Common use of Incremental Term Loan Clause in Contracts

Incremental Term Loan. Subject to the terms and conditions set forth herein, the Borrower shall have the right, at any time and from time to time prior to the Term Loan Maturity Date, to incur additional Indebtedness under this Credit Agreement in the form of a term loan (each an “Incremental Term Facility”) by an aggregate amount of up to (a) ONE HUNDRED TWENTY-FIVE MILLION DOLLARS ($125,000,000) less (b) the sum of (i) the aggregate amount of increases in the Revolving Committed Amount pursuant to any Revolver Increase plus (ii) the aggregate amount of any prior Incremental Term Facilities established pursuant to this Section 2.2(e). The following terms and conditions shall apply to each Incremental Term Facility: (i) the loans made under any such Incremental Term Facility (each an “Additional Term Loan”) shall constitute Credit Party Obligations and will be secured and guaranteed with the other Credit Party Obligations on a pari passu basis, (ii) any such Incremental Term Facility shall have a maturity date no sooner than, and a weighted average life to maturity no shorter than, the Term Loan Maturity Date and the weighted average life to maturity of the Term Loans at such time, respectively, (iii) any such Incremental Term Facility shall be entitled to the same voting rights as the existing Term Loans and shall be entitled to receive proceeds of prepayments on a pro rata basis with the existing Term Loans, (iv) any such Incremental Term Facility shall be obtained from existing Lenders or from other banks, financial institutions or investment funds, (v) any such Incremental Term Facility shall be in a minimum principal amount of $25,000,000 and integral multiples of $1,000,000 in excess thereof, or, if less, the maximum remaining amount permitted pursuant to this Section 2.2(e), (vi) the proceeds of any Additional Term Loan will be used for the purposes set forth in Section 3.11, (vii) the Borrower shall execute a Term Note in favor of any new Lender or any existing Lender requesting a Term Note whose Term Loan Committed Amount is created or increased, (viii) the conditions to Extensions of Credit in Section 4.2 shall have been satisfied, (ix) the Administrative Agent shall have received an opinion or opinions (including, if reasonably requested by the Administrative Agent, local counsel opinions) of counsel for the Credit Parties, addressed to the Administrative Agent and the Lenders, in form and substance reasonably acceptable to the Administrative Agent, (x) if the interest rate margin on any Incremental Term Facility would be more than 0.25% greater than the Applicable Percentage for the existing Term Loan, the Applicable Percentage on the existing Term Loan shall be increased such that the Applicable Percentage on the existing Term Loan is 0.25% lower than the interest rate margin on the Incremental Term Facility, and (xi) the Administrative Agent shall have received from the Borrower updated financial projections for the remainder of the initial projection term set forth in Section 3.1 and an officer’s certificate, in each case in form and substance reasonably satisfactory to the Administrative Agent, demonstrating that, after giving effect to any such Incremental Term Facility on a Pro Forma Basis, the Borrower will be in compliance with the financial covenants set forth in Section 5.9 and no Default or Event of Default shall exist. No existing Lender shall have any obligation to provide all or any portion of the Incremental Term Facility. The Administrative Agent is authorized to enter into, on behalf of the Lenders, any amendment to this Credit Agreement or any other Credit Document as may be necessary to incorporate the terms of any new Incremental Term Facility therein.

Incremental Term Loan. Subject to the terms and conditions set forth herein, the Borrower shall have the right, at any time and from time to time prior to the Term Loan Credit-Linked Maturity Date, to incur additional Indebtedness under this Credit Agreement in the form of a term loan an increase to the Term Loan (each an the “Incremental Term FacilityLoan”) by an aggregate the amount of up to (a) ONE HUNDRED TWENTY-FIVE MILLION DOLLARS ($125,000,000) less (b) the sum of (i) the aggregate amount of increases in the Revolving Committed Amount pursuant to any Revolver Increase plus (ii) the aggregate amount of any prior Incremental Term Facilities established pursuant to this Section 2.2(e)75,000,000. The following terms and conditions shall apply to each Incremental Term FacilityLoan: (a) no Default or Event of Default shall have occurred and be continuing at the time of such increase, (b) the Borrower shall have received commitments from one or more existing Lenders or one or more new lenders for such increase (with any new lender to be reasonably acceptable to the Administrative Agent and the Borrower), (c) the Borrower shall be in pro forma compliance with (i) the loans made under any such Incremental Term Facility (each an “Additional Term Loan”) shall constitute Credit Party Obligations and will be secured and guaranteed with the other Credit Party Obligations on a pari passu basis, (ii) any such Incremental Term Facility shall have a maturity date no sooner than, and a weighted average life to maturity no shorter than, the Term Loan Maturity Date and the weighted average life to maturity of the Term Loans at such time, respectively, (iii) any such Incremental Term Facility shall be entitled to the same voting rights as the existing Term Loans and shall be entitled to receive proceeds of prepayments on a pro rata basis with the existing Term Loans, (iv) any such Incremental Term Facility shall be obtained from existing Lenders or from other banks, financial institutions or investment funds, (v) any such Incremental Term Facility shall be in a minimum principal amount of $25,000,000 and integral multiples of $1,000,000 in excess thereof, or, if less, the maximum remaining amount permitted pursuant to this Section 2.2(e), (vi) the proceeds of any Additional Term Loan will be used for the purposes covenants set forth in Section 3.115.9 and (ii) the Incurrence Test, in each case after giving effect to such increase, (vii) the Borrower shall execute a Term Note in favor of any new Lender or any existing Lender requesting a Term Note whose Term Loan Committed Amount is created or increased, (viii) the conditions to Extensions of Credit in Section 4.2 shall have been satisfied, (ixd) the Administrative Agent shall have received an a satisfactory legal opinion or opinions (including, if reasonably requested by the Administrative Agent, local counsel opinions) of counsel for the Credit Parties, addressed to the Administrative Agent Borrower and the Lenders, in form and substance such other documentation as it deems reasonably acceptable necessary to the Administrative Agenteffectuate such increase, (xe) the Incremental Term Loan shall not have a shorter maturity than the Term Loan, (f) the proceeds of the Incremental Term Loan shall only be used to refinance the 9.50% Senior Subordinated Notes, (g) the Weighted Average Life to Maturity of such Incremental Term Loan shall not be shorter than the Weighted Average Life to Maturity of the Term Loan and (h) if the interest rate margin on any Incremental Term Facility Loan would be more than 0.25% greater than the Applicable Percentage for the existing Term Loan, the Applicable Percentage on the existing Term Loan (and, correspondingly, the Credit-Linked Interest) shall be increased such that the Applicable Percentage on the existing Term Loan (and the Credit-Linked Interest) is 0.25% lower than equal to the interest rate margin on the Incremental Term Facility, and (xi) the Administrative Agent shall have received from the Borrower updated financial projections for the remainder of the initial projection term set forth in Section 3.1 and an officer’s certificate, in each case in form and substance reasonably satisfactory to the Administrative Agent, demonstrating that, after giving effect to any such Incremental Term Facility on a Pro Forma Basis, the Borrower will be in compliance with the financial covenants set forth in Section 5.9 and no Default or Event of Default shall exist. No existing Lender shall have any obligation to provide all or any portion of the Incremental Term FacilityLoan. The Administrative Agent is authorized to enter into, on behalf of the Lenders, any amendment to this Credit Agreement or any other Credit Document as may be necessary to incorporate the terms of any new the Incremental Term Facility Loan therein.

