Common use of Incremental Term Facility Clause in Contracts

Incremental Term Facility. (a) Subject to the terms and conditions hereof, the Lenders agree that the Borrowers may, on any Business Day from time to time, deliver a written notice to the Agents requesting to add additional term loans (the "Incremental Term Loans"; and the credit facility for making any Incremental Term Loans is hereinafter referred to as the "Incremental Term Facility") on not more than 3 occasions and in minimum principal amounts of $5,000,000 and integral multiples of $1,000,000 in excess thereof (or such other lower amount as may be agreed by the Agents); provided, that (i) the Administrative Agent shall have received a written request for such Incremental Term Loan not later than 1:00 p.m. (New York City time) on the date which is 10 Business Days prior to the date of the proposed Incremental Term Loan, (ii) all conditions set forth in Section 5.02 shall have been satisfied and the Administrative Borrower shall have delivered to the Collateral Agent a certificate from an Authorized Officer certifying as to matters set forth in Section 5.02(a), (iii) the Administrative Borrower shall have delivered a certificate of the chief financial officer of the Administrative Borrower, demonstrating on a pro forma basis, as of the end of the most recently ended fiscal quarter for which internally prepared financial statements are available and for the 12 calendar months (on a quarter-by-quarter basis) following the proposed date of making the Incremental Term Loans (A) that the Leverage Ratio of the Parent and its Subsidiaries is equal to or less than 0.25 below the then applicable Leverage Ratio level set forth in Section 7.03(a) and (B) compliance with all then applicable covenants set forth in Section 7.03, (iv) the Borrowers shall have delivered or cause to be delivered any legal opinions, resolutions and other customary closing documents and certificates reasonably requested by any Agent in connection with such transaction and (v) any closing fee or other amounts payable to the Agents and the Lenders pursuant to the applicable Incremental Facility Amendment shall have been paid.

Incremental Term Facility. (a) Subject to the terms and conditions hereof, the Lenders agree that the Borrowers may, on The Borrower may at any Business Day time or from time to timetime after the Closing Date (on one or more occasions), deliver a written by notice to the Agents requesting Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to add each of the Lenders), without having to seek consent from the Lenders, request one or more additional tranches of term loans (the "“Incremental Term Loans"; and the credit facility for making any Incremental Term Loans is hereinafter referred to as the "Incremental Term Facility") on not more than 3 occasions and in minimum principal amounts of $5,000,000 and integral multiples of $1,000,000 in excess thereof (or such other lower amount as may be agreed by the Agents”); provided, provided that (i) both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below, no Default or Event of Default shall exist and at the time that any such Incremental Loan is made (and immediately after giving effect thereto) no Default or Event of Default shall exist, and (ii) the Consolidated Senior Secured Debt Ratio, determined on a pro forma basis as of the last day of the most recent Fiscal Quarter for which financial statements are available (but based on Consolidated Senior Secured Debt at the time of and after giving effect to such Incremental Loans and any other transaction in connection therewith) shall not exceed the Required Consolidated Senior Secured Debt Ratio. Each tranche of Incremental Loans shall be in an aggregate principal amount that is not less than $25,000,000 (provided that such amount may be less than $25,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence). Notwithstanding anything to the contrary herein, the aggregate amount of all tranches of Incremental Loans shall not exceed $75,000,000; provided that such amount may be increased by the lesser of $25,000,000 and the aggregate amount of unused Delayed Draw Loan Commitments as of the Delayed Draw Termination Date. The Incremental Loans (A) shall rank pari passu in right of payment and of security with the Initial Loans, (B) shall not mature earlier than the Maturity Date and shall have a weighted average life to maturity (pursuant to such amortization schedules as may be determined by the Borrower and the lenders thereof) that is no shorter than the then-remaining weighted average life to maturity of the Initial Loans (as the aggregate amount thereof may have been reduced and as the scheduled amortization thereof may have been modified as of such date), (C) except as set forth above, shall be treated substantially the same as the Initial Loans (in each case, including with respect to mandatory and voluntary prepayments), and (D) will accrue interest at rates determined by the Borrower and the lenders providing such Incremental Loans, which rates may be higher or lower than the rates applicable to the Initial Loans. Each notice from