incurrence) or result in any other Event of any Default and (y) the aggregate amount of all Loans (including such Incremental Loans, the Borrower ) shall be in compliance with less than the covenants contained in Section 6.18 hereof on a pro forma basis (giving effect to such incurrence)Permitted Loan Balance; provided, (iii) the Borrower shall have delivered a certificate certifying as to clauses (i) and (ii) to the Administrative Agentfurther, together with all calculations related thereto and (iv) the aggregate principal amount of that the Incremental Loans shall may only be incurred in whole (and not exceed $250,000,000. Each in part) as one additional tranche of Incremental Loans shall be term loans in an aggregate principal the amount that is not less than $10,000,000 and be in an integral multiple of $5,000,000. 100,000,000. (b) The Incremental Loans (ai) shall rank pari passu in right of payment and of security with the Initial Loans (including, without limitation, with respect to voluntary prepayments and mandatory prepayments) and shall not benefit from guarantees from any person other than guarantors of the Loans, (bii) shall not be incurred on the same terms and conditions (including, without limitation, with respect to interest rate, interest rate floor, amortization, prepayment premiums, fees and other economic terms) as the existing Loans and (iii) shall mature earlier than and be repaid in amounts and on dates consistent with the Initial Maturity Date (but may, subject to clause existing Loans. (c) below, have amortization prior to such date), (c) shall not have a weighted average life that is shorter than the then-remaining weighted average life of the Initial Loans and (d) except as set forth above, shall be treated substantially the same as (and in any event no more favorably than, taken as a whole) the Initial Loans, provided that (i) the terms and conditions applicable to Incremental Loans maturing after the Initial Maturity Date may provide for material additional or different financial or other covenants or prepayment requirements applicable only during periods after the Initial Maturity Date and (ii) the Incremental Loans may be priced differently than the Initial Loans; provided further 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 Incremental Loans) relating to any Incremental Loans 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 Lenders providing the Initial Loans) relating to the Initial Loans immediately prior to the effectiveness of the applicable Incremental Amendment by more than 0.50%, the Applicable Margin relating to the Initial Loans shall be adjusted to be equal to the Applicable Margin relating to such Incremental Term Loans minus 0.50%. Each notice from the Borrower pursuant to this Section shall set forth the requested amount and proposed terms of the relevant Incremental Loans. Incremental Loans may be made by any existing Lender or by any other bank or other financial institution (any such other bank or other financial institution being called an “Additional Lender”), provided that the Administrative Agent shall have consented (such consent not to be unreasonably withheld) to such Lender’s or Additional Lender’s making such Incremental Loans if such consent would be required under Section 10.10(b) for an assignment of Loans to such Lender or Additional Lender. Commitments in respect of Incremental Loans shall become Commitments under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Transactions Documents, executed by the Borrower, Borrower and each Lender agreeing to provide such CommitmentCommitment (and to the extent such Lender is not an existing Lender under this Agreement, such Lender shall also execute a joinder agreement and be joined as a Lender hereunder), if any, each Additional Lender, if any, ; provided that such Incremental Amendment shall not be effective prior to the date that is ten (10) Business Days (or such shorter period acceptable to Administrative Agent and HPS) from the date Administrative AgentAgent and HPS first receive the notice required pursuant to Section 1.07(d). The Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriatenecessary, in the reasonable opinion of the Administrative AgentAgent and HPS (which opinion does not operate as a consent right to the incurrence of Incremental Loans in accordance with the terms hereof) and the Borrower, to effect the provisions of this SectionSection 1.07. No Lender The effectiveness of any Incremental Amendment (and the funding of Incremental Loans thereunder) shall be obligated subject to provide the satisfaction on the date of funding such Incremental Loans of (x) such conditions as the parties thereto shall agree (which, for the avoidance of doubt, shall be consistent with the conditions in this Agreement (as modified for an extension of Incremental Loans)), (y) the terms of this Section 1.07 in respect of the Commitments in respect of Incremental Loans then being requested and the applicable Incremental Loans then being funded and after giving effect thereto, and (z) both before and after giving effect to the creation of the applicable Commitments in respect of Incremental Loans and the funding of the applicable Incremental Loans, the truth and correctness in all material respects (or in any respect if such representation or warranty contains any materiality qualifier, including references to “material,” “Material Adverse Effect” or dollar thresholds) as of such date of all representations and warranties made by the Borrower herein or in any other Transaction Document as of such date (or as of a specific earlier date if such representation or warranty expressly relates to an earlier date and except for changes therein expressly permitted or expressly contemplated by this Agreement); provided that, the proceeds of any Incremental Loans unless it so agreesmay not be used directly or indirectly by Parent or Servicer for Restricted Payments. Amounts paid or prepaid on account of any Incremental Loans may not be re-borrowed. This Section 1.07(c) shall supersede any provisions in Section 12.01 to the contrary.