Incremental Term Loan. Subject Loan Parties and any one or more Lenders (including any Person not previously a Lender hereunder who executes and delivers an Assignment and Acceptance) may agree that such Lenders shall make an additional term loan facility available to Borrower, for the terms and conditions set forth hereinbenefit of Loan Parties, the Borrower shall have the right, at any time and from time to time prior to the Term Loan Maturity Date, to incur additional Indebtedness under this Credit Agreement in Subsection 1.1(F) (the form of a term loan (each an “Incremental Term Loan Facility”) ; the commitment thereunder, the “Incremental Term Loan Commitment” and the loans thereunder, the “Incremental Term Loans”). The Incremental Term Loan Facility shall be documented by an aggregate amount of up a supplement to (a) ONE HUNDRED TWENTY-FIVE MILLION DOLLARS ($125,000,000) less (b) this Agreement signed by Loan Parties, Administrative Agent and the sum of Lenders providing the Incremental Term Loan Commitment. Notwithstanding the foregoing: (i) the aggregate principal amount of increases in the Revolving Committed Amount pursuant to any Revolver Increase plus Incremental Term Loan Facility shall not exceed $75,000,000; (ii) the aggregate amount average life of any prior the Incremental Term Facilities established pursuant to this Section 2.2(e). The following terms and conditions shall apply to each Incremental Term Facility: (i) the loans made under any such Incremental Term Facility (each an “Additional Term Loan”) shall constitute Credit Party Obligations and will be secured and guaranteed with the other Credit Party Obligations on a pari passu basis, (ii) any such Incremental Term Loan Facility shall have a maturity date no sooner than, and a weighted not be less than the average life to maturity no shorter than, of the Term Loan Maturity Date and the weighted average life to maturity B Facility, determined as of the initial funding date for the Incremental Term Loans at such time, respectively, Loan Facility; (iii) any such the applicable interest rate margins for the Incremental Term Loan Facility shall be entitled to not exceed by more than 0.50% the same voting rights applicable interest rate margins for the Term Loan B Facility, determined as of the existing initial funding date for the Incremental Term Loans and shall be entitled to receive proceeds of prepayments on a pro rata basis with the existing Term Loans, Loan Facility; (iv) any such the Incremental Term Loan Facility shall be obtained from existing Lenders not contain covenants or from events of default other banks, financial institutions or investment funds, than the covenants and Events of Default set forth in this Agreement and applicable to all Loans; and (v) any such Incremental Term Facility shall be in a minimum principal amount of $25,000,000 and integral multiples of $1,000,000 in excess thereof, or, if less, the maximum remaining amount permitted pursuant to this Section 2.2(e), (vi) the proceeds of any Additional Term Loan will be used for the purposes set forth in Section 3.11, (vii) the Borrower shall execute a Term Note in favor of any new Lender or any existing Lender requesting a Term Note whose Term Loan Committed Amount is created or increased, (viii) the conditions to Extensions of Credit in Section 4.2 shall have been satisfied, (ix) the Administrative Agent shall have received an opinion or opinions (including, if reasonably requested by the Administrative Agent, local counsel opinions) of counsel for the Credit Parties, addressed to the Administrative Agent and the Lenders, in form and substance reasonably acceptable to the Administrative Agent, (x) if the interest rate margin on any Incremental Term Facility would be more than 0.25% greater than the Applicable Percentage for the existing Term Loan, the Applicable Percentage on the existing Term Loan shall be increased such that the Applicable Percentage on the existing Term Loan is 0.25% lower than the interest rate margin on the Incremental Term Facility, and (xi) the Administrative Agent shall have received from the Borrower updated financial projections for the remainder of the initial projection term set forth in Section 3.1 and an officer’s certificate, in each case in form and substance reasonably satisfactory to the Administrative Agent, demonstrating that, after giving effect to any such Incremental Term Facility on a Pro Forma Basis, the Borrower will be in compliance with the financial covenants set forth in Section 5.9 and no Default or Event of Default shall exist. No existing Lender shall have any obligation occurred and be continuing or result after giving effect to provide all or any portion of the Incremental Term FacilityLoan Facility and the borrowings contemplated thereunder, and Loan Parties shall be in pro forma compliance with the financial covenants contained in Article 4. The Administrative Agent is authorized Lenders shall have no obligation, and shall have no right, to enter into, on behalf of participate in the Lenders, any amendment to this Credit Agreement or any other Credit Document as may be necessary to incorporate the terms of any new Incremental Term Facility thereinLoan Commitment.

Incremental Term Loan. Subject to the terms and conditions set forth herein, the Borrower shall have the right, at any time and from time to time (but not to exceed three (3) increases in the aggregate) prior to the Term Loan Maturity Date, to incur additional Indebtedness under this Credit Agreement in the form of a term loan an increase to the Term Loan Committed Amount (each an “Incremental Term Facility”) by an aggregate amount of up to (a) ONE HUNDRED TWENTY-FIVE MILLION DOLLARS ($125,000,000) less (b) the sum of (i) the aggregate amount of increases in the Revolving Committed Amount pursuant to any Revolver Increase plus (ii) the aggregate amount of any prior Incremental Term Facilities established pursuant to this Section 2.2(e)50,000,000. The following terms and conditions shall apply to each Incremental Term Facility: (i) the loans made under any such Incremental Term Facility (each an “Additional Term Loan”) shall constitute Credit Party Obligations and will be secured and guaranteed with the other Credit Party Obligations on a pari passu basis, (ii) the interest rate margin applicable to such Incremental Term Facility (taking into account upfront fees payable to the Lenders making such Incremental Term Facility) may be higher than the then-current interest rate margin on the Term Loans, but by no more than 0.25% (it being understood that the existing Term Loan pricing will be increased and/or additional fees will be paid to existing Term Loan Lenders to the extent necessary to satisfy such requirement), (iii) any such Incremental Term Facility shall have a maturity date no sooner than, and a weighted average life to maturity no shorter than, the Term Loan Maturity Date and the weighted average life to maturity of the Term Loans at such timeLoans, respectively, (iiiiv) any such Incremental Term Facility shall be entitled to the same voting rights as the existing Term Loans and shall be entitled to receive proceeds of prepayments on a pro rata the same basis with as the existing Term Loans, (ivv) any such Incremental Term Facility shall be obtained from existing Lenders or from other banks, financial institutions or investment funds, in each case in accordance with the terms set forth below, (vvi) any such Incremental Term Facility shall be in a minimum principal amount of $25,000,000 10,000,000 and integral multiples of $1,000,000 in excess thereof, or, if less, the maximum remaining amount permitted pursuant to this Section 2.2(e), (vivii) the proceeds of any Additional Term Loan will be used for the purposes set forth in Section 3.11, (viiviii) the Borrower shall execute a Term Note in favor of any new Lender or any existing Lender requesting a Term Note whose Term Loan Committed Amount is created or increased, (viiiix) the conditions to Extensions of Credit in Section 4.2 shall have been satisfied, (ixx) the Administrative Agent shall have received an opinion or opinions (including, if reasonably requested by the Administrative Agent, local counsel opinions) of counsel for the Credit Parties, addressed to the Administrative Agent and the Lenders, in form and substance reasonably acceptable to the Administrative Agent, (x) if the interest rate margin on any Incremental Term Facility would be more than 0.25% greater than the Applicable Percentage for the existing Term Loan, the Applicable Percentage on the existing Term Loan shall be increased such that the Applicable Percentage on the existing Term Loan is 0.25% lower than the interest rate margin on the Incremental Term Facility, and (xi) the Administrative Agent shall have received from the Borrower updated financial projections for the remainder of the initial projection term set forth in Section 3.1 and an officer’s certificate, in each case in form and substance reasonably satisfactory to the Administrative Agent, demonstrating that, after giving effect to any such Incremental Term Facility on a Pro Forma Basis, the Borrower will be in compliance with the financial covenants set forth in Section 5.9 5.9, the Consolidated Leverage Ratio after giving effect to such Incremental Term Facility shall be less than 4.25 to 1.0 and no Default or Event of Default shall exist. No Participation in the Incremental Term Facility shall be offered first to each of the existing Lenders, but each such Lender shall have any no obligation to provide all or any portion of the Incremental Term Facility. If the amount of the Incremental Term Facility requested by the Borrower shall exceed the commitments which the existing Lenders are willing to provide with respect to such Incremental Term Facility, then the Borrower may invite other banks, financial institutions and investment funds reasonably acceptable to the Administrative Agent to join this Credit Agreement as Lenders hereunder for the portion of such Incremental Term Facility not taken by existing Lenders, provided that such other banks, financial institutions and investment funds shall enter into such joinder agreements to give effect thereto as the 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 other Credit Document as may be necessary to incorporate the terms of any new Incremental Term Facility therein.

