Common use of Incremental Term Facility Clause in Contracts

Incremental Term Facility. (a) Subject to the terms and conditions set forth herein, each Incremental Term Lender agrees, severally and not jointly, to make, on the Incremental Effective Date, an Incremental Term Loan in a principal amount equal to the Incremental Term Commitment of such Incremental Term Lender. No Incremental Term Lender shall be responsible for any other Incremental Term Lender’s failure to fund Incremental Term Loans. (b) Except as otherwise expressly provided herein, the terms and conditions of the Incremental Term Loans made hereunder shall be identical to the terms and conditions (including the Applicable Rate) applicable to the Tranche B Term Loans outstanding under the Credit Agreement immediately prior to the date hereof. In furtherance of the foregoing, effective as of the Incremental Effective Date, the first sentence of Section 2.11(a) of the Credit Agreement is hereby amended and restated in its entirety to read as follows: “Subject to Section 2.11(c), the Company shall repay Tranche B Term Borrowings on March 31, June 30, September 30 and December 31 of each year, commencing with March 31, 2014, and ending with the last such day to occur prior to the Tranche B Term Loan Maturity Date, in an aggregate principal amount for each such date equal to US$8,141,026, subject to adjustment as provided in Section 2.14.” (c) Subject to the terms and conditions set forth herein, pursuant to Section 2.24 of the Credit Agreement, and effective as of the Incremental Effective Date, for all purposes of the Credit Documents, (i) the Incremental Term Commitments shall be “Commitments” and “Incremental Term Loan Commitments” under the Credit Agreement, (ii) the Incremental Term Loans made pursuant to the Incremental Term Commitments shall be “Incremental Term Loans”, “Term Loans” and “Tranche B Term Loans” under the Credit Agreement and shall constitute Loans of the same Class as the Tranche B Term Loans outstanding under the Credit Agreement immediately prior to the making of the Incremental Term Loans, (iii) Borrowings of the Incremental Term Loans shall constitute “Term Borrowings” and “Tranche B Term Borrowings” under the Credit Agreement, including for purposes of Installments due in respect of Tranche B Term Borrowings under Section 2.11(a) of the Credit Agreement and for purposes of mandatory prepayments due in respect of Tranche B Term Borrowings under Section 2.13 of the Credit Agreement, and (iv) each Incremental Term Lender shall be a “Lender” and a “Term Lender” under the Credit Agreement and shall have all the rights and obligations of, and benefits accruing to, a Lender and a Term Lender under the Credit Agreement and shall be bound by all agreements, acknowledgements and other obligations of Lenders and Term Lenders. (d) It is the intent of the parties hereto that all Incremental Term Loans made hereunder be included in each Borrowing of the Tranche B Term Loans outstanding under the Credit Agreement immediately prior to the Incremental Effective Date on a pro rata basis. Each Incremental Term Loan shall be funded as a Eurodollar Rate Loan on the Incremental Effective Date, and until the end of the Interest Period applicable to the Tranche B Term Loans outstanding under the Credit Agreement immediately prior to the Incremental Effective Date (the “Outstanding Tranche B Term Loans”) (such Interest Period, the “Initial Interest Period”), (i) the Incremental Term Loans shall bear interest from and including the Incremental Effective Date to but excluding the last day of the Initial Interest Period at a rate per annum equal to the Adjusted Eurodollar Rate applicable to the Initial Interest Period with respect to the Outstanding Tranche B Term Loans plus the Applicable Rate for Tranche B Term Loans that are Eurodollar Rate Loans, which rate shall be deemed, for purposes of Section 2.7(a) of the Credit Agreement, to be the rate applicable to the Incremental Term Loans under Section 2.7(a) of the Credit Agreement for the Initial Interest Period, (ii) the initial Interest Period for the Incremental Term Loans shall be deemed to be the remaining term of the Initial Interest Period, and (iii) subject to Section 2.7(d)(ii) and Section 2.9, accrued interest on the Incremental Term Loans shall be payable in arrears on the Interest Payment Date applicable to the Outstanding Tranche B Term Loans for the Initial Interest Period; provided, that notwithstanding clauses (i), (ii) and (iii) above, any conversion or continuation of the Tranche B Term Loans (including the Incremental Term Loans), and the election of any Interest Period therefor, occurring during the Initial Interest Period shall be allocated ratably among the Lenders holding all Tranche B Term Loans (including the Incremental Term Loans). (e) The Administrative Agent hereby consents to this Agreement and confirms that each Incremental Term Lender not already a Lender under the Credit Agreement immediately prior to the effectiveness of this Agreement is acceptable to the Administrative Agent. (f) Each Incremental Term Lender, by delivering its signature page to this Agreement on the Incremental Effective Date, shall be deemed to have acknowledged receipt of, and consented to and approved, each Credit Document and each other document required to be delivered to, or to be approved by or satisfactory to, the Administrative Agent or any Class of Lenders on the Incremental Effective Date. Each Incremental Lender acknowledges and agrees that it shall be subject to and bound by the terms of each Credit Document, and shall perform all of the obligations of a “Lender” thereunder.