Incremental Loans. (a) The Borrower may at any time or and from time to time after the Closing Dateprior to June 23, 2013 (but on no more than two occasions), by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request one or more that an additional Tranches of single-draw term loans loan be extended (the “Incremental Loans”) without consent from the Lenders (but subject to the approval by the Required Lenders of the identity of the Lenders or Additional Lenders (as defined below) making such Incremental Loans (as set forth below), ; provided that (i) both at the time of any such request all conditions and upon the effectiveness of any Incremental Amendment referred to below, no Default or Event of Default shall exist and at the time that any such Incremental Loan is made (and after giving effect thereto) no Default or Event of Default shall exist, (ii) on the date of incurrence of any such Incremental Loans, the Borrower shall be parameters set forth in compliance with the covenants contained in this Section 6.18 hereof on a pro forma basis (giving effect to such incurrence), (iii) the Borrower shall 2.16 have delivered a certificate certifying as to clauses (i) and (ii) to the Administrative Agent, together with all calculations related thereto and (iv) the aggregate principal amount of the Incremental Loans shall not exceed $250,000,000been satisfied. Each tranche Any Borrowing of Incremental Loans shall be in an aggregate principal amount that is not less than $10,000,000 2,500,000 and in integral multiples of $500,000 in excess thereof, and the Borrowings of Incremental Loans shall be in an integral multiple aggregate principal amount (including any Incremental Loans previously extended) not in excess of $5,000,00020,000,000. The Incremental Loans (aA) shall rank pari passu in right of payment and of security with the Initial other Loans, (bB) shall not mature earlier than on the Initial Maturity Date (but may, subject to clause (c) below, have amortization prior to such date), (c) shall not have a weighted average life that is shorter than the then-remaining weighted average life of the Initial Loans and (dC) except as set forth abovein an Incremental Amendment (as defined below), shall have terms identical to, and be treated substantially the same as as, the other Loans hereunder (including with respect to mandatory and in any event no more favorably thanvoluntary prepayments, taken as a whole) the Initial Loans, provided proceeds of which shall be shared pro rata among the Lenders (including the Lenders that (i) the terms and conditions applicable to Incremental Loans maturing after the Initial Maturity Date may provide for material additional or different financial or other covenants or prepayment requirements applicable only during periods after the Initial Maturity Date and (ii) extended the Incremental Loans may be priced differently than the Initial Loans; provided further 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 Incremental Loans) relating to any Incremental Loans 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 Lenders providing the Initial Loans) relating to the Initial Loans immediately prior to the effectiveness of the applicable Incremental Amendment by more than 0.50%, the Applicable Margin relating to the Initial Loans shall be adjusted to be equal to the Applicable Margin relating to such Incremental Term Loans minus 0.50%)). Each notice from the Borrower pursuant to this Section shall set forth the requested amount and proposed terms of the relevant Incremental Loans. The Incremental Loans may be made by any existing Lender or by any other bank or other financial institution Eligible Assignee (any such other bank or other financial institution Eligible Assignee which is not a Lender at the time of the making of the Incremental Loans being called an “Additional Lender”), provided provided, that both the Administrative Agent shall and the Required Lenders (each in their sole discretion) have consented (such consent not to be unreasonably withheld) to such Lender’s approved the identity of all Lenders or Additional Lender’s Lenders making such Incremental Loans; provided, further, that, subject to the other conditions set forth herein with respect to the making of Incremental Loans, the following entities are pre-approved as Additional Lenders so long as the applicable entity constitutes an Eligible Assignee at the time of making the relevant Incremental Loans: (x) Xxxxx & Company L.P. and any of its Affiliates are pre-approved with respect to Incremental Loans if such consent would be required under Section 10.10(bin the aggregate principal amount not to exceed $6,000,000, and (y) Xxxxx AIV VII, L.P. and KEP VI AIV, LLC are pre-approved for an assignment any portion of Loans to such Lender or Additional Lenderthe Incremental Loans. Commitments The commitments in respect of the Incremental Loans shall become Commitments “Commitments” under this Agreement Credit Agreement, and the Incremental Loans shall become “Loans” under this Credit Agreement, pursuant to an amendment to this Credit Agreement (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Fundamental Documents, executed by the Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The An Incremental Amendment may, without the consent of any other Lenders, may effect such amendments to this Credit Agreement and the other Loan Fundamental Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative AgentAgent and the Borrower, to effect the provisions and intent of this SectionSection and the application of the proceeds of the relevant Incremental Loans; provided, that the Incremental Amendment may not contain any terms which would have the effect of treating the Incremental Loans differently from the other Loans hereunder other than (in