Incremental Term Loan. Subject At any time during the period from the Effective Date until the Term Loan Commitment Termination Date, at the option of the Borrowers (but subject to the terms and conditions set forth hereinin clause (b) below), the Borrower shall have the right, at any time and from time to time prior to the Total Term Loan Maturity Date, to incur additional Indebtedness under this Credit Agreement in the form of a term loan (each an “Incremental Term Facility”) Commitments may be increased by an aggregate amount of up not to exceed $55,000,000 (a) ONE HUNDRED TWENTY-FIVE MILLION DOLLARS ($125,000,000) less (b) such increase, the sum of (i) the aggregate amount of increases in the Revolving Committed Amount pursuant to any Revolver Increase plus (ii) the aggregate amount of any prior “Incremental Term Facilities established pursuant to this Section 2.2(eLoan Commitments”). ​ The following terms and conditions Agent shall apply invite each Lender to each increase its Term Loan Commitment (it being understood that no Lender shall be obligated to increase its Term Loan Commitment) in connection with the proposed Incremental Term Facility: (i) the loans made under any Loan Commitments, and if sufficient Lenders do not agree to increase their Term Loan Commitments in connection with such proposed Incremental Term Facility (each an “Additional Term Loan”) shall constitute Credit Party Obligations and will be secured and guaranteed Loan Commitments, then the Agent or the Administrative Borrower may invite any prospective lender who is reasonably satisfactory to the Agent to become a Lender in connection with the other Credit Party Obligations on a pari passu basis, (ii) any such proposed Incremental Term Facility shall have a maturity date no sooner than, and a weighted average life to maturity no shorter than, the Loan Commitments. The aggregate Incremental Term Loan Maturity Date and the weighted average life to maturity of the Term Loans at such time, respectively, (iii) any such Incremental Term Facility shall be entitled to the same voting rights as the existing Term Loans and shall be entitled to receive proceeds of prepayments on a pro rata basis with the existing Term Loans, (iv) any such Incremental Term Facility shall be obtained from existing Lenders or from other banks, financial institutions or investment funds, (v) any such Incremental Term Facility Commitments shall be in a minimum principal an amount of at least $25,000,000 and integral multiples of $1,000,000 5,000,000 in excess thereof, or, if less, . In no event may the maximum remaining amount permitted Total Term Loan Commitment be increased pursuant to this Section 2.2(e2.13 on more than one occasion. Each of the following shall be conditions precedent to the Incremental Term Loan Commitments and the making of the additional portion of the Term Loan (the “Incremental Term Loan”) in connection therewith: the Agent or the Borrowers shall have obtained the commitment of one or more Lenders (or other prospective lenders) reasonably satisfactory to the Agent to provide the Incremental Term Loan Commitments and any such Lenders (or prospective lenders), (vi) each Loan Party and the proceeds of any Additional Term Loan will be used for the purposes set forth in Section 3.11, (vii) the Borrower shall execute a Term Note in favor of any new Lender or any existing Lender requesting a Term Note whose Term Loan Committed Amount is created or increased, (viii) the conditions to Extensions of Credit in Section 4.2 shall have been satisfied, (ix) the Administrative Agent shall have received signed a joinder agreement to this Agreement (an opinion or opinions (including“Incremental Joinder”), if reasonably requested by the Administrative Agent, local counsel opinions) of counsel for the Credit Parties, addressed to the Administrative Agent and the Lenders, in form and substance reasonably acceptable to the Administrative Agent, (x) if the interest rate margin on any Incremental Term Facility would be more than 0.25% greater than the Applicable Percentage for the existing Term Loan, the Applicable Percentage on the existing Term Loan shall be increased such that the Applicable Percentage on the existing Term Loan is 0.25% lower than the interest rate margin on the Incremental Term Facility, and (xi) the Administrative Agent shall have received from the Borrower updated financial projections for the remainder of the initial projection term set forth in Section 3.1 and an officer’s certificate, in each case in form and substance reasonably satisfactory to the Administrative Agent; each of the conditions precedent set forth in Section 5.02 shall have been satisfied prior to the making of the Incremental Term Loans; and the proceeds of the Incremental Term Loans shall be used solely to (A) fund a portion of the cash consideration and working capital needs payable in connection with the Kilimanjaro Acquisition, (B) repay the Mondee Group Subordinated Notes to the extent permitted under the Mondee Group Subordination Agreement, (C) pay fees and expenses incurred in connection with the transactions contemplated by clauses (A) and (B) above, (D) after the incurrence of ABL Indebtedness, repay any amounts borrowed under the ABL Agreement, and (E) fund general corporate purposes of the Loan Parties. Any Incremental Joinder may, with the consent of the Agent, demonstrating thatthe Administrative Borrower and the Lenders or prospective lenders agreeing to the proposed Incremental Term Loan Commitments, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate to effectuate the provisions of this Section 2.13. Unless otherwise specifically provided herein, (i) all references in this Agreement and any other Loan Document to the Term Loans shall be deemed, unless the context otherwise requires, to include the Incremental Term Loans made pursuant to the Incremental Term Loan Commitments pursuant to this Section 2.13. The Incremental Term Loans (and all interest, fees and other amounts payable thereon) (i) shall be Term Loans under this Agreement and the other Loan Documents, (ii) shall be on the same terms as the initial Term Loans (including, without limitation, the Applicable Margin, Applicable Premium and Final Maturity Date applicable to such initial Term Loans) and (iii) shall share ratably in the right of repayment and prepayment with the initial Term Loans pursuant to Section 2.03 and Section 2.05. ​ ​ The Incremental Term Loan Commitments and Incremental Term Loans established