Common use of Incremental Term Facility Clause in Contracts

Incremental Term Facility. Section 3.1. Subject to satisfaction of the conditions precedent contained in Article IV below, each First Amendment Incremental Term Bank hereby severally agrees to provide an Incremental Term Commitment in the amount set forth next to its name on the Incremental Term Commitment Schedule attached as Schedule II hereto, with each such Incremental Term Commitment to be effective as of the First Amendment Effective Date. Each Incremental Term Commitment provided pursuant to this Amendment shall be subject to all of the terms and conditions set forth in the Credit Agreement. The Term Loans with respect to the Incremental Term Facility shall be drawn in full in a single advance on the First Amendment Effective Date subject to the requirements of Section 2.16 of the Credit Agreement. The Credit Parties and Banks hereby agree that on the First Amendment Effective Date, and notwithstanding anything to the contrary contained in the Credit Agreement, (i) the Term Credit shall increase by the Incremental Term Facility effected hereby and (ii) there shall be an automatic adjustment to the Term Loan Percentage in respect of the Term Credit of each Bank with an outstanding Term Loan resulting from the Incremental Term Facility. Section 3.2. The Term Loans funded by the First Amendment Incremental Term Banks on the First Amendment Effective Date shall mature on the 2019 Maturity Date and shall be subject to the (i) same Base Rate Margin, Euro Dollar Margin, prepayment provisions (including Section 2.10(d) of the Credit Agreement, after giving effect to this First Amendment) and other terms and conditions applicable to the Term Credit and the Extended 2013 Term Loans generally under the Credit Agreement and the other Credit Documents and (ii) amortization schedule set forth in Section 2.5(e). Notwithstanding the foregoing, the First Amendment Incremental Term Loans shall not be repaid from the amortization schedules described in Sections 2.5(b) and 2.5(d). This Amendment shall constitute a "Commitment Amount Increase" for purposes of Section 2.5(b) of the Credit Agreement.

Incremental Term Facility. Section 3.1. Subject to satisfaction of the conditions precedent contained in Article IV below, each First Amendment Incremental Term Bank hereby severally agrees to provide an Incremental Term Commitment in the amount set forth next to its name on the Incremental Term Commitment Schedule attached as Schedule II hereto, with each such Incremental Term Commitment to be effective as of the First Amendment Effective Date. Each Incremental Term Commitment provided pursuant to this Amendment shall be subject to all of the terms and conditions set forth herein, the Company 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 AgreementAgreement in the form of an increase to the Term Loan Committed Amount or an additional tranche or tranches of term loan (each an “Incremental Term Facility”) an aggregate amount of up to $50,000,000. The following terms and conditions shall apply to each Incremental Term Loans Facility: (a) the loans made under any such Incremental Term Facility (each an “Additional Term Loan”) shall constitute Credit Party Obligations and will be secured and guaranteed with respect the other Credit Party Obligations on a pari passu basis, (b) any such Incremental Term Facility shall have a maturity date no sooner than the Term Loan Maturity Date and a weighted average life to maturity no shorter than the weighted average life to maturity of the Term Loan at the time of the Incremental Term Loan Facility advance, (c) any such Incremental Term Facility shall be drawn entitled to the same voting rights as the existing Term Loan and shall be entitled to receive proceeds of prepayments on the same basis as the existing Term Loans, (d) any such Incremental Term Facility shall be obtained from existing Lenders or from other banks, financial institutions or investment funds, in full each case in accordance with the terms set forth below, (e) any such Incremental Term Facility shall be in a single advance on minimum principal amount of $25,000,000 and integral multiples of $1,000,000 in excess thereof, (f) the First Amendment Effective Date subject proceeds of any Additional Term Loan will be used for the purposes set forth in Section 3.11, (g) the Company shall execute a Term Note in favor of any new Lender requesting a Term Note, (h) the conditions to the requirements Extensions of Credit in Section 2.16 of the Credit Agreement. The Credit Parties 4.2 shall have been satisfied and Banks hereby agree that on the First Amendment Effective Date, and notwithstanding anything to the contrary contained in the Credit Agreement, (i) the Term Credit Administrative Agent shall increase by have received from the Incremental Term Facility effected hereby Company updated financial projections and (ii) there shall be an automatic adjustment officer’s certificate, in each case in form and substance reasonably satisfactory to the Term Loan Percentage in respect of the Term Credit of each Bank with an outstanding Term Loan resulting from the Incremental Term Facility. Section 3.2. The Term Loans funded by the First Amendment Incremental Term Banks on the First Amendment Effective Date shall mature on the 2019 Maturity Date and shall be subject to the (i) same Base Rate MarginAdministrative Agent, Euro Dollar Margin, prepayment provisions (including Section 2.10(d) of the Credit Agreementdemonstrating that, after giving effect to this First Amendment) and other terms and conditions applicable to any such Incremental Term Facility on a Pro Forma Basis, the Term Credit and Company will be in compliance with the Extended 2013 Term Loans generally under the Credit Agreement and the other Credit Documents and (ii) amortization schedule financial covenants set forth in Section 2.5(e)5.9 and no Default or Event of Default shall exist. Notwithstanding Participation in the foregoing, the First Amendment Incremental Term Loans shall not Facility may be repaid from the amortization schedules described in Sections 2.5(b) and 2.5(d). This Amendment shall constitute a "Commitment Amount Increase" for purposes of Section 2.5(b) offered to each of the existing Lenders, but each such Lender shall have no obligation to provide all or any portion of the Incremental Term Facility. The Company may invite other banks, financial institutions and investment funds reasonably acceptable to the Administrative Agent to join this Credit AgreementAgreement as Lenders hereunder, provided that such other banks, financial institutions and investment funds shall enter into such joinder agreements to give effect thereto as the 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 Facility. Section 3.1. Subject to satisfaction of the conditions precedent contained in Article IV below, each First Amendment The aggregate Incremental Term Bank hereby severally agrees to provide an Commitments of $ provided hereunder [shall be designated “Tranche Incremental Term Commitment in Facility] (the amount set forth next to its name on “[Tranche ] Incremental Term Facility”) [and the Incremental Term Commitment Schedule attached as Schedule II hereto, with each such Loans made thereunder shall be designated Tranche Incremental Term Commitment Loans] [see footnote 1 regarding tranches] shall, in addition to be effective as of the First Amendment Effective Date. Each Incremental Term Commitment provided pursuant to this Amendment shall be subject to all of the terms and conditions set forth in the Credit Agreement. , have the following terms and conditions: (a) The Incremental Term Loans with respect Facility Closing Date must occur on or prior to , 20 (the “Termination Date”), which shall in no event be less than ten Business Days from the date of this Supplement; (b) The Maturity Date shall be , 20 ; (c) The Borrower shall repay to the Administrative Agent for the ratable account of the Incremental Term Facility Lenders the aggregate principal amount of all [Tranche ] Incremental Term Loans outstanding on the following dates in the respective amounts set forth opposite such dates (which amounts shall be drawn reduced as a result of the application of prepayments in full accordance with the order of priority set forth in a single advance on the First Amendment Effective Date subject to the requirements of Section 2.16 2.06 of the Credit Agreement. The Credit Parties and Banks hereby agree ): provided, however, that the final principal repayment installment of the [Tranche ] Incremental Term Loans shall be repaid on the First Amendment Effective Date, Maturity Date for the [Tranche ] Incremental Term Facility under which such [Tranche ] Incremental Term Loans were made and notwithstanding anything in any event shall be in an amount equal to the contrary contained in aggregate principal amount of all [Tranche ] Incremental Term Loans outstanding on such date; (d) The Applicable Rate for the Credit Agreement, [Tranche ] Incremental Term Loans shall be (i) the Term Credit shall increase by the Incremental Term Facility effected hereby with respect to Base Rate Loans, a rate per annum equal to %, and (ii) there shall be an automatic adjustment with respect to the Term Loan Percentage in respect Eurodollar Loans, a rate per annum equal to %; and (e) The making of the Term Credit of each Bank with an outstanding Term Loan resulting from the [Tranche ] Incremental Term Facility. Section 3.2. The Term Loans funded by the First Amendment Incremental Term Banks on the First Amendment Effective Date shall mature on the 2019 Maturity Date and shall be subject to the (i) same Base Rate Marginprovisions of Sections 2.01(c), Euro Dollar Margin, prepayment provisions (including Section 2.10(d) of the Credit Agreement, after giving effect to this First Amendment) 2.02 and other terms and conditions applicable to the Term Credit and the Extended 2013 Term Loans generally under the Credit Agreement and the other Credit Documents and (ii) amortization schedule set forth in Section 2.5(e). Notwithstanding the foregoing, the First Amendment Incremental Term Loans shall not be repaid from the amortization schedules described in Sections 2.5(b) and 2.5(d). This Amendment shall constitute a "Commitment Amount Increase" for purposes of Section 2.5(b) 4.02 of the Credit Agreement.