the Borrower pursuant to this Section shall set forth the requested amount and proposed terms of the Incremental Loans and demonstrate compliance with the conditions set forth in clause (ii) of the proviso above. Incremental Loans may be made by any existing Lender (and each existing Lender will have the right to make a portion of any Incremental Loan) or by any other bank or other financial institution (any such other bank or other financial institution being called an “Additional Lender”), provided that such Additional Lender shall be reasonably acceptable to the Borrower and the Administrative Agent shall have received a written request for consented (such consent not to be unreasonably withheld or delayed) to such Lender’s or Additional Lender’s making such Incremental Term Loans, if such consent would be required under Section 9.6 for an assignment of Loans to such Lender or Additional Lender. Incremental Loans shall become Loans under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, such other Loan not later than 1:00 p.m. (New York City time) Documents as are necessary, executed by the Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. An Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions and intent of this Section and the application of the proceeds thereof. The effectiveness of any Incremental Amendment shall be subject to the satisfaction on the date which is 10 Business Days prior to the date thereof (each, an “Incremental Facility Closing Date”) of each of the proposed Incremental Term Loan, (ii) all conditions set forth in Section 5.02 4.2. No Lender shall have been satisfied and be obligated to provide any Incremental Loans, unless it so agrees. The Borrower may use the Administrative Borrower shall have delivered to the Collateral Agent a certificate from an Authorized Officer certifying as to matters set forth in Section 5.02(a), (iii) the Administrative Borrower shall have delivered a certificate proceeds of the chief financial officer each tranche of the Administrative Borrower, demonstrating on a pro forma basis, as of the end of the most recently ended fiscal quarter Incremental Loans for which internally prepared financial statements are available and for the 12 calendar months (on a quarter-by-quarter basis) following the proposed date of making the Incremental Term Loans (A) that the Leverage Ratio of the Parent and its Subsidiaries is equal to or less than 0.25 below the then applicable Leverage Ratio level set forth in Section 7.03(a) and (B) compliance with all then applicable covenants set forth in Section 7.03, (iv) the Borrowers shall have delivered or cause to be delivered any legal opinions, resolutions and other customary closing documents and certificates reasonably requested purpose not prohibited by any Agent this Agreement unless otherwise agreed in connection with such transaction and (v) any closing fee or other amounts payable to the Agents and the Lenders pursuant to the applicable Incremental Facility Amendment shall have been paidLoans.

Incremental Term Facility. (a) Subject to the terms and conditions hereof, the Lenders agree that the Borrowers may, on any Business Day from time to time, deliver a written notice to the Agents requesting to add additional term loans (the "“Incremental Term Loans"”; and the credit facility for making any Incremental Term Loans is hereinafter referred to as the "“Incremental Term Facility"”) on not more than 3 occasions and in minimum principal amounts of $5,000,000 and integral multiples of $1,000,000 in excess thereof (or such other lower amount as may be agreed by the Agents); provided, that (i) the Administrative Agent shall have received a written request for such Incremental Term Loan not later than 1:00 p.m. (New York City time) on the date which is 10 Business Days prior to the date of the proposed Incremental Term Loan, (ii) all conditions set forth in Section 5.02 shall have been satisfied and the Administrative Borrower shall have delivered to the Collateral Agent a certificate from an Authorized Officer certifying as to matters set forth in Section 5.02(a), (iii) the Administrative Borrower shall have delivered a certificate of the chief financial officer of the Administrative Borrower, demonstrating on a pro forma basis, as of the end of the most recently ended fiscal quarter for which internally prepared financial statements are available and for the 12 calendar months (on a quarter-by-quarter basis) following the proposed date of making the Incremental Term Loans (A) that the Leverage Ratio of the Parent and its Subsidiaries is equal to or less than 0.25 below the then applicable Leverage Ratio level set forth in Section 7.03(a) and (B) compliance with all then applicable covenants set forth in Section 7.03, (iv) the Borrowers shall have delivered or cause to be delivered any legal opinions, resolutions and other customary closing documents and certificates reasonably requested by any Agent in connection with such transaction and (v) any closing fee or other amounts payable to the Agents and the Lenders pursuant to the applicable Incremental Facility Amendment shall have been paid.

