Common use of Incremental Loans Clause in Contracts

Incremental Loans. The Borrowers may at any time after the Funding Date, by written notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders) at least 30 days prior to the requested funding date of such Commitment Increase, request no more than two increases in the amount of the Commitments, each such increase, a “Commitment Increase,” and such increase shall thereupon become effective upon the effectiveness of the Incremental Amendment referred to below; provided that (i) both at the time of such request and upon the effectiveness of the Incremental Amendment referred to below, no Default or Event of Default shall exist, (ii) both at the time of any such request and upon the effectiveness of the Incremental Amendment referred to below, all representations and warranties contained in this Agreement and in the other Credit Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on such date (it being understood and agreed that (x) any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date and (y) any representation or warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects on such date), (iii) as of the date of incurrence of Additional Loans (a) if such date is prior to March 31, 2013, the Total Leverage Ratio as of the most recently fiscal quarter of the Parent would be less than 2.50:1.00 on a Pro Forma Basis and, as applicable, calculated in accordance with the definition of Test Period contained herein, after giving effect to the incurrence of the Additional Loans and (b) if such date is after March 31, 2013, the Parent and its Subsidiaries would be in compliance with the financial covenants contained in Sections 8.07 through 8.11, inclusive, as of the most recently ended Calculation Period on a Pro Forma Basis, after giving effect to the incurrence of the Additional Loans and (iv) unless otherwise agreed to by the Required Lenders, the amount of each Commitment Increase shall be in integral multiples of $10,000,000 and the amount of all such Commitment Increases shall not be more than $20,000,000. Loans made pursuant to the Commitment Increase (the “Additional Loans”) shall have the same terms and conditions as those applicable to the Loans and shall constitute “Loans” hereunder. The notice from the Borrower pursuant to this Section 2.09 shall set forth the requested amount of the Commitment Increase and the funding date of such Commitment Increase. Each of the existing Lenders shall have a right of first refusal to provide its pro rata share of the requested Commitment Increase (but no existing Lender will have any obligation to make any portion of the Commitment Increase); provided that if any existing Lender shall choose to not participate in the Commitment Increase, the other existing Lenders shall have the right (but not the obligation) to provide its pro rata share (excluding the share of any non-participating Lender) to provide such amount of the Commitment Increase; provided further that any shortfall of the requested Commitment Increase that has not been provided by an existing Lender pursuant to the terms of this Section 2.09 may be provided by any other bank or other financial institution that is an Eligible Transferee (any such other bank or other financial institution being called an “Additional Lender”); provided that the Administrative Agent shall have consented (not to be unreasonably withheld, conditioned or delayed) to such Additional Lender’s providing a portion of such Commitment Increase. Additional Loans shall be provided pursuant to an amendment (the “Incremental Amendment”) to this Agreement and, as appropriate, the other Credit Documents, executed by each Credit Party, each Lender agreeing to provide such Additional Loans, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Amendment may, with the consent of the Parent, the Borrowers and the Administrative Agent, but without the consent of any other Credit Party or the Lenders, effect such amendments to this Agreement and the other Credit Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrowers, to effect the provisions of this Section 2.09. The Borrower may use the proceeds of the Additional Loans for any purpose not prohibited by this Agreement.

Incremental Loans. (a) The Borrowers Borrower may at any time or from time to time after the Funding Closing Date, by written notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders) at least 30 days prior to the requested funding date of such Commitment Increase), request no one or more than two increases in additional Tranches of term loans (the amount of the Commitments“Incremental Loans”), each such increase, a “Commitment Increase,” and such increase shall thereupon become effective upon the effectiveness of the Incremental Amendment referred to below; provided that (i) both at the time of such request and upon the effectiveness of the Incremental Amendment referred to below, no Default or Event of Default shall exist, (ii) both at the time of any such request and upon the effectiveness of the any Incremental Amendment referred to below, all representations no Default or Event of Default shall exist and warranties at the time that any such Incremental Loan is made (and after giving effect thereto) no Default or Event of Default shall exist, (ii) on the date of incurrence of any such Incremental Loans, the Borrower shall be in compliance with the covenants contained in this Agreement Section 6.18 hereof on a pro forma basis (giving effect to such incurrence), (iii) the Borrower shall have delivered a certificate certifying as to clauses (i) and in (ii) to the other Credit Documents Administrative Agent, together with all calculations related thereto and (iv) the aggregate principal amount of the Incremental Loans shall not exceed $250,000,000. Each tranche of Incremental Loans shall be true in an aggregate principal amount that is not less than $10,000,000 and correct be in all material respects an integral multiple of $5,000,000. The Incremental Loans (a) shall rank pari passu in right of payment with the same effect as though such representations and warranties had been made on such date Initial Loans, (it being understood and agreed that b) shall not mature earlier than the Initial Maturity Date (xbut may, subject to clause (c) any representation or warranty which by its terms is made as of a specified date shall be required below, have amortization prior to be true and correct in all material respects only as of such specified date and (y) any representation or warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects on such date), (iiic) as shall not have a weighted average life that is shorter than the then-remaining weighted average life of the date of incurrence of Additional Loans (a) if such date is prior to March 31, 2013, the Total Leverage Ratio as of the most recently fiscal quarter of the Parent would be less than 2.50:1.00 on a Pro Forma Basis and, as applicable, calculated in accordance with the definition of Test Period contained herein, after giving effect to the incurrence of the Additional Initial Loans and (bd) if such date is after March 31except as set forth above, 2013, the Parent and its Subsidiaries would be in compliance with the financial covenants contained in Sections 8.07 through 8.11, inclusive, as of the most recently ended Calculation Period on a Pro Forma Basis, after giving effect to the incurrence of the Additional Loans and (iv) unless otherwise agreed to by the Required Lenders, the amount of each Commitment Increase shall be in integral multiples of $10,000,000 and the amount of all such Commitment Increases shall not be more than $20,000,000. Loans made pursuant to the Commitment Increase (the “Additional Loans”) shall have treated substantially the same as (and in any event no more favorably than, taken as a whole) the Initial Loans, provided that (i) the terms and conditions as those applicable to Incremental Loans maturing after the Initial Maturity Date may provide for material additional or different financial or other covenants or prepayment requirements applicable only during periods after the Initial Maturity Date and (ii) the Incremental Loans and may be priced differently than the Initial Loans; provided further that if the Applicable Margin (which, for such purposes only, shall constitute “be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing such Incremental Loans” hereunder) relating to any Incremental Loans exceeds the Applicable Margin (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing the Initial Loans) relating to the Initial Loans immediately prior to the effectiveness of the applicable Incremental Amendment by more than 0.50%, the Applicable Margin relating to the Initial Loans shall be adjusted to be equal to the Applicable Margin relating to such Incremental Term Loans minus 0.50%. The Each notice from the Borrower pursuant to this Section 2.09 shall set forth the requested amount and proposed terms of the Commitment Increase and the funding date of such Commitment Increaserelevant Incremental Loans. Each of the existing Lenders shall have a right of first refusal to provide its pro rata share of the requested Commitment Increase (but no existing Lender will have any obligation to make any portion of the Commitment Increase); provided that if Incremental Loans may be made by any existing Lender shall choose to not participate in the Commitment Increase, the other existing Lenders shall have the right (but not the obligation) to provide its pro rata share (excluding the share of any non-participating Lender) to provide such amount of the Commitment Increase; provided further that any shortfall of the requested Commitment Increase that has not been provided by an existing Lender pursuant to the terms of this Section 2.09 may be provided or by any other bank or other financial institution that is an Eligible Transferee (any such other bank or other financial institution being called an “Additional Lender”); , provided that the Administrative Agent shall have consented (such consent not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Lender’s providing a portion making such Incremental Loans if such consent would be required under Section 10.10(b) for an assignment of Loans to such Commitment IncreaseLender or Additional Lender. Additional Commitments in respect of Incremental Loans shall be provided become Commitments under this Agreement pursuant to an amendment (the an “Incremental Amendment”) to this Agreement and, as appropriate, the other Credit Loan Documents, executed by each Credit Partythe Borrower, each Lender agreeing to provide such Additional LoansCommitment, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Amendment may, with the consent of the Parent, the Borrowers and the Administrative Agent, but without the consent of any other Credit Party or the Lenders, effect such amendments to this Agreement and the other Credit Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the BorrowersAgent, to effect the provisions of this Section 2.09Section. The Borrower may use the proceeds of the Additional No Lender shall be obligated to provide any Incremental Loans for any purpose not prohibited by this Agreementunless it so agrees.

