Common use of Incremental RL Commitments Clause in Contracts

Incremental RL Commitments. (a) So long as no Default or Event of Default is then in existence, the U.S. Borrower shall have the right, in consultation and coordination with the Administrative Agent as to all of the matters set forth below in this Section 2.16, but without requiring the consent of any of the Lenders, to request at any time after the date on which the Syndication Date has occurred, and prior to the date which is 12 months prior to the Initial Revolving Loan Maturity Date, that one or more Lenders (and/or one or more other Persons which are Eligible Transferees and which will become Lenders) provide Incremental RL Commitments to the U.S. Borrower and, subject to the terms and conditions contained in this Agreement and in the respective Incremental RL Commitment Agreement, make U.S. Borrower Revolving Loans pursuant thereto; it being understood and agreed, however, that (i) no Lender shall be obligated to provide an Incremental RL Commitment as a result of any such request by the U.S. Borrower, and until such time, if any, as such Lender has agreed in its sole discretion to provide an Incremental RL Commitment and executed and delivered to the Administrative Agent an Incremental RL Commitment Agreement as provided in clause (b) of this Section 2.16, such Lender shall not be obligated to fund any U.S. Borrower Revolving Loans in excess of its U.S. Borrower Revolving Loan Commitment as in effect prior to giving effect to such Incremental RL Commitment provided pursuant to this Section 2.16, (ii) any Lender (including any Eligible Transferee who will become a Lender) may so provide an Incremental RL Commitment without the consent of any other Lender, (iii) the provision of Incremental RL Commitments on a given date pursuant to this Section 2.16 shall only be permitted on a single occasion on such date, shall be in a minimum aggregate amount for all Lenders (including Eligible Transferees who will become Lenders) of at least U.S. $10,000,000 and shall be in a maximum aggregate amount of U.S. $20,000,000, (iv) the aggregate amount of all Incremental RL Commitments provided pursuant to this Section 2.16 after the Amendment No. 1 Effective Date, when combined with the aggregate amount of all Incremental Term Loan Commitments provided pursuant to Section 2.15 after the Amendment No. 1 Effective Date (taking the U.S. Dollar Equivalent of any Incremental Term Loan Commitment denominated in Canadian Dollars at the time of the borrowing thereof) and the aggregate principal (face) amount of Permitted Junior Debt issued or incurred after the Amendment No. 1 Effective Date, shall not exceed $150,000,000; provided that the U.S. Borrower may obtain Incremental RL Commitments so long as the Consolidated Senior Secured Net Leverage Ratio, determined on a Pro Forma Basis as of the last day of the most recently ended Calculation Period for which Section 9.01 Financials were required to have been delivered (or, if no Calculation Period has passed, as of the last four quarters ended), in each case, as if such Ratio-Based Incremental Facility (and Revolving Credit Loans in an amount equal to the full amount of any such Incremental RL Commitments) had been outstanding on the last day of such four-quarter period, shall not exceed 3.50 to 1.00, (v) the proceeds of all U.S. Borrower Revolving Loans made pursuant to any Incremental RL Commitment Agreement shall be used only for the purpose of consummating one or more Permitted Acquisitions and/or providing for any increased working capital needs as reasonably determined by the U.S. Borrower resulting therefrom, (vi) all Incremental RL Commitments shall constitute part of, and be added to the Tranche constituting the Initial U.S. Borrower Revolving Loan Commitments and (vii) all U.S. Borrower Revolving Loans provided pursuant to an Incremental RL Commitment (and all interest, fees and other amounts payable thereon) shall be Obligations of the U.S. Borrower under this Agreement and the other applicable Credit Documents and shall be secured by the relevant Security Agreements, and guaranteed under each relevant Guaranty, on a pari passu basis with all other Loans secured by each such Security Agreement and guaranteed under each such Guaranty. (b) At the time of the provision of Incremental RL Commitments pursuant to this Section 2.16, the U.S. Borrower, the Administrative Agent and each such Lender or other Eligible Transferee which agrees to provide an Incremental RL Commitment (each, an “Incremental RL Lender”) shall execute and deliver to the Administrative Agent an Incremental RL Commitment Agreement substantially in the form of Exhibit N (appropriately completed), with the effectiveness of the Incremental RL Commitment provided therein to occur on the date on which (w) a fully executed copy of the respective Incremental RL Commitment Agreement shall have been delivered to the Administrative Agent, (x) all fees required to be paid in connection therewith at the time of such effectiveness shall have been paid (including, without limitation, any agreed upon up-front or arrangement fees owing to the Administrative Agent), (y) all Incremental Loan Commitment Requirements are satisfied, and (z) all other conditions set forth in this Section 2.16 shall have been satisfied. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Incremental RL Commitment Agreement, and at such time (i) the Total Initial U.S. Borrower Revolving Loan Commitment under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such Incremental RL Commitments, (ii) Schedule 2.01 shall be deemed modified to reflect the revised Initial U.S. Borrower Revolving Loan Commitments of the affected Lenders and (iii) to the extent requested by any Incremental RL Lender, U.S. Borrower Revolving Notes will be issued at the U.S. Borrower’s expense, to such Incremental RL Lender, to be in conformity with the requirements of Section 2.05. (c) At the time of any provision of Incremental RL Commitments pursuant to this Section 2.16, the U.S. Borrower shall, in coordination with the Administrative Agent, repay outstanding Initial U.S. Borrower Revolving Loans of certain of the U.S. Borrower RL Lenders, and incur additional Initial U.S. Borrower Revolving Loans from certain other U.S. Borrower RL Lenders (including the Incremental RL Lenders), in each case to the extent necessary so that all of the U.S. Borrower RL Lenders participate in each outstanding Borrowing of Initial U.S. Borrower Revolving Loans pro rata on the basis of their respective Initial U.S. Borrower Revolving Loan Commitments (after giving effect to any increase in the Total Initial U.S. Borrower Revolving Loan Commitment pursuant to this Section 2.15) and with the U.S. Borrower being obligated to pay to the respective U.S. Borrower RL Lenders any costs of the type referred to in Section 2.11 in connection with any such repayment and/or Borrowing (and in any event including any amounts, as reasonably determined by the respective Lenders, to compensate them for funding any Initial U.S. Borrower Revolving Loans during an existing Interest Period (rather than at the beginning at the respective Interest Period based on rates then applicable thereto)). All determinations by any Lender pursuant to the immediately preceding sentence shall, absent manifest error, be final and conclusive and binding on all parties hereto.

Incremental RL Commitments. (a) So long as no Default or Event the Incremental Loan Commitment Request Requirements are satisfied at the time of Default is then in existencethe delivery of the request referred to below, the U.S. Borrower shall have the right, with the consent of, and in consultation and coordination with with, the Administrative Agent as to all of the matters set forth below in this Section 2.162.15, but without requiring the consent of any of the Lenders, to request at any time and from time to time after the date on which the Syndication Restatement Effective Date has occurred, and prior to the date which is 12 months prior to the Initial Revolving Loan Maturity Date, that one or more Lenders (and/or one or more other Persons which are Eligible Transferees and which will become LendersLenders as provided below) provide Incremental RL Commitments to the U.S. Borrower and, subject to the applicable terms and conditions contained in this Agreement and in the respective Incremental RL Commitment Agreement, make U.S. Borrower Revolving Loans pursuant thereto; it being understood and agreed, however, that (i) no Lender shall be obligated to provide an Incremental RL Commitment as a result of any such request by the U.S. Borrower, and until such time, if any, as such Lender has agreed in its sole discretion to provide an Incremental RL Commitment and executed and delivered to the Administrative Agent an Incremental RL Commitment Agreement in respect thereof as provided in clause (b) of this Section 2.162.15, such Lender shall not be obligated to fund any U.S. Borrower Revolving Loans in excess of its U.S. Borrower Revolving Loan Commitment as in effect prior to giving effect to such Incremental RL Commitment provided pursuant to this Section 2.162.15, (ii) any Lender (including any Eligible Transferee who will become a Lender) may so provide an Incremental RL Commitment without the consent of any other Lender, (iii) the each provision of Incremental RL Commitments on a given date pursuant to this Section 2.16 shall only be permitted on a single occasion on such date, 2.15 shall be in a minimum aggregate amount (for all Lenders (including any Eligible Transferees Transferee who will become Lendersa Lender)) of at least U.S. $10,000,000 25,000,000 and shall be in a maximum aggregate amount integral multiples of U.S. $20,000,0005,000,000 in excess thereof, (iv) the aggregate amount of all Incremental RL Commitments provided pursuant to this Section 2.16 after the Amendment No. 1 Effective Date2.15, when combined with the aggregate amount of all Incremental Term Loan Commitments provided pursuant to Section 2.15 after the Amendment No. 1 Effective Date (taking the U.S. Dollar Equivalent of any Incremental Term Loan Commitment denominated in Canadian Dollars at the time of the borrowing thereof) and the aggregate principal (face) amount of Permitted Junior Debt issued or incurred after the Amendment No. 1 Effective Date2.14, shall not exceed $150,000,000; provided that the U.S. Borrower may obtain Maximum Incremental RL Commitments so long as the Consolidated Senior Secured Net Leverage Ratio, determined on a Pro Forma Basis as of the last day of the most recently ended Calculation Period for which Section 9.01 Financials were required to have been delivered (or, if no Calculation Period has passed, as of the last four quarters ended), in each case, as if such Ratio-Based Incremental Facility (Commitment Amount and Revolving Credit Loans in an amount equal to the full amount of any such Incremental RL Commitments) had been outstanding on the last day of such four-quarter period, shall not exceed 3.50 to 1.00, (v) the proceeds of all U.S. Borrower Incremental Revolving Loans made pursuant to any Incremental RL Commitment Agreement shall be used only for the purpose of consummating one or more Permitted Acquisitions and/or providing for any increased working capital needs as reasonably determined by the U.S. Borrower resulting therefrom, (vi) all Incremental RL Commitments shall constitute part of, and be added to the Tranche constituting the Initial U.S. Borrower Revolving Loan Commitments and (vii) all U.S. Borrower Revolving Loans provided pursuant to an Incremental RL Commitment (and all interest, fees and other amounts payable thereon) shall be Obligations of the U.S. Borrower under this Agreement and the other applicable Credit Documents and shall be secured by the relevant Security AgreementsPledge Agreement, and guaranteed under each relevant the Subsidiaries Guaranty, on a pari passu basis with all other Loans Obligations secured by each such Security the Pledge Agreement and guaranteed under each such the Subsidiaries Guaranty. (b) At the time of the provision of Incremental RL Commitments pursuant to this Section 2.16, the U.S. Borrower, the Administrative Agent and each such Lender or other Eligible Transferee which agrees to provide an Incremental RL Commitment (each, an “Incremental RL Lender”) shall execute and deliver to the Administrative Agent an Incremental RL Commitment Agreement substantially in the form of Exhibit N (appropriately completed), with the effectiveness of the Incremental RL Commitment provided therein to occur on the date on which (w) a fully executed copy of the respective Incremental RL Commitment Agreement shall have been delivered to the Administrative Agent, (x) all fees required to be paid in connection therewith at the time of such effectiveness shall have been paid (including, without limitation, any agreed upon up-front or arrangement fees owing to the Administrative Agent), (y) all Incremental Loan Commitment Requirements are satisfied, and (z) all other conditions set forth in this Section 2.16 shall have been satisfied. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Incremental RL Commitment Agreement, and at such time (i) the Total Initial U.S. Borrower Revolving Loan Commitment under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such Incremental RL Commitments, (ii) Schedule 2.01 shall be deemed modified to reflect the revised Initial U.S. Borrower Revolving Loan Commitments of the affected Lenders and (iii) to the extent requested by any Incremental RL Lender, U.S. Borrower Revolving Notes will be issued at the U.S. Borrower’s expense, to such Incremental RL Lender, to be in conformity with the requirements of Section 2.05. (c) At the time of any provision of Incremental RL Commitments pursuant to this Section 2.16, the U.S. Borrower shall, in coordination with the Administrative Agent, repay outstanding Initial U.S. Borrower Revolving Loans of certain of the U.S. Borrower RL Lenders, and incur additional Initial U.S. Borrower Revolving Loans from certain other U.S. Borrower RL Lenders (including the Incremental RL Lenders), in each case to the extent necessary so that all of the U.S. Borrower RL Lenders participate in each outstanding Borrowing of Initial U.S. Borrower Revolving Loans pro rata on the basis of their respective Initial U.S. Borrower Revolving Loan Commitments (after giving effect to any increase in the Total Initial U.S. Borrower Revolving Loan Commitment pursuant to this Section 2.15) and with the U.S. Borrower being obligated to pay to the respective U.S. Borrower RL Lenders any costs of the type referred to in Section 2.11 in connection with any such repayment and/or Borrowing (and in any event including any amounts, as reasonably determined by the respective Lenders, to compensate them for funding any Initial U.S. Borrower Revolving Loans during an existing Interest Period (rather than at the beginning at the respective Interest Period based on rates then applicable thereto)). All determinations by any Lender pursuant to the immediately preceding sentence shall, absent manifest error, be final and conclusive and binding on all parties hereto.