Incremental Term Facility. (a) Subject to the terms and conditions hereofset forth herein and so long as no Default or Event of Default has occurred and is continuing, the Lenders agree that Borrower shall have the Borrowers mayright, on any Business Day from time up to time, deliver a written notice two times prior to the Agents requesting Maturity Date, to add incur additional Indebtedness under this Credit Agreement in the form of term loans (the "Incremental Term Loans"; and the credit facility for making any Incremental Term Loans is hereinafter referred to as the "each, an “Incremental Term Facility"” and collectively the “Incremental Term Facilities”). The following terms and conditions shall apply to the Incremental Term Facilities: (i) the loans made under the Incremental Term Facilities (the “Additional Term Loans”) shall constitute Credit Party Obligations and will be secured and guaranteed with the other Credit Party Obligations on not more a pari passu basis, (ii) the interest rate margin and amortization schedule applicable to each Incremental Term Facility shall be determined at the time such Incremental Term Facility is made available, (iii) each Incremental Term Facility shall have a maturity date no sooner than 3 occasions the Maturity Date, (iv) each Incremental Term Facility shall be entitled to the same voting rights as the existing Revolving Loans voting as one class except as to matters solely affecting the Incremental Term Facility and shall be entitled to receive proceeds of prepayments on the same basis as the existing Revolving Loans, but prior to any prepayments of the Revolving Loans with such proceeds, (v) the Incremental Term Facilities shall be obtained from existing Lenders or from other banks, financial institutions or investment funds, in each case in accordance with the terms set forth below, (vi) each Incremental Term Facility shall be in a minimum principal amounts amount of $25,000,000 (and $5,000,000 and integral multiples of $1,000,000 increments in excess thereof thereof), (vii) the aggregate amount of all Incremental Term Facilities and all Incremental Revolving Facilities (if any) shall not exceed $50,000,000 at any time, (viii) the proceeds of any Additional Term Loan will be used for the purposes set forth in Section 3.11, (ix) the Borrower shall execute a promissory note in form and substance satisfactory to the Administrative Agent in favor of any new Lender or such other lower amount as may be agreed by any existing Lender requesting a note, (x) the Agents); provided, that conditions to Extensions of Credit in Section 4.2 shall have been satisfied and (ixi) the Administrative Agent shall have received a written request for from the Borrower (A) resolutions, legal opinions and other corporate authority documents with respect to such Incremental Term Loan not later than 1:00 p.m. (New York City time) Facility requested by the Administrative Agent, substantially the same in form and substance as those delivered on the date which is 10 Business Days prior Closing Date pursuant to the date of the proposed Incremental Term Loan, (ii) all conditions set forth in Section 5.02 shall have been satisfied and the Administrative Borrower shall have delivered to the Collateral Agent a certificate from an Authorized Officer certifying as to matters set forth in Section 5.02(a), (iii) the Administrative Borrower shall have delivered a certificate of the chief financial officer of the Administrative Borrower, demonstrating on a pro forma basis, as of the end of the most recently ended fiscal quarter for which internally prepared financial statements are available and for the 12 calendar months (on a quarter-by-quarter basis) following the proposed date of making the Incremental Term Loans (A) that the Leverage Ratio of the Parent and its Subsidiaries is equal to or less than 0.25 below the then applicable Leverage Ratio level set forth in Section 7.03(a) 4.1 and (B) updated financial projections and an officer’s certificate, in each case in form and substance reasonably satisfactory to the Administrative Agent, demonstrating that, after giving effect to any such Incremental Term Facility on a Pro Forma Basis, the Credit Parties will be in compliance with all then applicable the financial covenants set forth in Section 7.03, (iv) 5.9 and no Default or Event of Default shall exist. Participation in Incremental Term Facilities shall be offered first to each of the Borrowers existing Lenders and each such Lender shall have delivered ten (10) Business Days to respond to such offer, but each such Lender shall have no obligation to provide all or cause to be delivered any legal opinions, resolutions and other customary closing documents and certificates reasonably portion of the Incremental Term Facilities. If the amount of any Incremental Term Facility requested by any Agent in connection the Borrower shall exceed the commitments which the existing Lenders are willing to provide with respect to such transaction Incremental Term Facility, then the Borrower may invite other banks, financial institutions and (v) any closing fee or other amounts payable investment funds reasonably acceptable to the Agents Administrative Agent to join this Credit Agreement as Lenders hereunder for the portion of such Incremental Term Facility not taken by existing Lenders, provided that such other banks, financial institutions and investment funds shall enter into such joinder agreements to give effect thereto as the Lenders pursuant Administrative Agent may reasonably request. The Administrative Agent is authorized to enter into, on behalf of the applicable Lenders, any amendment to this Credit Agreement or any other Credit Document as may be necessary to solely incorporate the terms of any new Incremental Term Facility Amendment shall have been paidtherein.