Incremental Term Facility. ​ (a) Subject At any time after the Closing Date and prior to the terms and conditions set forth hereinfour year anniversary of the ​ Closing Date, Borrower may request that the Lenders or Additional Lenders (as defined below) on one or more occasions establish one or more incremental term loan facilities under this Agreement in an aggregate principal amount not to exceed $30,000,000 (each such facility, an “Incremental Term Facility”). No Lender agrees, severally and not jointly, shall be obligated to make, on the Incremental Effective Date, participate in an Incremental Term Loan Facility. Any Incremental Term Facility shall be in a principal an amount equal of at least $10,000,000 and integral multiples of $1,000,000 in excess thereof. ​ (b) Each of the following shall be conditions precedent to the effectiveness of any Incremental Term Commitment Facility: (i) Borrower shall have delivered an irrevocable written request to the Administrative Agent for such Incremental Term Facility at least ten (10) Business Days prior to the requested effective date of such Incremental Term Lender. No Facility (or such shorter period as agreed to by the Administrative Agent), and promptly after receipt thereof, the Administrative Agent shall invite each Lender to provide the Incremental Term Facility ratably in accordance with its Term Percentage of each requested Incremental Term Facility (it being agreed that no Lender shall be responsible for any other obligated to provide an Incremental Term Lender’s failure Facility and that any Lender may elect to fund participate in such Incremental Term Loans.Facility in an amount that is less than its Term Percentage of such requested Incremental Term Facility or more than its Term Percentage of such requested Incremental Term Facility if other Lenders have elected not to participate in any applicable requested Incremental Term Facility in accordance with their Term Percentages) and to the extent five (5) Business Days after receipt of invitation, sufficient Lenders do not agree to provide the Incremental Term Facility on terms acceptable to Borrower, then Borrower may invite any prospective lender that satisfies the criteria of being an “Eligible Assignee” to become a Lender in connection with the proposed Incremental Term Facility (each such person an “Additional Lender”); ​ (bii) Except each Lender or Additional Lender agreeing to participate in any such Incremental Term Facility, Borrower and the Administrative Agent have signed an Incremental Joinder (any Incremental Joinder may, with the consent of the Administrative Agent (not to be unreasonably withheld, conditioned or delayed), Borrower and the Lenders agreeing to such Incremental Term Facility, effect such amendments to this Agreement and the other Loan Documents as otherwise expressly provided herein, may be necessary or appropriate to effectuate the terms provisions of this Section 2.27) and conditions Borrower shall have executed any Notes requested by any Lender or Additional Lender in connection with the incurrence of the Incremental Term Loans made hereunder shall be identical Facility. Notwithstanding anything to the terms contrary in this Agreement or in any other Loan Document, an Incremental Joinder reasonably satisfactory to the Administrative Agent, and the amendments to this ​ Agreement effected thereby, shall not require the consent of any Lender other than the Lender(s) or Additional Lender(s) agreeing to fund such Incremental Term Facility; ​ (iii) after giving pro forma effect to such Incremental Term Facility and the use of proceeds thereof, (A) each of the conditions precedent in Section 5.2(a) are satisfied and (B) no Default or Event of Default shall have occurred and be continuing at the time of the funding of such Incremental Term Facility; ​ (iv) after giving pro forma effect to such Incremental Term Facility and the use of proceeds thereof (including pro forma effect to any applicable Permitted Acquisition), the Applicable Rate) applicable Consolidated Senior Leverage Ratio (calculated without giving any netting effect to the Tranche B Term Loans outstanding under the Credit Agreement immediately prior to the date hereof. In furtherance of the foregoing, effective as cash proceeds of the Incremental Effective Date, Term Facility) shall not be greater than the first sentence lesser of 3.50:1.00 and the applicable covenant level set forth in Section 2.11(a) 7.1 for the period ending on the last day of the Credit Agreement is hereby amended and restated most recent fiscal quarter for which financial statements of Borrower referred to in its entirety Section 6.1(b) are required to read as follows: “Subject to Section 2.11(c), the Company shall repay Tranche B Term Borrowings on March 31, June 30, September 30 and December 31 of each year, commencing with March 31, 2014be delivered, and ending (C) Qualified Availability shall be at least $3,500,000, and Borrower shall have delivered to the Administrative Agent a certificate in form and substance reasonably satisfactory to the Administrative Agent evidencing compliance with the last such day requirements of this clause (iv) and clause (iii) above, ​ (v) any Incremental Term Loan Facility may provide for the ability to occur prior to participate (A) on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) in any voluntary prepayments of the Tranche B Term Loans and (B) on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) in any mandatory prepayments of the Term Loans, and, in any case, (X) the Incremental Term Facility shall have a final maturity date that is the Term Loan Maturity Date, in an aggregate and (Y) the Incremental Term Loan shall amortize at a quarterly rate of 0.25% of the initial principal amount for each such date equal to US$8,141,026, thereof (subject to adjustment as provided herein for the Term Loans), commencing with the first full fiscal quarter after the funding thereof; ​ (vi) any Incremental Term Loan shall rank pari passu or junior in Section 2.14.”right of security in respect of the Collateral and the collateral pledged pursuant to each Limited Recourse Pledge Agreement; ​ (vii) no Incremental Term Facility will be guaranteed by any Person other than a Guarantor or a Limited Recourse Pledgor hereunder and shall not be secured by any property or assets other than the Collateral or collateral pledged pursuant to each Limited Recourse Pledge Agreement; ​ (viii) the all-in yield (based on the interest rate and original issue discount and upfront fees, if any, but excluding other amounts, including arrangement, commitment, structuring and underwriting fees) applicable to any Incremental Term Loan shall not be more than 0.50% per annum higher than the corresponding all-in yield with respect to the then-existing Term Loans (measured based on the all-in yield with respect to the Term Loans made on the Closing Date) unless the Applicable Margin with respect to the then-existing Term Loans is increased by an amount equal to the difference between the all-in yield with respect to such Incremental Term Facility and the all-in yield applicable to the then-existing Term Loans minus 0.50%; and ​ (ix) Borrower shall have paid all fees and expenses owing to the Administrative Agent, the Lenders or Additional Lenders in connection with the exercise of the applicable Incremental Term Facility. ​ ​ (c) Subject Upon the effectiveness of any Incremental Term Facility, all references in this Agreement and any