Incremental RL Commitments. (a) So long as no Default or Event of Default is then in existence, the U.S. Borrower shall have the right, in consultation and coordination with the Administrative Agent as to all of the matters set forth below in this Section 2.16, but without requiring the consent of any of the Lenders, to request at any time after the date on which the Syndication Date has occurred, and prior to the date which is 12 months prior to the Initial Revolving Loan Maturity Date, that one or more Lenders (and/or one or more other Persons which are Eligible Transferees and which will become Lenders) provide Incremental RL Commitments to the U.S. Borrower and, subject to the terms and conditions contained in this Agreement and in the respective Incremental RL Commitment Agreement, make U.S. Borrower Revolving Loans pursuant thereto; it being understood and agreed, however, that (i) no Lender shall be obligated to provide an Incremental RL Commitment as a result of any such request by the U.S. Borrower, and until such time, if any, as such Lender has agreed in its sole discretion to provide an Incremental RL Commitment and executed and delivered to the Administrative Agent an Incremental RL Commitment Agreement as provided in clause (b) of this Section 2.16, such Lender shall not be obligated to fund any U.S. Borrower Revolving Loans in excess of its U.S. Borrower Revolving Loan Commitment as in effect prior to giving effect to such Incremental RL Commitment provided pursuant to this Section 2.16, (ii) any Lender (including any Eligible Transferee who will become a Lender) may so provide an Incremental RL Commitment without the consent of any other Lender, (iii) the provision of Incremental RL Commitments on a given date pursuant to this Section 2.16 shall only be permitted on a single occasion on such date, shall be in a minimum aggregate amount for all Lenders (including Eligible Transferees who will become Lenders) of at least U.S. $10,000,000 and shall be in a maximum aggregate amount of U.S. $20,000,000, (iv) the aggregate amount of all Incremental RL Commitments provided pursuant to this Section 2.16 after the Amendment No. 1 Effective Date2.16, when combined with the aggregate amount of all Incremental Term Loan Commitments provided pursuant to Section 2.15 after the Amendment No. 1 Effective Date (taking the U.S. Dollar Equivalent of any Incremental Term Loan Commitment denominated in Canadian Dollars at the time of the borrowing thereof) and the aggregate principal (face) amount of Permitted Junior Debt issued or incurred after the Amendment No. 1 Effective Initial Borrowing Date, shall not exceed $150,000,000; provided that the U.S. Borrower may obtain Incremental RL Commitments so long as the Consolidated Senior Secured Net Leverage Ratio, determined on a Pro Forma Basis as of the last day of the most recently ended Calculation Period for which Section 9.01 Financials were required to have been delivered (or, if no Calculation Period has passed, as of the last four quarters ended), in each case, as if such Ratio-Based Incremental Facility (and Revolving Credit Loans in an amount equal to the full amount of any such Incremental RL Commitments) had been outstanding on the last day of such four-quarter period, shall not exceed 3.50 to 1.00, (v) the proceeds of all U.S. Borrower Revolving Loans made pursuant to any Incremental RL Commitment Agreement shall be used only for the purpose of consummating one or more Permitted Acquisitions and/or providing for any increased working capital needs as reasonably determined by the U.S. Borrower resulting therefrom, (vi) all Incremental RL Commitments shall constitute part of, and be added to the Tranche constituting the Initial U.S. Borrower Revolving Loan Commitments and (vii) all U.S. Borrower Revolving Loans provided pursuant to an Incremental RL Commitment (and all interest, fees and other amounts payable thereon) shall be Obligations of the U.S. Borrower under this Agreement and the other applicable Credit Documents and shall be secured by the relevant Security Agreements, and guaranteed under each relevant Guaranty, on a pari passu basis with all other Loans secured by each such Security Agreement and guaranteed under each such Guaranty. (b) At the time of the provision of Incremental RL Commitments pursuant to this Section 2.16, the U.S. Borrower, the Administrative Agent and each such Lender or other Eligible Transferee which agrees to provide an Incremental RL Commitment (each, an “Incremental RL Lender”) shall execute and deliver to the Administrative Agent an Incremental RL Commitment Agreement substantially in the form of Exhibit N (appropriately completed), with the effectiveness of the Incremental RL Commitment provided therein to occur on the date on which (w) a fully executed copy of the respective Incremental RL Commitment Agreement shall have been delivered to the Administrative Agent, (x) all fees required to be paid in connection therewith at the time of such effectiveness shall have been paid (including, without limitation, any agreed upon up-front or arrangement fees owing to the Administrative Agent), (y) all Incremental Loan Commitment Requirements are satisfied, and (z) all other conditions set forth in this Section 2.16 shall have been satisfied. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Incremental RL Commitment Agreement, and at such time (i) the Total Initial U.S. Borrower Revolving Loan Commitment under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such Incremental RL Commitments, (ii) Schedule 2.01 shall be deemed modified to reflect the revised Initial U.S. Borrower Revolving Loan Commitments of the affected Lenders and (iii) to the extent requested by any Incremental RL Lender, U.S. Borrower Revolving Notes will be issued at the U.S. Borrower’s expense, to such Incremental RL Lender, to be in conformity with the requirements of Section 2.05. (c) At the time of any provision of Incremental RL Commitments pursuant to this Section 2.16, the U.S. Borrower shall, in coordination with the Administrative Agent, repay outstanding Initial U.S. Borrower Revolving Loans of certain of the U.S. Borrower RL Lenders, and incur additional Initial U.S. Borrower Revolving Loans from certain other U.S. Borrower RL Lenders (including the Incremental RL Lenders), in each case to the extent necessary so that all of the U.S. Borrower RL Lenders participate in each outstanding Borrowing of Initial U.S. Borrower Revolving Loans pro rata on the basis of their respective Initial U.S. Borrower Revolving Loan Commitments (after giving effect to any increase in the Total Initial U.S. Borrower Revolving Loan Commitment pursuant to this Section 2.15) and with the U.S. Borrower being obligated to pay to the respective U.S. Borrower RL Lenders any costs of the type referred to in Section 2.11 in connection with any such repayment and/or Borrowing (and in any event including any amounts, as reasonably determined by the respective Lenders, to compensate them for funding any Initial U.S. Borrower Revolving Loans during an existing Interest Period (rather than at the beginning at the respective Interest Period based on rates then applicable thereto)). All determinations by any Lender pursuant to the immediately preceding sentence shall, absent manifest error, be final and conclusive and binding on all parties hereto.

Incremental RL Commitments. (a) So long as no Default or Event the Incremental Loan Commitment Requirements are satisfied at the time of Default is then in existencethe delivery of the request referred to below, the U.S. Borrower shall have the rightright in coordination with, in consultation and coordination with the Administrative Agent as to all of the matters set forth below in this Section 2.162.14, but without requiring the consent of any of the Lenders, to request at any time and from time to time after the date on which the Syndication Closing Date has occurred, and prior to the date which is 12 months prior to the Initial Revolving Loan Maturity Date, that one or more Lenders (and/or one or more other Persons which are Eligible Transferees Assignees and which will become LendersLenders as provided below) provide Incremental RL Commitments to the U.S. Borrower and, subject to the applicable terms and conditions contained in this Agreement and in the respective Incremental RL Commitment Agreement, make U.S. Borrower Revolving Loans and participate in Revolving Letters of Credit pursuant thereto; it being understood and agreed, however, that that (i) no Lender shall be obligated to provide an Incremental RL Commitment as a result of any such request by the U.S. Borrower, and until such time, if any, as such Lender has agreed in its sole discretion to provide an Incremental RL Commitment and executed and delivered to the Administrative Agent an Incremental RL Commitment Agreement in respect thereof as provided in clause (b) of this Section 2.162.14, such Lender shall not be obligated to fund any U.S. Borrower Revolving Loans in excess of its U.S. Borrower Revolving Loan Commitment as in effect prior to giving effect to such Incremental RL Commitment provided pursuant to this Section 2.16, 2.14, (ii) any Lender (including any Eligible Transferee Assignee who will become a Lender) may so provide an Incremental RL Commitment without the consent of any other Lender, , (iii) the each provision of Incremental RL Commitments on a given date pursuant to this Section 2.16 shall only be permitted on a single occasion on such date, 2.14 shall be in a minimum aggregate amount (for all Lenders (including any Eligible Transferees Assignee who will become Lendersa Lender)) of at least U.S. $10,000,000 25,000,000 and shall be in a maximum aggregate amount integral multiples of U.S. $20,000,000, 5,000,000 in excess thereof, (iv) the aggregate amount of all Incremental RL Commitments provided pursuant to this Section 2.16 after the Amendment No. 1 Effective Date, when combined with the aggregate amount of all Incremental Term Loan Commitments provided pursuant to Section 2.15 after the Amendment No. 1 Effective Date (taking the U.S. Dollar Equivalent of any Incremental Term Loan Commitment denominated in Canadian Dollars at the time of the borrowing thereof) and the aggregate principal (face) amount of Permitted Junior Debt issued or incurred after the Amendment No. 1 Effective Date, 2.14 shall not exceed $150,000,000; provided that the U.S. Borrower may obtain Incremental RL Commitments so long as the Consolidated Senior Secured Net Leverage Ratio125,000,000, determined on a Pro Forma Basis as of the last day of the most recently ended Calculation Period for which Section 9.01 Financials were required to have been delivered (or, if no Calculation Period has passed, as of the last four quarters ended), in each case, as if such Ratio-Based Incremental Facility (and Revolving Credit Loans in an amount equal to the full amount of any such Incremental RL Commitments) had been outstanding on the last day of such four-quarter period, shall not exceed 3.50 to 1.00, and (v) all obligations of the proceeds of all U.S. Borrower in connection with Incremental Revolving Loans made pursuant to any Incremental RL Commitment Agreement shall be used only for the purpose of consummating one or more Permitted Acquisitions and/or providing for any increased working capital needs as reasonably determined by the U.S. Borrower resulting therefrom, (vi) all Incremental RL Commitments shall constitute part of, and be added to the Tranche constituting the Initial U.S. Borrower Revolving Loan Commitments and (vii) all U.S. Borrower Revolving Loans provided pursuant to an Incremental RL Commitment (and all Revolving Loans, interest, fees fees, obligations to reimburse drawings under Revolving Letters of Credit and other amounts payable thereon) shall be Obligations of the U.S. Borrower under this Agreement and the other applicable Credit Loan Documents and shall be secured by the relevant Security AgreementsParity Secured Debt, and guaranteed under each relevant Guaranty, on a pari passu basis with all other Loans secured by each such Security Agreement and guaranteed under each such the Guaranty. (b) At the time of the provision of Incremental RL Commitments pursuant to this Section 2.16, the U.S. Borrower, the Administrative Agent and each such Lender or other Eligible Transferee which agrees to provide an Incremental RL Commitment (each, an “Incremental RL Lender”) shall execute and deliver to the Administrative Agent an Incremental RL Commitment Agreement substantially in the form of Exhibit N (appropriately completed), with the effectiveness of the Incremental RL Commitment provided therein to occur on the date on which (w) a fully executed copy of the respective Incremental RL Commitment Agreement shall have been delivered to the Administrative Agent, (x) all fees required to be paid in connection therewith at the time of such effectiveness shall have been paid (including, without limitation, any agreed upon up-front or arrangement fees owing to the Administrative Agent), (y) all Incremental Loan Commitment Requirements are satisfied, and (z) all other conditions set forth in this Section 2.16 shall have been satisfied. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Incremental RL Commitment Agreement, and at such time (i) the Total Initial U.S. Borrower Revolving Loan Commitment under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such Incremental RL Commitments, (ii) Schedule 2.01 shall be deemed modified to reflect the revised Initial U.S. Borrower Revolving Loan Commitments of the affected Lenders and (iii) to the extent requested by any Incremental RL Lender, U.S. Borrower Revolving Notes will be issued at the U.S. Borrower’s expense, to such Incremental RL Lender, to be in conformity with the requirements of Section 2.05. (c) At the time of any provision of Incremental RL Commitments pursuant to this Section 2.16, the U.S. Borrower shall, in coordination with the Administrative Agent, repay outstanding Initial U.S. Borrower Revolving Loans of certain of the U.S. Borrower RL Lenders, and incur additional Initial U.S. Borrower Revolving Loans from certain other U.S. Borrower RL Lenders (including the Incremental RL Lenders), in each case to the extent necessary so that all of the U.S. Borrower RL Lenders participate in each outstanding Borrowing of Initial U.S. Borrower Revolving Loans pro rata on the basis of their respective Initial U.S. Borrower Revolving Loan Commitments (after giving effect to any increase in the Total Initial U.S. Borrower Revolving Loan Commitment pursuant to this Section 2.15) and with the U.S. Borrower being obligated to pay to the respective U.S. Borrower RL Lenders any costs of the type referred to in Section 2.11 in connection with any such repayment and/or Borrowing (and in any event including any amounts, as reasonably determined by the respective Lenders, to compensate them for funding any Initial U.S. Borrower Revolving Loans during an existing Interest Period (rather than at the beginning at the respective Interest Period based on rates then applicable thereto)). All determinations by any Lender pursuant to the immediately preceding sentence shall, absent manifest error, be final and conclusive and binding on all parties hereto.

Incremental RL Commitments. (a) So long as no Default or Event of Default is then in existence, the U.S. The Borrower shall have the right, in consultation and coordination with the Administrative Agent as to all of the matters set forth below in this Section 2.16, but without requiring the consent of any of the Lenders, to request at any time and from time to time after the date on which the Syndication Fifth Restatement Effective Date so long as no Default or Event Default has occurred, occurred and prior to the date which is 12 months prior to the Initial Revolving Loan Maturity Datecontinuing, that one or more Lenders (and/or one or more other Persons which are Eligible Transferees and which will become LendersLenders as provided below) satisfactory to the Administrative Agent and each Significant Letter of Credit Issuer (with such consent, in any such case, not to be unreasonably withheld) provide Incremental RL Commitments to the U.S. Borrower and, subject to the applicable terms and conditions contained in this Agreement and in the respective Incremental RL Commitment Agreement, make U.S. Borrower Revolving Loans pursuant thereto; it being understood and agreed, however, that (i) no Lender shall be obligated to provide an Incremental RL Commitment as a result of any such request by the U.S. Borrower, and until such time, if any, as such Lender has agreed in its sole discretion to provide an Incremental RL Commitment and executed and delivered to the Administrative Agent an Incremental RL Commitment Agreement in respect thereof as provided in clause (b) of this Section 2.161.16, such Lender shall not be obligated to fund any U.S. Borrower Revolving Loans in excess of its U.S. Borrower Revolving Loan Commitment as in effect prior to giving effect to such Incremental RL Commitment provided pursuant to this Section 2.161.16, (ii) any Lender (including any Eligible Transferee who will become a Lender) may so provide an Incremental RL Commitment without the consent of any other Lender, (iii) the each provision of Incremental RL Commitments on a given date pursuant to this Section 2.16 shall only be permitted on a single occasion on such date, 1.16 shall be in a minimum aggregate amount (for all Lenders (including any Eligible Transferees Transferee who will become Lendersa Lender)) of at least U.S. $10,000,000 and shall be in a maximum aggregate amount of U.S. $20,000,000, (iv) the aggregate amount of all Incremental RL Commitments provided pursuant to this Section 2.16 after the Amendment No. 1 Effective Date, when combined with the aggregate amount of all Incremental Term Loan Commitments provided pursuant to Section 2.15 after the Amendment No. 1 Effective Date (taking the U.S. Dollar Equivalent of any Incremental Term Loan Commitment denominated in Canadian Dollars at the time of the borrowing thereof) and the aggregate principal (face) amount of Permitted Junior Debt issued or incurred after the Amendment No. 1 Effective Date, 1.16 shall not exceed $150,000,000; provided that the U.S. Borrower may obtain Incremental RL Commitments so long as the Consolidated Senior Secured Net Leverage Ratio, determined on a Pro Forma Basis as of the last day of the most recently ended Calculation Period for which Section 9.01 Financials were required to have been delivered (or, if no Calculation Period has passed, as of the last four quarters ended), in each case, as if such Ratio-Based Incremental Facility (and Revolving Credit Loans in an amount equal to the full amount of any such Incremental RL Commitments) had been outstanding on the last day of such four-quarter period, shall not exceed 3.50 to 1.00350,000,000, (v) the proceeds of all U.S. Borrower Revolving Loans made pursuant to any Incremental RL Commitment Agreement shall be used only for the purpose of consummating one or more Permitted Acquisitions and/or providing for any increased working capital needs as reasonably determined by the U.S. Borrower resulting therefrom, (vi) all Incremental RL Commitments shall constitute part of, and be added to the Tranche constituting the Initial U.S. Borrower Revolving Loan Commitments and (vii) all U.S. Borrower Revolving Loans provided pursuant to an Incremental RL Commitment (and all interest, fees and other amounts payable thereon) shall be Obligations of the U.S. Borrower under this Agreement and the other applicable Credit Documents and shall be secured by the relevant Security AgreementsDocuments, and guaranteed under each relevant the Subsidiary Guaranty, on a pari passu basis with all other Loans Obligations under this Agreement secured by each such the Security Agreement Documents and guaranteed under each such Guarantythe Subsidiary Guaranty and (vi) all actions taken by the Borrowers pursuant to this Section 1.16 shall be done in coordination with the Administrative Agent. (b) At the time of the provision of Incremental RL Commitments pursuant to this Section 2.161.16, the U.S. Borrower, the Administrative Agent and each such Lender or other Eligible Transferee which agrees to provide an Incremental RL Commitment (each, an “Incremental RL Lender”) shall execute and deliver to the Administrative Agent an Incremental RL Commitment Agreement substantially in the form of Exhibit N (appropriately completed)Agreement, with the effectiveness of the such Incremental RL Lender’s Incremental RL Commitment provided therein to occur on the date set forth in such Incremental RL Commitment Agreement, which date in any event shall be no earlier than the date on which (w) a fully executed copy of the respective Incremental RL Commitment Agreement shall have been delivered to the Administrative Agent, (x) all fees required to be paid in connection therewith at the time of such effectiveness shall have been paid (including, without limitation, any agreed upon up-front or arrangement fees owing to the Administrative Agentfees), (x) all Incremental Commitment Requirements are satisfied, (y) all Incremental Loan Commitment Requirements are other conditions set forth in this Section 1.16 shall have been satisfied, and (z) all other conditions precedent that may be set forth in this Section 2.16 such Incremental RL Commitment Agreement shall have been satisfied. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Incremental RL Commitment Agreement, and at such time time, (i) the Total Initial U.S. Borrower Revolving Loan Commitment under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such Incremental RL Commitments, (ii) Schedule 2.01 Annex I shall be deemed modified to reflect the revised Initial U.S. Borrower Revolving Loan Commitments of the affected Lenders and (iii) to the extent requested by any Incremental RL Lender, U.S. Borrower Revolving Notes will be issued issued, at the U.S. Borrower’s expense, to such Incremental RL Lender, to be Lender in conformity with the requirements of Section 2.051.05. (c) At the time of any provision of Incremental RL Commitments pursuant to this Section 2.161.16, the U.S. Borrower shall, in coordination with the Administrative Agent, repay outstanding Initial U.S. Borrower Revolving Loans of certain of the U.S. Borrower RL Lenders, and incur additional Initial U.S. Borrower Revolving Loans from certain other U.S. Borrower RL Lenders (including the Incremental RL Lenders), in each case to the extent necessary so that all of the U.S. Borrower RL Lenders participate in each outstanding Borrowing of Initial U.S. Borrower Revolving Loans pro rata on the basis of their respective Initial U.S. Borrower Revolving Loan Commitments (after giving effect to any increase in the Total Initial U.S. Borrower Revolving Loan Commitment pursuant to this Section 2.151.16) and with the U.S. Borrower being obligated to pay to the respective U.S. Borrower RL Lenders any costs of the type referred to in Section 2.11 1.11 in connection with any such repayment and/or Borrowing (and in any event including any amounts, as reasonably determined by the respective Lenders, to compensate them for funding any Initial U.S. Borrower Revolving Loans during an existing Interest Period (rather than at the beginning at the respective Interest Period based on rates then applicable thereto)). All determinations by any Lender pursuant to the immediately preceding sentence shall, absent manifest error, be final and conclusive and binding on all parties heretoBorrowing.

