Common use of The Incremental Term Loans Clause in Contracts

The Incremental Term Loans. Pursuant to Section 2.4 of the Credit Agreement, and subject to the satisfaction of the conditions set forth in Section 4 hereof, on and as of the Effective Date: (a) Each Loan Party, the Administrative Agent and each Incremental Term Loan Lender, hereby agree that upon, and subject to, the occurrence of the Effective Date (as hereinafter defined), (i) such Incremental Term Loan Lender shall be deemed to be, and shall become, a “Term Lender”, an “Incremental Lender” and a “Lender” for all purposes of, and subject to all the obligations of a “Term Lender”, an “Incremental Lender” and a “Lender” under, the Credit Agreement and the other Loan Documents, (ii) such Incremental Term Loan Lender shall have an Incremental Term Commitment that is equal to the amount set forth opposite such Incremental Term Loan Lender’s name under the heading “Incremental Term Loan Commitment” on Schedule 1 to this Agreement and (iii) such Incremental Term Loan Lender’s Incremental Term Loans shall be deemed to be Term Loans for all purposes under the Credit Agreement. The Incremental Term Loan Lender’ Incremental Term Loan Commitments and Incremental Term Loans provided pursuant to this Agreement shall be subject to all of the terms and conditions set forth in the Credit Agreement, and shall be entitled to all the benefits afforded by the Credit Agreement and the other Loan Documents. (b) Each Incremental Term Loan Lender hereby agrees to make Incremental Term Loans to the Borrower on the Effective Date in a principal amount not to exceed its respective Incremental Term Loan Commitment (as determined after giving effect to this Agreement). (c) Each Incremental Term Loan Lender: (i) confirms that it has received a copy of the Credit Agreement and the other Loan Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this agreement; (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any arranger or similar agent or any other Incremental Term Loan Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (iii) appoints and authorizes the Agents to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement and the other Loan Documents as are delegated to the Agents by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; and (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement and the other Loan Documents required to be performed by it as a Lender.

The Incremental Term Loans. Pursuant to Section 2.4 (A) shall be secured only by all or a portion of the Credit AgreementCollateral securing the Secured Obligations (and shall not be secured on basis senior to the Liens securing the the Initial Term Loans) and shall only be guaranteed by the Loan Parties (and shall not rank prior in right of payment to the Initial Term Loans), (B) shall not mature earlier than the Initial Term Maturity Date, (C) shall not have a shorter Weighted Average Life to Maturity than the then remaining Weighted Average Life to Maturity of the Initial Term Loans, (D) any Incremental Term Loans may participate on a pro rata basis or less than pro rata basis (but not, except in the case of any Refinancing of such Indebtedness, on a greater than a pro rata basis) in any mandatory prepayments of the Term Loans hereunder, as specified in the applicable Incremental Amendment, (E) shall have a maturity date (subject to clause (B)), an amortization schedule (subject to clause (C)), and interest rates (including through fixed exchange rates or payment-in-kind interest), interest rate margins, AHYDO Catch-Up Payments, rate floors, fees, funding discounts, original issue discounts, closing payments, currency types and denominations, and redemption or prepayment terms (subject to clause (D)) and premiums for the satisfaction Incremental Term Loans as determined by the Borrower and the lenders of the conditions set forth in Section 4 hereofIncremental Term Loans; provided that, during the period commencing on the Effective Date and as of ending on the date that is twelve months after the Effective Date: (a) Each Loan Party, in the Administrative Agent and each event that the Effective Yield for any Incremental Term Loan Lender, hereby agree that upon, and subject to, Loans (other than Incremental Term Loans (1) established pursuant to the occurrence proviso of the Effective Date (as hereinafter definedSection 2.20(b), (i2) such having a final maturity date that is more than two years after the Initial Term Maturity Date, (3) Incurred in connection with an Acquisition, Investment or similar transaction, (4) denominated in a currency other than Dollars or (5) Incurred under the Incremental Term Loan Lender shall be deemed to beBase Amount (clauses (1) through (5), and shall become, a “Term Lender”, an “Incremental Lender” and a “Lender” for all purposes of, and subject to all the obligations of a “Term Lender”, an “Incremental Lender” and a “Lender” undercollectively, the Credit Agreement and “MFN Exceptions”)) is greater than the other Loan DocumentsEffective Yield for the Initial Term Loans by more than 0.50%, (ii) such Incremental Term Loan Lender shall have an Incremental Term Commitment that is equal to then the amount set forth opposite such Incremental Term Loan Lender’s name under Applicable Rates for the heading “Incremental Term Loan Commitment” on Schedule 1 to this Agreement and (iii) such Incremental Term Loan Lender’s Incremental Initial Term Loans shall be deemed increased to be the extent necessary so that the Effective Yield for the Initial Term