each case, subject to the provisions of this Section 2.16) interest rates and use of proceeds. No Lender shall be obligated to provide any Incremental Loans Loans, unless it so agrees. The Borrower may use the proceeds of the Incremental Loans for any purpose not prohibited by this Credit Agreement or the relevant Incremental Amendment. In the event that it is necessary for the interest rates (whether as a function of the reference rate or the Applicable Margin) of the Incremental Loans to be higher than the interest rates applicable to the previously extended Loans, the interest rates on such previously extended Loans shall be automatically increased to the interest rates applicable to such Incremental Loans, but if the interest rates of the Incremental Loans are lower than those applicable to the previously extended Loans, the interest rates applicable to the previously extended loans shall be unaffected. In addition to the contemplated Incremental Loans meeting the parameters set forth above in this Section 2.16 the following conditions precedent shall have been satisfied with respect to thereto: (a) at the time of the request for the extension of the Incremental Loans, upon the effectiveness of the Incremental Amendment, and at the time that the Incremental Loans are made (and immediately after giving effect thereto), no Default or Event of Default shall exist; (b) the Borrower and its Subsidiaries shall be in compliance, on a Pro Forma Basis after giving effect to the borrowing of the Incremental Loans, with the provisions of Section 6.21; (c) The Administrative Agent shall have received one or more certificates dated as of the effective date of the proposed extension of the Incremental Loans certifying as to the matters set forth in clauses (a) and (b) above as well as to the accuracy of all representations and warranties made by the Borrower herein, and attaching certified copies of resolutions of the governing body of the Borrower approving the Incremental Loans and the corresponding modifications, if any, to the Fundamental Documents required under an Incremental Amendment; and (d) The Borrower shall have (i) delivered to the Administrative Agent a borrowing notice which, in addition to the information contained in the Borrowing Certificate, shall set forth the requested amount and proposed interest rates for, and use of proceeds of, the relevant Incremental Loans, and (ii) paid any fees required under any Fee Letter in connection with the issuance of the Incremental Loans.

Incremental Loans. (a) The Any Borrower may at any time or from time to time after the Closing Second Restatement Effective Date, by notice from the Company to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of and the Lenders), request (a) one or more additional Tranches tranches of term loans or additional Loans of the same Class of Term Loans as an existing Class of Term Loans (the “Incremental Term Loans”) or (b) one or more increases in the amount of the Revolving Credit Commitments (a “Revolving Commitment Increase”), provided that that: (i) both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below, no Default or Event of Default shall exist and at the time that any such Incremental Term Loan is made (and after giving effect thereto) no Default or Event of Default shall exist, (ii) on ; provided that to the date of incurrence extent the proceeds of any such Incremental LoansTerm Loan are to be used to finance an Acquisition permitted hereunder, then this clause (i) shall not be applicable so long as no Event of Default existed at the time the acquisition agreement relating to such Acquisition was entered into; (ii) immediately after giving effect to the borrowing of such Incremental Term Loans or the establishment of such Revolving Commitment Increase, the Borrower Company shall be in compliance with the covenants contained covenant set forth in Section 6.18 hereof on a pro forma basis (giving effect to such incurrence), 7.09; (iii) the Borrower shall have delivered a certificate certifying as to clauses (i) and (ii) to the Administrative Agent, together with all calculations related thereto and (iv) the aggregate principal amount of the Incremental Loans shall not exceed $250,000,000. Each each tranche of Incremental Term Loans and each Revolving Commitment Increase shall be in an aggregate principal amount that is not less than $10,000,000 25,000,000 and shall be in an integral multiple increment of $5,000,000. The 1,000,000; (iv) the aggregate amount of Incremental Term Loans and Revolving Commitment Increases following the Second Restatement Effective Date shall not exceed an amount equal to (i) $500,000,000 less (ii) the aggregate principal amount of Indebtedness incurred prior to such time in reliance on Section 7.01(c); (v) any Incremental Term Loans (a) shall rank pari passu in right of payment with the Initial Loans, (b1) shall not mature earlier than the Initial Maturity Date (but may, subject to clause (c) below, have amortization prior to such date)Revolving Credit Termination Date, (c2) shall not have a weighted average life amortize in an amount that is shorter than the then-remaining weighted average life exceeds 20% percent of the Initial aggregate principal amount of such Term Loans per annum and (d3) shall have the interest rates, upfront fees and OID for any Series of Incremental Term Loans as agreed between the applicable Borrower and the Incremental Lenders providing the applicable Series of Incremental Term Loans; and (vi) except to the extent contemplated above or as set forth abovein this Agreement, shall be treated substantially the same as (and in all other terms of any event no more favorably than, taken as a whole) the Initial Loans, provided that (i) the terms and conditions applicable to Incremental Loans