Incremental RL Commitments. (a) So long as no Default or Event of Default is then in existence, the U.S. The Borrower shall have the right, in consultation and coordination with after the Administrative Agent as to all occurrence of the matters set forth below in this Section 2.16, but without requiring the consent of any of the LendersRestatement Effective Date, to request at any from time after the date on which the Syndication Date has occurred, and prior to time (by written notice to the date which is 12 months prior Administrative Agent, who shall send a copy of such notice to the Initial Revolving Loan Maturity Date, each Lender) that one or more Lenders (and/or one or more other Persons which are Eligible Transferees Persons, reasonably acceptable to the Administrative Agent, each Issuing Lender and the Swingline Lender, which will become LendersLenders as provided below) provide Incremental RL Commitments to the U.S. Borrower and, subject to the terms and conditions contained in this Agreement Agreement, make Revolving Loans pursuant thereto, so long as (x) no Default or Event of Default then exists or would result therefrom, (y) the Borrower shall have demonstrated to the Administrative Agent’s reasonable satisfaction that the full amount of the respective Incremental RL Commitments may be incurred without violating the terms of any Senior Secured Notes, Second Lien Notes, Other Unsecured Debt, any other material Indebtedness of the Borrower or any of its Subsidiaries or the documentation governing any such Indebtedness and (z) the Borrower shall be in compliance, on a Pro Forma Basis, with (i) the Financial Covenant and (ii) a Total Secured Leverage Ratio of less than 3.25:1.00, in each case for the Calculation Period most recently ended prior to the Incremental RL Commitment Date of the respective Incremental RL Commitment Agreement, make U.S. Borrower Revolving Loans pursuant theretoAgreement (determined as if the full amount of such Incremental RL Commitments had been incurred on the first day of such Calculation Period); it being understood and agreed, however, that (i) no Lender shall be obligated to provide an Incremental RL Commitment as a result of any such request by the U.S. Borrower, and until such time, if any, as such Lender has agreed in its sole discretion to provide an Incremental RL Commitment and executed and delivered to the Administrative Agent an Incremental RL Commitment Agreement as provided in clause (b) of this Section 2.162.15, such Lender shall not be obligated to fund any U.S. Borrower Revolving Loans in excess of its U.S. Borrower Revolving Loan Commitment as in effect prior to giving effect to such Incremental RL Commitment provided incurred pursuant to this Section 2.162.15, (ii) any Lender (including or any other Person, reasonably acceptable to the Administrative Agent, each Issuing Lender and the Swingline Lender, which will qualify as an Eligible Transferee who will become a LenderTransferee) may so provide an Incremental RL Commitment without the consent of any other Lender, (iii) the provision each incurrence of Incremental RL Commitments on a given date Incremental RL Commitment Date pursuant to this Section 2.16 shall only be permitted on a single occasion on such date, 2.15 shall be in a minimum aggregate amount (for all Lenders (including any Eligible Transferees Transferee who will become Lendersa Lender)) of at least U.S. $10,000,000 25,000,000 and shall be in a maximum aggregate amount integral multiples of U.S. $20,000,0005,000,000 in excess thereof, (iv) the aggregate amount of all Incremental RL Commitments provided to be incurred pursuant to this Section 2.16 after the Amendment No. 1 Effective Date, when combined with the aggregate amount of all Incremental Term Loan Commitments provided pursuant to Section 2.15 after the Amendment No. 1 Effective Date (taking the U.S. Dollar Equivalent of at any Incremental Term Loan Commitment denominated in Canadian Dollars at the time of the borrowing thereof) and the aggregate principal (face) amount of Permitted Junior Debt issued or incurred after the Amendment No. 1 Effective Date, shall not exceed $150,000,000; provided that the U.S. Borrower may obtain Available Incremental RL Commitments so long as the Consolidated Senior Secured Net Leverage Ratio, determined on a Pro Forma Basis as of the last day of the most recently ended Calculation Period for which Section 9.01 Financials were required to have been delivered (or, if no Calculation Period has passed, as of the last four quarters ended), in each case, as if Commitment Amount at such Ratio-Based Incremental Facility (and Revolving Credit Loans in an amount equal to the full amount of any such Incremental RL Commitments) had been outstanding on the last day of such four-quarter period, shall not exceed 3.50 to 1.00time, (v) the proceeds up-front fees payable to each Incremental RL Lender in respect of all U.S. Borrower Revolving Loans made pursuant to any each Incremental RL Commitment Agreement shall be used only for the purpose of consummating one or more Permitted Acquisitions and/or providing for any increased working capital needs as reasonably determined separately agreed to by the U.S. Borrower resulting therefromBorrower, the Administrative Agent and each such Incremental RL Lender, (vi) all if the Applicable Margins with respect to Revolving Loans to be incurred pursuant to an Incremental RL Commitments Commitment shall constitute part ofbe higher in any respect than those applicable to any other Revolving Loans, the Applicable Margins for such other Revolving Loans and extension of credit hereunder shall be added automatically increased as and to the Tranche constituting extent needed to eliminate any deficiencies in accordance with the Initial U.S. Borrower Revolving Loan Commitments and definition of “Applicable Margin” contained herein, (vii) all U.S. Borrower Revolving Loans provided subsequently incurred pursuant to an such Incremental RL Commitment (and all interest, fees and other amounts payable thereon) shall be constitute Obligations of the U.S. Borrower under this Agreement and the other applicable Credit Documents and shall be secured by the relevant Security AgreementsDocuments, and guaranteed under each relevant the Subsidiaries Guaranty, on a pari passu basis with all other Loans Obligations secured by each such the Security Agreement Documents and guaranteed under each such the Subsidiaries Guaranty, (viii) the aggregate amount of requests by the Borrower to obtain Incremental RL Commitments pursuant to this Section 2.15, when combined with the aggregate amount of all requests to obtain Incremental Term Loan Commitments pursuant to Section 2.14, shall not exceed five (unless a greater number of requests is permitted by the Administrative Agent), and (ix) all actions taken by the Borrower pursuant to this Section 2.15 shall be done in coordination with the Administrative Agent. (b) At the time of the In connection with any provision of Incremental RL Commitments pursuant to this Section 2.162.15, (i) the U.S. Borrower, the Administrative Agent and each such Lender or other Eligible Transferee which agrees reasonably acceptable to provide an Incremental RL Commitment the Administrative Agent, each Issuing Lender and the Swingline Lender (each, an “Incremental RL Lender”) which agrees to provide an Incremental RL Commitment shall execute and deliver to the Administrative Agent an Incremental RL Commitment Agreement substantially in the form of Exhibit N K-2 or such other form that is reasonably acceptable to the Administrative Agent (appropriately completed) (each, an “Incremental RL Commitment Agreement”), with the effectiveness of the such Incremental RL Lender’s Incremental RL Commitment provided therein to occur on the date on which (w) a fully executed copy upon delivery of the respective such Incremental RL Commitment Agreement shall have been delivered to the Administrative Agent, (x) all the payment of any fees required to be paid in connection therewith at the time of such effectiveness shall have been paid (including, without limitation, any agreed upon up-front or arrangement fees owing fees) and the satisfaction of the other terms and conditions described in this Section 2.15 and in the respective Incremental RL Commitment Agreement, and (ii) the Borrower shall, in each case to the extent required by the Administrative Agent, deliver to the Administrative Agent (x) an opinion or opinions, in form and substance reasonably satisfactory to the Administrative Agent), from counsel to the Borrower reasonably satisfactory to the Administrative Agent and dated the applicable Incremental RL Commitment Date of the respective Incremental RL Commitment Agreement, covering such matters relating to the provision of the Incremental RL Commitments as may be reasonably requested by the Administrative Agent, (y) all a solvency certificate from the Chief Financial Officer of the Borrower, dated the applicable Incremental Loan RL Commitment Requirements Date of the respective Incremental RL Commitment Agreement, substantially in the form of Exhibit J (with appropriate modifications that are satisfied, reasonably acceptable to the Administrative Agent to reflect the Incremental RL Commitments and any related transactions to occur on such date) and (z) all such other conditions set forth officers’ certificates, board of director resolutions and evidence of good standing as the Administrative Agent shall reasonably request (including such officer’s certificates, in this reasonable detail (and with supporting calculations), demonstrating compliance with clauses (y) and (z) of Section 2.16 shall have been satisfied2.15(a)). The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Incremental RL Commitment Agreement, and at such time (iA) the Total Initial U.S. Borrower Revolving Loan Commitment under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such Incremental RL Commitments, (iiB) Schedule 2.01 I shall be deemed modified to reflect the revised Initial U.S. Borrower Revolving Loan Commitments of the affected Lenders and (iiiC) to the extent requested by any Incremental RL Lender, U.S. Borrower Revolving Notes will be issued issued, at the U.S. Borrower’s expense, to such Incremental RL Lender, to be Lender in conformity with the requirements of Section 2.05. (c) At the time of any provision of Incremental RL Commitments pursuant to this Section 2.162.15, the U.S. Borrower shall, in coordination with the Administrative Agent, repay outstanding Initial U.S. Borrower Revolving Loans of certain of the U.S. Borrower RL Lenders, and incur additional Initial U.S. Borrower Revolving Loans from certain other U.S. Borrower RL Lenders (including the Incremental RL Lenders), in each case to the extent necessary so that all of the U.S. Borrower RL Lenders participate in each outstanding Borrowing of Initial U.S. Borrower Revolving Loans pro rata on the basis of their respective Initial U.S. Borrower Revolving Loan Commitments (after giving effect to any increase in the Total Initial U.S. Borrower Revolving Loan Commitment pursuant to this Section 2.15) and with the U.S. Borrower being obligated to pay to the respective U.S. Borrower RL Lenders any costs of the type referred to in Section 2.11 in connection with any such repayment and/or Borrowing (and in any event including any amounts, as reasonably determined by the respective Lenders, to compensate them for funding any Initial U.S. Borrower Revolving Loans during an existing Interest Period (rather than at the beginning at the respective Interest Period based on rates then applicable thereto)). All determinations by any Lender pursuant to the immediately preceding sentence shall, absent manifest error, be final and conclusive and binding on all parties heretoBorrowing.