Loans are equal to the Effective Yield for all purposes under the Credit Agreement. The Incremental Term Loan Lender’ Incremental Term Loan Commitments and Incremental Term Loans provided pursuant to minus 0.50% (this Agreement shall be subject to all of proviso, the “MFN Protection”), (F) may otherwise have terms and conditions set forth different from those of the Initial Term Loans; provided that (x) except with respect to matters contemplated by clauses (B), (C), (D) and (E) above, any differences shall be, at the option of the Borrower, either (1) reasonably satisfactory to the Administrative Agent (except for covenants and other provisions or requirements applicable only to the periods after the Latest Maturity Date), (2) consistent with market terms and conditions, when taken as a whole, at the time of Incurrence or effectiveness of such Incremental Facility (as determined by the Borrower in good faith) or (3) not be materially more restrictive on the Credit Borrower and its Restricted Subsidiaries than the terms of this Agreement, when taken as a whole and shall be entitled to all (y) the benefits afforded by the Credit Agreement and the other Loan Documents. (b) Each Incremental Term Loan Lender hereby agrees to make documentation governing any Incremental Term Loans to the Borrower on the Effective Date in a principal amount not to exceed its respective Incremental Term Loan Commitment (may include any Previously Absent Financial Maintenance Covenant so long as determined after giving effect to this Agreement). (c) Each Incremental Term Loan Lender: (i) confirms that it has received a copy of the Credit Agreement and the other Loan Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this agreement; (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any arranger or similar agent or any other Incremental Term Loan Lender or any other Lender shall have been given prompt written notice thereof and based on this Agreement is amended to include such documents and information as it shall deem appropriate at Previously Absent Financial Maintenance Covenant for the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (iii) appoints and authorizes the Agents to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement and the other Loan Documents as are delegated to the Agents by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; and (iv) agrees that it will perform in accordance with their terms all benefit of the obligations which by the terms of the Credit Agreement and the other Loan Documents required to be performed by it as a Lendereach Facility.

The Incremental Term Loans. Pursuant to Section 2.4 During the Forbearance Period and after expiration of the Credit AgreementForbearance Period to the extent set forth in this Section 2.1(e), the Borrower may from time to time request that the Incremental Term Loan Lenders agree, in the exercise of their sole discretion, to a Term Loan Commitment Increase. Notwithstanding any prior expiration of the Forbearance Period and so long as no Material Default shall have occurred, the Borrower may request that the Incremental Term Loan Lenders agree, in the exercise of their sole discretion, to a Term Loan Commitment Increase the proceeds of which would be used solely to fund the Bond Interest Payment on or before February 12, 2002. To the extent that the Incremental Term Loan Lenders shall agree, in their sole discretion, to fund any Term Loan Commitment Increase requested by the Borrower, the Incremental Term Loan Lenders agree, severally in accordance with their respective Incremental Term Loan Ratios and not jointly, upon the terms and subject to the satisfaction conditions of this Agreement, to lend to the Borrower (A) Term A Loans in an amount equal to the Incremental Term A Commitment allocable to such Term Loan Commitment Increase and (B) Term B Loans in an amount equal to the Incremental Term B Commitment allocable to such Term Loan Commitment Increase. Notwithstanding anything to the contrary contained in this Agreement, the effectiveness of any Term Loan Commitment Increase shall require only the consent of the conditions set forth in Section 4 hereof, on and as of the Effective Date: (a) Each Loan Party, the Administrative Agent and each Incremental Term Loan Lender, hereby agree that upon, and subject to, the occurrence of the Effective Date (as hereinafter defined), (i) such Incremental Term Loan Lender shall be deemed to be, and shall become, a “Term Lender”, an “Incremental Lender” and a “Lender” for all purposes of, and subject to all the obligations of a “Term Lender”, an “Incremental Lender” and a “Lender” under, the Credit Agreement and the other Loan Documents, (ii) such Incremental Term Loan Lender shall have an Incremental Term Commitment that is equal to the amount set forth opposite such Incremental Term Loan Lender’s name under the heading “Incremental Term Loan Commitment” on Schedule 1 to this Agreement and (iii) such Incremental Term Loan Lender’s Incremental Term Loans shall be deemed to be Term Loans for all purposes under the Credit Agreement. The Incremental Term Loan Lender’ Incremental Term Loan Commitments and Incremental Term Loans provided pursuant to this Agreement shall be subject to all of the terms and conditions set forth in the Credit Agreement, and shall be entitled to all the benefits afforded by the Credit Agreement and the other Loan DocumentsLenders. (b) Each Incremental Term Loan Lender hereby agrees to make Incremental Term Loans to the Borrower on the Effective Date in a principal