Incremental Term Facility. (a) Provided there exists no Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders) specifying in reasonable detail the proposed terms thereof, the Borrowers may from time to time after the Amendment Effective Date, request the establishment of one or more new term loan commitments (the “Incremental Term Loan Commitments”; the facility represented by such commitments and the term loans made thereunder, the “Incremental Term Loan Facility”) by an amount (for all such requests, together with all requests for an increase in the Revolving Credit Facility pursuant to Section 3.12.22) not exceeding $250,000,000; provided that (i) any such request for an increase shall be in a minimum amount of the lesser of (x) $25,000,000 and (y) the entire remaining amount of new term loan commitments available under this Section, and (ii) the Borrowers shall make no more than a total of three requests for Incremental Term Loan Commitments under this Section and/or increases in the Revolving Credit Facility under Section 2.22. Subject At the time of sending such notice, the Borrowers and the Administrative Agent shall specify the time period within which each Lender is requested to satisfaction respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Lenders). (b) Each Lender shall notify the Administrative Agent within such time period whether or not it elects to provide such Incremental Term Loans and, if so, whether by an amount equal to, greater than, or less than its ratable portion (based on such Lender’s ratable share of the Revolving Credit Facility as of the date of such notice) of such Incremental Term Loan Commitments. Any Lender approached to provide all or a portion of the Incremental Term Loans may elect or decline, in its sole discretion, to provide such loans thereunder. Any Lender not responding within such time period shall be deemed to have declined to provide the Incremental Term Loans. (c) The Administrative Agent shall promptly notify the Borrowers and each Lender of the Lenders’ responses to each request made hereunder. To achieve the full amount of a requested Incremental Term Facility, the Borrowers may also invite Eligible New Lenders to become Incremental Term Lenders pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent. (d) If the Incremental Term Loans are made in accordance with this Section, the Administrative Agent and the Borrowers shall determine the effective date (the “Incremental Term Effective Date”) and the final allocation of such Incremental Term Loans. The Administrative Agent shall promptly notify the Borrowers and the Incremental Term Lenders of the final allocation of such Incremental Term Loans and the Incremental Term Effective Date. The terms and conditions of any Incremental Term Loan Facility shall be identical to those of the Revolving Credit Facility (except to reflect the term loan nature of the Incremental Term Loan Facility including, that once repaid or prepaid, Incremental Term Loans cannot be re-borrowed), shall be governed by this Agreement, shall be unsecured and shall have the same guarantees as the Revolving Credit Facility. In connection with the making of the Incremental Term Loans, this Agreement and the other Loan Documents may be amended in a writing (which may be executed and delivered by the Obligors and the Administrative Agent, without the consent of any Lender) to reflect any technical changes necessary to give effect to such Incremental Term Loan Facility in accordance with its terms as set forth herein (including the addition of such Incremental Term Loans as a “Facility” hereunder) (such amendment, an “Incremental Term Loan Amendment Agreement”). (e) As a condition precedent to such Incremental Term Facility, (i) each Borrower shall deliver to the Administrative Agent a certificate of such Borrower dated as of the Incremental Term Effective Date signed by a Responsible Officer of such Borrower, certifying and attaching the resolutions adopted by such Borrower approving or consenting to such Incremental Term Facility, and certifying that the conditions precedent contained in Article IV below, each First Amendment Incremental Term Bank hereby severally agrees to provide an Incremental Term Commitment set out in the amount set forth next to its name on following subclauses (ii) through (v) have been satisfied (which certificate shall include supporting calculations demonstrating compliance with the Incremental Term Commitment Schedule attached as Schedule II hereto, with each such Incremental Term Commitment to be effective as of the First Amendment Effective Date. Each Incremental Term Commitment provided pursuant to this Amendment shall be subject to all of the terms and conditions set forth in clause (vi) below), (ii) no Default shall have occurred and be continuing or would result from such increase, (iii) the representations and warranties of the Obligors set forth in this Agreement, and of each Credit Agreement. The Party in each of the other Loan Documents to which it is a party, shall be true and correct in all material respects as of the Incremental Term Loans Effective Date, except for representations and warranties expressly stated to relate to a specific earlier date, in which case such representations and warranties were true and correct in all material respects as of such earlier date, (iv) (A) the maturity date with respect to the Incremental Term Facility shall not be drawn in full in a single advance on the First Amendment Effective Date subject prior to the requirements of Section 2.16 of the Credit Agreement. The Credit Parties Maturity Date and Banks hereby agree that on the First Amendment Effective Date, and notwithstanding anything to the contrary contained in the Credit Agreement, (iB) the Term Credit shall increase by the Incremental Term Facility effected hereby and (ii) there shall not require any amortization payments to be an automatic adjustment made thereunder prior to the Term Loan Percentage Maturity Date, except for, in respect the case of this clause (B), amortization payments in an aggregate amount not exceeding 5% of the Term Credit aggregate principal amount of each Bank with an outstanding Term Loan resulting from the such Incremental Term Facility. Section 3.2. The Term Loans funded by the First Amendment Incremental Term Banks on the First Amendment Effective Date shall mature on the 2019 Maturity Date and shall be subject to the (i) same Base Rate Margin, Euro Dollar Margin, prepayment provisions (including Section 2.10(d) Facility in any fiscal year of the Credit AgreementObligors, and (v) immediately after giving effect to this First Amendment) and other terms and conditions applicable to the Incremental Term Credit Loan Commitments and the Extended 2013 making of Incremental Term Loans generally under the Credit Agreement and the other Credit Documents and (ii) amortization schedule set forth in Section 2.5(e). Notwithstanding the foregoingthereunder, the First Amendment Obligors shall be in Pro Forma Compliance (it being understood and agreed that the proceeds of such Incremental Term Loans shall not be repaid from the amortization schedules described in Sections 2.5(b) and 2.5(d). This Amendment shall constitute a "Commitment Amount Increase" included as Unrestricted Cash for purposes of the calculation under this clause (v)), and (vi) to the extent reasonably requested by the Administrative Agent, the Administrative Agent shall have received legal opinions, resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Amendment Effective Date under Section 2.5(b) 5.01 with respect to the Obligors and each other Credit Party evidencing the approval of such Incremental Term Loans by the Obligors and each other Credit AgreementParty.