Incremental Term Facility. (a) Subject to the terms and conditions hereofset forth herein and so long as no Default or Event of Default has occurred and is continuing, the Lenders agree that Company shall have the Borrowers may, on right at any Business Day time and from time to time, deliver a written notice prior to the Agents requesting Maturity Date, to add incur additional Indebtedness under this Credit Agreement in the form of term loans (the "Incremental Term Loans"; and the credit facility for making any Incremental Term Loans is hereinafter referred to as the "each, an “Incremental Term Facility"” and collectively the “Incremental Term Facilities”). The following terms and conditions shall apply to the Incremental Term Facilities: (i) the loans made under the Incremental Term Facilities (the “Additional Term Loans”) shall constitute Credit Party Obligations and will be secured and guaranteed with the other Credit Party Obligations on not more a pari passu basis, (ii) the interest rate margin and amortization schedule applicable to each Incremental Term Facility shall be determined at the time such Incremental Term Facility is made available, (iii) each Incremental Term Facility shall have a maturity date no sooner than 3 occasions the Term Loan Maturity Date, (iv) each Incremental Term Facility shall be entitled to the same voting rights as the existing Term Loan voting as one class except as to matters solely affecting the Incremental Term Facility and shall be entitled to receive proceeds of prepayments on the same basis as the existing Term Loans, (v) the Incremental Term Facilities shall be obtained from existing Lenders or from other banks, financial institutions or investment funds, in each case in accordance with the terms set forth below, (vi) each Incremental Term Facility shall be in a minimum principal amounts amount of $25,000,000 (and $5,000,000 and integral multiples of $1,000,000 increments in excess thereof thereof), (vii) the aggregate amount of all Incremental Term Facilities and all Incremental Revolving Facilities (if any) shall not exceed $250,000,000 at any time, (viii) the proceeds of any Additional Term Loan will be used for the purposes set forth in Section 3.11; provided that such proceeds shall not be used to repay, prepay or otherwise refinance the Secured Bridge Loan Obligations, (ix) the Company shall execute a promissory note in form and substance satisfactory to the Administrative Agent in favor of any new Lender or any existing Lender requesting a note, (x) the conditions to Extensions of Credit in Section 4.2 shall have been satisfied, (xi) the Secured Bridge Loan shall have been repaid in full prior to the effectiveness of any such other lower amount as may be agreed by the Agents); provided, that Incremental Term Facility and (ixii) the Administrative Agent shall have received a written request for from the Company (A) resolutions, legal opinions and other corporate authority documents with respect to such Incremental Term Loan not later than 1:00 p.m. (New York City time) Facility reasonably requested by the Administrative Agent, substantially the same in form and substance as those delivered on the date which is 10 Business Days prior Closing Date pursuant to the date of the proposed Incremental Term Loan, (ii) all conditions set forth in Section 5.02 shall have been satisfied and the Administrative Borrower shall have delivered to the Collateral Agent a certificate from an Authorized Officer certifying as to matters set forth in Section 5.02(a), (iii) the Administrative Borrower shall have delivered a certificate of the chief financial officer of the Administrative Borrower, demonstrating on a pro forma basis, as of the end of the most recently ended fiscal quarter for which internally prepared financial statements are available and for the 12 calendar months (on a quarter-by-quarter basis) following the proposed date of making the Incremental Term Loans (A) that the Leverage Ratio of the Parent and its Subsidiaries is equal to or less than 0.25 below the then applicable Leverage Ratio level set forth in Section 7.03(a) 4.1 and (B) updated financial projections and an officer’s certificate, in each case in form and substance reasonably satisfactory to the Administrative Agent, demonstrating that, after giving effect to any such Incremental Term Facility on a Pro Forma Basis, the Credit Parties will be in compliance with all then applicable the financial covenants set forth in Section 7.035.9 and no Default or Event of Default shall exist. Participation in Incremental Term Facilities shall be offered first to each of the existing Lenders, (iv) the Borrowers but each such Lender shall have delivered no obligation to provide all or cause to be delivered any legal opinions, resolutions and other customary closing documents and certificates reasonably portion of the Incremental Term Facilities. If the amount of any Incremental Term Facility requested by any Agent in connection the Company shall exceed the commitments which the existing Lenders are willing to provide with respect to such transaction Incremental Term Facility, then the Company may invite other banks, financial institutions and (v) any closing fee or other amounts payable investment funds reasonably acceptable to the Agents Administrative Agent to join this Credit Agreement as Lenders hereunder for the portion of such Incremental Term Facility not taken by existing Lenders, provided that such other banks, financial institutions and investment funds shall enter into such joinder agreements to give effect thereto as the Lenders pursuant Administrative Agent may reasonably request. The Administrative Agent is authorized to enter into, on behalf of the applicable Lenders, any amendment to this Credit Agreement or any other Credit Document as may be necessary to solely incorporate the terms of any new Incremental Term Facility Amendment shall have been paidtherein.