amount not to exceed its respective Incremental Term Loan Commitment (as determined after giving effect to this Agreement). (c) Each Incremental Term Loan Lender: (i) confirms that it has received a copy of the Credit Agreement and the other Loan Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this agreement; (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any arranger or similar agent or any other Incremental Term Loan Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (iii) appoints and authorizes the Agents to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement and the other Loan Documents as are delegated to the Agents by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; and (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement and the other Loan Documents required to be performed by it as a Lender."

The Incremental Term Loans. Pursuant to Section 2.4 (i) shall rank pari passu in right of payment and of security with the Revolving Credit AgreementLoans and the Term Loans; (ii) shall mature on such date and amortize on such schedule as each may be agreed by the Borrower and the Lenders providing such Incremental Term Loan, and subject to provided that no Incremental Term Loan shall mature earlier than the satisfaction of the conditions set forth in Section 4 hereof, on and as of the Effective Date: (a) Each Term Loan Party, the Administrative Agent Maturity Date and each Incremental Term Loan Lender, hereby agree shall have a Weighted Average Life to Maturity that upon, and subject to, is no shorter than the occurrence then remaining Weighted Average Life to Maturity of the Effective Date Term Loans; (iii) except as set forth above, shall be treated substantially the same as the Term Loans (in each case, including with respect to mandatory and voluntary prepayments); (iv) shall bear a rate of interest, OID (as hereinafter defined), (idefined below) and initial fees as agreed by the Borrower and the Lenders providing such Incremental Term Loan, provided that if the initial yield on any Incremental Term Loan Lender shall (as reasonably determined by the Administrative Agent and the Borrower to be deemed equal to bethe sum of (x) the margin above the LIBO Rate on such Incremental Term Loans, (y) if such Incremental Term Loans are initially made at a discount or the Lenders making the same receive a fee directly or indirectly from the Borrower or any Subsidiary for doing so but excluding any arrangement fees not paid to the Lenders thereof generally (the amount of such discount or fee, expressed as a percentage of the Incremental Term Loans, being referred to herein as “OID”), the amount of such OID (based on an assumed four year weighted average life) and shall become(z) any minimum LIBO rate applicable to such Incremental Term Loans, a “Term Lender”, an the “Incremental Lender” Yield”) exceeds the initial yield on the Term Loans by more than 50 basis points (taking into account the same factors in making the determination of the yield on the Incremental Term Loans and assuming a weighted average life of four years; the amount of such excess above 50 basis points being referred to herein as the “Lender” Yield Differential”), then the Applicable Rate then in effect for all purposes ofTerm Loans shall automatically be increased by the Yield Differential, effective upon the making of the Incremental Term Loans; and subject to all the obligations of a “Term Lender”, an “Incremental Lender” and a “Lender” under, the Credit Agreement and the other Loan Documents, (v) except as provided in clauses (ii) such Incremental Term Loan Lender shall have an Incremental Term Commitment that is equal to the amount set forth opposite such Incremental Term Loan Lender’s name under the heading “Incremental Term Loan Commitment” on Schedule 1 to this Agreement and (iiiiv) such Incremental Term Loan Lender’s above, the terms and conditions applicable to Incremental Term Loans shall not be deemed materially more restrictive on the Borrower than those of the Term Loans. Subject to be Term Loans for all purposes under the Credit Agreement. The Incremental Term Loan Lender’ Incremental Term Loan Commitments limitations in this clause (b) and any applicable limitations in Section 6.10, Incremental Term Loans provided pursuant to this Agreement shall may be subject to all issued in exchange for other Indebtedness of the terms Borrower and conditions set forth in the Credit Agreement, and shall be entitled to all the benefits afforded by the Credit Agreement and the other Loan Documentsits Restricted Subsidiaries. (b) Each Incremental Term Loan Lender hereby agrees to make Incremental Term Loans to the Borrower on the Effective Date in a principal amount not to exceed its respective Incremental Term Loan Commitment (as determined after giving effect to this Agreement). (c) Each Incremental Term Loan Lender: (i) confirms that it has received a copy of the Credit Agreement and the other Loan Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this agreement; (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any arranger or similar agent or any other Incremental Term Loan Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (iii) appoints and authorizes the Agents to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement and the other Loan Documents as are delegated to the Agents by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; and (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement and the other Loan Documents required to be performed by it as a Lender.