Incremental RL Commitments. (a) So long as no Default or Event of Default is then in existence, the U.S. The Borrower shall have the right, in consultation and coordination with the Administrative Agent as to all of the matters set forth below in this Section 2.16, but without requiring the consent of any of the Lenders, to request at any time and from time to time after the date on which the Syndication Fourth Restatement Effective Date so long as no Default or Event Default has occurred, occurred and prior to the date which is 12 months prior to the Initial Revolving Loan Maturity Datecontinuing, that one or more Lenders (and/or one or more other Persons which are Eligible Transferees and which will become LendersLenders as provided below) satisfactory to the Administrative Agent (with such consent not to be unreasonably withheld) provide Incremental RL Commitments to the U.S. Borrower and, subject to the applicable terms and conditions contained in this Agreement and in the respective Incremental RL Commitment Agreement, make U.S. Borrower Revolving Loans pursuant thereto; it being understood and agreed, however, that (i) no Lender shall be obligated to provide an Incremental RL Commitment as a result of any such request by the U.S. Borrower, and until such time, if any, as such Lender has agreed in its sole discretion to provide an Incremental RL Commitment and executed and delivered to the Administrative Agent an Incremental RL Commitment Agreement in respect thereof as provided in clause (b) of this Section 2.161.16, such Lender shall not be obligated to fund any U.S. Borrower Revolving Loans in excess of its U.S. Borrower Revolving Loan Commitment as in effect prior to giving effect to such Incremental RL Commitment provided pursuant to this Section 2.161.16, (ii) any Lender (including any Eligible Transferee who will become a Lender) may so provide an Incremental RL Commitment without the consent of any other Lender, (iii) the each provision of Incremental RL Commitments on a given date pursuant to this Section 2.16 shall only be permitted on a single occasion on such date, 1.16 shall be in a minimum aggregate amount (for all Lenders (including any Eligible Transferees Transferee who will become Lendersa Lender)) of at least U.S. $10,000,000 and shall be in a maximum aggregate amount of U.S. $20,000,000, (iv) the aggregate amount of all Incremental RL Commitments provided pursuant to this Section 2.16 after the Amendment No. 1 Effective Date, when combined with the aggregate amount of all Incremental Term Loan Commitments provided pursuant to Section 2.15 after the Amendment No. 1 Effective Date (taking the U.S. Dollar Equivalent of any Incremental Term Loan Commitment denominated in Canadian Dollars at the time of the borrowing thereof) and the aggregate principal (face) amount of Permitted Junior Debt issued or incurred after the Amendment No. 1 Effective Date, 1.16 shall not exceed $150,000,000; provided that the U.S. Borrower may obtain Incremental RL Commitments so long as the Consolidated Senior Secured Net Leverage Ratio, determined on a Pro Forma Basis as of the last day of the most recently ended Calculation Period for which Section 9.01 Financials were required to have been delivered (or, if no Calculation Period has passed, as of the last four quarters ended), in each case, as if such Ratio-Based Incremental Facility (and Revolving Credit Loans in an amount equal to the full amount of any such Incremental RL Commitments) had been outstanding on the last day of such four-quarter period, shall not exceed 3.50 to 1.00250,000,000, (v) the proceeds of all U.S. Borrower Revolving Loans made pursuant to any Incremental RL Commitment Agreement shall be used only for the purpose of consummating one or more Permitted Acquisitions and/or providing for any increased working capital needs as reasonably determined by the U.S. Borrower resulting therefrom, (vi) all Incremental RL Commitments shall constitute part of, and be added to the Tranche constituting the Initial U.S. Borrower Revolving Loan Commitments and (vii) all U.S. Borrower Revolving Loans provided pursuant to an Incremental RL Commitment (and all interest, fees and other amounts payable thereon) shall be Obligations of the U.S. Borrower under this Agreement and the other applicable Credit Documents and shall be secured by the relevant Security AgreementsDocuments, and guaranteed under each relevant the Subsidiaries Guaranty, on a pari passu basis with all other Loans Obligations secured by each such the Security Agreement Documents and guaranteed under each such Guarantythe Subsidiaries Guaranty and (vi) all actions taken by the Borrowers pursuant to this Section 1.16 shall be done in coordination with the Administrative Agent. (b) At the time of the provision of Incremental RL Commitments pursuant to this Section 2.161.16, the U.S. Borrower, the Administrative Agent and each such Lender or other Eligible Transferee which agrees to provide an Incremental RL Commitment (each, an “Incremental RL Lender”) shall execute and deliver to the Administrative Agent an Incremental RL Commitment Agreement substantially in the form of Exhibit N (appropriately completed)Agreement, with the effectiveness of the such Incremental RL Lender’s Incremental RL Commitment provided therein to occur on the date set forth in such Incremental RL Commitment Agreement, which date in any event shall be no earlier than the date on which (w) a fully executed copy of the respective Incremental RL Commitment Agreement shall have been delivered to the Administrative Agent, (x) all fees required to be paid in connection therewith at the time of such effectiveness shall have been paid (including, without limitation, any agreed upon up-front or arrangement fees owing to the Administrative Agentfees), (x) all Incremental Commitment Requirements are satisfied, (y) all Incremental Loan Commitment Requirements are other conditions set forth in this Section 1.16 shall have been satisfied, and (z) all other conditions precedent that may be set forth in this Section 2.16 such Incremental RL Commitment Agreement shall have been satisfied. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Incremental RL Commitment Agreement, and at such time time, (i) the Total Initial U.S. Borrower Revolving Loan Commitment under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such Incremental RL Commitments, (ii) Schedule 2.01 Annex I shall be deemed modified to reflect the revised Initial U.S. Borrower Revolving Loan Commitments of the affected Lenders and (iii) to the extent requested by any Incremental RL Lender, U.S. Borrower Revolving Notes will be issued issued, at the U.S. Borrower’s expense, to such Incremental RL Lender, to be Lender in conformity with the requirements of Section 2.051.05. (c) At the time of any provision of Incremental RL Commitments pursuant to this Section 2.161.16, the U.S. Borrower shall, in coordination with the Administrative Agent, repay outstanding Initial U.S. Borrower Revolving Loans of certain of the U.S. Borrower RL Lenders, and incur additional Initial U.S. Borrower Revolving Loans from certain other U.S. Borrower RL Lenders (including the Incremental RL Lenders), in each case to the extent necessary so that all of the U.S. Borrower RL Lenders participate in each outstanding Borrowing of Initial U.S. Borrower Revolving Loans pro rata on the basis of their respective Initial U.S. Borrower Revolving Loan Commitments (after giving effect to any increase in the Total Initial U.S. Borrower Revolving Loan Commitment pursuant to this Section 2.151.16) and with the U.S. Borrower being obligated to pay to the respective U.S. Borrower RL Lenders any costs of the type referred to in Section 2.11 1.11 in connection with any such repayment and/or Borrowing (and in any event including any amounts, as reasonably determined by the respective Lenders, to compensate them for funding any Initial U.S. Borrower Revolving Loans during an existing Interest Period (rather than at the beginning at the respective Interest Period based on rates then applicable thereto)). All determinations by any Lender pursuant to the immediately preceding sentence shall, absent manifest error, be final and conclusive and binding on all parties heretoBorrowing.

Incremental RL Commitments. (a) So long as no Default or Event of Default is then in existence, the U.S. Borrower shall have the right, in consultation and coordination with the Administrative Agent as to all of the matters set forth below in this Section 2.161.16, but without requiring the consent of any of the Lenders, to request at any time after the date on which the Syndication Initial Borrowing Date has occurred, and prior to the date which is 12 months prior to the Initial Revolving Loan Maturity Date, that one or more Lenders (and/or one or more other Persons which are Eligible Transferees and which will become Lenders) provide Incremental RL Commitments to the U.S. Borrower and, subject to the terms and conditions contained in this Agreement and in the respective Incremental RL Commitment Agreement, make U.S. Borrower Revolving Loans pursuant thereto; it being understood and agreed, however, that (i) no Lender shall be obligated to provide an Incremental RL Commitment as a result of any such request by the U.S. Borrower, and until such time, if any, as such Lender has agreed in its sole discretion to provide an Incremental RL Commitment and executed and delivered to the Administrative Agent an Incremental RL Commitment Agreement as provided in clause (b) of this Section 2.161.16, such Lender shall not be obligated to fund any U.S. Borrower Revolving Loans in excess of its U.S. Borrower Revolving Loan Commitment as in effect prior to giving effect to such Incremental RL Commitment provided pursuant to this Section 2.161.16, (ii) any Lender (including any Eligible Transferee who will become a Lender) may so provide an Incremental RL Commitment without the consent of any other Lender, (iii) the provision of Incremental RL Commitments on a given date pursuant to this Section 2.16 1.16 shall only be permitted on a single occasion on such dateoccasion, shall be in a minimum aggregate amount for all Lenders (including Eligible Transferees who will become Lenders) of at least U.S. $10,000,000 U.S.$10,000,000 and shall be in a maximum aggregate amount of U.S. $20,000,000U.S.$20,000,000, (iv) the aggregate amount of all Incremental RL Commitments provided pursuant to this Section 2.16 after the Amendment No. 1 Effective Date1.16, when combined with the aggregate amount of all Incremental Term Loan Commitments provided pursuant to Section 2.15 after the Amendment No. 1 Effective Date 1.15 (taking the U.S. Dollar Equivalent of any Incremental Term Loan Commitment denominated in Canadian Dollars at the time of the borrowing thereof) and the aggregate principal (face) amount of Permitted Junior Debt issued or incurred after the Amendment No. 1 Effective Date), shall not exceed $150,000,000; provided that the U.S. Borrower may obtain Incremental RL Commitments so long as the Consolidated Senior Secured Net Leverage Ratio, determined on a Pro Forma Basis as of the last day of the most recently ended Calculation Period for which Section 9.01 Financials were required to have been delivered (or, if no Calculation Period has passed, as of the last four quarters ended), in each case, as if such Ratio-Based Incremental Facility (and Revolving Credit Loans in an amount equal to the full amount of any such Incremental RL Commitments) had been outstanding on the last day of such four-quarter period, shall not exceed 3.50 to 1.0075,000,000, (v) the proceeds of all U.S. Borrower Revolving Loans made pursuant to any Incremental RL Commitment Agreement shall be used only for the purpose of consummating one or more Permitted Acquisitions and/or providing for any increased working capital needs as reasonably determined by the U.S. Borrower resulting therefrom, (vi) all each Incremental RL Commitments Commitment Agreement shall constitute part ofprovide that each Lender executing such Incremental RL Commitment Agreement shall be joined to, and be added become party as a Lender to, the Intercreditor Agreement without further action required by such Lender (although the Incremental RL Commitment Agreement shall also provide that such Lender shall execute and deliver any separate joinder agreement to the Tranche constituting Intercreditor Agreement as may at any time be requested by the Initial U.S. Borrower Revolving Loan Commitments Administrative Agent) and (vii) all U.S. Borrower Revolving Loans provided pursuant to an Incremental RL Commitment (and all interest, fees and other amounts payable thereon) shall be Obligations of the U.S. Borrower under this Agreement and the other applicable Credit Documents and shall be secured by the relevant Security Agreements, and guaranteed under each relevant Guaranty, on a pari passu basis with all other Loans secured by each such Security Agreement and guaranteed under each such Guaranty. (b) At the time of the provision of Incremental RL Commitments pursuant to this Section 2.161.16, the U.S. Borrower, the Administrative Agent and each such Lender or other Eligible Transferee which agrees to provide an Incremental RL Commitment (each, an “Incremental RL Lender”) shall execute and deliver to the Administrative Agent an Incremental RL Commitment Agreement substantially in the form of Exhibit N (appropriately completed), with the effectiveness of the Incremental RL Commitment provided therein to occur on the date on which (w) a fully executed copy of the respective Incremental RL Commitment Agreement shall have been delivered to the Administrative Agent, (x) all fees required to be paid in connection therewith at the time of such effectiveness shall have been paid (including, without limitation, any agreed upon up-front or arrangement fees owing to the Administrative Agent), (y) all Incremental Loan Commitment Requirements are satisfied, and (z) all other conditions set forth in this Section 2.16 1.16 shall have been satisfied. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Incremental RL Commitment Agreement, and at such time (i) the Total Initial U.S. Borrower Revolving Loan Commitment under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such Incremental RL Commitments, (ii) Schedule 2.01 I shall be deemed modified to reflect the revised Initial U.S. Borrower Revolving Loan Commitments of the affected Lenders and (iii) to the extent requested by any Incremental RL Lender, U.S. Borrower Revolving Notes will be issued at the U.S. Borrower’s expense, to such Incremental RL Lender, to be in conformity with the requirements of Section 2.051.05. (c) At the time of any provision of Incremental RL Commitments pursuant to this Section 2.161.16, the U.S. Borrower shall, in coordination with the Administrative Agent, repay outstanding Initial U.S. Borrower Revolving Loans of certain of the U.S. Borrower RL Lenders, and incur additional Initial U.S. Borrower Revolving Loans from certain other U.S. Borrower RL Lenders (including the Incremental RL Lenders), in each case to the extent necessary so that all of the U.S. Borrower RL Lenders participate in each outstanding Borrowing of Initial U.S. Borrower Revolving Loans pro rata on the basis of their respective Initial U.S. Borrower Revolving Loan Commitments (after giving effect to any increase in the Total Initial U.S. Borrower Revolving Loan Commitment pursuant to this Section 2.151.15) and with the U.S. Borrower being obligated to pay to the respective U.S. Borrower RL Lenders any costs of the type referred to in Section 2.11 1.11 in connection with any such repayment and/or Borrowing (and in any event including any amounts, as reasonably determined by the respective Lenders, to compensate them for funding any Initial U.S. Borrower Revolving Loans during an existing Interest Period (rather than at the beginning at the respective Interest Period based on rates then applicable thereto)). All determinations by any Lender pursuant to the immediately preceding sentence shall, absent manifest error, be final and conclusive and binding on all parties hereto.

Incremental RL Commitments. (a) So long as no Default or Event of Default is then in existence, the U.S. The Borrower shall have the rightright to request, in consultation and coordination with the Administrative Agent as to all of the matters set forth below in this Section 2.16, but without requiring the consent of any of the Lenders, to request at any time after the date on which the Syndication Date has occurred, and prior to the date which is 12 months prior to the Initial Revolving Loan Maturity Borrowing Date, that one or more Lenders (and/or one or more other Persons which that are Eligible Transferees and which will become Lenders) provide Incremental RL Commitments to the U.S. Borrower and, subject to the terms and conditions contained in this Agreement and in the respective Incremental RL Commitment Agreement, make U.S. Borrower Revolving Loans pursuant thereto; it being understood and agreed, however, that (i) no Lender shall be obligated to provide an Incremental RL Commitment as a result of any such request by the U.S. Borrower, and until such time, if any, as such Lender has agreed in its sole discretion to provide an Incremental RL Commitment and executed and delivered to the Administrative Agent an Incremental RL Commitment Agreement as provided in clause (b) of this Section 2.162.15, such Lender shall not be obligated to fund any U.S. Borrower Revolving Loans in excess of its U.S. Borrower Revolving Loan Commitment as in effect prior to giving effect to such Incremental RL Commitment provided incurred pursuant to this Section 2.162.15, (ii) any Lender (including any Eligible Transferee who will become a Lender) may so provide an Incremental RL Commitment without the consent of any other Lender, (iii) the provision each incurrence of Incremental RL Commitments on a given date Incremental RL Commitment Date pursuant to this Section 2.16 shall only be permitted on a single occasion on such date, 2.15 shall be in a minimum aggregate amount for all Lenders which provide an Incremental RL Commitment (including any Eligible Transferees Transferee who will become Lenders) of at least U.S. $10,000,000 (or such lower amount as may be acceptable to the Administrative Agent) and shall in integral multiples of $1,000,000 in excess thereof (or such other integral multiple as may be in a maximum aggregate amount of U.S. $20,000,000acceptable to the Administrative Agent, (iv) the aggregate amount of all Incremental RL Commitments provided to be incurred pursuant to this Section 2.16 after the Amendment No. 1 Effective Date, when combined with the aggregate amount of all Incremental Term Loan Commitments provided pursuant to Section 2.15 after the Amendment No. 1 Effective Date (taking the U.S. Dollar Equivalent of at any Incremental Term Loan Commitment denominated in Canadian Dollars at the time of the borrowing thereof) and the aggregate principal (face) amount of Permitted Junior Debt issued or incurred after the Amendment No. 1 Effective Date, shall not exceed $150,000,000; provided that the U.S. Borrower may obtain Maximum Incremental RL Commitments so long as the Consolidated Senior Secured Net Leverage Ratio, determined on a Pro Forma Basis as of the last day of the most recently ended Calculation Period for which Section 9.01 Financials were required to have been delivered (or, if no Calculation Period has passed, as of the last four quarters ended), in each case, as if Commitment Amount at such Ratio-Based Incremental Facility (and Revolving Credit Loans in an amount equal to the full amount of any such Incremental RL Commitments) had been outstanding on the last day of such four-quarter period, shall not exceed 3.50 to 1.00time, (v) the up-front fees and, if applicable, any unutilized commitment fees and/or other fees, payable to each Incremental RL Lender in respect of each Incremental RL Commitment shall be separately agreed to by the Borrower and each such Incremental RL Lender, (vi) if the Applicable Margins with respect to Revolving Loans to be incurred pursuant to an Incremental RL Commitment shall be higher in any respect than those applicable to any other Revolving Loans, the Applicable Margins for such other Revolving Loans and extension of credit hereunder shall be automatically increased as and to the extent needed to eliminate any deficiencies in accordance with the definition of “Applicable Margin” contained herein, (vii) the proceeds of all U.S. Borrower Revolving Loans to be made pursuant to any Incremental RL Commitment Agreement Commitments shall be used only for the purpose of consummating one or more Permitted Acquisitions and/or providing for any increased working capital needs as reasonably determined purposes permitted by the U.S. Borrower resulting therefromSection 8.08(b), and (viviii) all Incremental RL Commitments shall constitute part of, and be added to the Tranche constituting the Initial U.S. Borrower Revolving Loan Commitments and (vii) all U.S. Borrower Revolving Loans provided subsequently incurred pursuant to an such Incremental RL Commitment (and all interest, fees and other amounts payable thereon) shall be Obligations of the U.S. Borrower under this Agreement and the other applicable Credit Documents and shall be secured by the relevant Security AgreementsDocuments, and guaranteed under each relevant Guarantythe Guaranties, on a pari passu basis with all other Loans Obligations secured by each such the Security Agreement Documents and guaranteed under each such Guarantythe Guaranties. (b) At the time of the provision of Incremental RL Commitments pursuant to this Section 2.162.15, the U.S. Borrower, the Administrative Agent and each such Lender or other Eligible Transferee which agrees to provide an Incremental RL Commitment (each, an “Incremental RL Lender”) shall execute and deliver to the Administrative Agent an Incremental RL Commitment Agreement substantially in the form of Exhibit N (appropriately completed)Agreement, with the effectiveness of the such Incremental RL Lender’s Incremental RL Commitment provided therein to occur on the date set forth in such Incremental RL Commitment Agreement, which date in any event shall be no earlier than the date on which (w) a fully executed copy of the respective Incremental RL Commitment Agreement shall have been delivered to the Administrative Agent, (x) all fees required to be paid in connection therewith at the time of such effectiveness shall have been paid (including, without limitation, any agreed upon up-front or arrangement fees owing to the Administrative AgentAgent (or any affiliate thereof)), (x) all Incremental Commitment Requirements are satisfied, (y) all Incremental Loan Commitment Requirements are other conditions set forth in this Section 2.15 shall have been satisfied, and (z) all other conditions precedent that may be set forth in this Section 2.16 such Incremental RL Commitment Agreement shall have been satisfied. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Incremental RL Commitment Agreement, and at such time (iA) the Total Initial U.S. Borrower Revolving Loan Commitment under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such Incremental RL Commitments, (iiB) Schedule 2.01 I shall be deemed modified to reflect the revised Initial U.S. Borrower Revolving Loan Commitments of the affected Lenders and (iiiC) to the extent requested by any Incremental RL Lender, U.S. Borrower Revolving Notes will be issued issued, at the U.S. Borrower’s expense, to such Incremental RL Lender, to be Lender in conformity with the requirements of Section 2.05. (c) At the time of any provision of Incremental RL Commitments pursuant to this Section 2.162.15, the U.S. Borrower shall, in coordination with the Administrative Agent, repay outstanding Initial U.S. Borrower Revolving Loans of certain of the U.S. Borrower RL Lenders, and incur additional Initial U.S. Borrower Revolving Loans from certain other U.S. Borrower RL Lenders (including the Incremental RL Lenders), in each case to the extent necessary so that all of the U.S. Borrower RL Lenders participate in each outstanding Borrowing of Initial U.S. Borrower Revolving Loans pro rata on the basis of their respective Initial U.S. Borrower Revolving Loan Commitments (after giving effect to any increase in the Total Initial U.S. Borrower Revolving Loan Commitment pursuant to this Section 2.15) and with the U.S. Borrower being obligated to pay to the respective U.S. Borrower RL Lenders any costs of the type referred to in Section 2.11 in connection with any such repayment and/or Borrowing (and in any event including any amounts, as reasonably determined by the respective Lenders, to compensate them for funding any Initial U.S. Borrower Revolving Loans during an existing Interest Period (rather than at the beginning at the respective Interest Period based on rates then applicable thereto)). All determinations by any Lender pursuant to the immediately preceding sentence shall, absent manifest error, be final and conclusive and binding on all parties heretoBorrowing.