Incremental Loans. The Borrowers Any Borrower may at any time or from time to time after the Funding Second Restatement Effective Date, by written notice from the Company to the Administrative Agent and the Lenders, request (whereupon the Administrative Agent shall promptly deliver a copy to each a) one or more additional tranches of term loans or additional Loans of the Lenderssame Class of Term Loans as an existing Class of Term Loans (the “Incremental Term Loans”) at least 30 days prior to the requested funding date of such Commitment Increase, request no or (b) one or more than two increases in the amount of the Commitments, each such increase, Revolving Credit Commitments (a “Revolving Commitment Increase,” and such increase shall thereupon become effective upon the effectiveness of the Incremental Amendment referred to below; ”), provided that that: (i) both at the time of such request and upon the effectiveness of the Incremental Amendment referred to below, no Default or Event of Default shall exist, (ii) both at the time of any such request and upon the effectiveness of the any Incremental Amendment referred to below, all representations no Event of Default shall exist and warranties contained in this Agreement and in at the other Credit Documents shall be true and correct in all material respects with the same effect as though time that any such representations and warranties had been made on such date (it being understood and agreed that (x) any representation or warranty which by its terms Incremental Term Loan is made as (and after giving effect thereto) no Event of a specified date Default shall be required exist; provided that to the extent the proceeds of any such Incremental Term Loan are to be true and correct in all material respects only used to finance an Acquisition permitted hereunder, then this clause (i) shall not be applicable so long as no Event of Default existed at the time the acquisition agreement relating to such specified date and Acquisition was entered into; (yii) any representation or warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects on such date), (iii) as of the date of incurrence of Additional Loans (a) if such date is prior to March 31, 2013, the Total Leverage Ratio as of the most recently fiscal quarter of the Parent would be less than 2.50:1.00 on a Pro Forma Basis and, as applicable, calculated in accordance with the definition of Test Period contained herein, immediately after giving effect to the incurrence borrowing of such Incremental Term Loans or the Additional Loans and (b) if establishment of such date is after March 31, 2013Revolving Commitment Increase, the Parent and its Subsidiaries would Company shall be in compliance with the financial covenants contained covenant set forth in Sections 8.07 through 8.11, inclusive, as Section 7.09; (iii) each tranche of the most recently ended Calculation Period on a Pro Forma Basis, after giving effect to the incurrence of the Additional Incremental Term Loans and (iv) unless otherwise agreed to by the Required Lenders, the amount of each Revolving Commitment Increase shall be in integral multiples an aggregate principal amount that is not less than $25,000,000 and shall be in an increment of $10,000,000 and 1,000,000; (iv) the aggregate amount of all such Incremental Term Loans and Revolving Commitment Increases following the Second Restatement Effective Date shall not be more exceed an amount equal to (i) $500,000,000 less (ii) the aggregate principal amount of Indebtedness incurred prior to such time in reliance on Section 7.01(c); (v) any Incremental Term Loans (1) shall not mature earlier than $20,000,000. the Revolving Credit Termination Date, (2) shall not amortize in an amount that exceeds 20% percent of the aggregate principal amount of such Term Loans made pursuant to the Commitment Increase per annum and (the “Additional Loans”3) shall have the same terms interest rates, upfront fees and conditions OID for any Series of Incremental Term Loans as those agreed between the applicable Borrower and the Incremental Lenders providing the applicable Series of Incremental Term Loans; and (vi) except to the extent contemplated above or as set forth in this Agreement, all other terms of any Incremental Term Loans and (including mandatory prepayment requirements) shall constitute “Loans” hereunderbe reasonably satisfactory to the Administrative Agent. The Each notice from the Borrower Company pursuant to this Section 2.09 2.01(c) shall set forth the requested amount and proposed terms of the relevant Incremental Term Loans or Revolving Commitment Increase Increases. Incremental Term Loans may be made, and the funding date of such Revolving Commitment Increase. Each of the Increases may be provided, by any existing Lenders shall have a right of first refusal to provide its pro rata share of the requested Commitment Increase Lender (but no existing Lender will have any obligation to make a portion of any Incremental Term Loan or any portion of the any Revolving Commitment Increase); provided that if any existing Lender shall choose to not participate in the Commitment Increase, the other existing Lenders Increase and no Borrower shall have the right (but not the obligation) any obligation to provide its pro rata share (excluding the share offer any Series of Incremental Term Loans or any non-participating Lender) to provide such amount of the Commitment Increase; provided further that any shortfall of the requested Revolving Commitment Increase that has not been provided by an to existing Lender pursuant to the terms of this Section 2.09 may be provided Lenders) or by any other bank or other financial institution that is an Eligible Transferee (any such existing Lender or other bank or other financial institution being called an “Additional Incremental Lender”); , provided that the Administrative Agent and the Issuing Lender, as applicable, shall have consented (not to be unreasonably withheld, conditioned or delayed) to such Additional Incremental Lender’s making such Incremental Term Loans or providing a portion such Revolving Commitment Increases to the extent any such consent would be required under Section 10.04(b) for an assignment of Loans or Revolving Credit Commitments, as applicable, to such Incremental Lender. Incremental Term Loans and Revolving Commitment Increase. Additional Loans Increases shall be provided established pursuant to an amendment (the an “Incremental Amendment”) to this Agreement and, as appropriate, the other Credit Loan Documents, executed by each Credit Partythe Company, any Subsidiary Borrower that will be a Borrower in respect of such Incremental Term Loans, each Incremental Lender agreeing to provide such Additional Loans, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Amendment may, with the consent of the Parent, the Borrowers and the Administrative Agent, but without the consent of any other Credit Party or the Lendersparty, effect such amendments to this Agreement and the other Credit Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrowers, to effect the provisions of this Section 2.092.01(c). The Borrower In connection with any Incremental Amendment, the Obligors shall deliver such customary opinions and instruments as may use be reasonably requested by the proceeds Administrative Agent for purposes of ensuring the enforceability of the Additional Loan Documents after giving effect to such Incremental Amendment. Any Incremental Term Loans for established pursuant to any purpose not prohibited Incremental Amendment shall constitute a separate “Series” of Incremental Term Loans hereunder. Upon each increase in the Revolving Credit Commitments pursuant to this Section 2.01, (a) each Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Revolving Commitment Increase (each, a “Revolving Commitment Increase Lender”), and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of such Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding participations hereunder in Letters of Credit will equal the percentage of the aggregate Revolving Credit Commitments of all Revolving Credit Lenders represented by this Agreementsuch Revolving Credit Lender’s Revolving Credit Commitment and (b) if, on the date of such increase, there are any Revolving Credit Loans outstanding, each Revolving Commitment Increase Lender shall purchase at par such portions of each other Revolving Credit Lender’s Revolving Credit Loans as the Administrative Agent may specify so that the Revolving Credit Loans are held by each Revolving Credit Lender (including each Revolving Commitment Increase Lender) on a pro rata basis in accordance with their respective Applicable Percentages.