The Incremental Term Loans. Pursuant to Section 2.4 of the Credit Agreement provides that the Borrower, Holdings, each current Lender (for purposes of this definition, as defined in the Credit Agreement) and each Additional Lender (for purposes of this definition, as defined in the Credit Agreement) providing an Incremental Term Loan (for purposes of this definition, as defined in the Credit Agreement) (collectively, the “Incremental Term Lenders”), and the Administrative Agent may enter into an Incremental Agreement (for purposes of this definition, as defined in the Credit Agreement) to provide for the Tranche B-1 Term Loans contemplated to be funded pursuant to this Agreement, and subject the proceeds of which will be used (i) to the satisfaction refinance a portion of the conditions set forth Tranche B Term Loans (for purposes of this definition, as defined in Section 4 hereof, on and the Credit Agreement) outstanding as of the date hereof and (ii) to pay fees, costs and expenses incurred by the Borrower in connection with the Fourth Amendment Transactions. The Borrower has requested that the Incremental Term Lenders collectively provide Tranche B-1 Term Loan Commitments hereunder in an aggregate principal amount as set forth on Schedule 1.1(a) hereto (the “Tranche B-1 Term Loan Commitment”) on the Fourth Amendment Effective Date: (a) Each Loan Party, the Administrative Agent and each Incremental Term Loan Lender, hereby agree that upon, and subject to, the occurrence Lender is prepared to provide a portion of the Effective Date (as hereinafter defined), (i) such Incremental Term Loan Lender shall be deemed to beCommitment, and shall becometo provide a portion of the term loans (the “Tranche B-1 Term Loans”) to be made pursuant thereto, a “Term Lender”, an “Incremental Lender” and a “Lender” for all purposes of, and subject to all in the obligations of a “Term Lender”, an “Incremental Lender” and a “Lender” under, the Credit Agreement and the other Loan Documents, (ii) such Incremental Term Loan Lender shall have an Incremental Term Commitment that is equal to the amount respective amounts set forth opposite such Incremental Term Loan Lender’s name under the heading “Incremental Term Loan Commitment” on Schedule 1 to this Agreement and (iii1.1(a) such Incremental Term Loan Lender’s Incremental Term Loans shall be deemed to be Term Loans for all purposes under the Credit Agreement. The Incremental Term Loan Lender’ Incremental Term Loan Commitments and Incremental Term Loans provided pursuant to this Agreement shall be hereto, in each case subject to all of the other terms and conditions set forth in the Credit Agreement, and shall be entitled to all the benefits afforded by the Credit Agreement and the other Loan Documents. (b) Each Incremental Term Loan Lender hereby agrees to make Incremental Term Loans to the Borrower on the Effective Date in a principal amount not to exceed its respective Incremental Term Loan Commitment (as determined after giving effect to this Agreement). (c) Each Incremental Term Loan Lender: (i) confirms that it has received a copy of the Credit Agreement and the other Loan Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this agreement; (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any arranger or similar agent or any other Incremental Term Loan Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (iii) appoints and authorizes the Agents to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement and the other Loan Documents as are delegated to the Agents by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; and (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement and the other Loan Documents required to be performed by it as a Lender.herein;

The Incremental Term Loans. Pursuant to Section 2.4 (A) shall rank equal in right of payment and security with the Initial Term Loans, shall be secured only by all or a portion of the Credit AgreementCollateral securing the Secured Obligations and shall only be guaranteed by the Loan Parties, (B) shall not mature earlier than the Initial Term Maturity Date, (C) shall not have a shorter Weighted Average Life to Maturity than the then remaining Weighted Average Life to Maturity of the Initial Term Loans, (D) any Incremental Term Loans may participate on a pro rata basis or less than pro rata basis (but not, except in the case of any Refinancing of such Indebtedness, on a greater than a pro rata basis) in any mandatory prepayments of the Term Loans hereunder, as specified in the applicable Incremental Amendment, (E) shall have a maturity date (subject to clause (B)), an amortization schedule (subject to clause (C)), and interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, AHYDO Catch-Up Payments, funding discounts, original issue discounts and prepayment terms (subject to clause (D)) and premiums for the satisfaction Incremental Term Loans as determined by the Borrower and the lenders of the conditions set forth Incremental Term Loans; provided that, in Section 4 hereof, on and as of the event that the Effective Date: (a) Each Loan Party, the Administrative Agent and each Yield for any Incremental Term Loan Lender, hereby agree that upon, and subject to, Loans (other than Incremental Term Loans established pursuant to the occurrence proviso of Section 2.20(b) (the “MFN Exception”)) is greater than the Effective Date (as hereinafter defined)Yield for the Initial Term Loans by more than 0.50%, (i) such Incremental then the Applicable Rates for the Initial Term Loan Lender Loans shall be deemed increased to be, and shall become, a “the extent necessary so that the Effective Yield for the Initial Term Lender”, an “Incremental Lender” and a “Lender” for all purposes of, and subject to all the obligations of a “Term Lender”, an “Incremental Lender” and a “Lender” under, the Credit Agreement and the other Loan Documents, (ii) such Incremental Term Loan Lender shall have an Incremental Term Commitment that is Loans are equal to the amount set forth opposite such Effective Yield for the Incremental Term Loan Lender’s name under Loans minus 0.50% (this proviso, the heading “MFN Protection”); provided, further, that, with respect to any Incremental Term Loan Commitment” on Schedule 1 Loans that do not bear interest at a rate determined by reference to this Agreement and the Adjusted LIBO Rate, for purposes of calculating the applicable increase (iiiif any) in the Applicable Rates for the Initial Term Loans in the immediately preceding proviso, the Applicable Rate for such Incremental Term Loan Lender’s Incremental Term Loans shall be deemed to be Term Loans for all purposes under the Credit Agreement. The Incremental Term Loan Lender’ Incremental Term Loan Commitments and interest rate (calculated after giving pro forma effect to any increases required pursuant to the immediately succeeding proviso) of such Incremental Term Loans provided pursuant to this Agreement shall be subject to all of less the then applicable Reference Rate, and (F) may otherwise have terms and conditions set forth different from those of the Initial Term Loans; provided that (x) except with respect to matters contemplated by clauses (B), (C), (D) and (E) above, any differences shall not be materially more restrictive on the Borrower and its Restricted Subsidiaries (when taken as a whole) than the terms contained in this Agreement (except for covenants and other provisions applicable only to the Credit Agreement, periods after the Latest Maturity Date or added for the benefit of all Facilities) and shall be entitled to all (y) the benefits afforded by the Credit Agreement and the other Loan Documents. (b) Each Incremental Term Loan Lender hereby agrees to make documentation governing any Incremental Term Loans to the Borrower on the Effective Date in a principal amount not to exceed its respective Incremental Term Loan Commitment may include (I) any Previously Absent Financial Maintenance Covenant or (II) any Tighter Financial Maintenance Covenant so long as determined after giving effect to this Agreement). (c) Each Incremental Term Loan Lender: (i) confirms that it has received a copy of the Credit Agreement and the other Loan Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this agreement; (ii) agrees that it will, independently and without reliance upon the Administrative Agent shall have been given prompt written notice thereof and this Agreement is amended to include such Previously Absent Financial Maintenance Covenant or any arranger or similar agent or any other Incremental Term Loan Lender or any other Lender and based on such documents and information Tighter Financial Maintenance Covenant, as it shall deem appropriate at applicable, for the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (iii) appoints and authorizes the Agents to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement and the other Loan Documents as are delegated to the Agents by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; and (iv) agrees that it will perform in accordance with their terms all benefit of the obligations which by the terms of the Credit Agreement and the other Loan Documents required to be performed by it as a Lendereach Facility.