Incremental RL Commitments. (a) So long as no Default or Event of Default is then in existence, the U.S. The Borrower shall have the rightright to request, in consultation and coordination with the Administrative Agent as to all of the matters set forth below in this Section 2.16, but without requiring the consent of any of the Lenders, to request at any time after the date on which the Syndication Date has occurred, and prior to the date which is 12 months prior to the Initial Revolving Loan Maturity Borrowing Date, that one or more Lenders (and/or one or more other Persons which are Eligible Transferees and which will become Lenders) provide Incremental RL Commitments to the U.S. Borrower and, subject to the terms and conditions contained in this Agreement and in the respective Incremental RL Commitment Agreement, make U.S. Borrower Revolving Loans pursuant thereto; it being understood and agreed, however, that (i) no Lender shall be obligated to provide an Incremental RL Commitment as a result of any such request by the U.S. Borrower, and until such time, if any, as such Lender has agreed in its sole discretion to provide an Incremental RL Commitment and executed and delivered to the Administrative Agent an Incremental RL Commitment Agreement as provided in clause (b) of this Section 2.162.15, such Lender shall not be obligated to fund any U.S. Borrower Revolving Loans in excess of its U.S. Borrower Revolving Loan Commitment as in effect prior to giving effect to such Incremental RL Commitment provided incurred pursuant to this Section 2.162.15, (ii) any Lender (including any Eligible Transferee who will become a Lender) may so provide an Incremental RL Commitment without the consent of any other Lender, (iii) the provision each incurrence of Incremental RL Commitments on a given date Incremental RL Commitment Date pursuant to this Section 2.16 shall only be permitted on a single occasion on such date, 2.15 shall be in a minimum aggregate amount for all Lenders which provide an Incremental RL Commitment (including any Eligible Transferees Transferee who will become Lenders) of at least U.S. $10,000,000 25,000,000 (or such lower amount as may be acceptable to the Administrative Agent) and shall in integral multiples of $5,000,000 in excess thereof (or such other integral multiple as may be in a maximum aggregate amount of U.S. $20,000,000acceptable to the Administrative Agent, (iv) the aggregate amount of all Incremental RL Commitments provided to be incurred pursuant to this Section 2.16 after the Amendment No. 1 Effective Date, when combined with the aggregate amount of all Incremental Term Loan Commitments provided pursuant to Section 2.15 after the Amendment No. 1 Effective Date (taking the U.S. Dollar Equivalent of at any Incremental Term Loan Commitment denominated in Canadian Dollars at the time of the borrowing thereof) and the aggregate principal (face) amount of Permitted Junior Debt issued or incurred after the Amendment No. 1 Effective Date, shall not exceed $150,000,000; provided that the U.S. Borrower may obtain Maximum Incremental RL Commitments so long as the Consolidated Senior Secured Net Leverage Ratio, determined on a Pro Forma Basis as of the last day of the most recently ended Calculation Period for which Section 9.01 Financials were required to have been delivered (or, if no Calculation Period has passed, as of the last four quarters ended), in each case, as if Commitment Amount at such Ratio-Based Incremental Facility (and Revolving Credit Loans in an amount equal to the full amount of any such Incremental RL Commitments) had been outstanding on the last day of such four-quarter period, shall not exceed 3.50 to 1.00time, (v) the up-front fees and, if applicable, any unutilized commitment fees and/or other fees, payable to each Incremental RL Lender in respect of each Incremental RL Commitment shall be separately agreed to by the Borrower and each such Incremental RL Lender, (vi) if the Applicable Margins and/or Adjustable Applicable Margins with respect to Revolving Loans to be incurred pursuant to an Incremental RL Commitment shall be higher in any respect than those applicable to any other Revolving Loans, the Applicable Margins and/or Adjustable Applicable Margins for such other Revolving Loans and extension of credit hereunder shall be automatically increased as and to the extent needed to eliminate any deficiencies in accordance with the definition of “Applicable Margin” contained herein, (vii) the proceeds of all U.S. Borrower Revolving Loans to be made pursuant to any Incremental RL Commitment Agreement Commitments shall be used only for the purpose of consummating one or more Permitted Acquisitions and/or providing for any increased working capital needs as reasonably determined purposes permitted by the U.S. Borrower resulting therefromSection 8.08(b), and (viviii) all Incremental RL Commitments shall constitute part of, and be added to the Tranche constituting the Initial U.S. Borrower Revolving Loan Commitments and (vii) all U.S. Borrower Revolving Loans provided subsequently incurred pursuant to an such Incremental RL Commitment (and all interest, fees and other amounts payable thereon) shall be Obligations of the U.S. Borrower under this Agreement and the other applicable Credit Documents and shall be secured by the relevant Security AgreementsDocuments, and guaranteed under each relevant Guarantythe Guaranties, on a pari passu basis with all other Loans Obligations secured by each such the Security Agreement Documents and guaranteed under each such Guarantythe Guaranties. (b) At the time of the provision of Incremental RL Commitments pursuant to this Section 2.162.15, the U.S. Borrower, the Administrative Agent and each such Lender or other Eligible Transferee which agrees to provide an Incremental RL Commitment (each, an “Incremental RL Lender”) shall execute and deliver to the Administrative Agent an Incremental RL Commitment Agreement substantially in the form of Exhibit N (appropriately completed)Agreement, with the effectiveness of the such Incremental RL Lender’s Incremental RL Commitment provided therein to occur on the date set forth in such Incremental RL Commitment Agreement, which date in any event shall be no earlier than the date on which (w) a fully executed copy of the respective Incremental RL Commitment Agreement shall have been delivered to the Administrative Agent, (x) all fees required to be paid in connection therewith at the time of such effectiveness shall have been paid (including, without limitation, any agreed upon up-front or arrangement fees owing to the Administrative AgentAgent (or any affiliate thereof)), (x) all Incremental Commitment Requirements are satisfied, (y) all Incremental Loan Commitment Requirements are other conditions set forth in this Section 2.15 shall have been satisfied, and (z) all other conditions precedent that may be set forth in this Section 2.16 such Incremental RL Commitment Agreement shall have been satisfied. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Incremental RL Commitment Agreement, and at such time (iA) the Total Initial U.S. Borrower Revolving Loan Commitment under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such Incremental RL Commitments, (iiB) Schedule 2.01 I shall be deemed modified to reflect the revised Initial U.S. Borrower Revolving Loan Commitments of the affected Lenders and (iiiC) to the extent requested by any Incremental RL Lender, U.S. Borrower Revolving Notes will be issued issued, at the U.S. Borrower’s expense, to such Incremental RL Lender, to be Lender in conformity with the requirements of Section 2.05. (c) At the time of any provision of Incremental RL Commitments pursuant to this Section 2.162.15, the U.S. Borrower shall, in coordination with the Administrative Agent, repay outstanding Initial U.S. Borrower Revolving Loans of certain of the U.S. Borrower RL Lenders, and incur additional Initial U.S. Borrower Revolving Loans from certain other U.S. Borrower RL Lenders (including the Incremental RL Lenders), in each case to the extent necessary so that all of the U.S. Borrower RL Lenders participate in each outstanding Borrowing of Initial U.S. Borrower Revolving Loans pro rata on the basis of their respective Initial U.S. Borrower Revolving Loan Commitments (after giving effect to any increase in the Total Initial U.S. Borrower Revolving Loan Commitment pursuant to this Section 2.15) and with the U.S. Borrower being obligated to pay to the respective U.S. Borrower RL Lenders any costs of the type referred to in Section 2.11 in connection with any such repayment and/or Borrowing (and in any event including any amounts, as reasonably determined by the respective Lenders, to compensate them for funding any Initial U.S. Borrower Revolving Loans during an existing Interest Period (rather than at the beginning at the respective Interest Period based on rates then applicable thereto)). All determinations by any Lender pursuant to the immediately preceding sentence shall, absent manifest error, be final and conclusive and binding on all parties heretoBorrowing.

Incremental RL Commitments. (a) A. So long as no Default or Event the Incremental Loan Commitment Request Requirements are satisfied at the time of Default is then in existencethe delivery of the request referred to below, the U.S. Borrower Company shall have the right, by notice to and in consultation and coordination with the with, Administrative Agent as to all of the matters set forth below in this Section 2.162.12, but without requiring the consent of any of the Lenders, to request at any time and from time to time after the date on which the Syndication Date has occurred, and prior to the date which is 12 months prior to the Initial Revolving Loan Maturity Closing Date, that one or more Lenders (and/or one or more other Persons which are Eligible Transferees and Additional Lenders which will become LendersLenders as provided below) provide Incremental RL Commitments to the U.S. Borrower and, subject to the applicable terms and conditions contained in this Agreement and in the respective Incremental RL Commitment Agreement, make U.S. Borrower Revolving Loans and participate in Letters of Credit pursuant thereto; it being understood and agreed, however, that (i) no Lender shall be obligated to provide an Incremental RL Commitment as a result of any such request by the U.S. BorrowerCompany, and until such time, if any, as such Lender has agreed in its sole discretion to provide an Incremental RL Commitment and executed and delivered to the Administrative Agent an Incremental RL Commitment Agreement in respect thereof as provided in clause (b) of this Section 2.162.12B, such Lender shall not be obligated to fund any U.S. Borrower Revolving Loans in excess of its U.S. Borrower Revolving Loan Commitment as in effect prior to giving effect to such Incremental RL Commitment provided pursuant to this Section 2.162.12, (ii) any Lender (including any Eligible Transferee who will become a Additional Lender) may so provide an Incremental RL Commitment without the consent of any other Lender, (iii) the each provision of Incremental RL Commitments on a given date pursuant to this Section 2.16 shall only be permitted on a single occasion on such date, 2.12 shall be in a minimum aggregate amount (for all Lenders (including Eligible Transferees who will become Lendersany Additional Lender)) of at least U.S. $10,000,000 and shall be in a maximum aggregate amount integral multiples of U.S. $20,000,0001,000,000 in excess thereof, (iv) the aggregate amount of all Incremental RL Commitments provided pursuant to this Section 2.16 after the Amendment No. 1 Effective Date, 2.12 when combined with the aggregate amount of all Incremental Term Loan Commitments provided pursuant to Section 2.15 after the Amendment No. 1 Effective Date (taking the U.S. Dollar Equivalent of any Incremental Term Loan Commitment denominated in Canadian Dollars at the time of the borrowing thereof) and the aggregate principal (face) amount of Permitted Junior Debt issued or incurred after the Amendment No. 1 Effective Date2.11, shall not exceed $150,000,000; provided that the U.S. Borrower may obtain Maximum Incremental Commitment Amount, (v) the Revolving Loans to be made pursuant to such Incremental RL Commitments so long shall be subject to the Applicable Margins as are set forth in the Consolidated Senior Secured Net Leverage RatioIncremental RL Commitment Agreement governing such Incremental RL Commitments, determined on a Pro Forma Basis which Applicable Margins shall be equal to or greater than the Applicable Margins in effect for Revolving Loans at such time; provided, however, that if the Applicable Margins for such Incremental RL Commitments exceed the Applicable Margins for Revolving Loans then in effect, the Applicable Margins for all then outstanding Revolving Loans shall be increased as of such date in accordance with the last day requirements of the most recently ended Calculation Period for which Section 9.01 Financials were required definitions of “Applicable Revolving Base Rate Margin” and “Applicable Revolving LIBOR Margin”, (vi) in the event that the upfront or similar fees payable to have been delivered the Lenders providing such Incremental RL Commitments (or, if no Calculation Period has passed, as amortized over the life of such Incremental RL Commitments) exceed the last four quarters endedupfront or similar fees paid to the Lenders in connection with the Revolving Loan Commitments previously in effect (amortized over the life of such Revolving Loan Commitments), in each case, as if Company shall pay to the Lenders providing such Ratio-Based Incremental Facility (and existing Revolving Credit Loans in an amount Loan Commitments a fee equal to such excess (to be shared by such Lenders ratably on the full amount basis of their Pro Rata Shares of such existing Revolving Loan Commitments), which fee shall be paid on the effective date of any such Incremental RL Commitments) had been outstanding on the last day of such four-quarter periodCommitments as provided in Section 2.12B, shall not exceed 3.50 to 1.00, (v) the proceeds of all U.S. Borrower Revolving Loans made pursuant to any Incremental RL Commitment Agreement shall be used only for the purpose of consummating one or more Permitted Acquisitions and/or providing for any increased working capital needs as reasonably determined by the U.S. Borrower resulting therefrom, (vi) all Incremental RL Commitments shall constitute part of, and be added to the Tranche constituting the Initial U.S. Borrower Revolving Loan Commitments and (vii) all U.S. Borrower Incremental Revolving Loans provided pursuant to an Incremental RL Commitment (and all interest, fees and other amounts payable thereon) shall be Obligations of the U.S. Borrower under this Agreement and the other applicable Credit Loan Documents and shall be secured by the relevant Security AgreementsCollateral Documents, and guaranteed under each relevant the Subsidiary Guaranty, on a pari passu basis with all other Loans Obligations secured by each such Security Agreement the Collateral Documents and guaranteed under each such the Subsidiary Guaranty. (b) B. At the time of the provision of Incremental RL Commitments pursuant to this Section 2.162.12, the U.S. BorrowerCompany, the Administrative Agent and each such Lender or other Eligible Transferee Additional Lender which agrees to provide an Incremental RL Commitment (each, an “Incremental RL Lender”) shall execute and deliver to the Administrative Agent an Incremental RL Commitment Agreement substantially in the form of Exhibit N (appropriately completed)Agreement, with the effectiveness of the such Incremental RL Lender’s Incremental RL Commitment provided therein to occur on the date set forth in such Incremental RL Commitment Agreement, which date in any event shall be no earlier than the date on which (w) a fully executed copy of the respective Incremental RL Commitment Agreement shall have been delivered to the Administrative Agent, (x) all fees required to be paid in connection therewith at the time of such effectiveness shall have been paid (including, without limitation, any agreed upon up-front or arrangement fees owing to the Administrative AgentAgent (or any Affiliate thereof)), (yx) all Incremental Loan Commitment Requirements are satisfied, and (zy) all other conditions set forth in this Section 2.16 2.12 shall have been satisfied, and (z) all other conditions precedent that may be set forth in such Incremental RL Commitment Agreement shall have been satisfied. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Incremental RL Commitment Agreement, and at such time (i) the Total Initial U.S. Borrower Revolving Loan Commitment Commitments under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such Incremental RL Commitments, (ii) Schedule 2.01 2.1 shall be deemed modified to reflect the revised Initial U.S. Borrower Revolving Loan Commitments Commitment of the affected Lenders and (iii) to the extent requested by any Incremental RL Lender, U.S. Borrower Revolving Notes will be issued issued, at the U.S. BorrowerCompany’s expense, to such Incremental RL Lender, to be Lender in conformity with the requirements of Section 2.05.2.1E. (c) C. At the time of any provision of Incremental RL Commitments pursuant to this Section 2.162.12, the U.S. Borrower Company shall, in coordination with the Administrative Agent, repay outstanding Initial U.S. Borrower Revolving Loans of certain of the U.S. Borrower RL LendersLenders having a Revolving Loan Commitment, and incur additional Initial U.S. Borrower Revolving Loans from certain other U.S. Borrower RL Lenders having a Revolving Loan Commitment (including the Incremental RL Lenders), in each case to the extent necessary so that all of the U.S. Borrower RL Lenders having a Revolving Loan Commitment participate in each outstanding Borrowing borrowing of Initial U.S. Borrower Revolving Loans (and the related Interest Periods) pro rata on the basis of their respective Initial U.S. Borrower Revolving Loan Commitments Commitment (after giving effect to any increase in the Total Initial U.S. Borrower Revolving Loan Commitment Commitments pursuant to this Section 2.152.12) and with the U.S. Borrower Company being obligated to pay to the respective U.S. Borrower RL Lenders having a Revolving Loan Commitment any costs of the type referred to in Section 2.11 2.6D in connection with any such repayment and/or Borrowing (and in any event including any amounts, as reasonably determined by the respective Lenders, to compensate them for funding any Initial U.S. Borrower Revolving Loans during an existing Interest Period (rather than at the beginning at the respective Interest Period based on rates then applicable thereto)). All determinations by any Lender pursuant to the immediately preceding sentence shall, absent manifest error, be final and conclusive and binding on all parties heretoborrowing.