Incremental Term Facility. Section 3.1. Subject to the satisfaction of the conditions precedent contained set forth in Article IV Section 8 below, each First Amendment the Borrower, the Guarantors, the 2021 Incremental Term Bank Lender and Agent hereby severally agree as follows: (a) The Borrower is requesting 2021 Incremental Term Loans in the aggregate principal amount of $281,895,272.86 from the 2021 Incremental Term Lender pursuant to and on the terms set forth in Section 2.19 of the Credit Agreement, effective on the Effective Date, and on the Effective Date, the Borrower will borrow the full amount of the 2021 Incremental Term Loans from the 2021 Incremental Term Lender. The full principal amount of such 2021 Incremental Term Loans are being incurred initially in reliance on clause (i)(y) of the first proviso of Section 2.19(a) under the Credit Agreement. (b) The 2021 Incremental Term Lender party hereto hereby agrees to provide an make the 2021 Incremental Term Commitment Loans to the Borrower on the Effective Date immediately following the 2021 Term Loan Extension, in an aggregate principal amount equal to the amount set forth next to its opposite the 2021 Incremental Term Lender’s name on Schedule 2.01 hereto under the heading “2021 Incremental Term Commitment Schedule attached as Schedule II heretoLoan Commitment”. Amounts borrowed under this Section 3(b) and repaid or prepaid may not be reborrowed. (c) On the Effective Date, substantially concurrently with each such the effectiveness of this Amendment and any funding of the 2021 Incremental Term Commitment to be effective as of Loans, the First Amendment Effective Date. Each Borrower shall (X) prepay in full the 2020 Incremental Term Commitment provided pursuant Loans outstanding on the Effective Date immediately prior to giving effect to this Amendment shall by paying or causing to be subject paid to all the Administrative Agent in immediately available funds an aggregate amount (the “2020 Incremental Term Loan Prepayment Amount”) equal to the sum of (I) an amount equal to 102.00% of the terms aggregate principal amount of the 2020 Incremental Term Loans outstanding on the Effective Date immediately before giving effect to this Amendment (which amount set forth in this clause (I), for the avoidance of doubt, includes the Applicable Premium due pursuant to Section 2.12(e)(ii) of the Credit Agreement in connection with such prepayment of the 2020 Incremental Term Loans (the “Applicable Prepayment Premium”)) plus (II) all accrued and conditions unpaid interest (without duplication of the Applicable Prepayment Premium pursuant to clause (I) above) on the 2020 Incremental Term Loans to, but not including, the Effective Date and (Y) prepay Initial Term Loans (as in effect after giving effect to the 2021 Term Loan Extension) in an aggregate principal amount equal to $156,895,272.86 (which such amount may, for the avoidance of doubt, constitute all or a portion of the remaining Initial Term Loans after giving effect to the 2021 Term Loan Extension) (the “Initial Term Loan Prepayment Amount”) equal to the sum of (I) an amount equal to 100.00% of the aggregate principal amount of the Initial Term Loans set forth in the Credit Agreement. The Initial Term Loan Prepayment Notice plus (II) all accrued and unpaid interest on such Initial Term Loans with respect to to, but not including, the Incremental Term Facility shall be drawn in full in a single advance on the First Amendment Effective Date subject to the requirements of Section 2.16 of the Credit Agreement. The Credit Parties and Banks hereby agree that on the First Amendment Effective Date, and notwithstanding anything to . (d) For the contrary contained in the Credit Agreementavoidance of doubt, (i) the Term Credit shall increase by the 2021 Incremental Term Facility effected hereby Loans shall be deemed to be “Loans”, “2021 New Term Loans” and “Term Loans”, (ii) there the 2021 Incremental Term Loans shall be an automatic adjustment deemed to be a separate and distinct Class from the Initial Term Loans (if any, following the consummation of the 2021 Transactions), (iii) the 2021 Incremental Term Loans shall be of the same Class as the 2021 Extended Term Loans outstanding on the Effective Date (for the avoidance of doubt, after giving effect to the 2021 Term Loan Percentage Extension), (iv) each 2021 Incremental Term Lender shall be deemed to be a “Lender”, “2021 New Term Lender” and a “Term Lender”, (v) the 2021 Incremental Term Loan Commitments shall be deemed to be a “Term Loan Commitment”, and (vi) this Amendment shall be deemed to be an “Incremental Amendment” and a “Loan Document”, in respect each case for all purposes of the Term Amended Credit Agreement and the other Loan Documents. (e) The Borrower’s execution and delivery of each Bank with an outstanding Term Loan resulting from this Amendment to the Administrative Agent shall constitute notice to the Administrative Agent by the Borrower requesting the 2021 Incremental Term Facility. Loans pursuant to Section 3.2. The Term Loans funded by the First Amendment Incremental Term Banks on the First Amendment Effective Date shall mature on the 2019 Maturity Date and shall be subject to the (i) same Base Rate Margin, Euro Dollar Margin, prepayment provisions (including Section 2.10(d2.19(a) of the Credit Agreement, after giving effect to this First Amendment) and other terms and conditions applicable to and, for the Term Credit and the Extended 2013 Term Loans generally under the Credit Agreement and the other Credit Documents and (ii) amortization schedule avoidance of doubt, shall satisfy such notice requirement set forth in Section 2.5(e). Notwithstanding the foregoing, the First Amendment Incremental Term Loans shall not be repaid from the amortization schedules described in Sections 2.5(b) and 2.5(d). This Amendment shall constitute a "Commitment Amount Increase" for purposes of Section 2.5(b2.19(a) of the Credit Agreement.