pursuant to this Section 2.13 shall constitute a Term Loan Commitment and a Term Loan under, and shall be entitled to all the benefits afforded by this Agreement and 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. The Loan Parties shall take any actions reasonably required by the Agent to ensure and demonstrate that the Liens and security interests granted by the Loan Documents continue to be perfected under the Code or otherwise after giving effect to any such Incremental Term Facility on a Pro Forma Basis, the Borrower will be in compliance with the financial covenants set forth in Section 5.9 and no Default or Event of Default shall exist. No existing Lender shall have any obligation to provide all or any portion establishment of the Incremental Term Facility. The Administrative Agent is authorized to enter into, on behalf of Loan Commitments and the Lenders, any amendment to this Credit Agreement or any other Credit Document as may be necessary to incorporate the terms of any new Incremental Term Facility therein.Loans. IV. ​ APPLICATION OF PAYMENTS; DEFAULTING LENDERS;

Incremental Term Loan. Subject to Borrower and any one or more Lenders (including any Person not previously a Lender hereunder who executes and delivers a Lender Addition Agreement) may agree that such Lenders shall make an additional term loan facility available under this Subsection 1.1(D) (the terms and conditions set forth herein"Incremental Term Loan Facility"; the commitments thereunder, the "Incremental Term Loan Commitments"; and the loans thereunder, the "Incremental Term Loans"). Such Incremental Term Loan Facility shall be documented by a supplement to this Agreement signed by Borrower and the Lenders providing the Incremental Term Loan Commitments. Notwithstanding the foregoing, (i) the aggregate principal amount of the Incremental Term Loan Facility shall have not exceed the rightlesser of (a) $30,000,000 or (b) ten percent of the net book value of all assets of Borrower and the Restricted Subsidiaries as of the last day of the fiscal year preceding the year in which the Incremental Term Loan Commitments are established minus all releases during the fiscal year in which the Incremental Term Loan Commitments are established permitted pursuant to clause (b) of Subsection 8.2(I)(1); (ii) no Incremental Term Loan Commitment shall be established prior to January 1, at any time and from time to time 2003; (iii) the stated maturity date of the Incremental Term Loan Facility shall not be prior to the Term Loan B Maturity Date, to incur additional Indebtedness under this Credit Agreement in ; (iv) the form of a term loan (each an “Incremental Term Facility”) by an aggregate amount of up to (a) ONE HUNDRED TWENTY-FIVE MILLION DOLLARS ($125,000,000) less (b) the sum of (i) the aggregate amount of increases in the Revolving Committed Amount pursuant to any Revolver Increase plus (ii) the aggregate amount of any prior Incremental Term Facilities established pursuant to this Section 2.2(e). The following terms and conditions shall apply to each Incremental Term Facility: (i) the loans made under any such Incremental Term Facility (each an “Additional Term Loan”) shall constitute Credit Party Obligations and will be secured and guaranteed with the other Credit Party Obligations on a pari passu basis, (ii) any such Incremental Term Loan Facility shall not have a maturity date no sooner than, and a weighted average life to maturity no shorter than, less than the Term Loan Maturity Date and the weighted average life to maturity of the Term Loans at such time, respectively, (iii) any such Incremental Term Facility shall be entitled to the same voting rights as the existing Term Loans and shall be entitled to receive proceeds of prepayments on a pro rata basis with the existing Term Loans, (iv) any such Incremental Term Facility shall be obtained from existing Lenders or from other banks, financial institutions or investment funds, B; (v) any such the Incremental Term Loan Facility shall be not contain covenants or events of default that are more restrictive than the covenants and Events of Default set forth in a minimum principal amount of $25,000,000 this Agreement; and integral multiples of $1,000,000 in excess thereof, or, if less, the maximum remaining amount permitted pursuant to this Section 2.2(e), (vi) the proceeds of any Additional Term Loan will be used for the purposes set forth in Section 3.11, (vii) the Borrower shall execute a Term Note in favor of any new Lender or any existing Lender requesting a Term Note whose Term Loan Committed Amount is created or increased, (viii) the conditions to Extensions of Credit in Section 4.2 shall have been satisfied, (ix) the Administrative Agent shall have received an opinion or opinions (including, if reasonably requested by the Administrative Agent, local counsel opinions) of counsel for the Credit Parties, addressed to the Administrative Agent and the Lenders, in form and substance reasonably acceptable to the Administrative Agent, (x) if the interest rate margin on any Incremental Term Facility would be more than 0.25% greater than the Applicable Percentage for the existing Term Loan, the Applicable Percentage on the existing Term Loan shall be increased such that the Applicable Percentage on the existing Term Loan is 0.25% lower than the interest rate margin on the Incremental Term Facility, and (xi) the Administrative Agent shall have received from the Borrower updated financial projections for the remainder of the initial projection term set forth in Section 3.1 and an officer’s certificate, in each case in form and substance reasonably satisfactory to the Administrative Agent, demonstrating that, after giving effect to any such the Incremental Term Loan Facility on a Pro Forma Basisand the borrowings contemplated thereunder, the Borrower will be in compliance with the financial covenants set forth in Section 5.9 and no Default or Event of Default shall existhave occurred and be continuing and Borrower shall be in pro forma compliance with the financial covenants contained in Article 4. No existing Lender Lenders shall have any obligation no obligation, and shall have no right, to provide all or any portion of the participate in Incremental Term Loan Facility. The Administrative Agent is authorized to enter into, on behalf of the Lenders, any amendment to this Credit Agreement or any other Credit Document as may be necessary to incorporate the terms of any new Incremental Term Facility therein.