Incremental Loans. The Borrowers Borrower may at any time or from time to time after the Funding Fourth Restatement Effective Date, by written notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders) at least 30 days prior to the requested funding date of such Commitment Increaseas provided below, request no the establishment of one or more than two increases in additional tranches of term loans hereunder (the amount of the Commitments, each such increase, a “Commitment Increase,” and such increase shall thereupon become effective upon the effectiveness of the Incremental Amendment referred to belowLoans”); provided that (i) both at the time aggregate amount of such request and upon the effectiveness of the Incremental Amendment referred to below, no Default or Event of Default Loans shall exist, not exceed $100,000,000; (ii) both at the time of any such request and upon the effectiveness of any Incremental Loan Amendment with respect to an Incremental Loan, (A) no Default shall exist and (B) the First Lien Indebtedness Ratio (determined on a pro forma basis as of the relevant determination date as if such Incremental Loans had been outstanding on the most recent period of four consecutive fiscal quarters) shall not be greater than 3.00 to 1.00; (iii) each Person which the Borrower shall request to make an Incremental Loan shall be subject to the prior consent of the Administrative Agent (such consent not to be unreasonably withheld); (v) each tranche of Incremental Loans shall be in an aggregate principal amount that is not less than $10,000,000 (or such lesser amount that represents all of the remaining availability under the limit set forth in clause (i) above); (vi) the Incremental Loan Maturity Date of the Incremental Loans of any Series shall not be earlier than the Tranche B Term Loan Maturity Date (except that the scheduled final maturity of such Incremental Loans may be accelerated pursuant to Section 2.08(b)), and the Average Life to Maturity of the Incremental Loans shall be greater than the Average Life to Maturity of the Tranche B Term Loans (except that Incremental Loans shall be entitled to participate, to the extent provided in Section 2.09(b), in mandatory prepayments); (viii) the proceeds of Incremental Loans shall be used solely for the purposes permitted under Section 6.08(c); and (ix) the aggregate outstanding principal balance of all Term Loans (including any Incremental Loans borrowed after the First Amendment referred Effective Date) shall not exceed $370,000,000. Such notice shall specify (w) the amount of such Incremental Loans and the Person or Persons to belowprovide such Incremental Loans, all representations (x) the date on which such Incremental Loans shall be made, (y) the Incremental Loan Maturity Date and warranties contained the Incremental Loan Principal Payment Dates (if any) for such Incremental Loans and (z) the Applicable Margin that will apply to such Incremental Loans and (if applicable) the rate of the commitment fee, if any, payable by the Borrower in respect of the commitment to make such Incremental Loans, together with such other information reasonably requested by the Administrative Agent in connection therewith. Amounts prepaid in respect of Incremental Loans may not be reborrowed. Notwithstanding anything herein to the contrary, no Lender shall be obligated to provide any Incremental Loans. Any Person or Persons shall become an Incremental Lender hereunder upon execution and delivery to the Administrative Agent of an Incremental Loan Amendment (in form reasonable satisfactory to the Administrative Agent) by such Person or Persons, the Borrower and the Administrative Agent; provided that the effectiveness of such Incremental Loan Amendment shall be subject to the satisfaction of each of the conditions set forth in this Agreement Section and in the other Credit Documents shall be true Sections 5.02 and correct in all material respects with the same effect as though such representations and warranties had been made on such date 5.03 (it being understood and agreed that (x) any representation or warranty which by its terms is made as of a specified all references to “date shall be required to be true and correct in all material respects only as of such specified date and (y) any representation or warranty that is qualified as to “materiality,” “Material Adverse EffectBorrowing” or similar language in Section 5.02 shall be true and correct in all respects on such date), (iii) as of deemed to refer to the effective date of incurrence of Additional Loans (asuch Incremental Loan Amendment) if and such date is prior other conditions as the parties to March 31, 2013, the Total Leverage Ratio as of the most recently fiscal quarter of the Parent would be less than 2.50:1.00 on a Pro Forma Basis and, as applicable, calculated in accordance with the definition of Test Period contained herein, after giving effect to the incurrence of the Additional Loans and (b) if such date is after March 31, 2013, the Parent and its Subsidiaries would be in compliance with the financial covenants contained in Sections 8.07 through 8.11, inclusive, as of the most recently ended Calculation Period on a Pro Forma Basis, after giving effect to the incurrence of the Additional Loans and (iv) unless otherwise agreed to by the Required Lenders, the amount of each Commitment Increase Incremental Loan Amendment shall be in integral multiples of $10,000,000 and the amount of all such Commitment Increases shall not be more than $20,000,000agree. The Incremental Loans made pursuant to the Commitment Increase same Incremental Loan Amendment shall be deemed to be a separate series (the each a “Additional LoansSeries”) shall have the same terms and conditions as those applicable to the Loans and shall constitute “Loans” hereunder. The notice from the Borrower pursuant to this Section 2.09 shall set forth the requested amount of the Commitment Increase and the funding date of such Commitment Increase. Each of the existing Lenders shall have a right of first refusal to provide its pro rata share of the requested Commitment Increase (but no existing Lender will have any obligation to make any portion of the Commitment Increase); provided that if any existing Lender shall choose to not participate in the Commitment Increase, the other existing Lenders shall have the right (but not the obligation) to provide its pro rata share (excluding the share of any non-participating Lender) to provide such amount of the Commitment Increase; provided further that any shortfall of the requested Commitment Increase that has not been provided by an existing Lender pursuant to the terms of this Section 2.09 may be provided by any other bank or other financial institution that is an Eligible Transferee (any such other bank or other financial institution being called an “Additional Lender”); provided that the Administrative Agent shall have consented (not to be unreasonably withheld, conditioned or delayed) to such Additional Lender’s providing a portion of such Commitment Increase. Additional Loans shall be provided pursuant to an amendment (the “Incremental Amendment”) to this Agreement and, as appropriate, the other Credit Documents, executed by each Credit Party, each Lender agreeing to provide such Additional Loans, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Amendment may, with the consent of the Parent, the Borrowers and the Administrative Agent, but without the consent of any other Credit Party or the Lenders, effect such amendments to this Agreement and the other Credit Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrowers, to effect the provisions of this Section 2.09. The Borrower may use the proceeds of the Additional Loans for any purpose not prohibited by all purposes of this Agreement.