maturing after the Initial Maturity Date may provide for material additional or different financial or other covenants or prepayment requirements applicable only during periods after the Initial Maturity Date and (ii) the Incremental Loans may be priced differently than the Initial Loans; provided further 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 Incremental Loans) relating to any Incremental Loans 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 Lenders providing the Initial Loans) relating to the Initial Loans immediately prior to the effectiveness of the applicable Incremental Amendment by more than 0.50%, the Applicable Margin relating to the Initial Loans shall be adjusted to be equal to the Applicable Margin relating to such Incremental Term Loans minus 0.50%(including mandatory prepayment requirements) shall be reasonably satisfactory to the Administrative Agent. Each notice from the Borrower Company pursuant to this Section 2.01(c) shall set forth the requested amount and proposed terms of the relevant Incremental LoansTerm Loans or Revolving Commitment Increases. Incremental Term Loans may be made made, and Revolving Commitment Increases may be provided, by any existing Lender (but no existing Lender will have any obligation to make a portion of any Incremental Term Loan or any portion of any Revolving Commitment Increase and no Borrower shall have any obligation to offer any Series of Incremental Term Loans or any Revolving Commitment Increase to existing Lenders) or by any other bank or other financial institution (any such existing Lender or other bank or other financial institution being called an “Additional Incremental Lender”), provided that the Administrative Agent and the Issuing Lender, as applicable, shall have consented (such consent not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Incremental Lender’s making such Incremental Term Loans if or providing such Revolving Commitment Increases to the extent any such consent would be required under Section 10.10(b10.04(b) for an assignment of Loans or Revolving Credit Commitments, as applicable, to such Lender or Additional Incremental Lender. Commitments in respect of Incremental Term Loans and Revolving Commitment Increases shall become Commitments under this Agreement be established pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the BorrowerCompany, any Subsidiary Borrower that will be a Borrower in respect of such Incremental Term Loans, each Incremental Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Amendment may, without the consent of any other Lendersparty, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, Agent to effect the provisions of this SectionSection 2.01(c). No In connection with any Incremental Amendment, the Obligors shall deliver such customary opinions and instruments as may be reasonably requested by the Administrative Agent for purposes of ensuring the enforceability of the Loan Documents after giving effect to such Incremental Amendment. Any Incremental Term Loans established pursuant to any Incremental Amendment shall constitute a separate “Series” of Incremental Term Loans hereunder. Upon each increase in the Revolving Credit Commitments pursuant to this Section 2.01, (a) each Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Revolving Commitment Increase (each, a “Revolving Commitment Increase Lender”), and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of such Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding participations hereunder in Letters of Credit will equal the percentage of the aggregate Revolving Credit Commitments of all Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment and (b) if, on the date of such increase, there are any Revolving Credit Loans outstanding, each Revolving Commitment Increase Lender shall be obligated to provide any Incremental purchase at par such portions of each other Revolving Credit Lender’s Revolving Credit Loans unless it as the Administrative Agent may specify so agreesthat the Revolving Credit Loans are held by each Revolving Credit Lender (including each Revolving Commitment Increase Lender) on a pro rata basis in accordance with their respective Applicable Percentages.

Incremental Loans. (a) The Borrower may at any time or from time to time after the Closing Third Amendment Effective Date, by written notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders)as provided below, request one or more Lenders (including Persons who shall become Incremental Lenders pursuant to this Section 2.01(c)) to (x) provide additional Tranches Term Loans or increase the amount of their Term Loans and/or (y) establish one or more additional tranches of term loans hereunder (collectively, the “Incremental Loans”), ; provided that (ii)(A) the aggregate amount of Incremental Loans to be used solely for the purposes permitted under Section 6.08(d)(i) (the “General Incremental Loans”) shall not exceed $300,000,000; (B) the aggregate amount of Incremental Loans to be used solely for the purposes permitted under Section 6.08(d)(ii) (the “Specified Incremental Loans”) shall not exceed $200,000,000; and (C) the aggregate amount of Incremental Loans to be used solely for the purposes permitted under Section 6.08(d)(iii) (the “Additional Specified Incremental Loans”) shall not exceed $530,000,000; (ii) both at the time of any such request and upon the effectiveness of any Incremental Loan Amendment referred with respect to belowan Incremental Loan, (A) no Default or Event of Default shall exist and at (B) the time that any such Incremental Loan is made First Lien Indebtedness Ratio (and after giving effect thereto) no Default or Event of Default shall exist, (ii) on the date of incurrence of any such Incremental Loans, the Borrower shall be in compliance with the