Incremental Term Loan. Subject Loan Parties and any one or more Lenders (including any Person not previously a Lender hereunder who executes and delivers a Lender Addition Agreement) may agree that such Lenders shall make an additional term loan facility available to Borrower, for the terms and conditions set forth hereinbenefit of Loan Parties, the Borrower shall have the right, at any time and from time to time prior to the Term Loan Maturity Date, to incur additional Indebtedness under this Credit Agreement in Subsection 1.1(F) (the form of a term loan (each an “Incremental Term Loan Facility”) ; the commitment thereunder, the “Incremental Term Loan Commitment” and the loans thereunder, the “Incremental Term Loans”). The Incremental Term Loan Facility shall be documented by an aggregate amount of up a supplement to (a) ONE HUNDRED TWENTY-FIVE MILLION DOLLARS ($125,000,000) less (b) this Agreement signed by Loan Parties, Administrative Agent and the sum of Lenders providing the Incremental Term Loan Commitment. Notwithstanding the foregoing: (i) the aggregate principal amount of increases in the Revolving Committed Amount pursuant to any Revolver Increase plus Incremental Term Loan Facility shall not exceed $75,000,000; (ii) the aggregate amount average life of any prior the Incremental Term Facilities established pursuant to this Section 2.2(e). The following terms and conditions shall apply to each Incremental Term Facility: (i) the loans made under any such Incremental Term Facility (each an “Additional Term Loan”) shall constitute Credit Party Obligations and will be secured and guaranteed with the other Credit Party Obligations on a pari passu basis, (ii) any such Incremental Term Loan Facility shall have a maturity date no sooner than, and a weighted not be less than the average life to maturity no shorter than, of the Term Loan Maturity Date and the weighted average life to maturity B Facility, determined as of the initial funding date for the Incremental Term Loans at such time, respectively, Loan Facility; (iii) any such the applicable interest rate margins for the Incremental Term Loan Facility shall be entitled to not exceed by more than 0.50% the same voting rights applicable interest rate margins for the Term Loan B Facility, determined as of the existing initial funding date for the Incremental Term Loans and shall be entitled to receive proceeds of prepayments on a pro rata basis with the existing Term Loans, Loan Facility; (iv) any such the Incremental Term Loan Facility shall be obtained from existing Lenders not contain covenants or from events of default other banks, financial institutions or investment funds, than the covenants and Events of Default set forth in this Agreement and applicable to all Loans; and (v) any such Incremental Term Facility shall be in a minimum principal amount of $25,000,000 and integral multiples of $1,000,000 in excess thereof, or, if less, the maximum remaining amount permitted pursuant to this Section 2.2(e), (vi) the proceeds of any Additional Term Loan will be used for the purposes set forth in Section 3.11, (vii) the Borrower shall execute a Term Note in favor of any new Lender or any existing Lender requesting a Term Note whose Term Loan Committed Amount is created or increased, (viii) the conditions to Extensions of Credit in Section 4.2 shall have been satisfied, (ix) the Administrative Agent shall have received an opinion or opinions (including, if reasonably requested by the Administrative Agent, local counsel opinions) of counsel for the Credit Parties, addressed to the Administrative Agent and the Lenders, in form and substance reasonably acceptable to the Administrative Agent, (x) if the interest rate margin on any Incremental Term Facility would be more than 0.25% greater than the Applicable Percentage for the existing Term Loan, the Applicable Percentage on the existing Term Loan shall be increased such that the Applicable Percentage on the existing Term Loan is 0.25% lower than the interest rate margin on the Incremental Term Facility, and (xi) the Administrative Agent shall have received from the Borrower updated financial projections for the remainder of the initial projection term set forth in Section 3.1 and an officer’s certificate, in each case in form and substance reasonably satisfactory to the Administrative Agent, demonstrating that, after giving effect to any such Incremental Term Facility on a Pro Forma Basis, the Borrower will be in compliance with the financial covenants set forth in Section 5.9 and no Default or Event of Default shall exist. No existing Lender shall have any obligation occurred and be continuing or result after giving effect to provide all or any portion of the Incremental Term FacilityLoan Facility and the borrowings contemplated thereunder, and Loan Parties shall be in pro forma compliance with the financial covenants contained in Article 4. The Administrative Agent is authorized Lenders shall have no obligation, and shall have no right, to enter into, on behalf of participate in the Lenders, any amendment to this Credit Agreement or any other Credit Document as may be necessary to incorporate the terms of any new Incremental Term Facility thereinLoan Commitment.

Incremental Term Loan. Subject to the terms and conditions set forth herein, the Borrower shall have the right, at any time and from time to time (but not to exceed two (2) increases in the aggregate) prior to the Term Loan Maturity Date, to incur additional Indebtedness under this Credit Agreement in the form of a term loan an increase to the Term Loan Committed Amount (each an “"Incremental Term Facility”") by an aggregate amount of up to (a) ONE HUNDRED TWENTYSEVENTY-FIVE MILLION DOLLARS ($125,000,000) less (b) the sum of (i) the aggregate amount of increases in the Revolving Committed Amount pursuant to any Revolver Increase plus (ii) the aggregate amount of any prior Incremental Term Facilities established pursuant to this Section 2.2(e75,000,000). The following terms and conditions shall apply to each Incremental Term Facility: (i) the loans made under any such Incremental Term Facility (each an “"Additional Term Loan”") shall constitute Credit Party Obligations and will be secured and guaranteed with the other Credit Party Obligations on a pari passu basis, (ii) the yield on such Incremental Term Facility (taking into account upfront fees payable to the Lenders making such Incremental Term Facility) may be higher than the then-current interest rate margin on the Term Loans, but by no more than 0.50% (it being understood that the existing Term Loan pricing will be increased and/or additional fees will be paid to existing Term Loan Lenders to the extent necessary to satisfy such requirement), (iii) any such Incremental Term Facility shall have a maturity date no sooner than, and a weighted average life to maturity no shorter than, the Term Loan Maturity Date and the weighted average life to maturity of the Term Loans at such timeLoans, respectively, (iiiiv) any such Incremental Term Facility shall be entitled to the same voting rights as the existing Term Loans and shall be entitled to receive proceeds of prepayments on a pro rata the same basis with as the existing Term Loans, (ivv) any such Incremental Term Facility shall be obtained from existing Lenders or from other banks, financial institutions or investment funds, in each case in accordance with the terms set forth below, (vvi) any such Incremental Term Facility shall be in a minimum principal amount of $25,000,000 20,000,000 and integral multiples of $1,000,000 in excess thereof, or, if less, the maximum remaining amount permitted pursuant to this Section 2.2(e), (vivii) the proceeds of any Additional Term Loan will be used for the purposes set forth in Section 3.11, (viiviii) the Borrower shall execute a Term Note in favor of any new Lender or any existing Lender requesting a Term Note whose Term Loan Committed Amount is created or increased, (viiiix) the conditions to Extensions of Credit in Section 4.2 shall have been satisfied, (ixx) the Administrative Agent shall have received an opinion or opinions (including, if reasonably requested by the Administrative Agent, local counsel opinions) of counsel for the Credit Parties, addressed to the Administrative Agent and the Lenders, in form and substance reasonably acceptable to the Administrative Agent, (x) if the interest rate margin on any Incremental Term Facility would be more than 0.25% greater than the Applicable Percentage for the existing Term Loan, the Applicable Percentage on the existing Term Loan shall be increased such that the Applicable Percentage on the existing Term Loan is 0.25% lower than the interest rate margin on the Incremental Term Facility, and (xi) the Administrative Agent shall have received from the Borrower updated financial projections for the remainder of the initial projection term set forth in Section 3.1 and an officer’s 's certificate, in each case in form and substance reasonably satisfactory to the Administrative Agent, demonstrating that, after giving effect to any such Incremental Term Facility on a Pro Forma Basis, the Borrower will be in compliance with the financial covenants set forth in Section 5.9 and no Default or Event of Default shall exist. No existing Lender shall have any obligation notwithstanding whether the Consolidated Leverage Ratio is otherwise required to provide all or any portion of the Incremental Term Facilitybe calculated pursuant to Section 5.9 at such time. The Administrative Agent is authorized to enter into, on behalf of the Lenders, any amendment to this Credit Agreement or any other Credit Document as may be necessary to incorporate the terms of any new Incremental Term Facility therein.