Incremental Term Facility. (a) Subject to the terms and conditions hereofset forth herein and so long as no Default or Event of Default has occurred and is continuing, the Lenders agree that Company shall have the Borrowers may, on right at any Business Day time and from time to time, deliver a written notice prior to the Agents requesting Maturity Date, to add incur additional Indebtedness under this Credit Agreement in the form of term loans (the "Incremental Term Loans"; and the credit facility for making any Incremental Term Loans is hereinafter referred to as the "each, an “Incremental Term Facility"” and collectively the “Incremental Term Facilities”). The following terms and conditions shall apply to the Incremental Term Facilities: (i) the loans made under the Incremental Term Facilities (the “Additional Term Loans”) shall constitute Credit Party Obligations and will be secured and guaranteed with the other Credit Party Obligations on not more a pari passu basis, (ii) the interest rate margin and amortization schedule applicable to each Incremental Term Facility shall be determined at the time such Incremental Term Facility is made available, (iii) each Incremental Term Facility shall have a maturity date no sooner than 3 occasions the Term Loan Maturity Date, (iv) each Incremental Term Facility shall have a weighted average life to maturity equal to or greater than the weighted average life to maturity of the Initial Term Loan, (v) each Incremental Term Facility shall be entitled to the same voting rights as the existing Term Loan voting as one class except as to matters solely affecting the Incremental Term Facility and shall be entitled to receive proceeds of prepayments on the same basis as the existing Initial Term Loan, (vi) the Incremental Term Facilities shall be obtained from existing Lenders or from other banks, financial institutions or investment funds, in each case in accordance with the terms set forth below, (vii) each Incremental Term Facility shall be in a minimum principal amounts amount of $25,000,000 (and $5,000,000 and integral multiples of $1,000,000 increments in excess thereof thereof), (viii) the proceeds of any Additional Term Loan will be used for the purposes set forth in Section 3.11, (ix) the Company shall execute a promissory note in form and substance satisfactory to the Administrative Agent in favor of any new Lender or such other lower amount as may any existing Lender requesting a note, (x) the conditions to Extensions of Credit in Section 4.2 shall have been satisfied, (xi) after giving effect to the borrowing of the Incremental Term Facility on a Pro Forma Basis, the Credit Parties shall be agreed by in compliance with the Agents); provided, that Incurrence Test and (ixii) the Administrative Agent shall have received a written request for from the Company (A) resolutions, legal opinions and other corporate authority documents with respect to such Incremental Term Loan not later than 1:00 p.m. (New York City time) Facility reasonably requested by the Administrative Agent, substantially the same in form and substance as those delivered on the date which is 10 Business Days prior Effective Date pursuant to the date of the proposed Incremental Term Loan, (ii) all conditions set forth in Section 5.02 shall have been satisfied and the Administrative Borrower shall have delivered to the Collateral Agent a certificate from an Authorized Officer certifying as to matters set forth in Section 5.02(a), (iii) the Administrative Borrower shall have delivered a certificate of the chief financial officer of the Administrative Borrower, demonstrating on a pro forma basis, as of the end of the most recently ended fiscal quarter for which internally prepared financial statements are available and for the 12 calendar months (on a quarter-by-quarter basis) following the proposed date of making the Incremental Term Loans (A) that the Leverage Ratio of the Parent and its Subsidiaries is equal to or less than 0.25 below the then applicable Leverage Ratio level set forth in Section 7.03(a) 4.1 and (B) updated financial projections and an officer’s certificate, in each case in form and substance reasonably satisfactory to the Administrative Agent, demonstrating that, after giving effect to any such Incremental Term Facility on a Pro Forma Basis, (i) the Credit Parties shall be in compliance with all then applicable covenants set forth the Incurrence Test and (ii) no Default or Event of Default shall exist. Participation in Section 7.03Incremental Term Facilities shall be offered first to each of the existing Lenders, (iv) the Borrowers but each such Lender shall have delivered no obligation to provide all or cause to be delivered any legal opinions, resolutions and other customary closing documents and certificates reasonably portion of the Incremental Term Facilities. If the amount of any Incremental Term Facility requested by any Agent in connection the Company shall exceed the commitments which the existing Lenders are willing to provide with respect to such transaction Incremental Term Facility, then the Company may invite other banks, financial institutions and (v) any closing fee or other amounts payable investment funds reasonably acceptable to the Agents Administrative Agent to join this Credit Agreement as Lenders hereunder for the portion of such Incremental Term Facility not taken by existing Lenders, provided that such other banks, financial institutions and investment funds shall enter into such joinder agreements to give effect thereto as the Lenders pursuant Administrative Agent may reasonably request. The Administrative Agent is authorized to enter into, on behalf of the applicable Lenders, any amendment to this Credit Agreement or any other Credit Document as may be necessary to solely incorporate the terms of any new Incremental Term Facility Amendment shall have been paidtherein.