covenants contained in Section 6.18 hereof determined on a pro forma basis (giving effect as of the relevant determination date as if such Incremental Loans had been outstanding on the most recent period of four consecutive fiscal quarters) shall not be greater than 3.00 to such incurrence), 1.00; (iii) each Person which the Borrower shall have delivered a certificate certifying as request to clauses (i) and (ii) make an Incremental Loan shall be subject to the prior consent of the Administrative Agent, together with all calculations related thereto and Agent (such consent not to be unreasonably withheld); (iv) the aggregate principal amount of the Incremental Loans shall not exceed $250,000,000. Each each tranche of Incremental Loans shall be in an aggregate principal amount that is not less than $10,000,000 and be (or such lesser amount that represents all of the remaining availability under the limits set forth in an integral multiple of $5,000,000. The clause (i) above); (v) except for Incremental Loans requested under clause (ax) shall rank pari passu in right of payment with the Initial above that are Tranche A Term Loans, (b) the Incremental Loan Maturity Date of the Incremental Loans of any Series shall not mature be earlier than the Initial Tranche B Term Loan Maturity Date (but may, subject to clause (c) below, have amortization prior to except that the scheduled final maturity of such date), (c) shall not have a weighted average life that is shorter than the then-remaining weighted average life of the Initial Loans and (d) except as set forth above, shall be treated substantially the same as (and in any event no more favorably than, taken as a whole) the Initial Loans, provided that (i) the terms and conditions applicable to Incremental Loans maturing after the Initial Maturity Date may provide for material additional or different financial or other covenants or prepayment requirements applicable only during periods after the Initial Maturity Date and (ii) the Incremental Loans may be priced differently accelerated pursuant to Section 2.08(b)), and the Average Life to Maturity of the Incremental Loans shall be greater than the Initial Average Life to Maturity of the Tranche B Term Loans (except that Incremental Loans shall be entitled to participate, to the extent provided in Section 2.09(b), in mandatory prepayments); and (vi) except as otherwise provided in Section 6.09(a), the Borrower shall within 30 days after the date a Person becomes a TV/Radio Subsidiary cause the Collateral and Guarantee Requirement to be satisfied with respect to such TV/Radio Subsidiary. Such notice shall specify (w) the amount of such Incremental Loans and the Person or Persons to provide such Incremental Loans; provided further that , (x) the date on which such Incremental Loans shall be made, (y) the Incremental Loan Maturity Date and the Incremental Loan Principal Payment Dates (if any) for such Incremental Loans and (z) the Applicable Margin that will apply to such Incremental Loans and (whichif applicable) the rate of the commitment fee, for such purposes onlyif any, shall be deemed payable by the Borrower in respect of the commitment to include all upfront or similar fees or original issue discount payable to all Lenders providing make such Incremental Loans) relating to any Incremental Loans 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 Lenders providing the Initial Loans) relating to the Initial Loans immediately prior to the effectiveness of the applicable Incremental Amendment by more than 0.50%, the Applicable Margin relating to the Initial Loans shall be adjusted to be equal to the Applicable Margin relating to such Incremental Term Loans minus 0.50%. Each notice from the Borrower pursuant to this Section shall set forth the requested amount and proposed terms of the relevant Incremental Loans. Incremental Loans may be made by any existing Lender or by any other bank or other financial institution (any together with such other bank or other financial institution being called an “Additional Lender”), provided that information reasonably requested by the Administrative Agent shall have consented (such consent not to be unreasonably withheld) to such Lender’s or Additional Lender’s making such Incremental Loans if such consent would be required under Section 10.10(b) for an assignment of Loans to such Lender or Additional Lenderin connection therewith. Commitments Amounts prepaid in respect of Incremental Loans shall become Commitments under this Agreement pursuant may not be reborrowed. Notwithstanding anything herein to an amendment (an “Incremental Amendment”) to this Agreement andthe contrary, as appropriate, the other Loan Documents, executed by the Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of this Section. No no Lender shall be obligated to provide any Incremental Loans. Any Person or Persons shall become an Incremental Lender hereunder upon execution and delivery to the Administrative Agent of an Incremental Loan Amendment (in form reasonable satisfactory to the Administrative Agent) by such Person or Persons, the Borrower and the Administrative Agent; provided that the effectiveness of such Incremental Loan Amendment shall be subject to the satisfaction of each of the conditions set forth in this Section and Sections 5.02 and 5.03 (it being understood that all references to “date of such Borrowing” or similar language in Section 5.02 shall be deemed to refer to the effective date of such Incremental Loan Amendment) and such other conditions as the parties to such Incremental Loan Amendment shall agree. The Incremental Loans unless it so agreesmade pursuant to the same Incremental Loan Amendment shall be deemed to be a separate series (each a “Series”) of Incremental Loans for all purposes of this Agreement.