Incremental Loans. The Borrowers may at (a) At any time after and from time to time prior to the Funding Revolving Maturity Date, and, with respect to Incremental Term Loans, prior to the Tranche A Maturity Date, in each case subject to the terms and conditions set forth herein, the Borrower may, by written notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders) at least 30 days prior to the requested funding date of such Commitment Increase), request no to (x) increase the existing Revolving Commitments (“Incremental Revolving Commitments”) and/or (y) add one or more than two additional tranches of term loans or increases in the amount of any existing Class of Term Loans (the Commitments“Incremental Term Loans”), each such increase, a “Commitment Increase,” and such increase shall thereupon become effective upon the effectiveness of the Incremental Amendment referred to below; provided that (i) both at the time of each such request and upon the effectiveness of the each Incremental Amendment referred to belowFacility Amendment, (A) no Default has occurred and is continuing or Event of Default shall existresult therefrom, (iiB) both at the time of any such request and upon the effectiveness of the Incremental Amendment referred to below, all representations and warranties contained in this Agreement and in the other Credit Documents Borrower shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on such date (it being understood and agreed that (x) any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date and (y) any representation or warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects on such date), (iii) as of the date of incurrence of Additional Loans (a) if such date is prior to March 31, 2013, the Total Leverage Ratio as of the most recently fiscal quarter of the Parent would be less than 2.50:1.00 compliance on a Pro Forma Basis and, as applicable, calculated in accordance with the definition of Test Period contained herein, after giving effect to the incurrence of the Additional Loans and (b) if such date is after March 31, 2013, the Parent and its Subsidiaries would be in compliance with the financial covenants contained in Sections 8.07 through 8.11, inclusive, 6.12 and 6.13 recomputed as of the last day of the most recently ended Calculation Period on recent fiscal quarter for which financial statements have been or were required to be delivered pursuant to paragraph (a) or (b) of Section 5.01, (C) the Incremental Loans shall constitute “Senior Indebtedness” under and as defined in the Convertible Notes Documents and (D) the Borrower shall have delivered a Pro Forma Basis, after giving effect certificate of a Financial Officer to the incurrence effect set forth in clauses (A), (B) and (C) above, together with all calculations relevant thereto, including reasonably detailed calculations demonstrating compliance with clause (B) above. Notwithstanding anything to the contrary herein, the aggregate principal amount of the Additional Incremental Revolving Commitments and Incremental Term Loans shall not exceed $200,000,000 and the aggregate amount of the Incremental Revolving Commitments shall not exceed $100,000,000. Each exercise of the Borrower’s right to seek Incremental Revolving Commitments or Incremental Term Loans shall be in an integral multiple of $1,000,000 and be in an aggregate principal amount that is not less than $100,000,000, in the case of Incremental Term Loans, and $25,000,000, in the case of Incremental Revolving Commitments. (b) The Incremental Term Loans (i) shall rank pari passu in right of payment in respect of the Collateral and with the Obligations 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 more favorably than) the Tranche A Term Loans and (iviii) unless otherwise agreed to by the Required Lendersother than amortization, the amount of each Commitment Increase shall be in integral multiples of $10,000,000 and the amount of all such Commitment Increases shall not be more than $20,000,000. Loans made pursuant to the Commitment Increase (the “Additional Loans”) pricing or maturity date, shall have the same terms and conditions as those applicable the Tranche A Term Loans, provided that (A) if the Applicable Rate (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing such Incremental Term Loans) relating to any Incremental Term Loan exceeds the Applicable Rate (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing the Tranche A Term Loans) relating to the Tranche A Term Loans immediately prior to the effectiveness of the applicable Incremental Facility Amendment, the Applicable Rate relating to the Tranche A Term Loans shall be adjusted to be equal to the Applicable Rate (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing such Incremental Term Loans) relating to such Incremental Term Loans, (B) any Incremental Term Loan shall not have a final maturity date earlier than the Tranche A Maturity Date, and (C) any Incremental Term Loan shall not have a weighted average life that is shorter than the weighted average life of the then-remaining Tranche A Term Loans. (c) Obligations incurred pursuant to the Incremental Revolving Commitments shall rank pari passu in right of payment in respect of the Collateral with the Obligations in respect of the Revolving Commitments and the Tranche A Term Loans, and any Incremental Revolving Commitments shall have the same terms as the Revolving Commitments in effect at the time such Incremental Revolving Commitments are obtained and shall constitute “Loans” hereunder. The be treated as a single Class with such Revolving Commitments for all purposes of this Agreement. (d) Each notice from the Borrower pursuant to this Section 2.09 shall set forth the requested amount and proposed terms of the Commitment Increase relevant Incremental Loans. Any additional bank, financial institution, existing Lender or other Person that elects to extend Incremental Loans or Incremental Revolving Commitments shall be reasonably satisfactory to the Borrower and the funding date of such Commitment Increase. Each of the existing Lenders shall have a right of first refusal to provide its pro rata share of the requested Commitment Increase (but no existing Lender will have any obligation to make any portion of the Commitment Increase); provided that if any existing Lender shall choose to not participate in the Commitment Increase, the other existing Lenders shall have the right (but not the obligation) to provide its pro rata share (excluding the share of any non-participating Lender) to provide such amount of the Commitment Increase; provided further that any shortfall of the requested Commitment Increase that has not been provided by an existing Lender pursuant to the terms of this Section 2.09 may be provided by any other bank or other financial institution that is an Eligible Transferee Administrative Agent (any such other bank bank, financial institution, existing Lender or other financial institution Person being called an “Additional Lender”); provided that the Administrative Agent ) and, if not already a Lender, shall have consented (not to be unreasonably withheld, conditioned or delayed) to such Additional Lender’s providing become a portion of such Commitment Increase. Additional Loans shall be provided Lender under this Agreement pursuant to an amendment (the an “Incremental Facility Amendment”) to this Agreement and, as appropriate, the other Credit Loan Documents, executed by each Credit Partythe Borrower, each Lender agreeing to provide such Additional Loans, if any, each Additional Lender, if any, Lender and the Administrative Agent. The No Lender shall be obligated to provide any Incremental Loans or Incremental Revolving Commitment, unless it so agrees. An Incremental Facility Amendment may, with the consent of the Parent, the Borrowers and the Administrative Agent, but without the consent of any other Credit Party or the Lenders, effect such amendments to this Agreement and the other Credit any Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the BorrowersAgent, to effect the provisions of this Section 2.09(including to provide for voting provisions applicable to the Additional Lenders comparable to the provisions of clause (B) of the second proviso of Section 9.02(b)). The Borrower may use effectiveness of any Incremental Facility Amendment shall, unless otherwise agreed to by the proceeds Administrative Agent and the Additional Lenders, be subject to the satisfaction on the date thereof (each, an “Incremental Facility Closing Date”) of each of the Additional Loans for conditions set forth in Section 4.04 (it being understood that all references to “the date of such Borrowing” in Section 4.04 shall be deemed to refer to the Incremental Facility Closing Date). The Administrative Agent shall receive not less than 10 Business Days’ advance notice (or shorter, if agreed by the Administrative Agent) prior to any purpose not prohibited by this Agreementproposed Incremental Facility Closing Date.