Incremental Term Facility. (a) Subject to the terms and conditions hereof, the Lenders agree that the Borrowers may, on any Business Day from time to time, deliver a written notice to the Agents requesting to add additional term loans (the "If an Incremental Term Loans"; and the credit facility for making any Incremental Term Loans Facility is hereinafter referred to as the "Incremental Term Facility") on not more than 3 occasions and in minimum principal amounts of $5,000,000 and integral multiples of $1,000,000 in excess thereof (or such other lower amount as may be agreed by the Agents); providedrequested, that (i) the Administrative Agent shall have received a written request for such Incremental Term Loan not later than 1:00 p.m. (New York City time) on the date which is 10 Business Days prior to the date of the proposed Incremental Term Loan, (ii) all conditions set forth in in(f) Section 5.02 2.22(b)(i) shall have been satisfied and the Administrative Borrower shall have delivered to the Collateral Agent satisfied. Revolving Facility Increase. If a certificate from an Authorized Officer certifying as to matters Revolving Facility Increase is requested, all conditions(g) set forth in Section 5.02(a2.22(b)(ii) shall have been satisfied. Notice of Borrowing. A Notice of Borrowing in the form of Exhibit 1.1(d) shall have(h) been delivered. Each request for an Extension of Credit after the Closing Date and each acceptance by the Borrower of any such Extension of Credit shall be deemed to constitute representations and warranties by the Credit Parties as of the date of such Extension of Credit that the conditions set forth above in paragraphs (a) through (g), as applicable, have been satisfied. ARTICLE V AFFIRMATIVE COVENANTS Each of the Credit Parties hereby covenants and agrees that on the Closing Date, and thereafter (iiia) for so long as this Agreement is in effect, (b) until the Commitments have terminated, and (c) the Credit Party Obligations and all other amounts owing to the Administrative Borrower Agent or any Lender hereunder are paid in full in cash, such Credit Party shall, and shall have delivered a certificate cause each of their Restricted Subsidiaries, to: Financial Statements.Section 5.1 Furnish to the Administrative Agent (for distribution to the Lenders): Annual Financial Statements. As soon as available and in any event no later than ninety (90) days(a) after the end of each fiscal year of the chief financial officer Borrower (beginning with fiscal year 2019), a copy of the Administrative Borrower, demonstrating on a pro forma basis, Consolidated balance sheet of the Borrower and its Subsidiaries as of the end of such fiscal year and the most recently ended fiscal quarter for which internally prepared financial related Consolidated statements are available of income and for the 12 calendar months (on a quarter-by-quarter basis) following the proposed date retained earnings and of making the Incremental Term Loans (A) that the Leverage Ratio cash flows of the Parent Borrower and its Subsidiaries for such year, which shall be audited by a firm of independent certified public accountants of nationally recognized standing reasonably acceptable to the Administrative Agent (and the Administrative Agent hereby acknowledges that Deloitte LLP is equal acceptable to or less than 0.25 below the then applicable Leverage Ratio level set it), in each case setting forth in Section 7.03(a) and each case in comparative form the figures for the previous year, reported on without a “going concern” or like qualification or exception, or qualification indicating that the scope of the audit was inadequate to permit such independent certified public accountants to certify such financial statements without such qualification (B) compliance with all then applicable covenants set forth in Section 7.03, but may contain a “going concern” or like qualification that is due to (ivi) the Borrowers shall have delivered impending maturity of any Indebtedness within 12 months of the date of delivery thereof, or cause to be delivered any legal opinions, resolutions and other customary closing documents and certificates reasonably requested by any Agent in connection with such transaction and (vii) any closing fee or other amounts payable anticipated inability to satisfy a financial maintenance covenant (including the Agents and the Lenders pursuant to the applicable Incremental Facility Amendment shall have been paid.Financial Covenant)); Quarterly