Incremental Term Facility. Section 3.1. Subject (a) Incremental Term Facility Commitments (i) Each Borrower shall have the right, in consultation and coordination with the Agent as to satisfaction all of the matters set forth below in this Clause 7.1, but without requiring the consent of any of the Lenders, to request at any time and from time to time after the Syndication Date and prior to the relevant Termination Date for the respective Tranche of Incremental Term Facility Advances that one or more Lenders or one or more Eligible Institutions provide to such Borrower Incremental Term Facility Commitments under such Tranche of Incremental Term Facility as designated in the respective Incremental Term Facility Commitment Agreement and, subject to the terms and conditions precedent contained in Article IV below, each First Amendment this Agreement and in the respective Incremental Term Bank hereby severally agrees Facility Commitment Agreement, make Incremental Term Facility Advances pursuant thereto, so long as: (A) no Default or Event of Default then exists or would result therefrom and all of the Repeating Representations contained herein and in the other Finance Documents are true and correct in all material respects at such time (unless stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); (B) the Existing Borrower and its Subsidiaries will be in compliance with Clause 24 (Financial Condition) on a Pro Forma Basis after giving effect to each incurrence of Incremental Term Facility Advances and the applica­tion of the proceeds therefrom; and (C) on or before the date of each Incremental Term Facility Commitment Agreement, the Existing Borrower shall have delivered to the Agent a certificate of the Authorised Representative of the Existing Borrower certifying (A) which provisions (if any) of the Permitted Subordinated Indebtedness Documents the respective incurrence of Incremental Term Facility Advances will be allowed under and demonstrating in reasonable detail that the full amount of such Incremental Term Facility Advances may be incurred in accordance with, and will not violate the provisions of, the Permitted Subordinated Indebtedness Document, (B) the ratio of Senior Indebtedness to Consolidated EBITDA is less than 3.00:1.00 (based on the most recently delivered Compliance Certificate in accordance with paragraph (d) (Officer’s Certificates) of Clause 23.1 (Information Covenants)) and (C) the purpose of the use of the proceeds of such Tranche of Incremental Term Facility. (ii) Furthermore, it is understood and agreed that: (A) no Lender shall be obligated to provide an Incremental Term Facility Commitment, and until such time, if any, as such Lender has agreed in its sole discretion to provide an Incremental Term Facility Commitment and executed and delivered to that Borrower and the Agent an Incremental Term Facility Commitment Agreement as provided in paragraph (b) (Incremental Term Facility Commitment Agreement) of this Clause 7.1, such Lender shall not be obligated to fund any Incremental Term Facility Advances; (B) any Lender (including Eligible Institutions) may so provide an Incremental Term Facility Commitment without the consent of the Agent or any other Lender; (C) each Tranche of Incremental Term Facility Commitments shall be made available to the Borrowers; (D) the amount set forth next to its name on the of each Tranche of Incremental Term Commitment Schedule attached as Schedule II hereto, with each such Facility Commitments shall be in a minimum aggregate amount for all Lenders which provide an Incremental Term Facility Commitment under such Tranche of Incremental Term Facility Advances of at least $50,000,000 (or the Euro Amount thereof as determined at the time that Incremental Term Facility Commitments are obtained); (E) the aggregate amount of all Incremental Term Facility Commitments permitted to be effective as of the First Amendment Effective Date. Each Incremental Term Commitment provided pursuant to this Clause 7.1 shall not exceed $500,000,000 (excluding all amounts borrowed prior to the Fifth Amendment and Restatement Effective Date (or the Euro Amount thereof as determined at the time that such Incremental Term Facility Commitments are obtained) (it being understood and agreed, however, to the extent that any such Incremental Term Facility Commitments are obtained but later expire, terminate or are voluntarily reduced in each case without being utilised, the amount of such Incremental Term Facility Commitments so expired, terminated or voluntarily reduced may again be available to be obtained under this Clause 7.1 within the limits set forth herein); (F) the up-front fees and, if applicable, any unutilised commitment fees and/or other fees, payable in respect of each Incremental Term Facility Commitment shall be subject separately agreed to all by each relevant Borrower and each Incremental Term Facility Lender; (G) each Tranche of the terms and conditions set forth in the Credit Agreement. The Term Loans with respect to the Incremental Term Facility shall be drawn in full in a single advance on the First Amendment Effective Date subject to the requirements of Section 2.16 of the Credit Agreement. The Credit Parties and Banks hereby agree that on the First Amendment Effective Date, and notwithstanding anything to the contrary contained in the Credit Agreement, have (i) a Final Maturity Date of no earlier than the Final Maturity Date of the D Facilities and (ii) a Weighted Average Life to Maturity of no less than the Weighted Average Life to Maturity as then remaining for the D Facilities; (H) any Incremental Term Credit Facility Advance being incurred under any single Incremental Term Facility Commitment Agreement shall increase by be used for Permitted Acquisitions and/or the redemption or repurchase of the Senior Subordinated Notes or New Senior Subordinated Notes (including, without limitation, any related redemption or repurchase fees). The date of the consummation of a Permitted Acquisition (as well as the date on which any Indebtedness assumed as part of such Permitted Acquisition is to be refinanced) or, as the case may be, the date of the redemption of the Senior Subordinated Notes or New Senior Subordinated Notes being prepaid with the proceeds of such Incremental Term Facility Advance, shall occur no later than 10 Business Days after the date of the incurrence of such Incremental Term Facility Advance; (I) each Incremental Term Facility Commitment Agreement shall specifically designate, with the approval of the Agent, that the Tranche of the Incremental Term Facility effected hereby and (ii) there Commitments being provided thereunder shall be an automatic adjustment to the Term Loan Percentage in respect a new Tranche which shall exist separately from any existing Tranche of the Term Credit of each Bank with an outstanding Term Loan resulting from the Incremental Term Facility. Section 3.2. The Term Loans funded by the First Amendment , Incremental Term Banks on Facility Commitments or other Term Facility Advance, unless the First Amendment Effective Date shall mature on the 2019 Maturity Date and requirements of paragraph (c) (Constitution of each Tranche of Incremental Term Facility) of this Clause 7.1 are satisfied in which case such Tranche shall be subject added on to an existing Tranche of the Incremental Term Facility (ior Incremental Term Facility Commitments) same Base Rate Margin, Euro Dollar Margin, prepayment provisions or another D Facility Advance in accordance with paragraph (including Section 2.10(dc) (Constitution of each Tranche of Incremental Term Facility) of the Credit Agreementthis Clause 7.1; (J) all Incremental Term Facility Advances (and all interest, after giving effect to this First Amendment) fees and other terms and conditions applicable to the Term Credit and the Extended 2013 Term Loans generally amounts payable thereon) shall be obligations under the Credit this Agreement and the other Credit applicable Finance Documents and shall be secured by the Security Documents, on a pari passu basis with all other Term Facility Outstandings; and (iiK) amortization schedule each Lender agreeing to provide an Incremental Term Facility Commitment pursuant to an Incremental Term Facility Commitment Agreement shall, subject to the satisfaction of the relevant conditions set forth in Section 2.5(e). Notwithstanding the foregoingthis Agreement, the First Amendment make Incremental Term Loans shall not be repaid from Facility Advances under the amortization schedules described Tranche specified in Sections 2.5(bsuch Incremental Term Facility Commitment Agreement as provided in Clause 4.2 (Conditions to Utilisation of Incremental Term Facility) and 2.5(d). This Amendment such Advances shall constitute a "Commitment Amount Increase" thereafter be deemed to be Incremental Term Facility Advances under such Tranche for all purposes of Section 2.5(b) of this Agreement and the Credit Agreementother applicable Finance Documents.