Incremental Loans. (a) The Borrower may at any time or from time to time after the Closing Fourth Restatement Effective Date, by written notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders)as provided below, request the establishment of one or more additional Tranches tranches of term loans hereunder (the “Incremental Loans”), ; provided that (i) the aggregate amount of Incremental Loans shall not exceed $100,000,000; (ii) both at the time of any such request and upon the effectiveness of any Incremental Loan Amendment referred with respect to belowan Incremental Loan, (A) no Default or Event of Default shall exist and at (B) the time that any such Incremental Loan is made First Lien Indebtedness Ratio (and after giving effect thereto) no Default or Event of Default shall exist, (ii) on the date of incurrence of any such Incremental Loans, the Borrower shall be in compliance with the covenants contained in Section 6.18 hereof determined on a pro forma basis (giving effect as of the relevant determination date as if such Incremental Loans had been outstanding on the most recent period of four consecutive fiscal quarters) shall not be greater than 3.00 to such incurrence), 1.00; (iii) each Person which the Borrower shall have delivered a certificate certifying as request to clauses (i) and (ii) make an Incremental Loan shall be subject to the Administrative Agent, together with all calculations related thereto and (iv) the aggregate principal amount prior consent of the Incremental Loans shall Administrative Agent (such consent not exceed $250,000,000. Each to be unreasonably withheld); (v) each tranche of Incremental Loans shall be in an aggregate principal amount that is not less than $10,000,000 and be (or such lesser amount that represents all of the remaining availability under the limit set forth in an integral multiple clause (i) above); (vi) the Incremental Loan Maturity Date of $5,000,000. The the Incremental Loans (a) shall rank pari passu in right of payment with the Initial Loans, (b) any Series shall not mature be earlier than the Initial Tranche B Term Loan Maturity Date (but may, subject to clause (c) below, have amortization prior to except that the scheduled final maturity of such date), (c) shall not have a weighted average life that is shorter than the then-remaining weighted average life of the Initial Loans and (d) except as set forth above, shall be treated substantially the same as (and in any event no more favorably than, taken as a whole) the Initial Loans, provided that (i) the terms and conditions applicable to Incremental Loans maturing after the Initial Maturity Date may provide for material additional or different financial or other covenants or prepayment requirements applicable only during periods after the Initial Maturity Date and (ii) the Incremental Loans may be priced differently accelerated pursuant to Section 2.08(b)), and the Average Life to Maturity of the Incremental Loans shall be greater than the Initial Average Life to Maturity of the Tranche B Term Loans (except that Incremental Loans shall be entitled to participate, to the extent provided in Section 2.09(b), in mandatory prepayments); (viii) the proceeds of Incremental Loans shall be used solely for the purposes permitted under Section 6.08(c); and (ix) the aggregate outstanding principal balance of all Term Loans (including any Incremental Loans borrowed after the First Amendment Effective Date) shall not exceed $370,000,000. Such notice shall specify (w) the amount of such Incremental Loans and the Person or Persons to provide such Incremental Loans; provided further that , (x) the date on which such Incremental Loans shall be made, (y) the Incremental Loan Maturity Date and the Incremental Loan Principal Payment Dates (if any) for such Incremental Loans and (z) the Applicable Margin that will apply to such Incremental Loans and (whichif applicable) the rate of the commitment fee, for such purposes onlyif any, shall be deemed payable by the Borrower in respect of the commitment to include all upfront or similar fees or original issue discount payable to all Lenders providing make such Incremental Loans) relating to any Incremental Loans 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 Lenders providing the Initial Loans) relating to the Initial Loans immediately prior to the effectiveness of the applicable Incremental Amendment by more than 0.50%, the Applicable Margin relating to the Initial Loans shall be adjusted to be equal to the Applicable Margin relating to such Incremental Term Loans minus 0.50%. Each notice from the Borrower pursuant to this Section shall set forth the requested amount and proposed terms of the relevant Incremental Loans. Incremental Loans may be made by any existing Lender or by any other bank or other financial institution (any together with such other bank or other financial institution being called an “Additional Lender”), provided that information reasonably requested by the Administrative Agent shall have consented (such consent not to be unreasonably withheld) to such Lender’s or Additional Lender’s making such Incremental Loans if such consent would be required under Section 10.10(b) for an assignment of Loans to such Lender or Additional Lenderin connection therewith. Commitments Amounts prepaid in respect of Incremental Loans shall become Commitments under this Agreement pursuant may not be reborrowed. Notwithstanding anything herein to an amendment (an “Incremental Amendment”) to this Agreement andthe contrary, as appropriate, the other Loan Documents, executed by the Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of this Section. No no Lender shall be obligated to provide any Incremental Loans. Any Person or Persons shall become an Incremental Lender hereunder upon execution and delivery to the Administrative Agent of an Incremental Loan Amendment (in form reasonable satisfactory to the Administrative Agent) by such Person or Persons, the Borrower and the Administrative Agent; provided that the effectiveness of such Incremental Loan Amendment shall be subject to the satisfaction of each of the conditions set forth in this Section and Sections 5.02 and 5.03 (it being understood that all references to “date of such Borrowing” or similar language in Section 5.02 shall be deemed to refer to the effective date of such Incremental Loan Amendment) and such other conditions as the parties to such Incremental Loan Amendment shall agree. The Incremental Loans unless it so agreesmade pursuant to the same Incremental Loan Amendment shall be deemed to be a separate series (each a “Series”) of Incremental Loans for all purposes of this Agreement.