Incremental Loans. The Borrowers may at any time or from time to time after the Funding Agreement Date, by upon not less than five (5) Business Days written notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy of such notice to each of the Lenders), request that an increase in the principal amount of Loans (the “Incremental Loans”) at least 30 days prior be made available to the requested funding date Borrowers, provided that, immediately prior to, and after giving effect to the incurrence of such Commitment IncreaseIncremental Loans and any transaction consummated in connection therewith, request no more than two increases in the amount of the Commitments, each such increase, a “Commitment Increase,” and such increase shall thereupon become effective upon the effectiveness of the Incremental Amendment referred to below; provided that (i) both at the time of such request representations and upon warranties contained in Article V and the effectiveness of the Incremental Amendment referred to belowother Loan Documents are true and correct in all material respects, (ii) no Default or Event of Default shall existhave occurred and be continuing and (iii) the Senior Secured Leverage Ratio is no greater, calculated on a pro forma basis, than 3.50 to 1.00. Each incurrence of Incremental Loans shall be in an aggregate principal amount that is not less than $5,000,000; provided, that the aggregate principal amount of all Incremental Loans incurred hereunder shall not exceed $150,000,000 less the aggregate amount of then outstanding Funded Debt incurred pursuant to Section 8.1(q)(ii) that is in excess of $100,000,000. Incremental Loans (iiw) both at shall rank pari passu in right of payment and of security with the time of any Loans (though such request and upon the effectiveness Incremental Loans may be secured by less than all of the Incremental Amendment referred to belowCollateral), all representations and warranties contained in this Agreement and in the other Credit Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on such date (it being understood and agreed that (x) any representation or warranty which by its terms is made as shall not mature earlier than the Maturity Date with respect to the Tranche of a specified date shall be required to be true and correct in all material respects only as of such specified date and Loans being increased, (y) any representation or warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true treated substantially the same as the Tranche of Loans being increased (including, without limitation, with respect to mandatory and correct in all respects on such date)voluntary prepayments) and (z) shall have interest rates and amortization schedules as determined by the Borrowers and the lenders thereof; provided further that, (iii) as of the date of incurrence of Additional Loans (a) if such date is prior to March 31, 2013, the Total Leverage Ratio as of the most recently fiscal quarter of the Parent would be less than 2.50:1.00 on a Pro Forma Basis and, as applicable, calculated in accordance with the definition of Test Period contained herein, after giving effect to the incurrence of any Incremental Loan (1) the Additional Loans and (b) if Weighted Average Life to Maturity of such date is after March 31, 2013, the Parent and its Subsidiaries would be in compliance with the financial covenants contained in Sections 8.07 through 8.11, inclusive, as of the most recently ended Calculation Period on a Pro Forma Basis, after giving effect to the incurrence of the Additional Loans and (iv) unless otherwise agreed to by the Required Lenders, the amount of each Commitment Increase shall be in integral multiples of $10,000,000 and the amount of all such Commitment Increases Incremental Loan shall not be shorter than that of the Tranche of Loans being increased and (2) in the event that the All-In Yield applicable to such Incremental Loans exceeds the All-In Yield of the Tranche of Loans being increased by more than $20,000,000. 50 basis points, the interest rate margins for existing such Tranche of Loans made pursuant shall be increased to the Commitment Increase (extent necessary so that the “Additional Loans”) shall have the same terms and conditions as those applicable All-In Yield of such Loans is equal to the All-In Yield of the applicable Incremental Loans and shall constitute “Loans” hereunderminus 50 basis points. The Each notice from the Borrower Borrowers pursuant to this Section 2.09 2.17 shall set forth the requested amount and proposed terms of the Commitment Increase relevant Incremental Loans. Incremental Loans may be made by any existing Lender (and the funding date of such Commitment Increase. Each of the existing Lenders shall have a right of first refusal to provide its pro rata share of the requested Commitment Increase (but no each existing Lender will have any obligation the right, but not an obligation, on terms permitted in this Section 2.17 and otherwise on terms reasonably acceptable to the Administrative Agent, to make any a portion of any Incremental Loan equal to the Commitment Increase); provided that if any existing Lender shall choose to not participate in the Commitment Increase, the other existing Lenders shall have the right (but not the obligation) to provide its pro rata share (excluding the share of any non-participating Lender) to provide such amount of Incremental Loans so requested by the Borrowers multiplied by such Lender’s Aggregate Commitment Increase; provided further that any shortfall of the requested Commitment Increase that has not been provided by an existing Lender pursuant to the terms of this Section 2.09 may be provided Ratio) or by any other bank or other financial institution that is an Eligible Transferee reasonably acceptable to the Borrowers and the Administrative Agent (any such other bank or other financial institution being called an “Additional Lender”); provided that the Administrative Agent shall have consented (not to be unreasonably withheld, conditioned or delayed) to such Additional Lender’s providing a portion of such Commitment Increase. Additional Incremental Loans shall be provided become Loans under this Agreement pursuant to an amendment (the an “Incremental Amendment”) to this Agreement and, as appropriate, the other Credit Loan Documents, executed by each Credit Partythe Borrowers, each Lender agreeing to provide such Additional Loans, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Amendment may, with the consent of the Parent, the Borrowers and the Administrative Agent, but without the consent of any other Credit Party or the Lenders, effect such amendments to this Agreement and the other Credit Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrowers, to effect the provisions of this Section 2.092.17. The Borrower may effectiveness of any Incremental Amendment and the borrowings of Incremental Loans under this Agreement (as amended by such Incremental Amendment) shall be subject to the satisfaction of such conditions as the parties thereto shall agree. The Borrowers will use the proceeds of the Additional any Incremental Loans for any purpose purposes not prohibited by this Agreement. No Lender shall be obligated to provide any Incremental Loans unless it so agrees. This Section 2.17 shall supersede any provisions in Section 2.10 or Section 11.12 to the contrary.