Incremental Term Facility. (a) Upon notice to the Administrative Agent (which shall promptly notify the Lenders) and subject to the terms and conditions of this Section 3.12.17, at any time during the Incremental Availability Period, the Borrower may request a Lender (an “Incremental Term Lender”) provide one or more tranches of incremental term loans (each an “Incremental Term Facility” and the loans thereunder, “Incremental Term Loans”) in an aggregate amount not to exceed $200,000,000. Subject Any such Incremental Term Facility shall be on the same terms as, and constitute an increase in, the Initial Term Facility. (b) The notice from the Borrower to the Administrative Agent delivered pursuant to Section 2.17(a) shall set forth the requested amount of the applicable Incremental Term Facility, which amount shall not be less than $50,000,000. (c) The effectiveness of any Incremental Term Facility and the funding thereof shall be subject to satisfaction of each of the following conditions (the date of the satisfaction of such conditions, the “Incremental Term Facility Effective Date”): (i) the Administrative Agent shall have received a Notice of Borrowing as required by Section 2.02, (ii) all fees and expenses required to be paid on or before the Incremental Term Facility Effective Date (in the case of expenses, for which the Borrower has been billed at least three Business Days prior to the Incremental Term Facility Effective Date), including the reasonable and documented fees and expenses of one counsel for the Administrative Agent shall have been paid, (iii) at the time of and upon giving effect to the borrowing and application of the Incremental Term Loans on the Incremental Term Facility Effective Date, (A) the representations and warranties of the Borrower contained in Article 4 shall be true and correct in all material respects (or, with respect to any representation or warranty qualified by reference to materiality or Material Adverse Effect, in all respects) on and as of the applicable Incremental Term Facility Effective Date, except to the extent such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date and (B) no Default shall have occurred and be continuing or would result from the borrowing of the Incremental Term Loans and the application thereof, (iv) the Administrative Agent shall have received evidence satisfactory to it that all filings, consents and approvals, if any, required to be made with, or obtained from, any governmental authority in connection with the Incremental Term Loans shall have been made or obtained and shall be, in each case, in full force and effect on and as of the Incremental Term Facility Effective Date and (v) the Administrative Agent shall have received a certificate dated the Incremental Term Facility Effective Date from a Responsible Officer of the Borrower confirming the satisfaction of the conditions precedent contained described in Article IV belowclause (iii) of this Section 2.17(c). (d) This Agreement may be amended by the Borrower, each First Amendment Incremental Term Bank hereby severally agrees to provide an Incremental Term Commitment in the amount set forth next to its name on the Incremental Term Commitment Schedule attached Lender and the Administrative Agent (an “Incremental Lender Agreement”) in the form of Exhibit I to effect such amendments as Schedule II hereto, with each such Incremental Term Commitment to may be effective as necessary or appropriate in the opinion of the First Amendment Effective Date. Each Incremental Term Commitment provided pursuant to this Amendment shall be subject to all of the terms and conditions set forth in the Credit Agreement. The Term Loans with respect to the Incremental Term Facility shall be drawn in full in a single advance on the First Amendment Effective Date subject to the requirements of Section 2.16 of the Credit Agreement. The Credit Parties and Banks hereby agree that on the First Amendment Effective Date, and notwithstanding anything to the contrary contained in the Credit Agreement, (i) the Term Credit shall increase by the Incremental Term Facility effected hereby and (ii) there shall be an automatic adjustment to the Term Loan Percentage in respect of the Term Credit of each Bank with an outstanding Term Loan resulting from the Incremental Term Facility. Section 3.2. The Term Loans funded by the First Amendment Incremental Term Banks on the First Amendment Effective Date shall mature on the 2019 Maturity Date and shall be subject to the (i) same Base Rate Margin, Euro Dollar Margin, prepayment provisions (including Section 2.10(d) of the Credit Agreement, after giving effect to this First Amendment) and other terms and conditions applicable to the Term Credit Administrative Agent and the Extended 2013 Term Loans generally under Borrower to effect the Credit Agreement and the other Credit Documents and (ii) amortization schedule set forth in provisions of this Section 2.5(e). Notwithstanding the foregoing, the First Amendment Incremental Term Loans shall not be repaid from the amortization schedules described in Sections 2.5(b) and 2.5(d). This Amendment shall constitute a "Commitment Amount Increase" for purposes of Section 2.5(b) of the Credit Agreement2.17.

Incremental Term Facility. Section 3.1. Subject to satisfaction of the conditions precedent contained in Article IV below, each First Amendment Incremental Term Bank hereby severally agrees to provide an Incremental Term Commitment in the amount set forth next to its name on the Incremental Term Commitment Schedule attached as Schedule II hereto, with each such Incremental Term Commitment to be effective as of the First Amendment Effective Date. Each Incremental Term Commitment provided pursuant to this Amendment shall be subject to all of the terms and conditions set forth herein and so long as no Default or Event of Default has occurred and is continuing, the Borrower shall have the right, up to two times prior to the Maturity Date, to incur additional Indebtedness under this Credit Agreement in the Credit Agreementform of term loans (each, an “Incremental Term Facility” and collectively the “Incremental Term Facilities”). The Term Loans with respect following terms and conditions shall apply to the Incremental Term Facilities: (i) the loans made under the Incremental Term Facilities (the “Additional Term Loans”) shall constitute Credit Party Obligations and will be secured and guaranteed with the other Credit Party Obligations on a pari passu basis, (ii) the interest rate margin and amortization schedule applicable to each Incremental Term Facility shall be drawn in full in determined at the time such Incremental Term Facility is made available, (iii) each Incremental Term Facility shall have a single advance on maturity date no sooner than the First Amendment Effective Date subject Maturity Date, (iv) each Incremental Term Facility shall be entitled to the requirements of Section 2.16 of same voting rights as the Credit Agreement. The Credit Parties and Banks hereby agree that on the First Amendment Effective Date, and notwithstanding anything existing Revolving Loans voting as one class except as to the contrary contained in the Credit Agreement, (i) the Term Credit shall increase by matters solely affecting the Incremental Term Facility effected hereby and (ii) there shall be an automatic adjustment entitled to receive proceeds of prepayments on the Term Loan Percentage in respect same basis as the existing Revolving Loans, but prior to any prepayments of the Term Credit of each Bank Revolving Loans with an outstanding Term Loan resulting from such proceeds, (v) the Incremental Term Facility. Facilities shall be obtained from existing Lenders or from other banks, financial institutions or investment funds, in each case in accordance with the terms set forth below, (vi) each Incremental Term Facility shall be in a minimum amount of $25,000,000 (and $5,000,000 increments in excess thereof), (vii) the aggregate amount of all Incremental Term Facilities and all Incremental Revolving Facilities (if any) shall not exceed $50,000,000 at any time, (viii) the proceeds of any Additional Term Loan will be used for the purposes set forth in Section 3.2. The 3.11, (ix) the Borrower shall execute a promissory note in form and substance satisfactory to the Administrative Agent in favor of any new Lender or any existing Lender requesting a note, (x) the conditions to Extensions of Credit in Section 4.2 shall have been satisfied and (xi) the Administrative Agent shall have received from the Borrower (A) resolutions, legal opinions and other corporate authority documents with respect to such Incremental Term Loans funded Facility requested by the First Amendment Incremental Term Banks Administrative Agent, substantially the same in form and substance as those delivered on the First Amendment Effective Closing Date shall mature on the 2019 Maturity Date pursuant to Section 4.1 and shall be subject (B) updated financial projections and an officer’s certificate, in each case in form and substance reasonably satisfactory to the (i) same Base Rate MarginAdministrative Agent, Euro Dollar Margin, prepayment provisions (including Section 2.10(d) of the Credit Agreementdemonstrating that, after giving effect to this First Amendment) and other terms and conditions applicable to the any such Incremental Term Credit and the Extended 2013 Term Loans generally under Facility on a Pro Forma Basis, the Credit Agreement and Parties will be in compliance with the other Credit Documents and (ii) amortization schedule financial covenants set forth in Section 2.5(e)5.9 and no Default or Event of Default shall exist. Notwithstanding the foregoing, the First Amendment Participation in Incremental Term Loans Facilities shall not be repaid from the amortization schedules described in Sections 2.5(b) and 2.5(d). This Amendment shall constitute a "Commitment Amount Increase" for purposes of Section 2.5(b) offered first to each of the existing Lenders and each such Lender shall have ten (10) Business Days to respond to such offer, but each such Lender shall have no obligation to provide all or any portion of the Incremental Term Facilities. If the amount of any Incremental Term Facility requested by the 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 AgreementAgreement 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 solely incorporate the terms of any new Incremental Term Facility therein.