Incremental Loans. (a) The Borrower Borrowers may at any time or from time to time after the Closing Agreement Date, by upon not less than five (5) Business Days written notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy of such notice to each of the Lenders), request one or more additional Tranches that an increase in the principal amount of term loans Loans (the “Incremental Loans”)) be made available to the Borrowers, provided that (i) both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to belowthat, no Default or Event of Default shall exist and at the time that any such Incremental Loan is made (immediately prior to, and after giving effect theretoto the incurrence of such Incremental Loans and any transaction consummated in connection therewith, (i) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects, (ii) no Default or Event of Default shall existhave occurred and be continuing and (iii) the Senior Secured Leverage Ratio is no greater, (ii) on the date of incurrence of any such Incremental Loans, the Borrower shall be in compliance with the covenants contained in Section 6.18 hereof calculated on a pro forma basis (giving effect basis, than 3.50 to such incurrence), (iii) the Borrower shall have delivered a certificate certifying as to clauses (i) and (ii) to the Administrative Agent, together with all calculations related thereto and (iv) the aggregate principal amount of the Incremental Loans shall not exceed $250,000,0001.00. Each tranche incurrence of Incremental Loans shall be in an aggregate principal amount that is not less than $10,000,000 and be 5,000,000; provided, that the aggregate principal amount of all Incremental Loans incurred hereunder shall not exceed $150,000,000 less the aggregate amount of then outstanding Funded Debt incurred pursuant to Section 8.1(q)(ii) that is in an integral multiple excess of $5,000,000100,000,000. The Incremental Loans (aw) shall rank pari passu in right of payment and of security with the Initial LoansLoans (though such Incremental Loans may be secured by less than all of the Collateral), (bx) shall not mature earlier than the Initial Maturity Date (but may, subject with respect to clause (c) below, have amortization prior to such date)the Tranche of Loans being increased, (cy) shall not have a weighted average life that is shorter than the then-remaining weighted average life of the Initial Loans and (d) except as set forth above, shall be treated substantially the same as the Tranche of Loans being increased (including, without limitation, with respect to mandatory and in any event no more favorably than, taken as a wholevoluntary prepayments) the Initial Loans, provided that (i) the terms and conditions applicable to Incremental Loans maturing after the Initial Maturity Date may provide for material additional or different financial or other covenants or prepayment requirements applicable only during periods after the Initial Maturity Date and (iiz) shall have interest rates and amortization schedules as determined by the Incremental Loans may be priced differently than Borrowers and the Initial Loanslenders thereof; provided further that if that, as of the Applicable Margin date of the incurrence of any Incremental Loan (which, for such purposes only, shall be deemed 1) the Weighted Average Life to include all upfront or similar fees or original issue discount payable to all Lenders providing Maturity of such Incremental LoansLoan shall not be shorter than that of the Tranche of Loans being increased and (2) relating in the event that the All-In Yield applicable to any such Incremental Loans exceeds the Applicable Margin (whichAll-In Yield of the Tranche of Loans being increased by more than 50 basis points, the interest rate margins for existing such purposes only, Tranche of Loans shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing the Initial Loans) relating increased to the Initial extent necessary so that the All-In Yield of such Loans immediately prior is equal to the effectiveness All-In Yield of the applicable Incremental Amendment by more than 0.50%, the Applicable Margin relating to the Initial Loans shall be adjusted to be equal to the Applicable Margin relating to such Incremental Term Loans minus 0.50%50 basis points. Each notice from the Borrower Borrowers pursuant to this Section 2.17 shall set forth the requested amount and proposed terms of the relevant Incremental Loans. Incremental Loans may be made by any existing Lender (and each existing Lender will have the right, but not an obligation, on terms permitted in this Section 2.17 and otherwise on terms reasonably acceptable to the Administrative Agent, to make a portion of any Incremental Loan equal to the amount of Incremental Loans so requested by the Borrowers multiplied by such Lender’s Aggregate Commitment Ratio) or by any other bank or other financial institution reasonably acceptable to the Borrowers and the Administrative Agent (any such other bank or other financial institution being called an “Additional Lender”), provided that the Administrative Agent shall have consented (such consent not to be unreasonably withheld) to such Lender’s or Additional Lender’s making such Incremental Loans if such consent would be required under Section 10.10(b) for an assignment of Loans to such Lender or Additional Lender. Commitments in respect of Incremental Loans shall become Commitments Loans under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the BorrowerBorrowers, each Lender agreeing to provide such CommitmentLoans, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative AgentAgent and the Borrowers, to effect the provisions of this SectionSection 2.17. The effectiveness of any Incremental Amendment and the borrowings of Incremental Loans under this Agreement (as amended by such Incremental Amendment) shall be subject to the satisfaction of such conditions as the parties thereto shall agree. The Borrowers will use the proceeds of any Incremental Loans for any purposes not prohibited by this Agreement. No Lender shall be obligated to provide any Incremental Loans unless it so agrees. This Section 2.17 shall supersede any provisions in Section 2.10 or Section 11.12 to the contrary.