Incremental Loans. The Borrowers Borrower may at any time or from time to time after the Funding Third Amendment Effective Date, by written notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders) at least 30 days prior to the requested funding date of such Commitment Increaseas provided below, request no one or more than two increases in Lenders (including Persons who shall become Incremental Lenders pursuant to this Section 2.01(c)) to (x) provide additional Term Loans or increase the amount of their Term Loans and/or (y) establish one or more additional tranches of term loans hereunder (collectively, the Commitments, each such increase, a “Commitment Increase,” and such increase shall thereupon become effective upon the effectiveness of the Incremental Amendment referred to belowLoans”); provided that (ii)(A) both at the time aggregate amount of such request Incremental Loans to be used solely for the purposes permitted under Section 6.08(d)(i) (the “General Incremental Loans”) shall not exceed $300,000,000; (B) the aggregate amount of Incremental Loans to be used solely for the purposes permitted under Section 6.08(d)(ii) (the “Specified Incremental Loans”) shall not exceed $200,000,000; and upon (C) the effectiveness aggregate amount of Incremental Loans to be used solely for the purposes permitted under Section 6.08(d)(iii) (the “Additional Specified Incremental Amendment referred to below, no Default or Event of Default Loans”) shall exist, not exceed $530,000,000; (ii) both at the time of any such request and upon the effectiveness of any Incremental Loan Amendment with respect to an Incremental Loan, (A) no Default shall exist and (B) the First Lien Indebtedness Ratio (determined on a pro forma basis as of the relevant determination date as if such Incremental Loans had been outstanding on the most recent period of four consecutive fiscal quarters) shall not be greater than 3.00 to 1.00; (iii) each Person which the Borrower shall request to make an Incremental Loan shall be subject to the prior consent of the Administrative Agent (such consent not to be unreasonably withheld); (iv) each tranche of Incremental Loans shall be in an aggregate principal amount that is not less than $10,000,000 (or such lesser amount that represents all of the remaining availability under the limits set forth in clause (i) above); (v) except for Incremental Loans requested under clause (x) above that are Tranche A Term Loans, the Incremental Loan Maturity Date of the Incremental Loans of any Series shall not be earlier than the Tranche B Term Loan Maturity Date (except that the scheduled final maturity of such Incremental Loans may be accelerated pursuant to Section 2.08(b)), and the Average Life to Maturity of the Incremental Loans shall be greater than the Average Life to Maturity of the Tranche B Term Loans (except that Incremental Loans shall be entitled to participate, to the extent provided in Section 2.09(b), in mandatory prepayments); and (vi) except as otherwise provided in Section 6.09(a), the Borrower shall within 30 days after the date a Person becomes a TV/Radio Subsidiary cause the Collateral and Guarantee Requirement to be satisfied with respect to such TV/Radio Subsidiary. Such notice shall specify (w) the amount of such Incremental Loans and the Person or Persons to provide such Incremental Loans, (x) the date on which such Incremental Loans shall be made, (y) the Incremental Loan Maturity Date and the Incremental Loan Principal Payment Dates (if any) for such Incremental Loans and (z) the Applicable Margin that will apply to such Incremental Loans and (if applicable) the rate of the commitment fee, if any, payable by the Borrower in respect of the commitment to make such Incremental Loans, together with such other information reasonably requested by the Administrative Agent in connection therewith. Amounts prepaid in respect of Incremental Loans may not be reborrowed. Notwithstanding anything herein to the contrary, no Lender shall be obligated to provide any Incremental Loans. Any Person or Persons shall become an Incremental Lender hereunder upon execution and delivery to the Administrative Agent of an Incremental Loan Amendment referred (in form reasonable satisfactory to belowthe Administrative Agent) by such Person or Persons, all representations the Borrower and warranties contained the Administrative Agent; provided that the effectiveness of such Incremental Loan Amendment shall be subject to the satisfaction of each of the conditions set forth in this Agreement Section and in the other Credit Documents shall be true Sections 5.02 and correct in all material respects with the same effect as though such representations and warranties had been made on such date 5.03 (it being understood and agreed that (x) any representation or warranty which by its terms is made as of a specified all references to “date shall be required to be true and correct in all material respects only as of such specified date and (y) any representation or warranty that is qualified as to “materiality,” “Material Adverse EffectBorrowing” or similar language in Section 5.02 shall be true and correct in all respects on such date), (iii) as of deemed to refer to the effective date of incurrence of Additional Loans (asuch Incremental Loan Amendment) if and such date is prior other conditions as the parties to March 31, 2013, the Total Leverage Ratio as of the most recently fiscal quarter of the Parent would be less than 2.50:1.00 on a Pro Forma Basis and, as applicable, calculated in accordance with the definition of Test Period contained herein, after giving effect to the incurrence of the Additional Loans and (b) if such date is after March 31, 2013, the Parent and its Subsidiaries would be in compliance with the financial covenants contained in Sections 8.07 through 8.11, inclusive, as of the most recently ended Calculation Period on a Pro Forma Basis, after giving effect to the incurrence of the Additional Loans and (iv) unless otherwise agreed to by the Required Lenders, the amount of each Commitment Increase Incremental Loan Amendment shall be in integral multiples of $10,000,000 and the amount of all such Commitment Increases shall not be more than $20,000,000agree. The Incremental Loans made pursuant to the Commitment Increase same Incremental Loan Amendment shall be deemed to be a separate series (the each a “Additional LoansSeries”) shall have the same terms and conditions as those applicable to the Loans and shall constitute “Loans” hereunder. The notice from the Borrower pursuant to this Section 2.09 shall set forth the requested amount of the Commitment Increase and the funding date of such Commitment Increase. Each of the existing Lenders shall have a right of first refusal to provide its pro rata share of the requested Commitment Increase (but no existing Lender will have any obligation to make any portion of the Commitment Increase); provided that if any existing Lender shall choose to not participate in the Commitment Increase, the other existing Lenders shall have the right (but not the obligation) to provide its pro rata share (excluding the share of any non-participating Lender) to provide such amount of the Commitment Increase; provided further that any shortfall of the requested Commitment Increase that has not been provided by an existing Lender pursuant to the terms of this Section 2.09 may be provided by any other bank or other financial institution that is an Eligible Transferee (any such other bank or other financial institution being called an “Additional Lender”); provided that the Administrative Agent shall have consented (not to be unreasonably withheld, conditioned or delayed) to such Additional Lender’s providing a portion of such Commitment Increase. Additional Loans shall be provided pursuant to an amendment (the “Incremental Amendment”) to this Agreement and, as appropriate, the other Credit Documents, executed by each Credit Party, each Lender agreeing to provide such Additional Loans, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Amendment may, with the consent of the Parent, the Borrowers and the Administrative Agent, but without the consent of any other Credit Party or the Lenders, effect such amendments to this Agreement and the other Credit Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrowers, to effect the provisions of this Section 2.09. The Borrower may use the proceeds of the Additional Loans for any purpose not prohibited by all purposes of this Agreement.