Incremental Term Facility. Section 3.1. Subject ​ (a) At any time after the Closing Date and prior to satisfaction the four year anniversary of the ​ Closing Date, Borrower may request that the Lenders or Additional Lenders (as defined below) on one or more occasions establish one or more incremental term loan facilities under this Agreement in an aggregate principal amount not to exceed $30,000,000 (each such facility, an “Incremental Term Facility”). No Lender shall be obligated to participate in an Incremental Term Facility. Any Incremental Term Facility shall be in an amount of at least $10,000,000 and integral multiples of $1,000,000 in excess thereof. ​ (b) Each of the following shall be conditions precedent contained in Article IV below, each First Amendment to the effectiveness of any Incremental Term Bank hereby severally agrees Facility: (i) Borrower shall have delivered an irrevocable written request to the Administrative Agent for such Incremental Term Facility at least ten (10) Business Days prior to the requested effective date of such Incremental Term Facility (or such shorter period as agreed to by the Administrative Agent), and promptly after receipt thereof, the Administrative Agent shall invite each Lender to provide the Incremental Term Facility ratably in accordance with its Term Percentage of each requested Incremental Term Facility (it being agreed that no Lender shall be obligated to provide an Incremental Term Commitment Facility and that any Lender may elect to participate in such Incremental Term Facility in an amount that is less than its Term Percentage of such requested Incremental Term Facility or more than its Term Percentage of such requested Incremental Term Facility if other Lenders have elected not to participate in any applicable requested Incremental Term Facility in accordance with their Term Percentages) and to the amount set forth next extent five (5) Business Days after receipt of invitation, sufficient Lenders do not agree to its name on provide the Incremental Term Commitment Schedule attached as Schedule II heretoFacility on terms acceptable to Borrower, then Borrower may invite any prospective lender that satisfies the criteria of being an “Eligible Assignee” to become a Lender in connection with the proposed Incremental Term Facility (each such person an “Additional Lender”); ​ (ii) each Lender or Additional Lender agreeing to participate in any such Incremental Term Commitment Facility, Borrower and the Administrative Agent have signed an Incremental Joinder (any Incremental Joinder may, with the consent of the Administrative Agent (not to be effective unreasonably withheld, conditioned or delayed), Borrower and the Lenders agreeing to such Incremental Term Facility, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate to effectuate the provisions of this Section 2.27) and Borrower shall have executed any Notes requested by any Lender or Additional Lender in connection with the incurrence of the First Amendment Effective Date. Each Incremental Term Commitment provided pursuant Facility. Notwithstanding anything to the contrary in this Agreement or in any other Loan Document, an Incremental Joinder reasonably satisfactory to the Administrative Agent, and the amendments to this Amendment ​ Agreement effected thereby, shall be subject not require the consent of any Lender other than the Lender(s) or Additional Lender(s) agreeing to all fund such Incremental Term Facility; ​ (iii) after giving pro forma effect to such Incremental Term Facility and the use of proceeds thereof, (A) each of the terms conditions precedent in Section 5.2(a) are satisfied and conditions (B) no Default or Event of Default shall have occurred and be continuing at the time of the funding of such Incremental Term Facility; ​ (iv) after giving pro forma effect to such Incremental Term Facility and the use of proceeds thereof (including pro forma effect to any applicable Permitted Acquisition), the Consolidated Senior Leverage Ratio (calculated without giving any netting effect to the cash proceeds of the Incremental Term Facility) shall not be greater than the lesser of 3.50:1.00 and the applicable covenant level set forth in Section 7.1 for the Credit Agreement. The period ending on the last day of the most recent fiscal quarter for which financial statements of Borrower referred to in Section 6.1(b) are required to be delivered, and (C) Qualified Availability shall be at least $3,500,000, and Borrower shall have delivered to the Administrative Agent a certificate in form and substance reasonably satisfactory to the Administrative Agent evidencing compliance with the requirements of this clause (iv) and clause (iii) above, ​ (v) any Incremental Term Loan Facility may provide for the ability to participate (A) on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) in any voluntary prepayments of the Term Loans with respect to and (B) on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) in any mandatory prepayments of the Term Loans, and, in any case, (X) the Incremental Term Facility shall be drawn in full in have a single advance on final maturity date that is the First Amendment Effective Date subject to the requirements of Section 2.16 of the Credit Agreement. The Credit Parties and Banks hereby agree that on the First Amendment Effective Term Loan Maturity Date, and notwithstanding anything to the contrary contained in the Credit Agreement, (iY) the Term Credit shall increase by the Incremental Term Facility effected hereby and Loan shall amortize at a quarterly rate of 0.25% of the initial principal amount thereof (ii) there shall be an automatic subject to adjustment to as provided herein for the Term Loans), commencing with the first full fiscal quarter after the funding thereof; ​ (vi) any Incremental Term Loan Percentage shall rank pari passu or junior in right of security in respect of the Collateral and the collateral pledged pursuant to each Limited Recourse Pledge Agreement; ​ (vii) no Incremental Term Credit of Facility will be guaranteed by any Person other than a Guarantor or a Limited Recourse Pledgor hereunder and shall not be secured by any property or assets other than the Collateral or collateral pledged pursuant to each Bank with an outstanding Limited Recourse Pledge Agreement; ​ (viii) the all-in yield (based on the interest rate and original issue discount and upfront fees, if any, but excluding other amounts, including arrangement, commitment, structuring and underwriting fees) applicable to any Incremental Term Loan resulting from shall not be more than 0.50% per annum higher than the corresponding all-in yield with respect to the then-existing Term Loans (measured based on the all-in yield with respect to the Term Loans made on the Closing Date) unless the Applicable Margin with respect to the then-existing Term Loans is increased by an amount equal to the difference between the all-in yield with respect to such Incremental Term Facility and the all-in yield applicable to the then-existing Term Loans minus 0.50%; and ​ (ix) Borrower shall have paid all fees and expenses owing to the Administrative Agent, the Lenders or Additional Lenders in connection with the exercise of the applicable Incremental Term Facility.. ​ ​ (c) Upon the effectiveness of any Incremental Term Facility, all references in this Agreement and any other Loan Document to the Term Loans, Loans, and/or Lenders shall be deemed, unless the context otherwise requires, to include the term loans incurred pursuant to such Incremental Term Facility and the lenders thereunder. ​ (d) The Incremental Term Facilities established pursuant to this Section 3.22.27 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, other than in the case of an