Incremental Term Facility. (a) Subject to the terms and conditions hereofset forth herein, the Lenders agree that Company shall have the Borrowers mayright, on at any Business Day time and from time to time, deliver a written notice time (but not to exceed two (2) increases in the aggregate) prior to the Agents requesting Term Loan Maturity Date, to add incur additional Indebtedness under this Credit Agreement in the form of an increase to the Term Loan Committed Amount or an additional tranche or tranches of term loans loan (the "Incremental Term Loans"; and the credit facility for making any Incremental Term Loans is hereinafter referred to as the "each an “Incremental Term Facility"”) an aggregate amount of up to $50,000,000. The following terms and conditions shall apply to each Incremental Term Facility: (a) the loans made under any such Incremental Term Facility (each an “Additional Term Loan”) shall constitute Credit Party Obligations and will be secured and guaranteed with the other Credit Party Obligations on not more a pari passu basis, (b) any such Incremental Term Facility shall have a maturity date no sooner than 3 occasions the Term Loan Maturity Date and a weighted average life to maturity no shorter than the weighted average life to maturity of the Term Loan at the time of the Incremental Term Loan Facility advance, (c) any such Incremental Term Facility shall be entitled to the same voting rights as the existing Term Loan and shall be entitled to receive proceeds of prepayments on the same basis as the existing Term Loans, (d) any such Incremental Term Facility shall be obtained from existing Lenders or from other banks, financial institutions or investment funds, in each case in accordance with the terms set forth below, (e) any such Incremental Term Facility shall be in a minimum principal amounts amount of $5,000,000 25,000,000 and integral multiples of $1,000,000 in excess thereof thereof, (or such other lower amount as may f) the proceeds of any Additional Term Loan will be agreed by used for the Agents); providedpurposes set forth in Section 3.11, that (g) the Company shall execute a Term Note in favor of any new Lender requesting a Term Note, (h) the conditions to Extensions of Credit in Section 4.2 shall have been satisfied and (i) the Administrative Agent shall have received a written request for from the Company updated financial projections and an officer’s certificate, in each case in form and substance reasonably satisfactory to the Administrative Agent, demonstrating that, after giving effect to any such Incremental Term Loan not later than 1:00 p.m. (New York City time) on the date which is 10 Business Days prior to the date of the proposed Incremental Term Loan, (ii) all conditions set forth in Section 5.02 shall have been satisfied and the Administrative Borrower shall have delivered to the Collateral Agent a certificate from an Authorized Officer certifying as to matters set forth in Section 5.02(a), (iii) the Administrative Borrower shall have delivered a certificate of the chief financial officer of the Administrative Borrower, demonstrating Facility on a pro forma basisPro Forma Basis, as of the end of the most recently ended fiscal quarter for which internally prepared financial statements are available and for the 12 calendar months (on a quarter-by-quarter basis) following the proposed date of making the Incremental Term Loans (A) that the Leverage Ratio of the Parent and its Subsidiaries is equal to or less than 0.25 below the then applicable Leverage Ratio level set forth Company will be in Section 7.03(a) and (B) compliance with all then applicable the financial covenants set forth in Section 7.035.9 and no Default or Event of Default shall exist. Participation in the Incremental Term Facility may be offered to each of the existing Lenders, (iv) the Borrowers but each such Lender shall have delivered no obligation to provide all or cause to be delivered any legal opinionsportion of the Incremental Term Facility. The Company may invite other banks, resolutions financial institutions and other customary closing documents and certificates investment funds reasonably requested by any Agent in connection with such transaction and (v) any closing fee or other amounts payable acceptable to the Agents Administrative Agent to join this Credit Agreement as Lenders hereunder, provided that such other banks, financial institutions and investment funds shall enter into such joinder agreements to give effect thereto as the Lenders pursuant Administrative Agent may reasonably request. The Administrative Agent is authorized to enter into, on behalf of the applicable Lenders, any amendment to this Credit Agreement or any other Credit Document as may be necessary to incorporate the terms of any new Incremental Term Facility Amendment shall have been paidtherein.