Incremental Loans. (a) The Borrowers Borrower may at any time after the Funding Closing Date, in accordance with and subject to the terms of this Agreement, by written notice pursuant to Section 1.07(d) to the Administrative Agent Agent, request an additional tranche of term loans from one or more additional Lenders (whereupon subject to the Administrative Agent terms hereof) (which shall promptly deliver be deemed to be a copy separate and independent tranche from the existing Loans unless such additional tranche of term loans are added to each and fungible with the Loans) to be funded in U.S. Dollars (the “Incremental Loans”) in an aggregate principal amount of $100,000,000; provided, that the LendersIncremental Loans may only be incurred pursuant to this Section 1.07 so long as (i) at least 30 days no Event of Default shall exist immediately prior to incurrence of such Incremental Loan and (ii) after giving pro forma effect to such Incremental Loan and the requested funding use of proceeds thereof, (x) such incurrence would not result in any Event of Default under Sections 8.01(t) and 8.01(u) (in each case, as if such Event of Default were tested on the date of such Commitment Increaseincurrence) or result in any other Event of Default and (y) the aggregate amount of all Loans (including such Incremental Loans) shall be less than the Permitted Loan Balance; provided, request no more than two increases further, that the Incremental Loans may only be incurred in whole (and not in part) as one additional tranche of term loans in the amount of the Commitments, each such increase, a “Commitment Increase,” and such increase shall thereupon become effective upon the effectiveness of the $100,000,000. (b) The Incremental Amendment referred to below; provided that Loans (i) both at shall rank pari passu in right of payment and of security with the time of such request Loans (including, without limitation, with respect to voluntary prepayments and upon the effectiveness mandatory prepayments) and shall not benefit from guarantees from any person other than guarantors of the Incremental Amendment referred to below, no Default or Event of Default shall existLoans, (ii) both at the time of any such request and upon the effectiveness of the Incremental Amendment referred to below, all representations and warranties contained in this Agreement and in the other Credit Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made incurred on such date (it being understood and agreed that (x) any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date and (y) any representation or warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects on such date), (iii) as of the date of incurrence of Additional Loans (a) if such date is prior to March 31, 2013, the Total Leverage Ratio as of the most recently fiscal quarter of the Parent would be less than 2.50:1.00 on a Pro Forma Basis and, as applicable, calculated in accordance with the definition of Test Period contained herein, after giving effect to the incurrence of the Additional Loans and (b) if such date is after March 31, 2013, the Parent and its Subsidiaries would be in compliance with the financial covenants contained in Sections 8.07 through 8.11, inclusive, as of the most recently ended Calculation Period on a Pro Forma Basis, after giving effect to the incurrence of the Additional Loans and (iv) unless otherwise agreed to by the Required Lenders, the amount of each Commitment Increase shall be in integral multiples of $10,000,000 and the amount of all such Commitment Increases shall not be more than $20,000,000. Loans made pursuant to the Commitment Increase (the “Additional Loans”) shall have the same terms and conditions (including, without limitation, with respect to interest rate, interest rate floor, amortization, prepayment premiums, fees and other economic terms) as those applicable to the existing Loans and (iii) shall constitute “Loans” hereunder. The notice from the Borrower pursuant to this Section 2.09 shall set forth the requested amount of the Commitment Increase mature and the funding date of such Commitment Increase. Each of be repaid in amounts and on dates consistent with the existing Lenders shall have a right Loans. (c) Commitments in respect of first refusal to provide its pro rata share of the requested Commitment Increase (but no existing Lender will have any obligation to make any portion of the Commitment Increase); provided that if any existing Lender shall choose to not participate in the Commitment Increase, the other existing Lenders shall have the right (but not the obligation) to provide its pro rata share (excluding the share of any non-participating Lender) to provide such amount of the Commitment Increase; provided further that any shortfall of the requested Commitment Increase that has not been provided by an existing Lender pursuant to the terms of this Section 2.09 may be provided by any other bank or other financial institution that is an Eligible Transferee (any such other bank or other financial institution being called an “Additional Lender”); provided that the Administrative Agent shall have consented (not to be unreasonably withheld, conditioned or delayed) to such Additional Lender’s providing a portion of such Commitment Increase. Additional Incremental Loans shall be provided become Commitments under this Agreement pursuant to an amendment (the an “Incremental Amendment”) to this Agreement and, as appropriate, the other Credit Transactions Documents, executed by each Credit Party, the Borrower and each Lender agreeing to provide such Additional LoansCommitment (and to the extent such Lender is not an existing Lender under this Agreement, such Lender shall also execute a joinder agreement and be joined as a Lender hereunder), if any, each Additional Lender, if any, ; provided that such Incremental Amendment shall not be effective prior to the date that is ten (10) Business Days (or such shorter period acceptable to Administrative Agent and HPS) from the date Administrative AgentAgent and HPS first receive the notice required pursuant to Section 1.07(d). The Incremental Amendment may, with the consent of the Parent, the Borrowers and the Administrative Agent, but without the consent of any other Credit Party or the Lenders, effect such amendments to this Agreement and the other Credit Loan Documents as may be necessary or appropriatenecessary, in the reasonable opinion of the Administrative Agent and HPS (which opinion does not operate as a consent right to the Borrowersincurrence of Incremental Loans in accordance with the terms hereof) and the Borrower, to effect the provisions of this Section 2.091.07. The effectiveness of any Incremental Amendment (and the funding of Incremental Loans thereunder) shall be subject to the satisfaction on the date of funding such Incremental Loans of (x) such conditions as the parties thereto shall agree (which, for the avoidance of doubt, shall be consistent with the conditions in this Agreement (as modified for an extension of Incremental Loans)), (y) the terms of this Section 1.07 in respect of the Commitments in respect of Incremental Loans then being requested and the applicable Incremental Loans then being funded and after giving effect thereto, and (z) both before and after giving effect to the creation of the applicable Commitments in respect of Incremental Loans and the funding of the applicable Incremental Loans, the truth and correctness in all material respects (or in any respect if such representation or warranty contains any materiality qualifier, including references to “material,” “Material Adverse Effect” or dollar thresholds) as of such date of all representations and warranties made by the Borrower may use herein or in any other Transaction Document as of such date (or as of a specific earlier date if such representation or warranty expressly relates to an earlier date and except for changes therein expressly permitted or expressly contemplated by this Agreement); provided that, the proceeds of any Incremental Loans may not be used directly or indirectly by Parent or Servicer for Restricted Payments. Amounts paid or prepaid on account of any Incremental Loans may not be re-borrowed. This Section 1.07(c) shall supersede any provisions in Section 12.01 to the Additional Loans for any purpose not prohibited by this Agreementcontrary.