other Loan Document to the terms and conditions set forth herein, pursuant to Section 2.24 of the Credit Agreement, and effective as of the Incremental Effective Date, for all purposes of the Credit Documents, (i) the Incremental Term Commitments shall be “Commitments” and “Incremental Term Loan Commitments” under the Credit Agreement, (ii) the Incremental Term Loans made pursuant to the Incremental Term Commitments shall be “Incremental Term Loans”, “Term Loans” and “Tranche B Term Loans” under the Credit Agreement and shall constitute Loans of the same Class as the Tranche B Term Loans outstanding under the Credit Agreement immediately prior to the making of the Incremental Term Loans, (iii) Borrowings of Loans, and/or Lenders shall be deemed, unless the context otherwise requires, to include the term loans incurred pursuant to such Incremental Term Loans shall constitute “Term Borrowings” Facility and “Tranche B Term Borrowings” under the Credit Agreement, including for purposes of Installments due in respect of Tranche B Term Borrowings under Section 2.11(a) of the Credit Agreement and for purposes of mandatory prepayments due in respect of Tranche B Term Borrowings under Section 2.13 of the Credit Agreement, and (iv) each Incremental Term Lender shall be a “Lender” and a “Term Lender” under the Credit Agreement and shall have all the rights and obligations of, and benefits accruing to, a Lender and a Term Lender under the Credit Agreement and shall be bound by all agreements, acknowledgements and other obligations of Lenders and Term Lenders.lenders thereunder. ​ (d) It is the intent of the parties hereto that all The Incremental Term Loans made hereunder be included in each Borrowing of the Tranche B Term Loans outstanding under the Credit Agreement immediately prior Facilities established pursuant to the Incremental Effective Date on a pro rata basis. Each Incremental Term Loan this Section 2.27 shall be funded as a Eurodollar Rate Loan on entitled to all the Incremental Effective Date, and until the end of the Interest Period applicable to the Tranche B Term Loans outstanding under the Credit Agreement immediately prior to the Incremental Effective Date (the “Outstanding Tranche B Term Loans”) (such Interest Period, the “Initial Interest Period”), (i) the Incremental Term Loans shall bear interest from and including the Incremental Effective Date to but excluding the last day of the Initial Interest Period at a rate per annum equal to the Adjusted Eurodollar Rate applicable to the Initial Interest Period with respect to the Outstanding Tranche B Term Loans plus the Applicable Rate for Tranche B Term Loans that are Eurodollar Rate Loans, which rate shall be deemed, for purposes of Section 2.7(a) of the Credit Agreement, to be the rate applicable to the Incremental Term Loans under Section 2.7(a) of the Credit Agreement for the Initial Interest Period, (ii) the initial Interest Period for the Incremental Term Loans shall be deemed to be the remaining term of the Initial Interest Period, and (iii) subject to Section 2.7(d)(ii) and Section 2.9, accrued interest on the Incremental Term Loans shall be payable in arrears on the Interest Payment Date applicable to the Outstanding Tranche B Term Loans for the Initial Interest Period; provided, that notwithstanding clauses (i), (ii) and (iii) above, any conversion or continuation of the Tranche B Term Loans (including the Incremental Term Loans), and the election of any Interest Period therefor, occurring during the Initial Interest Period shall be allocated ratably among the Lenders holding all Tranche B Term Loans (including the Incremental Term Loans). (e) The Administrative Agent hereby consents to benefits afforded by this Agreement and confirms that each the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from any guarantees and the security interests created by the Loan Documents, other than in the case of an Incremental Term Lender not already Facility that is secured on a Lender junior basis in respect of the Collateral. The Loan Parties shall take any actions reasonably required by Administrative Agent to ensure and demonstrate that the Liens and security interests granted by the Loan Documents continue to be perfected under the Credit Agreement immediately prior UCC or otherwise after giving effect to the effectiveness establishment of this Agreement is acceptable to any such Incremental Term Facility, which actions may include re-granting Liens and entering into supplements, amendments, restatements or replacements of the Security Documents and Limited Recourse Pledge Agreements and executing and delivering all documents, instruments and legal opinions in connection therewith reasonably requested by the Administrative Agent. (fe) Each Any documentation with respect to any Incremental Term Lender, by delivering its signature page Facility which differ from those with respect to this Agreement the Term Loans made on the Incremental Effective Date, Closing Date (except to the extent permitted hereunder) shall be deemed to have acknowledged receipt of, reflect market terms and consented to conditions at the time of issuance thereof as determined by Borrower and approved, each Credit Document and each other document required to be delivered to, or to be approved by or satisfactory to, the Administrative Agent or any Class of Lenders otherwise be reasonably acceptable to the Administrative Agent (it being understood that terms differing from those with respect to the Term Loans made on the Incremental Effective Date. Each Incremental Lender acknowledges and agrees that it shall be subject to and bound by Closing Date are acceptable if (1) the terms Lenders under the Term Loan Facility also receive the benefits of each Credit Document, and shall perform all of term or (2) are applicable only after the obligations of a “Lender” thereunder.Term Loan Maturity Date). ​

Incremental Term Facility. (a) The Borrower confirms and agrees that (i) it has requested Incremental Term Loans in the aggregate principal amount of $365,000,000 from the Incremental Term Lenders pursuant to and on the terms set forth in Section 2.22 of the Existing Credit Agreement, effective on the First Amendment Effective Date and (ii) on the First Amendment Effective Date, the Borrower will borrow the full amount of the Incremental Term Loans from the Incremental Term Lenders. (b) Subject to the terms and conditions set forth herein, each Incremental Term Lender agrees, severally and not jointly, to make, on the Incremental First Amendment Effective Date, an Incremental Term Loan in a principal amount equal to the Incremental Term Commitment of such Incremental Term Lender. No Incremental Term Lender shall be responsible for any other Incremental Term Lender’s failure to fund Incremental Term Loans. (bc) Except Effective on and at all times after the First Amendment Effective Date, the Incremental Term Loans will constitute an increase to the tranche of Initial Term Loans existing immediately prior to the First Amendment Effective Date (the “Existing Term Loans”), will constitute Initial Term Loans, and, together with all Existing Term Loans outstanding prior to the First Amendment Effective Date, will be construed as otherwise expressly provided herein, a single fungible Class and tranche of Initial Term Loans and the terms and conditions provisions of the Incremental Term Loans made hereunder shall be identical to the terms and conditions (including the Applicable Rate) applicable