Incremental Term Loan. Subject to the terms and conditions set forth of this Agreement and in reliance upon the representations and warranties of the Borrowers contained herein, the Designated Borrower shall have the rightmay, at any time and from time to time prior to after the Closing Date, request that the Term Lenders increase their Term Loan Maturity DateCommitments (each, to incur additional Indebtedness under this Credit Agreement in the form of a term loan (each an “Incremental Term Facility”) by an aggregate amount of up to (a) ONE HUNDRED TWENTY-FIVE MILLION DOLLARS ($125,000,000) less (b) Loan Commitment” and the sum of (i) the aggregate amount of increases in the Revolving Committed Amount pursuant to any Revolver Increase plus (ii) the aggregate amount of any prior Incremental Term Facilities established pursuant to this Section 2.2(e). The following terms and conditions shall apply to each Incremental Term Facility: (i) the term loans made under any such Incremental Term Facility (each thereunder, an “Additional Incremental Term Loan”) shall constitute Credit Party Obligations and will be secured and guaranteed with the other Credit Party Obligations on a pari passu basisin an aggregate amount not to exceed $25,000,000; provided that, (iii) any such Incremental Term Facility shall have a maturity date no sooner than, and a weighted average life to maturity no shorter than, the Term Loan Maturity Date and the weighted average life to maturity of the Term Loans at such time, respectively, (iii) any such Incremental Term Facility shall be entitled to the same voting rights as the existing Term Loans and shall be entitled to receive proceeds of prepayments on a pro rata basis with the existing Term Loans, (iv) any such Incremental Term Facility shall be obtained from existing Lenders or from other banks, financial institutions or investment funds, (v) any such Incremental Term Facility shall be in a minimum principal amount of $25,000,000 and integral multiples of $1,000,000 in excess thereof, or, if less, the maximum remaining amount permitted pursuant to this Section 2.2(e), (vi) the proceeds of any Additional Term Loan will be used for the purposes set forth in Section 3.11, (vii) the Borrower shall execute a Term Note in favor of any new Lender or any existing Lender requesting a Term Note whose Term Loan Committed Amount is created or increased, (viii) the conditions to Extensions of Credit in Section 4.2 shall have been satisfied, (ix) the Administrative Agent shall have received an opinion or opinions (including, if reasonably requested by the Administrative Agent, local counsel opinions) of counsel for the Credit Parties, addressed to the Administrative Agent and the Lenders, in form and substance reasonably acceptable to the Administrative Agent, (x) if the interest rate margin on any Incremental Term Facility would be more than 0.25% greater than the Applicable Percentage for the existing Term Loan, the Applicable Percentage on the existing Term Loan shall be increased such that the Applicable Percentage on the existing Term Loan is 0.25% lower than the interest rate margin on the Incremental Term Facility, and (xi) the Administrative Agent shall have received from the Borrower updated financial projections for the remainder of the initial projection term set forth in Section 3.1 and an officer’s certificate, in each case in form and substance reasonably satisfactory to the Administrative Agent, demonstrating that, after giving effect to any such Incremental Term Facility on a Pro Forma Basis, the Borrower will be in compliance with the financial covenants set forth in Section 5.9 and no Default or Event of Default shall existhave occurred and be continuing on such requested funding date or arise as a result of the funding of such Incremental Term Loan, (ii) the representations and warranties of the Borrowers set forth in this Agreement and in any other Loan Document shall be true and correct in all material respects (or, in the case of any such representation or warranty already qualified by materiality, in all respects) on and as of such requested funding date (or, in the case of any such representation or warranty expressly stated to have been made as of a specific date, as of such specific date), (iii) the proceeds of any each such Incremental Term Loan shall be used solely to finance Permitted Acquisitions consummated substantially concurrently with the incurrence thereof and to fund fees and expenses associated with the consummation of such Permitted Acquisitions; and (iv) any such increase shall be on terms and conditions acceptable to the Term Agent, and the Borrowers shall have entered into an amendment to this Agreement in form and substance acceptable to the Term Agent reflecting such terms and conditions, in all cases, in the Term Agent’s sole discretion. No existing Lender None of Crystal, the Term Agent, any Term Lender, or any other Person shall have any obligation to provide all approve or make any Incremental Term Loan. When requesting any Incremental Term Loan, the Designated Borrower shall deliver to the Term Agent a certificate from a Responsible Officer of the Designated Borrower, in form and substance satisfactory to the Term Agent, certifying to the above conditions precedent. Any Incremental Term Loan shall be on substantially the same terms as the existing facility under this Agreement. Any portion of the any Incremental Term Facility. The Administrative Agent is authorized to enter into, on behalf of the Lenders, any amendment to this Credit Agreement Loan repaid or any other Credit Document as prepaid may not be necessary to incorporate the terms of any new Incremental Term Facility thereinreborrowed.

Incremental Term Loan. Subject By written notice sent to the terms and conditions set forth hereinAdministrative Agent, the Borrower shall have the right, may at any time and from time to time prior after the earlier of the Acquisition Funding Date and the Commitment Termination Date request to add one or more tranches of term loans (the Term Loan Maturity Date, to incur additional Indebtedness under this Credit Agreement in the form of a term loan (each an “Incremental Term FacilityLoans” and, together with the Limited Condition Transaction Revolving Commitments and Revolving Commitment Increases, the “Incremental Extensions of Credit”) by an aggregate amount equal to any integral multiple of up $5,000,000 on terms and conditions agreed to by the Borrower, the Administrative Agent and each additional bank, financial institution, existing Lender or other Person that elects to provide such Incremental Term Loans, each as approved by the Borrower (a) ONE HUNDRED TWENTY-FIVE MILLION DOLLARS ($125,000,000) less (b) and, solely to the sum extent the approval of the Administrative Agent would otherwise be required for an assignment of Term Loans to such Person, the Administrative Agent); provided that at the time of each such request and upon the effectiveness of each Incremental Facility Amendment, (i) the aggregate amount of increases in the Revolving Committed Amount pursuant to any Revolver Increase plus no Default shall have occurred and be continuing or shall result therefrom and (ii) the aggregate sum of, without duplication (A) the total amount of any prior Incremental Term Facilities established pursuant to this Section 2.2(e). The following terms all Commitments and conditions shall apply to each Incremental Term Facility: Limited Condition Transaction Revolving Commitments (i) the loans made under any such Incremental Term Facility (each an “Additional Term Loan”) shall constitute Credit Party Obligations and will be secured and guaranteed with the other Credit Party Obligations on a pari passu basis, (ii) any such Incremental Term Facility shall have a maturity date no sooner than, and a weighted average life to maturity no shorter than, the Term Loan Maturity Date and the weighted average life to maturity of the Term Loans at such time, respectively, (iii) any such Incremental Term Facility shall be entitled to the same voting rights as the existing Term Loans and shall be entitled to receive proceeds of prepayments on a pro rata basis with the existing Term Loans, (iv) any such Incremental Term Facility shall be obtained from existing Lenders or from other banks, financial institutions or