Incremental Loans. The Borrowers Borrower may at any time after the Funding Dateand from time to time prior to June 23, 2013 (but on no more than two occasions), by written notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request that an additional single-draw term loan be extended (“Incremental Loans”) at least 30 days prior without consent from the Lenders (but subject to the requested funding date of such Commitment Increase, request no more than two increases in approval by the amount Required Lenders of the Commitments, each such increase, a “Commitment Increase,” and such increase shall thereupon become effective upon the effectiveness identity of the Lenders or Additional Lenders (as defined below) making such Incremental Amendment referred to Loans (as set forth below); provided that (i) both at the time of such request all conditions and upon the effectiveness of the Incremental Amendment referred to below, no Default or Event of Default shall exist, (ii) both at the time of any such request and upon the effectiveness of the Incremental Amendment referred to below, all representations and warranties contained parameters set forth in this Agreement and in the other Credit Documents Section 2.16 have been satisfied. Any Borrowing of Incremental Loans shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on such date (it being understood and agreed that (x) any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date and (y) any representation or warranty an aggregate principal amount that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects on such date), (iii) as of the date of incurrence of Additional Loans (a) if such date is prior to March 31, 2013, the Total Leverage Ratio as of the most recently fiscal quarter of the Parent would be not less than 2.50:1.00 on a Pro Forma Basis and, as applicable, calculated in accordance with the definition of Test Period contained herein, after giving effect to the incurrence of the Additional Loans $2,500,000 and (b) if such date is after March 31, 2013, the Parent and its Subsidiaries would be in compliance with the financial covenants contained in Sections 8.07 through 8.11, inclusive, as of the most recently ended Calculation Period on a Pro Forma Basis, after giving effect to the incurrence of the Additional Loans and (iv) unless otherwise agreed to by the Required Lenders, the amount of each Commitment Increase shall be in integral multiples of $10,000,000 500,000 in excess thereof, and the Borrowings of Incremental Loans shall be in an aggregate principal amount (including any Incremental Loans previously extended) not in excess of all such Commitment Increases shall not be more than $20,000,000. The Incremental Loans made pursuant to the Commitment Increase (the “Additional Loans”A) shall rank pari passu in right of payment and of security with the other Loans, (B) shall mature on the Maturity Date and (C) except as set forth in an Incremental Amendment (as defined below), shall have terms identical to, and be treated the same terms as, the other Loans hereunder (including with respect to mandatory and conditions as those applicable to voluntary prepayments, the Loans and proceeds of which shall constitute “be shared pro rata among the Lenders (including the Lenders that extended the Incremental Loans” hereunder)). The notice from the Borrower pursuant to this Section 2.09 shall set forth the requested amount of the Commitment Increase and the funding date of such Commitment Increase. Each of the existing Lenders shall have a right of first refusal to provide its pro rata share of the requested Commitment Increase (but no existing Lender will have any obligation to make any portion of the Commitment Increase); provided that if Incremental Loans may be made by any existing Lender shall choose to not participate in the Commitment Increase, the other existing Lenders shall have the right (but not the obligation) to provide its pro rata share (excluding the share of any non-participating Lender) to provide such amount of the Commitment Increase; provided further that any shortfall of the requested Commitment Increase that has not been provided by an existing Lender pursuant to the terms of this Section 2.09 may be provided or by any other bank or other financial institution that is an Eligible Transferee Assignee (any such other bank or other financial institution Eligible Assignee which is not a Lender at the time of the making of the Incremental Loans being called an “Additional Lender”); provided , provided, that both the Administrative Agent shall and the Required Lenders (each in their sole discretion) have consented approved the identity of all Lenders or Additional Lenders making such Incremental Loans; provided, further, that, subject to the other conditions set forth herein with respect to the making of Incremental Loans, the following entities are pre-approved as Additional Lenders so long as the applicable entity constitutes an Eligible Assignee at the time of making the relevant Incremental Loans: (x) ▇▇▇▇▇ & Company L.P. and any of its Affiliates are pre-approved with respect to Incremental Loans in the aggregate principal amount not to be unreasonably withheldexceed $6,000,000, conditioned or delayedand (y) to such Additional Lender’s providing a ▇▇▇▇▇ AIV VII, L.P. and KEP VI AIV, LLC are pre-approved for any portion of such Commitment Increasethe Incremental Loans. Additional The commitments in respect of the Incremental Loans shall be provided become “Commitments” under this Credit Agreement, and the Incremental Loans shall become “Loans” under this Credit Agreement, pursuant to an amendment to this Credit Agreement (the an “Incremental Amendment”) to this Agreement and, as appropriate, the other Credit Fundamental Documents, executed by each Credit Party, each Lender agreeing to provide such Additional Loans, if any, each Additional Lender, if any, and the Administrative Agent. The An Incremental Amendment may, with the consent of the Parent, the Borrowers and the Administrative Agent, but without the consent of any other Credit Party or the Lenders, may effect such amendments to this Credit Agreement and the other Credit Fundamental Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the BorrowersBorrower, to effect the provisions and intent of this Section 2.09and the application of the proceeds of the relevant Incremental Loans; provided, that the Incremental Amendment may not contain any terms which would have the effect of treating the Incremental Loans differently from the other Loans hereunder other than (in each case, subject to the provisions of this Section 2.16) interest rates and use of proceeds. No Lender shall be obligated to provide any Incremental Loans, unless it so agrees. The Borrower may use the proceeds of the Additional Incremental Loans for any purpose not prohibited by this AgreementCredit Agreement or the relevant Incremental Amendment. In the event that it is necessary for the interest rates (whether as a function of the reference rate or the Applicable Margin) of the Incremental Loans to be higher than the interest rates applicable to the previously extended Loans, the interest rates on such previously extended Loans shall be automatically increased to the interest rates applicable to such Incremental Loans, but if the interest rates of the Incremental Loans are lower than those applicable to the previously extended Loans, the interest rates applicable to the previously extended loans shall be unaffected. In addition to the contemplated Incremental Loans meeting the parameters set forth above in this Section 2.16 the following conditions precedent shall have been satisfied with respect to thereto: (a) at the time of the request for the extension of the Incremental Loans, upon the effectiveness of the Incremental Amendment, and at the time that the Incremental Loans are made (and immediately after giving effect thereto), no Default or Event of Default shall exist; (b) the Borrower and its Subsidiaries shall be in compliance, on a Pro Forma Basis after giving effect to the borrowing of the Incremental Loans, with the provisions of Section 6.21; (c) The Administrative Agent shall have received one or more certificates dated as of the effective date of the proposed extension of the Incremental Loans certifying as to the matters set forth in clauses (a) and (b) above as well as to the accuracy of all representations and warranties made by the Borrower herein, and attaching certified copies of resolutions of the governing body of the Borrower approving the Incremental Loans and the corresponding modifications, if any, to the Fundamental Documents required under an Incremental Amendment; and (d) The Borrower shall have (i) delivered to the Administrative Agent a borrowing notice which, in addition to the information contained in the Borrowing Certificate, shall set forth the requested amount and proposed interest rates for, and use of proceeds of, the relevant Incremental Loans, and (ii) paid any fees required under any Fee Letter in connection with the issuance of the Incremental Loans.