to the Tranche B Term Loans outstanding under the Credit Agreement immediately prior to the date hereof. In furtherance provisions of the foregoing, effective as of the Incremental Effective Date, the first sentence of Section 2.11(a) of the Credit Agreement is hereby amended and restated in its entirety to read as follows: “Subject to Section 2.11(c), the Company shall repay Tranche B Term Borrowings on March 31, June 30, September 30 and December 31 of each year, commencing with March 31, 2014, and ending with the last such day to occur prior to the Tranche B Term Loan Maturity Date, in an aggregate principal amount for each such date equal to US$8,141,026, subject to adjustment as provided in Section 2.14.” (c) Subject to the terms and conditions set forth herein, pursuant to Section 2.24 of the Credit Agreement, and effective as of the Incremental Effective Date, for all purposes of the Credit Documents, (i) the Incremental Term Commitments shall be “Commitments” and “Incremental Term Loan Commitments” under the Credit Agreement, (ii) the Incremental Term Loans made pursuant to the Incremental Term Commitments shall be “Incremental Term Loans”, “Term Loans” and “Tranche B Term Loans” under the Credit Agreement and shall constitute Loans of the same Class as the Tranche B Term Loans outstanding under the Credit Agreement immediately prior to the making of the Incremental Existing Term Loans, including with respect to prepayments and after giving effect to the amendment to the Applicable Rate set forth in clause (iiie) Borrowings of the Incremental Term Loans shall constitute “Term Borrowings” and “Tranche B Term Borrowings” under the Credit Agreement, including for purposes of Installments due in respect of Tranche B Term Borrowings under Section 2.11(a) of the Credit Agreement and for purposes of mandatory prepayments due in respect of Tranche B Term Borrowings under Section 2.13 of the Credit Agreement, and (iv) each Incremental Term Lender shall be a “Lender” and a “Term Lender” under the Credit Agreement and shall have all the rights and obligations of, and benefits accruing to, a Lender and a Term Lender under the Credit Agreement and shall be bound by all agreements, acknowledgements and other obligations of Lenders and Term Lendersbelow. (d) It is the intent Section 1.01 of the parties hereto that all Incremental Term Loans made hereunder be included in each Borrowing of the Tranche B Term Loans outstanding under the Existing Credit Agreement immediately prior to the Incremental Effective Date on a pro rata basis. Each Incremental Term Loan shall be funded as a Eurodollar Rate Loan on hereby amended to add the Incremental Effective Date, and until the end of the Interest Period applicable to the Tranche B Term Loans outstanding under the Credit Agreement immediately prior to the Incremental Effective Date (the “Outstanding Tranche B Term Loans”) (such Interest Period, the “Initial Interest Period”), (i) the Incremental Term Loans shall bear interest from and including the Incremental Effective Date to but excluding the last day of the Initial Interest Period at a rate per annum equal to the Adjusted Eurodollar Rate applicable to the Initial Interest Period with respect to the Outstanding Tranche B Term Loans plus the Applicable Rate for Tranche B Term Loans that are Eurodollar Rate Loans, which rate shall be deemed, for purposes of Section 2.7(a) of the Credit Agreement, to be the rate applicable to the Incremental Term Loans under Section 2.7(a) of the Credit Agreement for the Initial Interest Period, (ii) the initial Interest Period for the Incremental Term Loans shall be deemed to be the remaining term of the Initial Interest Period, and (iii) subject to Section 2.7(d)(ii) and Section 2.9, accrued interest on the Incremental Term Loans shall be payable in arrears on the Interest Payment Date applicable to the Outstanding Tranche B Term Loans for the Initial Interest Period; provided, that notwithstanding clauses (i), (ii) and (iii) above, any conversion or continuation of the Tranche B Term Loans (including the Incremental Term Loans), and the election of any Interest Period therefor, occurring during the Initial Interest Period shall be allocated ratably among the Lenders holding all Tranche B Term Loans (including the Incremental Term Loans). (e) The Administrative Agent hereby consents to this Agreement and confirms that each Incremental Term Lender not already a Lender under the Credit Agreement immediately prior to the effectiveness of this Agreement is acceptable to the Administrative Agent. (f) Each Incremental Term Lender, by delivering its signature page to this Agreement on the Incremental Effective Date, shall be deemed to have acknowledged receipt of, and consented to and approved, each Credit Document and each other document required to be delivered to, or to be approved by or satisfactory to, the Administrative Agent or any Class of Lenders on the Incremental Effective Date. Each Incremental Lender acknowledges and agrees that it shall be subject to and bound by the terms of each Credit Document, and shall perform all of the obligations of a “Lender” thereunder.following defined terms:

Incremental Term Facility. (a) Subject to the terms and conditions set forth hereinherein and so long as no Default or Event of Default has occurred and is continuing, each the Company shall have the right at any time and from time to time, prior to the Maturity Date, to incur additional Indebtedness under this Credit Agreement in the form of term loans (each, an “Incremental Term Lender agrees, severally Facility” and not jointly, to make, on collectively the Incremental Effective Date, an “Incremental Term Loan in a principal amount equal Facilities”). The following terms and conditions shall apply to the Incremental Term Commitment of 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 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 Lender. No Facility is made available, (iii) each Incremental Term Lender Facility shall be responsible for any other Incremental Term Lender’s failure to fund Incremental Term Loans. (b) Except as otherwise expressly provided herein, have a maturity date no sooner than the terms and conditions of the Incremental Term Loans made hereunder shall be identical to the terms and conditions (including the Applicable Rate) applicable to the Tranche B Term Loans outstanding under the Credit Agreement immediately prior to the date hereof. In furtherance of the foregoing, effective as of the Incremental Effective Date, the first sentence of Section 2.11(a) of the Credit Agreement is hereby amended and restated in its entirety to read as follows: “Subject to Section 2.11(c), the Company shall repay Tranche B Term Borrowings on March 31, June 30, September 30 and December 31 of each year, commencing with March 31, 2014, and ending with the last such day to occur prior to the Tranche B Term Loan Maturity Date, in an aggregate principal amount for each such date equal to US$8,141,026, subject to adjustment as provided in Section 2.14.” (c) Subject to the terms and conditions set forth herein, pursuant to Section 2.24 of the Credit Agreement, and effective as of the Incremental Effective Date, for all purposes of the Credit Documents, (i) the Incremental Term Commitments shall be “Commitments” and “Incremental Term Loan Commitments” under the Credit Agreement, (ii) the Incremental Term Loans made pursuant to the Incremental Term Commitments shall be “Incremental Term