Incremental RL Commitments. (a) So long as no Default or Event of Default is then in existence, the U.S. The Borrower shall have the rightright to request, in consultation and coordination with the Administrative Agent as to all of the matters set forth below in this Section 2.16, but without requiring the consent of any of the Lenders, to request at any time after the date on which the Syndication Date has occurred, and prior to the date which is 12 months prior to the Initial Revolving Loan Maturity Borrowing Date, that one or more Lenders (and/or one or more other Persons which are Eligible Transferees Qualified Persons and which will become Lenders) provide Incremental RL Commitments to the U.S. Borrower and, subject to the terms and conditions contained in this Agreement and in the respective Incremental RL Commitment Agreement, make U.S. Borrower Revolving Loans pursuant thereto; it being understood and agreed, however, that (i) no Lender shall be obligated to provide an Incremental RL Commitment as a result of any such request by the U.S. Borrower, and until such time, if any, as such Lender has agreed in its sole discretion to provide an Incremental RL Commitment and executed and delivered to the Administrative Agent an Incremental RL Commitment Agreement as provided in clause (b) of this Section 2.162.15, such Lender shall not be obligated to fund any U.S. Borrower Revolving Loans in excess of its U.S. Borrower Revolving Loan Commitment as in effect prior to giving effect to such Incremental RL Commitment provided incurred pursuant to this Section 2.162.15, (ii) any Lender (including any Eligible Transferee Qualified Persons who will become a Lender) may so provide an Incremental RL Commitment without the consent of any other Lender, (iii) the provision each incurrence of Incremental RL Commitments on a given date Incremental RL Commitment Date pursuant to this Section 2.16 shall only be permitted on a single occasion on such date, 2.15 shall be in a minimum aggregate amount for all Lenders which provide an Incremental RL Commitment (including any Eligible Transferees Transferee who will become Lenders) of at least U.S. $10,000,000 5,000,000 (or such lower amount as may be acceptable to the Administrative Agent) and shall in integral multiples of $1,000,000 in excess thereof (or such other integral multiple as may be in a maximum aggregate amount of U.S. $20,000,000acceptable to the Administrative Agent, (iv) the aggregate amount of all Incremental RL Commitments provided to be incurred pursuant to this Section 2.16 after the Amendment No. 1 Effective Date, when combined with the aggregate amount of all Incremental Term Loan Commitments provided pursuant to Section 2.15 after the Amendment No. 1 Effective Date (taking the U.S. Dollar Equivalent of at any Incremental Term Loan Commitment denominated in Canadian Dollars at the time of the borrowing thereof) and the aggregate principal (face) amount of Permitted Junior Debt issued or incurred after the Amendment No. 1 Effective Date, shall not exceed $150,000,000; provided that the U.S. Borrower may obtain Maximum Incremental RL Commitments so long as the Consolidated Senior Secured Net Leverage Ratio, determined on a Pro Forma Basis as of the last day of the most recently ended Calculation Period for which Section 9.01 Financials were required to have been delivered (or, if no Calculation Period has passed, as of the last four quarters ended), in each case, as if Commitment Amount at such Ratio-Based Incremental Facility (and Revolving Credit Loans in an amount equal to the full amount of any such Incremental RL Commitments) had been outstanding on the last day of such four-quarter period, shall not exceed 3.50 to 1.00time, (v) the up-front fees and, if applicable, any unutilized commitment fees and/or other fees, payable to each Incremental RL Lender in respect of each Incremental RL Commitment shall be separately agreed to by the Borrower and each such Incremental RL Lender, (vi) if the Applicable Margins with respect to Revolving Loans to be incurred pursuant to an Incremental RL Commitment shall be higher in any respect than those applicable to any other Revolving Loans, the Applicable Margins for such other Revolving Loans and extension of credit hereunder shall be automatically increased as and to the extent needed to eliminate any deficiencies in accordance with the definition of “Applicable Margin” contained herein, (vii) the proceeds of all U.S. Borrower Revolving Loans to be made pursuant to any Incremental RL Commitment Agreement Commitments shall be used only for the purpose of consummating one or more Permitted Acquisitions and/or providing for any increased working capital needs as reasonably determined purposes permitted by the U.S. Borrower resulting therefromSection 8.08(b), and (viviii) all Incremental RL Commitments shall constitute part of, and be added to the Tranche constituting the Initial U.S. Borrower Revolving Loan Commitments and (vii) all U.S. Borrower Revolving Loans provided subsequently incurred pursuant to an such Incremental RL Commitment (and all interest, fees and other amounts payable thereon) shall be Obligations of the U.S. Borrower under this Agreement and the other applicable Credit Documents and shall be secured by the relevant Security AgreementsDocuments, and guaranteed under each relevant Guarantythe Guaranties, on a pari passu basis with all other Loans Obligations secured by each such the Security Agreement Documents and guaranteed under each such Guarantythe Guaranties. (b) At the time of the provision of Incremental RL Commitments pursuant to this Section 2.162.15, the U.S. Borrower, the Administrative Agent and each such Lender or other Eligible Transferee Qualified Person which agrees to provide an Incremental RL Commitment (each, an “Incremental RL Lender”) shall execute and deliver to the Administrative Agent an Incremental RL Commitment Agreement substantially in the form of Exhibit N (appropriately completed)Agreement, with the effectiveness of the such Incremental RL Lender’s Incremental RL Commitment provided therein to occur on the date set forth in such Incremental RL Commitment Agreement, which date in any event shall be no earlier than the date on which (w) a fully executed copy of the respective Incremental RL Commitment Agreement shall have been delivered to the Administrative Agent, (x) all fees required to be paid in connection therewith at the time of such effectiveness shall have been paid (including, without limitation, any agreed upon up-front or arrangement fees owing to the Administrative AgentAgent (or any affiliate thereof)), (yx) all Incremental Loan Commitment Requirements are satisfied, and (zy) all other conditions set forth in this Section 2.16 2.15 shall have been satisfiedsatisfied (or waived in writing by the Required Lenders prior to the incurrence of such Incremental RL Commitments), and (z) all other conditions precedent that may be set forth in such Incremental RL Commitment Agreement shall have been satisfied (or waived in writing by the Lenders providing such Incremental RL Commitments). The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Incremental RL Commitment Agreement, and at such time (iA) the Total Initial U.S. Borrower Revolving Loan Commitment under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such Incremental RL Commitments, (iiB) Schedule 2.01 1.01 shall be deemed modified to reflect the revised Initial U.S. Borrower Revolving Loan Commitments of the affected Lenders and (iiiC) to the extent requested by any Incremental RL Lender, U.S. Borrower Revolving Notes will be issued issued, at the U.S. Borrower’s expense, to such Incremental RL Lender, to be Lender in conformity with the requirements of Section 2.05. (c) At the time of any provision of Incremental RL Commitments pursuant to this Section 2.162.15, the U.S. Borrower shall, in coordination with the Administrative Agent, repay outstanding Initial U.S. Borrower Revolving Loans of certain of the U.S. Borrower RL Lenders, and incur additional Initial U.S. Borrower Revolving Loans from certain other U.S. Borrower RL Lenders (including the Incremental RL Lenders), in each case to the extent necessary so that all of the U.S. Borrower RL Lenders participate in each outstanding Borrowing of Initial U.S. Borrower Revolving Loans pro rata on the basis of their respective Initial U.S. Borrower Revolving Loan Commitments (after giving effect to any increase in the Total Initial U.S. Borrower Revolving Loan Commitment pursuant to this Section 2.15) and with the U.S. Borrower being obligated to pay to the respective U.S. Borrower RL Lenders any costs of the type referred to in Section 2.11 in connection with any such repayment and/or Borrowing (and in any event including any amounts, as reasonably determined by the respective Lenders, to compensate them for funding any Initial U.S. Borrower Revolving Loans during an existing Interest Period (rather than at the beginning at the respective Interest Period based on rates then applicable thereto)). All determinations by any Lender pursuant to the immediately preceding sentence shall, absent manifest error, be final and conclusive and binding on all parties heretoBorrowing.

Incremental RL Commitments. (a) So long as no Default or Event the Incremental LoanCommitment Request Requirements are satisfied at the time of Default is then in existencethe delivery of the request referred to below, the U.S. Borrower shall have the right, with the consent of, and in consultation and coordination with with, the Administrative Agent as to all of the matters set forth below in this Section 2.16, but without requiring the consent of any of the Lenders, to request at any time and from time to time after the date on which the Syndication Initial Borrowing Date has occurred, and prior to the date which is 12 months prior to the Initial Revolving Loan Maturity Date, that one or more Lenders (and/or one or more other Persons which are Eligible Transferees Assignees and which will become LendersLenders as provided below) provide Incremental RL Commitments to the U.S. Borrower and, subject to the applicable terms and conditions contained in this Agreement and in the respective Incremental RL Commitment Agreement, make U.S. Borrower Revolving Loans pursuant thereto; it being understood and agreed, however, that (i) no Lender shall be obligated to provide an Incremental RL Commitment as a result of any such request by the U.S. Borrower, and until such time, if any, as such Lender has agreed in its sole discretion to provide an Incremental RL Commitment and executed and delivered to the Administrative Agent an Incremental RL Commitment Agreement in respect thereof as provided in clause (b) of this Section 2.16, such Lender shall not be obligated to fund any U.S. Borrower Revolving Loans in excess of its U.S. Borrower Revolving Loan Commitment as in effect prior to giving effect to such Incremental RL Commitment provided pursuant to this Section 2.16, (ii) any Lender (including any Eligible Transferee Assignee who will become a Lender) may so provide an Incremental RL Commitment without the consent of any other Lender, (iii) the each provision of Incremental RL Commitments on a given date pursuant to this Section 2.16 shall only be permitted on a single occasion on such date, shall be in a minimum aggregate amount (for all Lenders (including any Eligible Transferees Assignee who will become Lendersa Lender)) of at least U.S. $10,000,000 20,000,000 and shall be in a maximum aggregate amount integral multiples of U.S. $20,000,0005,000,000 in excess thereof, (iv) the aggregate amount of all Incremental RL Commitments provided pursuant to this Section 2.16 after the Amendment No. 1 Effective Date2.16, when combined with the aggregate amount of all Incremental Term Loan Commitments provided pursuant to Section 2.15 after the Amendment No. 1 Effective Date (taking the U.S. Dollar Equivalent of any Incremental Term Loan Commitment denominated in Canadian Dollars at the time of the borrowing thereof) and the aggregate principal (face) amount of Permitted Junior Debt issued or incurred after the Amendment No. 1 Effective Date2.15, shall not exceed $150,000,000; provided that the U.S. Borrower may obtain Maximum Incremental RL Commitments so long as the Consolidated Senior Secured Net Leverage Ratio, determined on a Pro Forma Basis as of the last day of the most recently ended Calculation Period for which Section 9.01 Financials were required to have been delivered (or, if no Calculation Period has passed, as of the last four quarters ended), in each case, as if such Ratio-Based Incremental Facility (Commitment Amount and Revolving Credit Loans in an amount equal to the full amount of any such Incremental RL Commitments) had been outstanding on the last day of such four-quarter period, shall not exceed 3.50 to 1.00, (v) the proceeds of all U.S. Borrower Incremental Revolving Loans made pursuant to any Incremental RL Commitment Agreement shall be used only for the purpose of consummating one or more Permitted Acquisitions and/or providing for any increased working capital needs as reasonably determined by the U.S. Borrower resulting therefrom, (vi) all Incremental RL Commitments shall constitute part of, and be added to the Tranche constituting the Initial U.S. Borrower Revolving Loan Commitments and (vii) all U.S. Borrower Revolving Loans provided pursuant to an Incremental RL Commitment (and all interest, fees and other amounts payable thereon) shall be Obligations of the U.S. Borrower under this Agreement and the other applicable Credit Documents and shall be secured by the relevant Security AgreementsDocuments, and guaranteed under each relevant the Subsidiaries Guaranty, on a pari passu basis with all other Loans Obligations secured by each such the Security Agreement Documents and guaranteed under each such the Subsidiaries Guaranty. . NEWYORK 9228865 (b2K) At the time of the provision of Incremental RL Commitments pursuant to this Section 2.16, the U.S. Borrower, the Administrative Agent and each such Lender or other Eligible Transferee which agrees to provide an Incremental RL Commitment (each, an “Incremental RL Lender”) shall execute and deliver to the Administrative Agent an Incremental RL Commitment Agreement substantially in the form of Exhibit N (appropriately completed), with the effectiveness of the Incremental RL Commitment provided therein to occur on the date on which (w) a fully executed copy of the respective Incremental RL Commitment Agreement shall have been delivered to the Administrative Agent, (x) all fees required to be paid in connection therewith at the time of such effectiveness shall have been paid (including, without limitation, any agreed upon up-front or arrangement fees owing to the Administrative Agent), (y) all Incremental Loan Commitment Requirements are satisfied, and (z) all other conditions set forth in this Section 2.16 shall have been satisfied. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Incremental RL Commitment Agreement, and at such time (i) the Total Initial U.S. Borrower Revolving Loan Commitment under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such Incremental RL Commitments, (ii) Schedule 2.01 shall be deemed modified to reflect the revised Initial U.S. Borrower Revolving Loan Commitments of the affected Lenders and (iii) to the extent requested by any Incremental RL Lender, U.S. Borrower Revolving Notes will be issued at the U.S. Borrower’s expense, to such Incremental RL Lender, to be in conformity with the requirements of Section 2.05. (c) At the time of any provision of Incremental RL Commitments pursuant to this Section 2.16, the U.S. Borrower shall, in coordination with the Administrative Agent, repay outstanding Initial U.S. Borrower Revolving Loans of certain of the U.S. Borrower RL Lenders, and incur additional Initial U.S. Borrower Revolving Loans from certain other U.S. Borrower RL Lenders (including the Incremental RL Lenders), in each case to the extent necessary so that all of the U.S. Borrower RL Lenders participate in each outstanding Borrowing of Initial U.S. Borrower Revolving Loans pro rata on the basis of their respective Initial U.S. Borrower Revolving Loan Commitments (after giving effect to any increase in the Total Initial U.S. Borrower Revolving Loan Commitment pursuant to this Section 2.15) and with the U.S. Borrower being obligated to pay to the respective U.S. Borrower RL Lenders any costs of the type referred to in Section 2.11 in connection with any such repayment and/or Borrowing (and in any event including any amounts, as reasonably determined by the respective Lenders, to compensate them for funding any Initial U.S. Borrower Revolving Loans during an existing Interest Period (rather than at the beginning at the respective Interest Period based on rates then applicable thereto)). All determinations by any Lender pursuant to the immediately preceding sentence shall, absent manifest error, be final and conclusive and binding on all parties hereto.-63-