Incremental Term Facility. (a) Subject to the terms and conditions hereofset forth herein and so long as no Default or Event of Default has occurred and is continuing, the Lenders agree that Company shall have the Borrowers may, on right at any Business Day time and from time to time, deliver a written notice prior to the Agents requesting Maturity Date, to add incur additional Indebtedness under this Credit Agreement in the form of term loans (the "Incremental Term Loans"; and the credit facility for making any Incremental Term Loans is hereinafter referred to as the "each, an “Incremental Term Facility"” and collectively the “Incremental Term Facilities”). The following terms and conditions shall apply to the Incremental Term Facilities: (i) the loans made under the Incremental Term Facilities (the “Additional Term Loans”) shall constitute Credit Party Obligations and will be secured and guaranteed with the other Credit Party Obligations on not more a pari passu basis, (ii) the interest rate margin and amortization schedule applicable to each Incremental Term Facility shall be determined at the time such Incremental Term Facility is made available, (iii) each Incremental Term Facility shall have a maturity date no sooner than 3 occasions the Term Loan Maturity Date, (iv) each Incremental Term Facility shall have a weighted average life to maturity equal to or greater than the weighted average life to maturity of the Initial Term Loan, (v) each Incremental Term Facility shall be entitled to the same voting rights as the existing Term Loan voting as one class except as to matters solely affecting the Incremental Term Facility and shall be entitled to receive proceeds of prepayments on the same basis as the existing Initial Term Loan, (vi) the Incremental Term Facilities shall be obtained from existing Lenders or from other banks, financial institutions or investment funds, in each case in accordance with the terms set forth below, (vii) each Incremental Term Facility shall be in a minimum principal amounts amount of $25,000,000 (and $5,000,000 and integral multiples of $1,000,000 increments in excess thereof thereof), (viii) the proceeds of any Additional Term Loan will be used for the purposes set forth in Section 3.11, (ix) the Company shall execute a promissory note substantially in form and substance satisfactory to the Administrative Agentthe form of Schedule 2.6 in favor of any new Lender or such other lower amount as may any existing Lender requesting a note, (x) the conditions to Extensions of Credit in Section 4.2 shall have been satisfied, (xi) after giving effect to the borrowing of the Incremental Term Facility on a Pro Forma Basis, the Credit Parties shall be agreed by in compliance with the Agents); provided, that Incurrence Test and the Senior Secured Incurrence Test and (ixii) the Administrative Agent shall have received a written request for from the Company (A) resolutions, legal opinions and other corporate authority documents with respect to such Incremental Term Loan not later than 1:00 p.m. (New York City time) Facility reasonably requested by the Administrative Agent or the Required Lenders, substantially the same in form and substance as those delivered on the date which is 10 Business Days prior Effective Date pursuant to the date of the proposed Incremental Term Loan, (ii) all conditions set forth in Section 5.02 shall have been satisfied and the Administrative Borrower shall have delivered to the Collateral Agent a certificate from an Authorized Officer certifying as to matters set forth in Section 5.02(a), (iii) the Administrative Borrower shall have delivered a certificate of the chief financial officer of the Administrative Borrower, demonstrating on a pro forma basis, as of the end of the most recently ended fiscal quarter for which internally prepared financial statements are available and for the 12 calendar months (on a quarter-by-quarter basis) following the proposed date of making the Incremental Term Loans (A) that the Leverage Ratio of the Parent and its Subsidiaries is equal to or less than 0.25 below the then applicable Leverage Ratio level set forth in Section 7.03(a) 4.1 and (B) updated financial projections and an officer’s certificate, in each case in form and substance reasonably satisfactory to the Administrative AgentRequired Lenders, demonstrating that, after giving effect to any such Incremental Term Facility on a Pro Forma Basis, (i) the Credit Parties shall be in compliance with the Incurrence Test and (ii) no Default or Event of Default shall exist. Participation in Incremental Term Facilities shall be offered first to each of the existing Lenders, but each such Lender shall have no obligation to provide all or any portion of the Incremental Term Facilities. If the amount of any Incremental Term Facility requested by the Company shall exceed the commitments which the existing Lenders are willing to provide with respect to such Incremental Term Facility, then applicable covenants set forth the Company may invite other banks, financial institutions and investment funds reasonably acceptable to the Administrative AgentRequired Lenders to join this Credit Agreement as Lenders hereunder for the portion of such Incremental Term Facility not taken by existing Lenders, provided that such other banks, financial institutions and investment funds shall enter into such joinder agreements to give effect thereto as the Administrative Agent may reasonably request. The Administrative Agent is authorized to enter into, on behalf of the Lenders,Notwithstanding anything to the contrary in Section 7.039.1, (iv) the Borrowers shall have delivered or cause to be delivered any legal opinions, resolutions and other customary closing documents and certificates reasonably requested by any Agent in connection with such transaction and (v) any closing fee or other amounts payable to the Agents Required Lenders and the Lenders pursuant Company may enter into any amendment to this Credit Agreement or any other Credit Document as may be necessary to solely incorporate the applicable terms of any new Incremental Term Facility Amendment shall have been paidtherein.