Loans”, “Term Loans” and “Tranche B Term Loans” under the Credit Agreement and shall constitute Loans of the same Class as the Tranche B Term Loans outstanding under the Credit Agreement immediately prior to the making of the Incremental Term Loans, (iii) Borrowings of the Incremental Term Loans shall constitute “Term Borrowings” and “Tranche B Term Borrowings” under the Credit Agreement, including for purposes of Installments due in respect of Tranche B Term Borrowings under Section 2.11(a) of the Credit Agreement and for purposes of mandatory prepayments due in respect of Tranche B Term Borrowings under Section 2.13 of the Credit Agreement, and (iv) each Incremental Term Lender 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 a “Lender” and a “entitled to the same voting rights as the existing Term Lender” under Loan voting as one class except as to matters solely affecting the Credit Agreement and shall have all the rights and obligations of, and benefits accruing to, a Lender and a Incremental Term Lender under the Credit Agreement Facility and shall be bound by all agreementsentitled to receive proceeds of prepayments on the same basis as the existing Initial Term Loan, acknowledgements (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 amount of $25,000,000 (and $5,000,000 increments in excess 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 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 in compliance with the Incurrence Test and (xii) the Administrative Agent shall have received from the Company (A) resolutions, legal opinions and other obligations of Lenders and Term Lenders. (d) It is the intent of the parties hereto that all corporate authority documents with respect to such Incremental Term Loans made hereunder be included Facility reasonably requested by the Administrative Agent, substantially the same in form and substance as those delivered on the Effective Date pursuant to Section 4.1 and (B) updated financial projections and an officer’s certificate, in each Borrowing of the Tranche B Term Loans outstanding under the Credit Agreement immediately prior case in form and substance reasonably satisfactory to the Administrative Agent, demonstrating that, after giving effect to any such Incremental Effective Date Term Facility on a pro rata basis. Each Incremental Term Loan shall be funded as a Eurodollar Rate Loan on the Incremental Effective Date, and until the end of the Interest Period applicable to the Tranche B Term Loans outstanding under the Credit Agreement immediately prior to the Incremental Effective Date (the “Outstanding Tranche B Term Loans”) (such Interest Period, the “Initial Interest Period”)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 Loans Facilities shall bear interest from and including 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 Effective Date 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 but excluding the last day of the Initial Interest Period at a rate per annum equal to the Adjusted Eurodollar Rate applicable to the Initial Interest Period provide with respect to the Outstanding Tranche B Term Loans plus the Applicable Rate for Tranche B Term Loans that are Eurodollar Rate Loans, which rate shall be deemed, for purposes of Section 2.7(a) of the Credit Agreement, to be the rate applicable to the such Incremental Term Loans under Section 2.7(a) of Facility, then the Credit Agreement for the Initial Interest PeriodCompany may invite other banks, (ii) the initial Interest Period for the Incremental Term Loans shall be deemed to be the remaining term of the Initial Interest Period, financial institutions and (iii) subject to Section 2.7(d)(ii) and Section 2.9, accrued interest on the Incremental Term Loans shall be payable in arrears on the Interest Payment Date applicable to the Outstanding Tranche B Term Loans for the Initial Interest Period; provided, that notwithstanding clauses (i), (ii) and (iii) above, any conversion or continuation of the Tranche B Term Loans (including the Incremental Term Loans), and the election of any Interest Period therefor, occurring during the Initial Interest Period shall be allocated ratably among the Lenders holding all Tranche B Term Loans (including the Incremental Term Loans). (e) The Administrative Agent hereby consents to this Agreement and confirms that each Incremental Term Lender not already a Lender under the Credit Agreement immediately prior to the effectiveness of this Agreement is investment funds reasonably acceptable to the Administrative Agent. (f) Each Agent to join this Credit Agreement as Lenders hereunder for the portion of such Incremental Term LenderFacility not taken by existing Lenders, by delivering its signature page provided that such other banks, financial institutions and investment funds shall enter into such joinder agreements to this Agreement on the Incremental Effective Date, shall be deemed to have acknowledged receipt of, and consented to and approved, each Credit Document and each other document required to be delivered to, or to be approved by or satisfactory to, give effect thereto as the Administrative Agent may reasonably request. The Administrative Agent is authorized to enter into, on behalf of the Lenders, any amendment to this Credit Agreement or any Class of Lenders on the Incremental Effective Date. Each Incremental Lender acknowledges and agrees that it shall other Credit Document as may be subject necessary to and bound by solely incorporate the terms of each Credit Document, and shall perform all of the obligations of a “Lender” thereunderany new Incremental Term Facility therein.

Incremental Term Facility. Subject to the satisfaction of the conditions precedent set forth in Section 8 below, the Borrower, the Guarantors, the 2021 Incremental Term Lender and Agent hereby agree as follows: (a) Subject to The Borrower is requesting 2021 Incremental Term Loans in the terms and conditions set forth herein, each aggregate principal amount of $281,895,272.86 from the 2021 Incremental Term Lender agrees, severally pursuant to and not jointly, to make, on the Incremental terms set forth in Section 2.19 of the Credit Agreement, effective on the Effective Date, an and on the Effective Date, the Borrower will borrow the full amount of the 2021 Incremental Term Loan in a principal amount equal to Loans from the Incremental Term Commitment of such 2021 Incremental Term Lender. No The full principal amount of such 2021 Incremental Term Lender shall be responsible for any other Incremental Term Lender’s failure to fund Incremental Term LoansLoans are being incurred initially in reliance on clause (i)(y) of the first proviso of Section 2.19(a) under the Credit Agreement. (b) Except as otherwise expressly provided herein, The 2021 Incremental Term Lender party hereto hereby agrees to make the terms and conditions of the 2021 Incremental Term Loans made hereunder shall be identical to the terms and conditions (including Borrower on the Applicable Rate) applicable to Effective Date immediately following the Tranche B Term Loans outstanding under the Credit Agreement immediately prior to the date hereof. In furtherance of the foregoing, effective as of the Incremental Effective Date, the first sentence of Section 2.11(a) of the Credit Agreement is hereby amended and restated in its entirety to read as follows: “Subject to Section 2.11(c), the Company shall repay Tranche B Term Borrowings on March 31, June 30, September 30 and December 31 of each year, commencing with