Incremental RL Commitments. (a) A. So long as no Default or Event the Incremental Loan Commitment Request Requirements are satisfied at the time of Default is then in existencethe delivery of the request referred to below, the U.S. Borrower Company shall have the right, in consultation and coordination with the consent of, and in coordination with, Administrative Agent as to all of the matters set forth below in this Section 2.162.12, but without requiring the consent of any of the Lenders, to request at any time and from time to time after the date on which the Syndication Closing Date has occurred, and prior to the date which is 12 months prior to the Initial Revolving Loan Maturity Date, that one or more Lenders (and/or one or more other Persons which are Eligible Transferees Assignees and which will become LendersLenders as provided below) provide Incremental RL Commitments to the U.S. Borrower and, subject to the applicable terms and conditions contained in this Agreement and in the respective Incremental RL Commitment Agreement, make U.S. Borrower Revolving Loans and participate in Letters of Credit and Swing Line Loans pursuant thereto; it being understood and agreed, however, that (i) no Lender shall be obligated to provide an Incremental RL Commitment as a result of any such request by the U.S. BorrowerCompany, and until such time, if any, as such Lender has agreed in its sole discretion to provide an Incremental RL Commitment and executed and delivered to the Administrative Agent an Incremental RL Commitment Agreement in respect thereof as provided in clause (b) of this Section 2.162.12B, such Lender shall not be obligated to fund any U.S. Borrower Revolving Loans in excess of its U.S. Borrower Revolving Loan Commitment as in effect prior to giving effect to such Incremental RL Commitment provided pursuant to this Section 2.162.12, (ii) any Lender (including any Eligible Transferee who Assignee which will become a Lender) may so provide an Incremental RL Commitment without the consent of any other Lender, (iii) the each provision of Incremental RL Commitments on a given date pursuant to this Section 2.16 shall only be permitted on a single occasion on such date, 2.12 shall be in a minimum aggregate amount (for all Lenders (including any Eligible Transferees who Assignee which will become Lendersa Lender)) of at least U.S. $10,000,000 25,000,000 and shall be in a maximum aggregate amount integral multiples of U.S. $20,000,0005,000,000 in excess thereof, (iv) the aggregate amount of all Incremental RL Commitments provided pursuant to this Section 2.16 after the Amendment No. 1 Effective Date2.12 shall not exceed $50,000,000, and when combined with the aggregate amount of all Incremental Term Loan Commitments provided pursuant to Section 2.15 after the Amendment No. 1 Effective Date (taking the U.S. Dollar Equivalent of any Incremental Term Loan Commitment denominated in Canadian Dollars at the time of the borrowing thereof) and the aggregate principal (face) amount of Permitted Junior Debt issued or incurred after the Amendment No. 1 Effective Date2.11, shall not exceed $150,000,000; provided that the U.S. Borrower may obtain Maximum Incremental Commitment Amount, (v) the Revolving Loans to be made pursuant to such Incremental RL Commitments so long shall be subject to the Applicable Margins as are set forth in the Consolidated Senior Secured Net Leverage RatioIncremental RL Commitment Agreement governing such Incremental RL Commitments, determined on a Pro Forma Basis which Applicable Margins shall be equal to or greater than the Applicable Margins in effect for Revolving Loans at such time, provided, however, that if the Applicable Margins for such Incremental RL Commitments exceed the Applicable Margins for Revolving Loans then in effect, the Applicable Margins for all then outstanding Revolving Loans shall be increased as of such date in accordance with the last day requirements of the most recently ended Calculation Period for which Section 9.01 Financials were required definitions of “Applicable Revolving Loan Base Rate Margin” and “Applicable Revolving Loan LIBOR Margin”, (vi) in the event that the upfront or similar fees payable to have been delivered the Lenders providing such Incremental RL Commitments (or, if no Calculation Period has passed, as amortized over the life of such Incremental RL Commitments) exceed the last four quarters endedupfront or similar fees paid to the Lenders in connection with the Revolving Loan Commitments previously in effect (amortized over the life of such Revolving Loan Commitments), in each case, as if Company shall pay to the Lenders providing such Ratio-Based Incremental Facility (and existing Revolving Credit Loans in an amount Loan Commitments a fee equal to such excess (to be shared by such Lenders ratably on the full amount basis of their Pro Rata Shares of such existing Revolving Loan Commitments), which fee shall be paid on the effective date of any such Incremental RL Commitments) had been outstanding on the last day of such four-quarter periodCommitments as provided in Section 2.12B, shall not exceed 3.50 to 1.00, (v) the proceeds of all U.S. Borrower Revolving Loans made pursuant to any Incremental RL Commitment Agreement shall be used only for the purpose of consummating one or more Permitted Acquisitions and/or providing for any increased working capital needs as reasonably determined by the U.S. Borrower resulting therefrom, (vi) all Incremental RL Commitments shall constitute part of, and be added to the Tranche constituting the Initial U.S. Borrower Revolving Loan Commitments and (vii) all U.S. Borrower Incremental Revolving Loans provided pursuant to an Incremental RL Commitment (and all interest, fees and other amounts payable thereon) shall be Obligations of the U.S. Borrower under this Agreement and the other applicable Credit Loan Documents and shall be secured by the relevant Security AgreementsCollateral Documents, and guaranteed under each relevant the Subsidiary Guaranty, on a pari passu basis with all other Loans Obligations secured by each such Security Agreement the Collateral Documents and guaranteed under each such the Subsidiary Guaranty. (b) B. At the time of the provision of Incremental RL Commitments pursuant to this Section 2.162.12, the U.S. BorrowerCompany, the Administrative Agent and each such Lender or other Eligible Transferee Assignee which agrees to provide an Incremental RL Commitment (each, an “Incremental RL Lender”) shall execute and deliver to the Administrative Agent an Incremental RL Commitment Agreement substantially in the form of Exhibit N (appropriately completed)Agreement, with the effectiveness of the such Incremental RL Lender’s Incremental RL Commitment provided therein to occur on the date set forth in such Incremental RL Commitment Agreement, which date in any event shall be no earlier than the date on which (w) a fully executed copy of the respective Incremental RL Commitment Agreement shall have been delivered to the Administrative Agent, (x) all fees required to be paid in connection therewith at the time of such effectiveness shall have been paid (including, without limitation, any agreed upon up-front or arrangement fees owing to the Administrative AgentAgent (or any Affiliate thereof)), (yx) all Incremental Loan Commitment Requirements are satisfied, and (zy) all other conditions set forth in this Section 2.16 2.12 shall have been satisfied, and (z) all other conditions precedent that may be set forth in such Incremental RL Commitment Agreement shall have been satisfied. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Incremental RL Commitment Agreement, and at such time (i) the Total Initial U.S. Borrower Revolving Loan Commitment Commitments under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such Incremental RL Commitments, (ii) Schedule 2.01 2.1 shall be deemed modified to reflect the revised Initial U.S. Borrower Revolving Loan Commitments Commitment of the affected Lenders and (iii) to the extent requested by any Incremental RL Lender, U.S. Borrower Revolving Notes will be issued issued, at the U.S. BorrowerCompany’s expense, to such Incremental RL Lender, to be Lender in conformity with the requirements of Section 2.05.2.1E. (c) C. At the time of any provision of Incremental RL Commitments pursuant to this Section 2.162.12, the U.S. Borrower Company shall, in coordination with the Administrative Agent, repay outstanding Initial U.S. Borrower Revolving Loans of certain of the U.S. Borrower RL LendersLenders having a Revolving Loan Commitment, and incur additional Initial U.S. Borrower Revolving Loans from certain other U.S. Borrower RL Lenders having a Revolving Loan Commitment (including the Incremental RL Lenders), in each case to the extent necessary so that all of the U.S. Borrower RL Lenders having a Revolving Loan Commitment participate in each outstanding Borrowing borrowing of Initial U.S. Borrower Revolving Loans (and the related Interest Periods) pro rata on the basis of their respective Initial U.S. Borrower Revolving Loan Commitments Commitment (after giving effect to any increase in the Total Initial U.S. Borrower Revolving Loan Commitment Commitments pursuant to this Section 2.152.12) and with the U.S. Borrower Company being obligated to pay to the respective U.S. Borrower RL Lenders having a Revolving Loan Commitment any costs of the type referred to in Section 2.11 2.6D in connection with any such repayment and/or Borrowing (and in any event including any amounts, as reasonably determined by the respective Lenders, to compensate them for funding any Initial U.S. Borrower Revolving Loans during an existing Interest Period (rather than at the beginning at the respective Interest Period based on rates then applicable thereto)). All determinations by any Lender pursuant to the immediately preceding sentence shall, absent manifest error, be final and conclusive and binding on all parties heretoborrowing.

Incremental RL Commitments. (a) So long as no Default or Event the Incremental Loan Commitment Request Requirements are satisfied at the time of Default is then in existencethe delivery of the request referred to below, the U.S. Borrower shall have the right, with the consent of, and in consultation and coordination with with, the Administrative Agent as to all of the matters set forth below in this Section 2.162.15, but without requiring the consent of any of the Lenders, to request at any time and from time to time after the date on which the Syndication Date has occurred, and prior to the date which is 12 months prior to the Initial Revolving Loan Maturity Date, that one or more Lenders (and/or one or more other Persons which are Eligible Transferees and which will become LendersLenders as provided below) provide Incremental RL Commitments to the U.S. Borrower and, subject to the applicable terms and conditions contained in this Agreement and in the respective Incremental RL Commitment Agreement, make U.S. Borrower Revolving Loans pursuant thereto; it being understood and agreed, however, that (i) no Lender shall be obligated to provide an Incremental RL Commitment as a result of any such request by the U.S. Borrower, and until such time, if any, as such Lender has agreed in its sole discretion to provide an Incremental RL Commitment and executed and delivered to the Administrative Agent an Incremental RL Commitment Agreement in respect thereof as provided in clause (b) of this Section 2.162.15, such Lender shall not be obligated to fund any U.S. Borrower Revolving Loans in excess of its U.S. Borrower Revolving Loan Commitment as in effect prior to giving effect to such Incremental RL Commitment provided pursuant to this Section 2.162.15, (ii) any Lender (including any Eligible Transferee who will become a Lender) may so provide an Incremental RL Commitment without the consent of any other Lender, (iii) the each provision of Incremental RL Commitments on a given date pursuant to this Section 2.16 shall only be permitted on a single occasion on such date, 2.15 shall be in a minimum aggregate amount (for all Lenders (including any Eligible Transferees Transferee who will become Lendersa Lender)) of at least U.S. $10,000,000 25,000,000 and shall be in a maximum aggregate amount integral multiples of U.S. $20,000,0005,000,000 in excess thereof, (iv) the aggregate amount of all Incremental RL Commitments provided pursuant to this Section 2.16 after the Amendment No. 1 Effective Date2.15, when combined with the aggregate amount of all Incremental Term Loan Commitments provided pursuant to Section 2.15 after the Amendment No. 1 Effective Date (taking the U.S. Dollar Equivalent of any Incremental Term Loan Commitment denominated in Canadian Dollars at the time of the borrowing thereof) and the aggregate principal (face) amount of Permitted Junior Debt issued or incurred after the Amendment No. 1 Effective Date2.14, shall not exceed $150,000,000; provided that the U.S. Borrower may obtain Maximum Incremental RL Commitments so long as the Consolidated Senior Secured Net Leverage Ratio, determined on a Pro Forma Basis as of the last day of the most recently ended Calculation Period for which Section 9.01 Financials were required to have been delivered (or, if no Calculation Period has passed, as of the last four quarters ended), in each case, as if such Ratio-Based Incremental Facility (Commitment Amount and Revolving Credit Loans in an amount equal to the full amount of any such Incremental RL Commitments) had been outstanding on the last day of such four-quarter period, shall not exceed 3.50 to 1.00, (v) the proceeds of all U.S. Borrower Incremental Revolving Loans made pursuant to any Incremental RL Commitment Agreement shall be used only for the purpose of consummating one or more Permitted Acquisitions and/or providing for any increased working capital needs as reasonably determined by the U.S. Borrower resulting therefrom, (vi) all Incremental RL Commitments shall constitute part of, and be added to the Tranche constituting the Initial U.S. Borrower Revolving Loan Commitments and (vii) all U.S. Borrower Revolving Loans provided pursuant to an Incremental RL Commitment (and all interest, fees and other amounts payable thereon) shall be Obligations of the U.S. Borrower under this Agreement and the other applicable Credit Documents and shall be secured by the relevant Security AgreementsPledge Agreement, and guaranteed under each relevant the Subsidiaries Guaranty, on a pari passu basis with all other Loans Obligations secured by each such Security the Pledge Agreement and guaranteed under each such the Subsidiaries Guaranty. (b) At the time of the provision of Incremental RL Commitments pursuant to this Section 2.16, the U.S. Borrower, the Administrative Agent and each such Lender or other Eligible Transferee which agrees to provide an Incremental RL Commitment (each, an “Incremental RL Lender”) shall execute and deliver to the Administrative Agent an Incremental RL Commitment Agreement substantially in the form of Exhibit N (appropriately completed), with the effectiveness of the Incremental RL Commitment provided therein to occur on the date on which (w) a fully executed copy of the respective Incremental RL Commitment Agreement shall have been delivered to the Administrative Agent, (x) all fees required to be paid in connection therewith at the time of such effectiveness shall have been paid (including, without limitation, any agreed upon up-front or arrangement fees owing to the Administrative Agent), (y) all Incremental Loan Commitment Requirements are satisfied, and (z) all other conditions set forth in this Section 2.16 shall have been satisfied. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Incremental RL Commitment Agreement, and at such time (i) the Total Initial U.S. Borrower Revolving Loan Commitment under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such Incremental RL Commitments, (ii) Schedule 2.01 shall be deemed modified to reflect the revised Initial U.S. Borrower Revolving Loan Commitments of the affected Lenders and (iii) to the extent requested by any Incremental RL Lender, U.S. Borrower Revolving Notes will be issued at the U.S. Borrower’s expense, to such Incremental RL Lender, to be in conformity with the requirements of Section 2.05. (c) At the time of any provision of Incremental RL Commitments pursuant to this Section 2.16, the U.S. Borrower shall, in coordination with the Administrative Agent, repay outstanding Initial U.S. Borrower Revolving Loans of certain of the U.S. Borrower RL Lenders, and incur additional Initial U.S. Borrower Revolving Loans from certain other U.S. Borrower RL Lenders (including the Incremental RL Lenders), in each case to the extent necessary so that all of the U.S. Borrower RL Lenders participate in each outstanding Borrowing of Initial U.S. Borrower Revolving Loans pro rata on the basis of their respective Initial U.S. Borrower Revolving Loan Commitments (after giving effect to any increase in the Total Initial U.S. Borrower Revolving Loan Commitment pursuant to this Section 2.15) and with the U.S. Borrower being obligated to pay to the respective U.S. Borrower RL Lenders any costs of the type referred to in Section 2.11 in connection with any such repayment and/or Borrowing (and in any event including any amounts, as reasonably determined by the respective Lenders, to compensate them for funding any Initial U.S. Borrower Revolving Loans during an existing Interest Period (rather than at the beginning at the respective Interest Period based on rates then applicable thereto)). All determinations by any Lender pursuant to the immediately preceding sentence shall, absent manifest error, be final and conclusive and binding on all parties hereto.