investment funds, (v) any such Incremental Term Facility shall be in a minimum principal amount of $25,000,000 and integral multiples of $1,000,000 in excess thereof, or, if less, the maximum remaining amount permitted pursuant to this Section 2.2(e), (vi) the proceeds of any Additional Term Loan will be used for the purposes set forth in Section 3.11, (vii) the Borrower shall execute a Term Note in favor of any new Lender or any existing Lender requesting a Term Note whose Term Loan Committed Amount is created or increased, (viii) the conditions to Extensions of Credit in Section 4.2 shall have been satisfied, (ix) the Administrative Agent shall have received an opinion or opinions (including, if reasonably requested by the Administrative Agent, local counsel opinions) of counsel for the Credit Parties, addressed to the Administrative Agent and the Lenders, in form and substance reasonably acceptable to the Administrative Agent, (x) if the interest rate margin on any Incremental Term Facility would be more than 0.25% greater than the Applicable Percentage for the existing Term Loan, the Applicable Percentage on the existing Term Loan shall be increased such that the Applicable Percentage on the existing Term Loan is 0.25% lower than the interest rate margin on the Incremental Term Facility, and (xi) the Administrative Agent shall have received from the Borrower updated financial projections for the remainder of the initial projection term set forth in Section 3.1 and an officer’s certificate, in each case in form and substance reasonably satisfactory to the Administrative Agent, demonstrating thatcase, after giving effect to any increase or effectiveness of Incremental Facility Amendment pursuant to clause (a) preceding), plus (B) the initial principal amount of all Term Loans (including the Tranche A Term Loans and any Incremental Term Loans) after giving effect to the incurrence of such Incremental Term Facility on Loans, and in each case giving effect to any repayment or refinancing (or replacement of Commitments) to occur in connection therewith, shall not exceed Incremental Amount; provided, further that notwithstanding the foregoing or anything to the contrary herein, if the proceeds of such Incremental Term Loans will be used to finance a Pro Forma BasisLimited Condition Transaction, at the Borrower’s option, the Borrower will be in compliance with the financial covenants condition set forth in Section 5.9 clause (i) above shall be tested at the time a definitive agreement for such Limited Condition Transaction has been entered into unless otherwise set forth in the applicable Incremental Facility Amendment. The Incremental Term Loans (i) shall rank pari passu in right of payment in respect of the Revolving Commitments and the Tranche A Term Loans, (ii) for purposes of prepayments, shall be treated substantially the same as (and in any event no Default more favorably than) the Tranche A Term Loans and (iii) other than amortization, pricing, fees or Event of Default shall exist. No existing Lender maturity date, shall have the same terms as the Tranche A Term Loans; provided (A) that any obligation to provide all or Incremental Term Loan shall not have a final maturity date earlier than the Tranche A Term Maturity Date, and (B) any portion Incremental Term Loan shall not have a weighted average life that is shorter than the weighted average life of the Incremental then-remaining Tranche A Term Facility. The Administrative Agent is authorized to enter into, on behalf of the Lenders, any amendment to this Credit Agreement or any other Credit Document as may be necessary to incorporate the terms of any new Incremental Term Facility thereinLoans.

Incremental Term Loan. Subject to the terms and conditions set forth herein, the Borrower shall have the right, at any time and from time to time prior to the Term Loan Maturity Date, to incur additional Indebtedness under this Credit Agreement in the form of a term loan (each an “Incremental Term Facility”) by an aggregate amount of up to (a) ONE HUNDRED TWENTY-FIVE FIFTY MILLION DOLLARS ($125,000,00050,000,000) less (b) the sum of (i) the aggregate amount of increases in the Revolving Committed Amount pursuant to any Revolver Increase plus (ii) the aggregate amount of any prior Incremental Term Facilities established pursuant to this Section 2.2(e). The following terms and conditions shall apply to each Incremental Term Facility: (i) the loans made under any such Incremental Term Facility (each an “Additional Term Loan”) shall constitute Credit Party Obligations and will be secured and guaranteed with the other Credit Party Obligations on a pari passu basis, (ii) unless the Administrative Agent otherwise consents in its sole discretion, the maturity date of any such Incremental Term Facility shall have a maturity date no sooner than, and a weighted average life to maturity no shorter than, be coterminous with the Term Loan Maturity Date and the weighted average life to maturity of the Term Loans at such time, respectivelyDate, (iii) any such Incremental Term Facility shall be entitled to the same voting rights as the existing Term Loans and shall be entitled to receive proceeds of prepayments on a pro rata basis with the existing Term Loans, (iv) any such Incremental Term Facility shall be obtained from existing Lenders or from other banks, financial institutions or investment funds, (v) any such Incremental Term Facility shall be in a minimum principal amount of $25,000,000 and integral multiples of $1,000,000 in excess thereof, or, if less, the maximum remaining amount permitted pursuant to this Section 2.2(e), (vi) the proceeds of any Additional Term Loan will be used for the purposes set forth in Section 3.11, (vii) the Borrower shall execute a Term Note in favor of any new Lender or any existing Lender requesting a Term Note whose Term Loan Committed Amount is created or increased, (viii) the conditions to Extensions of Credit in Section 4.2 shall have been satisfied, (ix) the Administrative Agent shall have received an opinion or opinions (including, if reasonably requested by the Administrative Agent, local counsel opinions) of counsel for the Credit Parties, addressed to the Administrative Agent and the Lenders, in form and substance reasonably acceptable to the Administrative Agent, (x) if the interest rate margin on any applicable to such Incremental Term Facility would (taking into account upfront fees payable to the Lenders making such Incremental Term Facility or any original issue discount thereon, in each case in excess of fees or original issue discount paid on the Closing Date) may be more than 0.25% greater higher than the Applicable Percentage for the existing Term Loan, the Applicable Percentage on the existing Term Loan shall be increased such that the Applicable Percentage on the existing Term Loan is 0.25% lower than the then-current interest rate margin on the existing Term Loans, but by no more than 0.25%, and if the Incremental Term FacilityFacility includes an interest rate floor and the addition of such floor to the LIBOR Rate or the Alternate Base Rate would cause an increase in the interest rate then in effect under the existing Term Loans, and such floor shall be added to the LIBOR Rate or the Alternate Base Rate (it being understood that the existing Term Loan pricing will be increased and/or additional fees will be paid to existing Term Loan Lenders to the extent necessary to satisfy such requirement), (xi) the Administrative Agent shall have received from the Borrower updated financial projections for the remainder of the initial projection term set forth in Section 3.1 and an officer’s certificate, in each case in form and substance reasonably satisfactory to the Administrative Agent, demonstrating that, after giving effect to any such Incremental Term Facility on a Pro Forma Basis, the Borrower will be in compliance with the financial covenants set forth in Section 5.9 and no Default or Event of Default shall exist. No existing Lender shall have any obligation to provide all or any portion of the Incremental Term Facility. The Administrative Agent is authorized to enter into, on behalf of the Lenders, any amendment to this Credit Agreement or any other Credit Document as may be necessary to incorporate the terms of any new Incremental Term Facility therein.