March 31, 2014, and ending with the last such day to occur prior to the Tranche B 2021 Term Loan Maturity DateExtension, in an aggregate principal amount for each such date equal to US$8,141,026, subject to adjustment as provided in the amount set forth opposite the 2021 Incremental Term Lender’s name on Schedule 2.01 hereto under the heading “2021 Incremental Term Loan Commitment”. Amounts borrowed under this Section 2.143(b) and repaid or prepaid may not be reborrowed.” (c) Subject On the Effective Date, substantially concurrently with the effectiveness of this Amendment and any funding of the 2021 Incremental Term Loans, the Borrower shall (X) prepay in full the 2020 Incremental Term Loans outstanding on the Effective Date immediately prior to giving effect to this Amendment by paying or causing to be paid to the terms and conditions Administrative Agent in immediately available funds an aggregate amount (the “2020 Incremental Term Loan Prepayment Amount”) equal to the sum of (I) an amount equal to 102.00% of the aggregate principal amount of the 2020 Incremental Term Loans outstanding on the Effective Date immediately before giving effect to this Amendment (which amount set forth hereinin this clause (I), for the avoidance of doubt, includes the Applicable Premium due pursuant to Section 2.24 2.12(e)(ii) of the Credit Agreement, and effective as Agreement in connection with such prepayment of the 2020 Incremental Term Loans (the “Applicable Prepayment Premium”)) plus (II) all accrued and unpaid interest (without duplication of the Applicable Prepayment Premium pursuant to clause (I) above) on the 2020 Incremental Term Loans to, but not including, the Effective Date and (Y) prepay Initial Term Loans (as in effect after giving effect to the 2021 Term Loan Extension) in an aggregate principal amount equal to $156,895,272.86 (which such amount may, for the avoidance of doubt, constitute all or a portion of the remaining Initial Term Loans after giving effect to the 2021 Term Loan Extension) (the “Initial Term Loan Prepayment Amount”) equal to the sum of (I) an amount equal to 100.00% of the aggregate principal amount of the Initial Term Loans set forth in the Initial Term Loan Prepayment Notice plus (II) all accrued and unpaid interest on such Initial Term Loans to, but not including, the Effective Date, for all purposes . (d) For the avoidance of the Credit Documentsdoubt, (i) the Incremental Term Commitments shall be “Commitments” and “Incremental Term Loan Commitments” under the Credit Agreement, (ii) the Incremental Term Loans made pursuant to the Incremental Term Commitments shall be “Incremental Term Loans”, “Term Loans” and “Tranche B Term Loans” under the Credit Agreement and shall constitute Loans of the same Class as the Tranche B Term Loans outstanding under the Credit Agreement immediately prior to the making of the Incremental Term Loans, (iii) Borrowings of the Incremental Term Loans shall constitute “Term Borrowings” and “Tranche B Term Borrowings” under the Credit Agreement, including for purposes of Installments due in respect of Tranche B Term Borrowings under Section 2.11(a) of the Credit Agreement and for purposes of mandatory prepayments due in respect of Tranche B Term Borrowings under Section 2.13 of the Credit Agreement, and (iv) each Incremental Term Lender shall be a “Lender” and a “Term Lender” under the Credit Agreement and shall have all the rights and obligations of, and benefits accruing to, a Lender and a Term Lender under the Credit Agreement and shall be bound by all agreements, acknowledgements and other obligations of Lenders and Term Lenders. (d) It is the intent of the parties hereto that all Incremental Term Loans made hereunder be included in each Borrowing of the Tranche B Term Loans outstanding under the Credit Agreement immediately prior to the Incremental Effective Date on a pro rata basis. Each Incremental Term Loan shall be funded as a Eurodollar Rate Loan on the Incremental Effective Date, and until the end of the Interest Period applicable to the Tranche B Term Loans outstanding under the Credit Agreement immediately prior to the Incremental Effective Date (the “Outstanding Tranche B Term Loans”) (such Interest Period, the “Initial Interest Period”), (i) the Incremental Term Loans shall bear interest from and including the Incremental Effective Date to but excluding the last day of the Initial Interest Period at a rate per annum equal to the Adjusted Eurodollar Rate applicable to the Initial Interest Period with respect to the Outstanding Tranche B Term Loans plus the Applicable Rate for Tranche B Term Loans that are Eurodollar Rate Loans, which rate shall be deemed, for purposes of Section 2.7(a) of the Credit Agreement, to be the rate applicable to the Incremental Term Loans under Section 2.7(a) of the Credit Agreement for the Initial Interest Period, (ii) the initial Interest Period for the 2021 Incremental Term Loans shall be deemed to be “Loans”, “2021 New Term Loans” and “Term Loans”, (ii) the remaining term of the Initial Interest Period, and (iii) subject to Section 2.7(d)(ii) and Section 2.9, accrued interest on the 2021 Incremental Term Loans shall be payable in arrears on deemed to be a separate and distinct Class from the Interest Payment Date applicable to the Outstanding Tranche B Initial Term Loans for (if any, following the Initial Interest Period; provided, that notwithstanding clauses (iconsummation of the 2021 Transactions), (iiiii) the 2021 Incremental Term Loans shall be of the same Class as the 2021 Extended Term Loans outstanding on the Effective Date (for the avoidance of doubt, after giving effect to the 2021 Term Loan Extension), (iv) each 2021 Incremental Term Lender shall be deemed to be a “Lender”, “2021 New Term Lender” and a “Term Lender”, (v) the 2021 Incremental Term Loan Commitments shall be deemed to be a “Term Loan Commitment”, and (iiivi) abovethis Amendment shall be deemed to be an “Incremental Amendment” and a “Loan Document”, any conversion or continuation in each case for all purposes of the Tranche B Term Loans (including the Incremental Term Loans), Amended Credit Agreement and the election of any Interest Period therefor, occurring during the Initial Interest Period shall be allocated ratably among the Lenders holding all Tranche B Term Loans (including the Incremental Term Loans)other Loan Documents. (e) The Administrative Agent hereby consents to this Agreement Borrower’s execution and confirms that each Incremental Term Lender not already a Lender under the Credit Agreement immediately prior to the effectiveness delivery of this Agreement is acceptable Amendment to the Administrative Agent. (f) Each Incremental Term Lender, by delivering its signature page Agent shall constitute notice to this Agreement on the Incremental Effective Date, shall be deemed to have acknowledged receipt of, and consented to and approved, each Credit Document and each other document required to be delivered to, or to be approved by or satisfactory to, the Administrative Agent or any Class of Lenders on the Incremental Effective Date. Each Incremental Lender acknowledges and agrees that it shall be subject to and bound by the terms of each Credit Document, and shall perform all Borrower requesting the 2021 Incremental Term Loans pursuant to Section 2.19(a) of the obligations Credit Agreement, and, for the avoidance of a “Lender” thereunderdoubt, shall satisfy such notice requirement set forth in Section 2.19(a) of the Credit Agreement.