Incremental Term Facility that is secured on a junior basis in respect of the Collateral. The Term Loans funded Loan Parties shall take any actions reasonably required by Administrative Agent to ensure and demonstrate that the Liens and security interests granted by the First Amendment Incremental Term Banks on Loan Documents continue to be perfected under the First Amendment Effective Date shall mature on the 2019 Maturity Date and shall be subject to the (i) same Base Rate Margin, Euro Dollar Margin, prepayment provisions (including Section 2.10(d) of the Credit Agreement, UCC or otherwise after giving effect to this First Amendmentthe establishment of any such Incremental Term Facility, which actions may include re-granting Liens and entering into supplements, amendments, restatements or replacements of the Security Documents and Limited Recourse Pledge Agreements and executing and delivering all documents, instruments and legal opinions in connection therewith reasonably requested by the Administrative Agent. (e) and other Any documentation with respect to any Incremental Term Facility which differ from those with respect to the Term Loans made on the Closing Date (except to the extent permitted hereunder) shall reflect market terms and conditions applicable at the time of issuance thereof as determined by Borrower and the Administrative Agent or otherwise be reasonably acceptable to the Administrative Agent (it being understood that terms differing from those with respect to the Term Credit and Loans made on the Extended 2013 Term Loans generally Closing Date are acceptable if (1) the Lenders under the Credit Agreement and Term Loan Facility also receive the other Credit Documents and benefits of each term or (ii2) amortization schedule set forth in Section 2.5(eare applicable only after the Term Loan Maturity Date). Notwithstanding the foregoing, the First Amendment Incremental Term Loans shall not be repaid from the amortization schedules described in Sections 2.5(b) and 2.5(d). This Amendment shall constitute a "Commitment Amount Increase" for purposes of Section 2.5(b) of the Credit Agreement.​

Incremental Term Facility. Section 3.1. Subject to satisfaction of the conditions precedent contained in Article IV below, each First Amendment Incremental Term Bank hereby severally agrees to provide an Incremental Term Commitment in the amount set forth next to its name on the Incremental Term Commitment Schedule attached as Schedule II hereto, with each such Incremental Term Commitment to be effective as of the First Amendment Effective Date. Each Incremental Term Commitment provided pursuant to this Amendment shall be subject to all of the terms and conditions set forth herein and so long as no Default or Event of Default has occurred and is continuing, the Company shall have the right at any time and from time to time, prior to the Maturity Date, to incur additional Indebtedness under this Credit Agreement in the Credit Agreementform of term loans (each, an “Incremental Term Facility” and collectively the “Incremental Term Facilities”). The Term Loans with respect following terms and conditions shall apply to the Incremental Term Facilities: (i) the loans made under the Incremental Term Facilities (the “Additional Term Loans”) shall constitute Credit Party Obligations and will be secured and guaranteed with the other Credit Party Obligations on a pari passu basis, (ii) the interest rate margin and amortization schedule applicable to each Incremental Term Facility shall be drawn determined at the time such Incremental Term Facility is made available, (iii) each Incremental Term Facility shall have a maturity date no sooner than the Term Loan Maturity Date, (iv) each Incremental Term Facility shall have a weighted average life to maturity equal to or greater than the weighted average life to maturity of the Initial Term Loan, (v) each Incremental Term Facility shall be entitled to the same voting rights as the existing Term Loan voting as one class except as to matters solely affecting the Incremental Term Facility and shall be entitled to receive proceeds of prepayments on the same basis as the existing Initial Term Loan, (vi) the Incremental Term Facilities shall be obtained from existing Lenders or from other banks, financial institutions or investment funds, in full each case in accordance with the terms set forth below, (vii) each Incremental Term Facility shall be in a single advance minimum amount of $25,000,000 (and $5,000,000 increments in excess thereof), (viii) the proceeds of any Additional Term Loan will be used for the purposes set forth in Section 3.11, (ix) the Company shall execute a promissory note in form and substance satisfactory to the Administrative Agent in favor of any new Lender or any existing Lender requesting a note, (x) the conditions to Extensions of Credit in Section 4.2 shall have been satisfied, (xi) after giving effect to the borrowing of the Incremental Term Facility on a Pro Forma Basis, the Credit Parties shall be in compliance with the Incurrence Test and (xii) the Administrative Agent shall have received from the Company (A) resolutions, legal opinions and other corporate authority documents with respect to such Incremental Term Facility reasonably requested by the Administrative Agent, substantially the same in form and substance as those delivered on the First Amendment Effective Date subject pursuant to Section 4.1 and (B) updated financial projections and an officer’s certificate, in each case in form and substance reasonably satisfactory to the requirements of Section 2.16 of the Credit Agreement. The Credit Parties and Banks hereby agree that Administrative Agent, demonstrating that, after giving effect to any such Incremental Term Facility on the First Amendment Effective Date, and notwithstanding anything to the contrary contained in the Credit Agreementa Pro Forma Basis, (i) the Term Credit Parties shall increase by be in compliance with the Incremental Term Facility effected hereby Incurrence Test and (ii) there no Default or Event of Default shall exist. Participation in Incremental Term Facilities shall be an automatic adjustment offered first to the Term Loan Percentage in respect each of the Term Credit existing Lenders, but each such Lender shall have no obligation to provide all or any portion of each Bank with an outstanding Term Loan resulting from the Incremental Term Facilities. If the amount of any Incremental Term Facility requested by the Company shall exceed the commitments which the existing Lenders are willing to provide with respect to such Incremental Term Facility. Section 3.2, then the Company 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 Term Loans funded by Administrative Agent is authorized to enter into, on behalf of the First Amendment Lenders, any amendment to this Credit Agreement or any other Credit Document as may be necessary to solely incorporate the terms of any new Incremental Term Banks on the First Amendment Effective Date shall mature on the 2019 Maturity Date and shall be subject to the (i) same Base Rate Margin, Euro Dollar Margin, prepayment provisions (including Section 2.10(d) of the Credit Agreement, after giving effect to this First Amendment) and other terms and conditions applicable to the Term Credit and the Extended 2013 Term Loans generally under the Credit Agreement and the other Credit Documents and (ii) amortization schedule set forth in Section 2.5(e). Notwithstanding the foregoing, the First Amendment Incremental Term Loans shall not be repaid from the amortization schedules described in Sections 2.5(b) and 2.5(d). This Amendment shall constitute a "Commitment Amount Increase" for purposes of Section 2.5(b) of the Credit AgreementFacility therein.