Incremental Term Loan. At any time prior to the one year anniversary of the Closing Date, the Borrower may by written notice to the Administrative Agent elect to request the establishment of an incremental term loan commitment (the “Incremental Term Loan Commitments”), by an amount not in excess of $50,000,000. During such period the Borrower may make only one such request. Such notice shall specify the date (the “Increased Amount Date”) on which the Borrower proposes that the Incremental Term Loan Commitments shall be effective, which shall be (x) a date not less than ten (10) Business Days after the date on which such notice is delivered to the Administrative Agent and (y) in any event, on or prior to the one year anniversary of the Closing Date. Upon receipt of such notice, the Administrative Agent may, in its reasonable discretion, in consultation with the Borrower, or the Borrower may, arrange a syndicate of lenders to provide the Incremental Term Loans (as defined below), which syndicate shall consist of existing Lenders or any other Persons that are Eligible Assignees (each, a “Incremental Term Loan Lender”) to whom the Borrower proposes any portion of such Incremental Term Loan Commitments be allocated and the amounts of such allocations; provided that (A) the Administrative Agent and/or the Borrower must first offer the Incremental Term Loan Commitments to the existing Lenders and (B) any Lender approached to provide all or a portion of the Incremental Term Loan Commitments may elect or decline, in its sole discretion, to provide an Incremental Term Loan Commitment. Any such Incremental Term Loan Commitment that may be made available to the Borrower shall become effective, as of such Increased Amount Date; provided that (i) no Potential Event of Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such Incremental Term Loan Commitments; (ii) each of the conditions set forth in Section 3.2 shall be satisfied or waived; (iii) the Incremental Term Loan Lenders have committed in writing to provide the amounts of such Incremental Term Loan Commitment and the Administrative Agent shall have consented in writing to such Incremental Term Loan Commitment; (iv) the Borrower Group shall be in pro forma compliance with each of the covenants set forth in Section 6.6, calculated based on the most recent quarterly Financial Statements delivered to the Administrative Agent pursuant to Section 5.1 after giving effect to such Incremental Term Loan Commitments; (v) the Incremental Term Loan Commitments shall be effected pursuant to one or more Joinder Agreements executed and delivered by the Borrower, the Guarantors, the Administrative Agent and each Incremental Term Loan Lender, and each of which shall be recorded in the Register and shall be subject to the requirements set forth in Section 2.7.B; (vi) the Borrower shall make any payments required pursuant to Section 2.6.D in connection with the Incremental Term Loan Commitments; and (vii) the Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transaction. Subject to the terms and conditions hereof and in reliance upon the representations and warranties set forth herein, on the Borrower shall have Increased Amount Date on which the right, at any time and from time to time prior to the Incremental Term Loan Maturity DateCommitments are effective, (1) each Incremental Term Loan Lender severally agrees to incur additional Indebtedness under this Credit Agreement in the form of advance a term loan (each an a “Incremental Term Facility”) by an aggregate amount of up to (a) ONE HUNDRED TWENTY-FIVE MILLION DOLLARS ($125,000,000) less (b) the sum of (i) the aggregate amount of increases in the Revolving Committed Amount pursuant to any Revolver Increase plus (ii) the aggregate amount of any prior Incremental Term Facilities established pursuant to this Section 2.2(e). The following terms and conditions shall apply to each Incremental Term Facility: (i) the loans made under any such Incremental Term Facility (each an “Additional Term Loan”) to the Borrower in an aggregate amount not exceeding its Pro Rata Share of the Incremental Term Loan Commitments and (2) each Incremental Term Loan Lender shall constitute Credit Party Obligations become a Lender hereunder with respect to the Incremental Term Loan Commitments and the Incremental Term Loans made pursuant thereto. Concurrently with the funding of the Incremental Term Loan, the Incremental Term Loan Commitments shall terminate and no advances of the Incremental Term Loan will be secured and guaranteed with available to the other Credit Party Obligations on a pari passu basisBorrower after the Increased Amount Date. Notwithstanding the foregoing, (ii) any such no Incremental Term Facility Loans shall have a maturity be made until the earliest to occur of (x) the date no sooner thanon which all of Delayed Draw Term Loan has been fully funded or (y) the date on which all of the Delayed Draw Term Loan Commitments terminate or expire pursuant to Section 2.5 or Section 7.16. Proceeds of the Incremental Term Loans borrowed under this Section 2.9 and subsequently repaid or prepaid may not be reborrowed. The Administrative Agent shall notify the Lenders promptly upon receipt of the Borrower’s notice of the Increased Amount Date and, in respect thereof, the Incremental Term Loan Commitments and a the Incremental Term Loan Lenders, as applicable. The terms and provisions of the Incremental Term Loans and Incremental Term Loan Commitments shall be set forth in an amendment to this Agreement and/or the Joinder Agreement, which shall not require the consent of the Required Lenders; provided that (1) the weighted average life to maturity of all Incremental Term Loans shall be no shorter than, the Term Loan Maturity Date and than the weighted average life to maturity of the Revolving Loans, Term Loans at such time, respectivelyLoan A and Delayed Draw Term Loan, (iii2) any such the Incremental Term Facility Loan Maturity Date shall be entitled to no shorter than the same voting rights as latest final maturity of the existing Term Loans and shall be entitled to receive proceeds of prepayments on a pro rata basis with the existing Term Revolving Loans, (iv) any such Incremental Term Facility shall be obtained from existing Lenders or from other banks, financial institutions or investment fundsLoan A and Delayed Draw Term Loan, (v) any such Incremental Term Facility shall be in a minimum principal amount of $25,000,000 and integral multiples of $1,000,000 in excess thereof, or, if less, the maximum remaining amount permitted pursuant to this Section 2.2(e), (vi) the proceeds of any Additional Term Loan will be used for the purposes set forth in Section 3.11, (vii) the Borrower shall execute a Term Note in favor of any new Lender or any existing Lender requesting a Term Note whose Term Loan Committed Amount is created or increased, (viii) the conditions to Extensions of Credit in Section 4.2 shall have been satisfied, (ix) the Administrative Agent shall have received an opinion or opinions (including, if reasonably requested by the Administrative Agent, local counsel opinions) of counsel for the Credit Parties, addressed to the Administrative Agent and the Lenders, in form and substance reasonably acceptable to the Administrative Agent, (x3) if the interest rate margin on applicable to the outstanding principal amount of any Incremental Term Facility would be more than 0.25% greater than the Applicable Percentage for the existing Term Loan, the Applicable Percentage on the existing Term Loan (a “More Favorable Rate”) shall be increased such that the Applicable Percentage on the existing Term Loan is 0.25% lower higher than the interest rate margin on applicable to any other Incremental Term Loan or Term Loan (as the case may be), such More Favorable Rate (x) shall be the interest rate for all Incremental Term Loans and (y) shall be deemed incorporated in any applicable amendment to this Agreement and/or Joinder Agreement, as if set forth fully therein, mutatis mutandis, effective as of the date when such More Favorable Rate became effective, (4) the proceeds of the Incremental Term FacilityLoans shall be used only in connection with a Permitted Purpose, (5) all other terms of the Incremental Term Loans shall be substantially similar to the terms of Term Loan A and (xi6) the Administrative Agent Effective Margin for any Incremental Term Loan shall have received from not be higher than the Borrower updated financial projections Effective Margin for any other Incremental Term Loan or Term Loan (as the remainder case may be). Each Joinder Agreement may, without the consent of any other Lenders, effect such amendments to this Agreement and the initial projection term set forth in Section 3.1 and an officer’s certificateother Credit Documents as may be necessary or appropriate, in each case in form and substance reasonably satisfactory to the opinion of the Administrative Agent, demonstrating that, after giving to effect to any such Incremental Term Facility on a Pro Forma Basis, the Borrower will be in compliance with the financial covenants set forth in provision of this Section 5.9 and no Default or Event of Default shall exist. No existing Lender shall have any obligation to provide all or any portion of the Incremental Term Facility. The Administrative Agent is authorized to enter into, on behalf of the Lenders, any amendment to this Credit Agreement or any other Credit Document as may be necessary to incorporate the terms of any new Incremental Term Facility therein2.9.