Incremental Term Facility. (a) Subject Upon notice to the Administrative Agent (which shall promptly notify the Lenders) and subject to the terms and conditions set forth hereinof this Section 2.17, each at any time during the Incremental Availability Period, the Borrower may request a Lender (an “Incremental Term Lender agrees, severally and not jointly, to make, on the Incremental Effective Date, Lender”) provide one or more tranches of incremental term loans (each an “Incremental Term Loan in a principal amount equal to Facility” and the loans thereunder, “Incremental Term Commitment of Loans”) in an aggregate amount not to exceed $200,000,000. Any such Incremental Term Lender. No Incremental Term Lender Facility shall be responsible for any other Incremental on the same terms as, and constitute an increase in, the Initial Term Lender’s failure to fund Incremental Term LoansFacility. (b) Except as otherwise expressly provided hereinThe notice from the Borrower to the Administrative Agent delivered pursuant to Section 2.17(a) shall set forth the requested amount of the applicable Incremental Term Facility, which amount shall not be less than $50,000,000. (c) The effectiveness of any Incremental Term Facility and the funding thereof shall be subject to satisfaction of each of the following conditions (the date of the satisfaction of such conditions, the terms “Incremental Term Facility Effective Date”): (i) the Administrative Agent shall have received a Notice of Borrowing as required by Section 2.02, (ii) all fees and conditions expenses required to be paid on or before the Incremental Term Facility Effective Date (in the case of expenses, for which the Borrower has been billed at least three Business Days prior to the Incremental Term Facility Effective Date), including the reasonable and documented fees and expenses of one counsel for the Administrative Agent shall have been paid, (iii) at the time of and upon giving effect to the borrowing and application of the Incremental Term Loans made hereunder on the Incremental Term Facility Effective Date, (A) the representations and warranties of the Borrower contained in Article 4 shall be identical true and correct in all material respects (or, with respect to the terms any representation or warranty qualified by reference to materiality or Material Adverse Effect, in all respects) on and conditions (including the Applicable Rate) applicable to the Tranche B Term Loans outstanding under the Credit Agreement immediately prior to the date hereof. In furtherance of the foregoing, effective as of the applicable Incremental Term Facility Effective Date, the first sentence of Section 2.11(a) of the Credit Agreement is hereby amended and restated in its entirety to read as follows: “Subject to Section 2.11(c), the Company shall repay Tranche B Term Borrowings on March 31, June 30, September 30 and December 31 of each year, commencing with March 31, 2014, and ending with the last such day to occur prior except to the Tranche B Term Loan Maturity Dateextent such representations and warranties specifically refer to an earlier date, in an aggregate principal amount for each such date equal to US$8,141,026, subject to adjustment as provided in Section 2.14.” (c) Subject to the terms which case they shall be true and conditions set forth herein, pursuant to Section 2.24 of the Credit Agreement, and effective correct as of such earlier date and (B) no Default shall have occurred and be continuing or would result from the Incremental Effective Date, for all purposes of the Credit Documents, (i) the Incremental Term Commitments shall be “Commitments” and “Incremental Term Loan Commitments” under the Credit Agreement, (ii) the Incremental Term Loans made pursuant to the Incremental Term Commitments shall be “Incremental Term Loans”, “Term Loans” and “Tranche B Term Loans” under the Credit Agreement and shall constitute Loans of the same Class as the Tranche B Term Loans outstanding under the Credit Agreement immediately prior to the making of the Incremental Term Loans, (iii) Borrowings borrowing of the Incremental Term Loans shall constitute “Term Borrowings” and “Tranche B Term Borrowings” under the Credit Agreementapplication thereof, including for purposes of Installments due in respect of Tranche B Term Borrowings under Section 2.11(a) of the Credit Agreement and for purposes of mandatory prepayments due in respect of Tranche B Term Borrowings under Section 2.13 of the Credit Agreement, and (iv) each the Administrative Agent shall have received evidence satisfactory to it that all filings, consents and approvals, if any, required to be made with, or obtained from, any governmental authority in connection with the Incremental Term Lender Loans shall be a “Lender” and a “Term Lender” under the Credit Agreement have been made or obtained and shall be, in each case, in full force and effect on and as of the Incremental Term Facility Effective Date and (v) the Administrative Agent shall have all received a certificate dated the rights and obligations of, and benefits accruing to, Incremental Term Facility Effective Date from a Lender and a Term Lender under Responsible Officer of the Credit Agreement and shall be bound by all agreements, acknowledgements and other obligations Borrower confirming the satisfaction of Lenders and Term Lendersthe conditions precedent described in clause (iii) of this Section 2.17(c). (d) It is This Agreement may be amended by the intent of the parties hereto that all Incremental Term Loans made hereunder be included in each Borrowing of the Tranche B Term Loans outstanding under the Credit Agreement immediately prior to the Incremental Effective Date on a pro rata basis. Each Incremental Term Loan shall be funded as a Eurodollar Rate Loan on the Incremental Effective DateBorrower, and until the end of the Interest Period applicable to the Tranche B Term Loans outstanding under the Credit Agreement immediately prior to the Incremental Effective Date (the “Outstanding Tranche B Term Loans”) (such Interest Period, the “Initial Interest Period”), (i) the Incremental Term Loans shall bear interest from Lender and including the Incremental Effective Date to but excluding the last day of the Initial Interest Period at a rate per annum equal to the Adjusted Eurodollar Rate applicable to the Initial Interest Period with respect to the Outstanding Tranche B Term Loans plus the Applicable Rate for Tranche B Term Loans that are Eurodollar Rate Loans, which rate shall be deemed, for purposes of Section 2.7(a) of the Credit Agreement, to be the rate applicable to the Incremental Term Loans under Section 2.7(a) of the Credit Agreement for the Initial Interest Period, (ii) the initial Interest Period for the Incremental Term Loans shall be deemed to be the remaining term of the Initial Interest Period, and (iii) subject to Section 2.7(d)(ii) and Section 2.9, accrued interest on the Incremental Term Loans shall be payable in arrears on the Interest Payment Date applicable to the Outstanding Tranche B Term Loans for the Initial Interest Period; provided, that notwithstanding clauses (i), (ii) and (iii) above, any conversion or continuation of the Tranche B Term Loans (including the Incremental Term Loans), and the election of any Interest Period therefor, occurring during the Initial Interest Period shall be allocated ratably among the Lenders holding all Tranche B Term Loans (including the Incremental Term Loans). (e) The Administrative Agent hereby consents to this Agreement and confirms that each Incremental Term Lender not already a Lender under the Credit Agreement immediately prior to the effectiveness of this Agreement is acceptable to the Administrative Agent. (f) Each Incremental Term Lender, by delivering its signature page to this Agreement on the Incremental Effective Date, shall be deemed to have acknowledged receipt of, and consented to and approved, each Credit Document and each other document required to be delivered to, or to be approved by or satisfactory to, the Administrative Agent or any Class of Lenders on the Incremental Effective Date. Each (an “Incremental Lender acknowledges and agrees that it shall Agreement”) in the form of Exhibit I to effect such amendments as may be subject to and bound by necessary or appropriate in the terms of each Credit Document, and shall perform all opinion of the obligations Administrative Agent and the Borrower to effect the provisions of a “Lender” thereunderthis Section 2.17.