The Incremental Term Loans. Pursuant to Section 2.4 of the Credit Agreement provides that the Borrower, Holdings, each current Lender (for purposes of this definition, as defined in the Credit Agreement) and each Additional Lender (for purposes of this definition, as defined in the Credit Agreement) providing an Incremental Term Loan (for purposes of this definition, as defined in the Credit Agreement) (collectively, the “Incremental Term Lenders”), and the Administrative Agent may enter into an Incremental Agreement (for purposes of this definition, as defined in the Credit Agreement) to provide for the Tranche B Term Loans contemplated to be funded pursuant to this Agreement, and subject the proceeds of which will be used (i) to the satisfaction refinance a portion of the conditions set forth Initial Term Loans (for purposes of this definition, as defined in Section 4 hereof, on and the Credit Agreement) outstanding as of the date hereof and (ii) to pay fees, costs and expenses incurred by the Borrower in connection with the Second Amendment Transactions. The Borrower has requested that the Incremental Term Lenders collectively provide Tranche B Term Loan Commitments hereunder in an aggregate principal amount as set forth on Schedule 1.1(a) hereto (the “Tranche B Term Loan Commitment”) on the Second Amendment Effective Date: (a) Each Loan Party, the Administrative Agent and each Incremental Term Loan Lender, hereby agree that upon, and subject to, the occurrence Lender is prepared to provide a portion of the Effective Date (as hereinafter defined), (i) such Incremental Term Loan Lender shall be deemed to beCommitment, and shall becometo provide a portion of the term loans (the “Tranche B Term Loans”) to be made pursuant thereto, a “Term Lender”, an “Incremental Lender” and a “Lender” for all purposes of, and subject to all in the obligations of a “Term Lender”, an “Incremental Lender” and a “Lender” under, the Credit Agreement and the other Loan Documents, (ii) such Incremental Term Loan Lender shall have an Incremental Term Commitment that is equal to the amount respective amounts set forth opposite such Incremental Term Loan Lender’s name under the heading “Incremental Term Loan Commitment” on Schedule 1 to this Agreement and (iii1.1(a) such Incremental Term Loan Lender’s Incremental Term Loans shall be deemed to be Term Loans for all purposes under the Credit Agreement. The Incremental Term Loan Lender’ Incremental Term Loan Commitments and Incremental Term Loans provided pursuant to this Agreement shall be hereto, in each case subject to all of the other terms and conditions set forth in the Credit Agreement, and shall be entitled to all the benefits afforded by the Credit Agreement and the other Loan Documents. (b) Each Incremental Term Loan Lender hereby agrees to make Incremental Term Loans to the Borrower on the Effective Date in a principal amount not to exceed its respective Incremental Term Loan Commitment (as determined after giving effect to this Agreement). (c) Each Incremental Term Loan Lender: (i) confirms that it has received a copy of the Credit Agreement and the other Loan Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this agreement; (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any arranger or similar agent or any other Incremental Term Loan Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (iii) appoints and authorizes the Agents to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement and the other Loan Documents as are delegated to the Agents by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; and (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement and the other Loan Documents required to be performed by it as a Lender.herein;

The Incremental Term Loans. Pursuant to Section 2.4 (A) shall rank equal in right of payment and security with the Initial Term Loans, shall be secured only by all or a portion of the Credit AgreementCollateral securing the Secured Obligations and shall only be guaranteed by the Loan Parties, (B) except to the extent constituting Permitted Term Loan A Indebtedness, shall not mature earlier than the Initial Term Maturity Date, (C) except to the extent constituting Permitted Term Loan A Indebtedness, shall not have a shorter Weighted Average Life to Maturity than the remaining Initial Term Loans, (D) any Incremental Term Loans may participate on a pro rata basis or less than pro rata basis (but not, except in the case of any Refinancing of such Indebtedness, on a greater than a pro rata basis) in any mandatory prepayments of the Term Loans hereunder, as specified in the applicable Incremental Amendment, (E) except to the extent constituting Permitted Term Loan A Indebtedness, shall have a maturity date (subject to clause (B)), an amortization schedule (subject to clause (C)), and interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, AHYDO Catch-Up Payments, funding discounts, original issue discounts and prepayment terms (subject to clause (D)) and premiums for the satisfaction Incremental Term Loans as determined by the Borrower and the lenders of the conditions set forth Incremental Term Loans; provided that, in Section 4 hereof, on and as of the event that the Effective Date: Yield for any Incremental Term Loans (aother than Incremental Term Loans (w) Each Loan PartyIncurred pursuant to clause (B) of Section 2.20(b), (x) established pursuant to the proviso of Section 2.20(b), or (y) having a final maturity date that is more than two years after the Initial Term Maturity Date (clauses (w), (x) and (y), collectively, the Administrative Agent and each Incremental Term Loan Lender“MFN Exceptions”)), hereby agree incurred prior to the date that upon, and subject to, the occurrence of is one year after the Effective Date (as hereinafter defined)is greater than the Effective Yield for the Initial Term Loans by more than 0.50%, (i) such Incremental then the Applicable Rates for the Initial Term Loan Lender Loans shall be deemed increased to be, and shall become, a “the extent necessary so that the Effective Yield for the Initial Term Lender”, an “Incremental Lender” and a “Lender” for all purposes of, and subject to all the obligations of a “Term Lender”, an “Incremental Lender” and a “Lender” under, the Credit Agreement and the other Loan Documents, (ii) such Incremental Term Loan Lender shall have an Incremental Term Commitment that is Loans are equal to the amount set forth opposite such Effective Yield for the Incremental Term Loan Lender’s name under Loans minus 0.50% (this proviso, the heading “MFN Protection”); provided, further, that, with respect to any Incremental Term Loan Commitment” on Schedule 1 Loans that do not bear interest at a rate determined by reference to this Agreement and the Eurodollar Rate, for purposes of calculating the applicable increase (iiiif any) in the Applicable Rates for the Initial Term Loans in the immediately preceding proviso, the Applicable Rate for such Incremental Term Loan Lender’s Incremental Term Loans shall be deemed to be Term Loans for all purposes under the Credit Agreement. The Incremental Term Loan Lender’ Incremental Term Loan Commitments and interest rate (calculated after giving pro forma effect to any increases required pursuant to the immediately succeeding proviso) of such Incremental Term Loans provided pursuant to this Agreement shall be subject to all of less the then applicable Reference Rate; and (F) may otherwise have terms and conditions set forth different from those of the Initial Term Loans; provided that (x) except with respect to matters contemplated by clauses (B), (C), (D) and (E) above, any differences shall not be materially restrictive on the Borrower and its Restricted Subsidiaries (when taken as a whole) than the terms contained in this Agreement (except for covenants and other provisions applicable only to the Credit Agreement, periods after the Latest Maturity Date or added for the benefit of all Secured Parties) and shall be entitled to all (y) the benefits afforded by the Credit Agreement and the other Loan Documents. (b) Each Incremental Term Loan Lender hereby agrees to make documentation governing any Incremental Term Loans to the Borrower on the Effective Date in a principal amount not to exceed its respective Incremental Term Loan Commitment may include (I) any Previously Absent Financial Maintenance Covenant or (II) any Tighter Financial Maintenance Covenant so long as determined after giving effect to this Agreement). (c) Each Incremental Term Loan Lender: (i) confirms that it has received a copy of the Credit Agreement and the other Loan Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this agreement; (ii) agrees that it will, independently and without reliance upon the Administrative Agent shall have been given prompt written notice thereof and this Agreement is amended to include such Previously Absent Financial Maintenance Covenant or any arranger or similar agent or any other Incremental Term Loan Lender or any other Lender and based on such documents and information Tighter Financial Maintenance Covenant, as it shall deem appropriate at applicable, for the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (iii) appoints and authorizes the Agents to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement and the other Loan Documents as are delegated to the Agents by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; and (iv) agrees that it will perform in accordance with their terms all benefit of the obligations which by the terms of the Credit Agreement and the other Loan Documents required to be performed by it as a Lendereach Facility.