Incremental Loans. (a) The Borrower may at At any time or from time to time after the Closing Restatement Effective Date prior to the Maturity Date, the Borrower may, by notice to the Administrative Agent (whereupon the Administrative Agent which shall promptly deliver a copy to each of the Lenders), request one or more additional Tranches the addition to this Agreement of a new tranche of term loans loans, or an incremental revolving credit facility or any combination thereof (the “"Incremental Loans”Facilities"); provided, provided however, that both (ix) both at the time of any such request and (y) upon the effectiveness of any such Incremental Amendment referred to belowFacility, no Default or Event of Default shall exist and at the time that any such Incremental Loan is made (and after giving effect thereto) no Default or Event of Default shall exist, (ii) on the date of incurrence of any such Incremental Loans, the Borrower shall shall, if a Financial Covenant Effectiveness Period is then occurring, be in compliance with Section 6.12 (calculated, in the covenants contained in Section 6.18 hereof case of clause (y), on a pro forma basis (giving to give effect to such incurrenceany borrowing under the Incremental Facility and any substantially simultaneous repayments of Revolving Loans), (iii) the Borrower . The Incremental Facilities shall have delivered a certificate certifying as to clauses (i) and (ii) to the Administrative Agent, together with all calculations related thereto and (iv) the aggregate principal amount of the Incremental Loans shall not exceed $250,000,000. Each tranche of Incremental Loans shall be in an aggregate principal amount that is not less than $10,000,000 and be in an integral multiple excess of $5,000,000. The Incremental Loans 350,000,000, (aii) shall rank pari passu in right of payment and of security with the Initial other Loans, (biii) shall not if such Incremental Facility is a term loan facility, amortize in a manner, and be subject to mandatory prepayments (if any) on terms, acceptable to the Agents, and mature no earlier than the Initial Maturity Date (but may, subject to clause (c) below, have amortization prior to such date)Date, (civ) shall not bear interest at the market interest rate, as determined at the time such Incremental Facility becomes effective, (v) have a weighted average life that is shorter than such other pricing as may be agreed by the then-remaining weighted average life of Borrower and the Initial Loans Administrative Agent and (dvi) except as set forth above, shall otherwise be treated substantially the same as (and in any event hereunder no more favorably thanthan the Revolving Loans; provided, taken as a whole) the Initial Loans, provided that (i) the terms and conditions provisions applicable to the Incremental Loans maturing after the Initial Maturity Date Facilities may provide for material additional or different financial or other covenants or prepayment requirements applicable only during periods after the Initial Maturity Date and (ii) Date. The sum of the aggregate amount of loans outstanding under the Incremental Loans may be priced differently than Facilities and the Initial Loans; provided further that if total Revolving Exposure at any time shall not exceed the Applicable Margin (whichBorrowing Base Amount in effect at such time, for such purposes only, and the proceeds of the Incremental Facilities shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing such Incremental Loans) relating to any Incremental Loans exceeds used solely for 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 the Initial Loans) relating to the Initial Loans immediately prior to the effectiveness of the applicable Incremental Amendment by more than 0.50%, the Applicable Margin relating to the Initial Loans shall be adjusted to be equal to the Applicable Margin relating to such Incremental Term Loans minus 0.50%set forth in Section 5.10. Each Such notice from the Borrower pursuant to this Section shall set forth the requested amount and proposed terms class of Incremental Facilities, and shall offer each Lender the opportunity to offer a commitment (the "Incremental Commitment") to provide a portion of the relevant Incremental LoansFacility by giving written notice of such offered commitment to the Administrative Agent and the Borrower within a time period (the "Offer Period") to be specified in the Borrower's notice; provided, however, that no existing Lender will be obligated to subscribe for any portion of such commitments. In the event that, at the expiration of the Offer Period, Lenders shall have provided commitments in an aggregate amount less than the total amount of the Incremental Loans Facility initially requested by the Borrower, the Borrower may request that Incremental Facility commitments be made by any existing Lender in a lesser amount equal to such commitments and/or shall have the right to arrange for one or by any other bank more banks or other financial institution institutions (any such other bank or other financial institution being called an “"Additional Lender”), ") to extend commitments to provide a portion of the Incremental Facility in an aggregate amount equal to the unsubscribed amount of the initial request; provided that each Additional Lender shall be subject to the approval of the Administrative Agent shall have consented (such consent not to be unreasonably withheld) ); and provided further that the Additional Lenders shall be offered the opportunity to such Lender’s or Additional Lender’s making such provide the Incremental Loans if such consent would be required under Section 10.10(b) for an assignment of Loans Facility only on terms previously offered to such Lender or Additional Lenderthe existing Lenders pursuant to the immediately preceding sentence. Commitments in respect of Incremental Loans shall Facilities will become Commitments under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and(such an amendment, as appropriate, the other Loan Documents, an "Incremental Facility Amendment") executed by each of the BorrowerBorrower and each Subsidiary Loan Party, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Amendment may, without the consent effectiveness of any other Lenders, effect such amendments Incremental Facility Amendment shall be subject to this Agreement and the other Loan Documents as may be necessary or appropriate, in satisfaction on the reasonable opinion date thereof of each of the Administrative Agent, to effect the provisions of this Section. No Lender shall be obligated to provide any Incremental Loans unless it so agreesconditions set forth in Section 4.02.