Incremental Term Facility. (a) Subject to the terms and conditions set forth hereinherein and so long as no Default or Event of Default has occurred and is continuing, each the Company shall have the right at any time and from time to time, prior to the Maturity Date, to incur additional Indebtedness under this Credit Agreement in the form of term loans (each, an “Incremental Term Lender agrees, severally Facility” and not jointly, to make, on collectively the Incremental Effective Date, an “Incremental Term Loan in a principal amount equal Facilities”). The following terms and conditions shall apply to the Incremental Term Commitment of 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 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 Lender. No Facility is made available, (iii) each Incremental Term Lender Facility shall be responsible for any other Incremental Term Lender’s failure to fund Incremental Term Loans. (b) Except as otherwise expressly provided herein, have a maturity date no sooner than the terms and conditions of the Incremental Term Loans made hereunder shall be identical to the terms and conditions (including the Applicable Rate) applicable to the Tranche B Term Loans outstanding under the Credit Agreement immediately prior to the date hereof. In furtherance of the foregoing, effective as of the Incremental Effective Date, the first sentence of Section 2.11(a) of the Credit Agreement is hereby amended and restated in its entirety to read as follows: “Subject to Section 2.11(c), the Company shall repay Tranche B Term Borrowings on March 31, June 30, September 30 and December 31 of each year, commencing with March 31, 2014, and ending with the last such day to occur prior to the Tranche B Term Loan Maturity Date, in an aggregate principal amount for each such date equal to US$8,141,026, subject to adjustment as provided in Section 2.14.” (c) Subject to the terms and conditions set forth herein, pursuant to Section 2.24 of the Credit Agreement, and effective as of the Incremental Effective Date, for all purposes of the Credit Documents, (i) the Incremental Term Commitments shall be “Commitments” and “Incremental Term Loan Commitments” under the Credit Agreement, (ii) the Incremental Term Loans made pursuant to the Incremental Term Commitments shall be “Incremental Term Loans”, “Term Loans” and “Tranche B Term Loans” under the Credit Agreement and shall constitute Loans of the same Class as the Tranche B Term Loans outstanding under the Credit Agreement immediately prior to the making of the Incremental Term Loans, (iii) Borrowings of the Incremental Term Loans shall constitute “Term Borrowings” and “Tranche B Term Borrowings” under the Credit Agreement, including for purposes of Installments due in respect of Tranche B Term Borrowings under Section 2.11(a) of the Credit Agreement and for purposes of mandatory prepayments due in respect of Tranche B Term Borrowings under Section 2.13 of the Credit Agreement, and (iv) each Incremental Term Lender 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 a “Lender” and a “entitled to the same voting rights as the existing Term Lender” under Loan voting as one class except as to matters solely affecting the Credit Agreement and shall have all the rights and obligations of, and benefits accruing to, a Lender and a Incremental Term Lender under the Credit Agreement Facility and shall be bound by all agreementsentitled to receive proceeds of prepayments on the same basis as the existing Initial Term Loan, acknowledgements (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 amount of $25,000,000 (and $5,000,000 increments in excess 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 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 in compliance with the Incurrence Test and the Senior Secured Incurrence Test and (xii) the Administrative Agent shall have received from the Company (A) resolutions, legal opinions and other obligations of Lenders and Term Lenders. (d) It is the intent of the parties hereto that all corporate authority documents with respect to such Incremental Term Loans made hereunder be included Facility reasonably requested by the Administrative Agent or the Required Lenders, substantially the same in form and substance as those delivered on the Effective Date pursuant to Section 4.1 and (B) updated financial projections and an officer’s certificate, in each Borrowing of the Tranche B Term Loans outstanding under the Credit Agreement immediately prior case in form and substance reasonably satisfactory to the Administrative AgentRequired Lenders, demonstrating that, after giving effect to any such Incremental Effective Date Term Facility on a pro rata basis. Each Incremental Term Loan shall be funded as a Eurodollar Rate Loan on the Incremental Effective Date, and until the end of the Interest Period applicable to the Tranche B Term Loans outstanding under the Credit Agreement immediately prior to the Incremental Effective Date (the “Outstanding Tranche B Term Loans”) (such Interest Period, the “Initial Interest Period”)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 Loans Facilities shall bear interest from and including 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 Effective Date 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 but excluding the last day of the Initial Interest Period at a rate per annum equal to the Adjusted Eurodollar Rate applicable to the Initial Interest Period provide with respect to the Outstanding Tranche B Term Loans plus the Applicable Rate for Tranche B Term Loans that are Eurodollar Rate Loans, which rate shall be deemed, for purposes of Section 2.7(a) of the Credit Agreement, to be the rate applicable to the such Incremental Term Loans under Section 2.7(a) of Facility, then the Credit Agreement for the Initial Interest PeriodCompany may invite other banks, (ii) the initial Interest Period for the Incremental Term Loans shall be deemed to be the remaining term of the Initial Interest Period, financial institutions and (iii) subject to Section 2.7(d)(ii) and Section 2.9, accrued interest on the Incremental Term Loans shall be payable in arrears on the Interest Payment Date applicable to the Outstanding Tranche B Term Loans for the Initial Interest Period; provided, that notwithstanding clauses (i), (ii) and (iii) above, any conversion or continuation of the Tranche B Term Loans (including the Incremental Term Loans), and the election of any Interest Period therefor, occurring during the Initial Interest Period shall be allocated ratably among the Lenders holding all Tranche B Term Loans (including the Incremental Term Loans). (e) The Administrative Agent hereby consents to this Agreement and confirms that each Incremental Term Lender not already a Lender under the Credit Agreement immediately prior to the effectiveness of this Agreement is investment funds reasonably acceptable to the Administrative Agent. (f) Each AgentRequired Lenders to join this Credit Agreement as Lenders hereunder for the portion of such Incremental Term LenderFacility not taken by existing Lenders, by delivering its signature page provided that such other banks, financial institutions and investment funds shall enter into such joinder agreements to this Agreement on the Incremental Effective Date, shall be deemed to have acknowledged receipt of, and consented to and approved, each Credit Document and each other document required to be delivered to, or to be approved by or satisfactory 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 9.1, the Required Lenders and the Company may enter into any amendment to this Credit Agreement or any Class of Lenders on the Incremental Effective Date. Each Incremental Lender acknowledges and agrees that it shall other Credit Document as may be subject necessary to and bound by solely incorporate the terms of each Credit Document, and shall perform all of the obligations of a “Lender” thereunderany new Incremental Term Facility therein.