Incremental RL Commitments. (a) So long as no Default or Event of Default is then in existence, the U.S. The Borrower shall have the right, in consultation and coordination with the Administrative Agent as to all of the matters set forth below in this Section 2.16, but without requiring the consent of any of the Lenders, to request at any time and from time to time after the date on which the Syndication Date has occurred, and prior to the date which is 12 months prior to the Initial Revolving Loan Maturity Effective Date, that one or more Lenders (and/or one or more other Persons which are Eligible Transferees and which will become LendersLenders as provided below) satisfactory to the Administrative Agent (with such consent not to be unreasonably withheld) provide Incremental RL Commitments to the U.S. Borrower and, subject to the applicable terms and conditions contained in this Agreement and in the respective Incremental RL Commitment Agreement, make U.S. Borrower Revolving Loans pursuant thereto; it being understood and agreed, however, that (i) no Lender shall be obligated to provide an Incremental RL Commitment as a result of any such request by the U.S. Borrower, and until such time, if any, as such Lender has agreed in its sole discretion to provide an Incremental RL Commitment and executed and delivered to the Administrative Agent an Incremental RL Commitment Agreement in respect thereof as provided in clause (b) of this Section 2.161.15, such Lender shall not be obligated to fund any U.S. Borrower Revolving Loans in excess of its U.S. Borrower Revolving Loan Commitment as in effect prior to giving effect to such Incremental RL Commitment provided pursuant to this Section 2.161.15, (ii) any Lender (including any Eligible Transferee who will become a Lender) may so provide an Incremental RL Commitment without the consent of any other Lender, (iii) the provision of Incremental RL Commitments on a given date pursuant to this Section 2.16 shall only be permitted on a single occasion on such date, shall be in a minimum aggregate amount for all Lenders (including Eligible Transferees who will become Lenders) of at least U.S. $10,000,000 and shall be in a maximum aggregate amount of U.S. $20,000,000, (iv) the aggregate amount of all Incremental RL Commitments provided pursuant to this Section 2.16 after the Amendment No. 1 Effective Date1.15, when combined with the aggregate amount of all Incremental Term Revolving Loan Commitments provided pursuant to Section 2.15 after the Amendment No. 1 Effective Date (taking the U.S. Dollar Equivalent of any Incremental Term Loan Commitment denominated in Canadian Dollars at the time as of the borrowing thereof) and the aggregate principal (face) amount of Permitted Junior Debt issued or incurred after the Amendment No. 1 Effective Date, shall not exceed $150,000,000; provided that the U.S. Borrower may obtain Incremental RL Commitments so long as the Consolidated Senior Secured Net Leverage Ratio, determined on a Pro Forma Basis as of the last day of the most recently ended Calculation Period for which Section 9.01 Financials were required to have been delivered Maximum Revolving Loan Commitment Amount and (or, if no Calculation Period has passed, as of the last four quarters ended), in each case, as if such Ratio-Based Incremental Facility (and Revolving Credit Loans in an amount equal to the full amount of any such Incremental RL Commitmentsiv) had been outstanding on the last day of such four-quarter period, shall not exceed 3.50 to 1.00, (v) the proceeds of all U.S. Borrower Revolving Loans made pursuant to any Incremental RL Commitment Agreement shall be used only for the purpose of consummating one or more Permitted Acquisitions and/or providing for any increased working capital needs as reasonably determined by the U.S. Borrower resulting therefrom, (vi) all Incremental RL Commitments shall constitute part of, and be added to the Tranche constituting the Initial U.S. Borrower Revolving Loan Commitments and (vii) all U.S. Borrower Revolving Loans provided pursuant to an Incremental RL Commitment (and all interest, fees and other amounts payable thereon) shall be Obligations of the U.S. Borrower under this Agreement and the other applicable Credit Documents and shall be secured by the relevant Security AgreementsPledge Agreement, and guaranteed under each relevant the Subsidiaries Guaranty, on a pari passu basis with all other Loans Obligations secured by each such Security the Pledge Agreement and guaranteed under each such the Subsidiaries Guaranty. (b) At the time of the provision of Incremental RL Commitments pursuant to this Section 2.161.15, the U.S. Borrower, the Administrative Agent and each such Lender or other Eligible Transferee which agrees to provide an Incremental RL Commitment (each, an “Incremental RL Lender”) shall execute and deliver to the Administrative Agent an Incremental RL Commitment Agreement substantially in the form of Exhibit N (appropriately completed)Agreement, with the effectiveness of the such Incremental RL Lender’s Incremental RL Commitment provided therein to occur on the date set forth in such Incremental RL Commitment Agreement, which date in any event shall be no earlier than the date on which (w) a fully executed copy of the respective Incremental RL Commitment Agreement shall have been delivered to the Administrative Agent, (x) all fees required to be paid in connection therewith at the time of such effectiveness shall have been paid (including, without limitation, any agreed upon up-front or arrangement fees owing to the Administrative Agentfees), (x) all Incremental Commitment Requirements are satisfied, (y) all Incremental Loan Commitment Requirements are other conditions set forth in this Section 1.15 shall have been satisfied, and (z) all other conditions precedent that may be set forth in this Section 2.16 such Incremental RL Commitment Agreement shall have been satisfied. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Incremental RL Commitment Agreement, and at such time time, (i) the Total Initial U.S. Borrower Revolving Loan Commitment under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such Incremental RL Commitments, (ii) Schedule 2.01 I shall be deemed modified to reflect the revised Initial U.S. Borrower Revolving Loan Commitments of the affected Lenders and (iii) to the extent requested by any Incremental RL Lender, U.S. Borrower Revolving Notes will be issued issued, at the U.S. Borrower’s Borrowers’ expense, to such Incremental RL Lender, to be Lender in conformity with the requirements of Section 2.051.05. (c) At the time of any provision of Incremental RL Commitments pursuant to this Section 2.161.15, the U.S. Borrower shall, in coordination with the Administrative Agent, repay outstanding Initial U.S. Borrower Revolving Loans of certain of the U.S. Borrower RL Lenders, and incur additional Initial U.S. Borrower Revolving Loans from certain other U.S. Borrower RL Lenders (including the Incremental RL Lenders), in each case to the extent necessary so that all of the U.S. Borrower RL Lenders participate in each outstanding Borrowing of Initial U.S. Borrower Revolving Loans pro rata on the basis of their respective Initial U.S. Borrower Revolving Loan Commitments (after giving effect to any increase in the Total Initial U.S. Borrower Revolving Loan Commitment pursuant to this Section 2.151.15) and with the U.S. Borrower being obligated to pay to the respective U.S. Borrower RL Lenders any costs of the type referred to in Section 2.11 1.12 in connection with any such repayment and/or Borrowing (and in any event including any amounts, as reasonably determined by the respective Lenders, to compensate them for funding any Initial U.S. Borrower Revolving Loans during an existing Interest Period (rather than at the beginning at the respective Interest Period based on rates then applicable thereto)). All determinations by any Lender pursuant to the immediately preceding sentence shall, absent manifest error, be final and conclusive and binding on all parties heretoBorrowing.

Incremental RL Commitments. (a) So long as no Default or Event the Incremental Loan Commitment Request Requirements are satisfied at the time of Default is then in existencethe delivery of the request referred to below, the U.S. Borrower shall have the right, with the consent of, and in consultation and coordination with with, the Administrative Agent as to all of the matters set forth below in this Section 2.16, but without requiring the consent of any of the Lenders, to request at any time and from time to time after the date on which the Syndication Initial Borrowing Date has occurred, and prior to the date which is 12 months prior to the Initial Revolving Loan Maturity Date, that one or more Lenders (and/or one or more other Persons which are Eligible Transferees Assignees and which will become LendersLenders as provided below) provide Incremental RL Commitments to the U.S. Borrower and, subject to the applicable terms and conditions contained in this Agreement and in the respective Incremental RL Commitment Agreement, make U.S. Borrower Revolving Loans pursuant thereto; it being understood and agreed, however, that (i) no Lender shall be obligated to provide an Incremental RL Commitment as a result of any such request by the U.S. Borrower, and until such time, if any, as such Lender has agreed in its sole discretion to provide an Incremental RL Commitment and executed and delivered to the Administrative Agent an Incremental RL Commitment Agreement in respect thereof as provided in clause (b) of this Section 2.16, such Lender shall not be obligated to fund any U.S. Borrower Revolving Loans in excess of its U.S. Borrower Revolving Loan Commitment as in effect prior to giving effect to such Incremental RL Commitment provided pursuant to this Section 2.16, (ii) any Lender (including any Eligible Transferee Assignee who will become a Lender) may so provide an Incremental RL Commitment without the consent of any other Lender, (iii) the each provision of Incremental RL Commitments on a given date pursuant to this Section 2.16 shall only be permitted on a single occasion on such date, shall be in a minimum aggregate amount (for all Lenders (including any Eligible Transferees Assignee who will become Lendersa Lender)) of at least U.S. $10,000,000 20,000,000 and shall be in a maximum aggregate amount integral multiples of U.S. $20,000,0005,000,000 in excess thereof, (iv) the aggregate amount of all Incremental RL Commitments provided pursuant to this Section 2.16 after the Amendment No. 1 Effective Date2.16, when combined with the aggregate amount of all Incremental Term Loan Commitments provided pursuant to Section 2.15 after the Amendment No. 1 Effective Date (taking the U.S. Dollar Equivalent of any Incremental Term Loan Commitment denominated in Canadian Dollars at the time of the borrowing thereof) and the aggregate principal (face) amount of Permitted Junior Debt issued or incurred after the Amendment No. 1 Effective Date2.15, shall not exceed $150,000,000; provided that the U.S. Borrower may obtain Maximum Incremental RL Commitments so long as the Consolidated Senior Secured Net Leverage Ratio, determined on a Pro Forma Basis as of the last day of the most recently ended Calculation Period for which Section 9.01 Financials were required to have been delivered (or, if no Calculation Period has passed, as of the last four quarters ended), in each case, as if such Ratio-Based Incremental Facility (Commitment Amount and Revolving Credit Loans in an amount equal to the full amount of any such Incremental RL Commitments) had been outstanding on the last day of such four-quarter period, shall not exceed 3.50 to 1.00, (v) the proceeds of all U.S. Borrower Incremental Revolving Loans made pursuant to any Incremental RL Commitment Agreement shall be used only for the purpose of consummating one or more Permitted Acquisitions and/or providing for any increased working capital needs as reasonably determined by the U.S. Borrower resulting therefrom, (vi) all Incremental RL Commitments shall constitute part of, and be added to the Tranche constituting the Initial U.S. Borrower Revolving Loan Commitments and (vii) all U.S. Borrower Revolving Loans provided pursuant to an Incremental RL Commitment (and all interest, fees and other amounts payable thereon) shall be Obligations of the U.S. Borrower under this Agreement and the other applicable Credit Documents and shall be secured by the relevant Security AgreementsDocuments, and guaranteed under each relevant the Subsidiaries Guaranty, on a pari passu basis with all other Loans Obligations secured by each such the Security Agreement Documents and guaranteed under each such the Subsidiaries Guaranty. (b) At the time of the provision of Incremental RL Commitments pursuant to this Section 2.16, the U.S. Borrower, the Administrative Agent and each such Lender or other Eligible Transferee which agrees to provide an Incremental RL Commitment (each, an “Incremental RL Lender”) shall execute and deliver to the Administrative Agent an Incremental RL Commitment Agreement substantially in the form of Exhibit N (appropriately completed), with the effectiveness of the Incremental RL Commitment provided therein to occur on the date on which (w) a fully executed copy of the respective Incremental RL Commitment Agreement shall have been delivered to the Administrative Agent, (x) all fees required to be paid in connection therewith at the time of such effectiveness shall have been paid (including, without limitation, any agreed upon up-front or arrangement fees owing to the Administrative Agent), (y) all Incremental Loan Commitment Requirements are satisfied, and (z) all other conditions set forth in this Section 2.16 shall have been satisfied. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Incremental RL Commitment Agreement, and at such time (i) the Total Initial U.S. Borrower Revolving Loan Commitment under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such Incremental RL Commitments, (ii) Schedule 2.01 shall be deemed modified to reflect the revised Initial U.S. Borrower Revolving Loan Commitments of the affected Lenders and (iii) to the extent requested by any Incremental RL Lender, U.S. Borrower Revolving Notes will be issued at the U.S. Borrower’s expense, to such Incremental RL Lender, to be in conformity with the requirements of Section 2.05. (c) At the time of any provision of Incremental RL Commitments pursuant to this Section 2.16, the U.S. Borrower shall, in coordination with the Administrative Agent, repay outstanding Initial U.S. Borrower Revolving Loans of certain of the U.S. Borrower RL Lenders, and incur additional Initial U.S. Borrower Revolving Loans from certain other U.S. Borrower RL Lenders (including the Incremental RL Lenders), in each case to the extent necessary so that all of the U.S. Borrower RL Lenders participate in each outstanding Borrowing of Initial U.S. Borrower Revolving Loans pro rata on the basis of their respective Initial U.S. Borrower Revolving Loan Commitments (after giving effect to any increase in the Total Initial U.S. Borrower Revolving Loan Commitment pursuant to this Section 2.15) and with the U.S. Borrower being obligated to pay to the respective U.S. Borrower RL Lenders any costs of the type referred to in Section 2.11 in connection with any such repayment and/or Borrowing (and in any event including any amounts, as reasonably determined by the respective Lenders, to compensate them for funding any Initial U.S. Borrower Revolving Loans during an existing Interest Period (rather than at the beginning at the respective Interest Period based on rates then applicable thereto)). All determinations by any Lender pursuant to the immediately preceding sentence shall, absent manifest error, be final and conclusive and binding on all parties hereto.