Incremental Term Facility. Section 3.1. Subject to satisfaction of the conditions precedent contained in Article IV below, each First Amendment The aggregate Incremental Term Bank hereby severally agrees to provide an Commitments of $_______ provided hereunder [shall be designated “Tranche __Incremental Term Commitment in Facility] (the amount set forth next to its name on “[Tranche __] Incremental Term Facility”) [and the Incremental Term Commitment Schedule attached as Schedule II hereto, with each such Loans made thereunder shall be designated Tranche __Incremental Term Commitment Loans] [see footnote 1 regarding tranches] shall, in addition to be effective as of the First Amendment Effective Date. Each Incremental Term Commitment provided pursuant to this Amendment shall be subject to all of the terms and conditions set forth in the Credit Agreement. , have the following terms and conditions: (a) The Incremental Term Loans with respect Facility Closing Date must occur on or prior to _______, 20__ (the “Termination Date”), which shall in no event be less than ten Business Days from the date of this Supplement; (b) The Maturity Date shall be _______, 20__; (c) The Borrower shall repay to the Administrative Agent for the ratable account of the Incremental Term Facility Lenders the aggregate principal amount of all [Tranche __] Incremental Term Loans outstanding on the following dates in the respective amounts set forth opposite such dates (which amounts shall be drawn reduced as a result of the application of prepayments in full accordance with the 1 It may be advisable to create a tranche of Incremental Term Facility if it is contemplated that there will be multiple series of Incremental Term Facilities. If only one Incremental Term Facility is contemplated, creating a tranche would not be necessary. order of priority set forth in a single advance on the First Amendment Effective Date subject to the requirements of Section 2.16 2.06 of the Credit Agreement. The Credit Parties and Banks hereby agree ): Date Amount provided, however, that the final principal repayment installment of the [Tranche __] Incremental Term Loans shall be repaid on the First Amendment Effective Date, Maturity Date for the [Tranche __] Incremental Term Facility under which such [Tranche __] Incremental Term Loans were made and notwithstanding anything in any event shall be in an amount equal to the contrary contained in aggregate principal amount of all [Tranche __] Incremental Term Loans outstanding on such date; (d) The Applicable Rate for the Credit Agreement, [Tranche __] Incremental Term Loans shall be (i) the Term Credit shall increase by the Incremental Term Facility effected hereby with respect to Base Rate Loans, a rate per annum equal to ___%, and (ii) there shall be an automatic adjustment with respect to the Term Loan Percentage in respect Eurodollar Loans, a rate per annum equal to ___%; and (e) The making of the Term Credit of each Bank with an outstanding Term Loan resulting from the [Tranche __] Incremental Term Facility. Section 3.2. The Term Loans funded by the First Amendment Incremental Term Banks on the First Amendment Effective Date shall mature on the 2019 Maturity Date and shall be subject to the (i) same Base Rate Marginprovisions of Sections 2.01(b), Euro Dollar Margin, prepayment provisions (including Section 2.10(d) of the Credit Agreement, after giving effect to this First Amendment) 2.02 and other terms and conditions applicable to the Term Credit and the Extended 2013 Term Loans generally under the Credit Agreement and the other Credit Documents and (ii) amortization schedule set forth in Section 2.5(e). Notwithstanding the foregoing, the First Amendment Incremental Term Loans shall not be repaid from the amortization schedules described in Sections 2.5(b) and 2.5(d). This Amendment shall constitute a "Commitment Amount Increase" for purposes of Section 2.5(b) 4.02 of the Credit Agreement.

Incremental Term Facility. Section 3.1. Subject to satisfaction of the conditions precedent contained in Article IV below, each First Amendment Incremental Term Bank hereby severally agrees to provide an Incremental Term Commitment in the amount set forth next to its name on the Incremental Term Commitment Schedule attached as Schedule II hereto, with each such Incremental Term Commitment to be effective as of the First Amendment Effective Date. Each Incremental Term Commitment provided pursuant to this Amendment shall be subject to all of the terms and conditions set forth herein and so long as no Default or Event of Default has occurred and is continuing, the Company shall have the right at any time and from time to time, prior to the Maturity Date, to incur additional Indebtedness under this Credit Agreement in the Credit Agreementform of term loans (each, an “Incremental Term Facility” and collectively the “Incremental Term Facilities”). The Term Loans with respect following terms and conditions shall apply to the Incremental Term Facilities: (i) the loans made under the Incremental Term Facilities (the “Additional Term Loans”) shall constitute Credit Party Obligations and will be secured and guaranteed with the other Credit Party Obligations on a pari passu basis, (ii) the interest rate margin and amortization schedule applicable to each Incremental Term Facility shall be drawn in full in determined at the time such Incremental Term Facility is made available, (iii) each Incremental Term Facility shall have a single advance on maturity date no sooner than the First Amendment Effective Date subject Term Loan Maturity Date, (iv) each Incremental Term Facility shall be entitled to the requirements of Section 2.16 of same voting rights as the Credit Agreement. The Credit Parties and Banks hereby agree that on the First Amendment Effective Date, and notwithstanding anything existing Term Loan voting as one class except as to the contrary contained in the Credit Agreement, (i) the Term Credit shall increase by matters solely affecting the Incremental Term Facility effected hereby and (ii) there shall be an automatic adjustment entitled to receive proceeds of prepayments on the same basis as the existing Term Loan Percentage in respect of the Term Credit of each Bank with an outstanding Term Loan resulting from Loans, (v) the Incremental Term Facility. Facilities shall be obtained from existing Lenders or from other banks, financial institutions or investment funds, in each case in accordance with the terms set forth below, (vi) each Incremental Term Facility shall be in a minimum amount of $25,000,000 (and $5,000,000 increments in excess thereof), (vii) the aggregate amount of all Incremental Term Facilities and all Incremental Revolving Facilities (if any) shall not exceed $250,000,000 at any time, (viii) the proceeds of any Additional Term Loan will be used for the purposes set forth in Section 3.2. The 3.11; provided that such proceeds shall not be used to repay, prepay or otherwise refinance the Secured Bridge Loan Obligations, (ix) the Company shall execute a promissory note in form and substance satisfactory to the Administrative Agent in favor of any new Lender or any existing Lender requesting a note, (x) the conditions to Extensions of Credit in Section 4.2 shall have been satisfied, (xi) the Secured Bridge Loan shall have been repaid in full prior to the effectiveness of any such Incremental Term Loans funded Facility and (xii) the Administrative Agent shall have received from the Company (A) resolutions, legal opinions and other corporate authority documents with respect to such Incremental Term Facility reasonably requested by the First Amendment Incremental Term Banks Administrative Agent, substantially the same in form and substance as those delivered on the First Amendment Effective Closing Date shall mature on the 2019 Maturity Date pursuant to Section 4.1 and shall be subject (B) updated financial projections and an officer’s certificate, in each case in form and substance reasonably satisfactory to the (i) same Base Rate MarginAdministrative Agent, Euro Dollar Margin, prepayment provisions (including Section 2.10(d) of the Credit Agreementdemonstrating that, after giving effect to this First Amendment) and other terms and conditions applicable to the any such Incremental Term Credit and the Extended 2013 Term Loans generally under Facility on a Pro Forma Basis, the Credit Agreement and Parties will be in compliance with the other Credit Documents and (ii) amortization schedule financial covenants set forth in Section 2.5(e)5.9 and no Default or Event of Default shall exist. Notwithstanding the foregoing, the First Amendment Participation in Incremental Term Loans Facilities shall not be repaid from the amortization schedules described in Sections 2.5(b) and 2.5(d). This Amendment shall constitute a "Commitment Amount Increase" for purposes of Section 2.5(b) offered first to each of the existing Lenders, but each such Lender shall have no obligation to provide all or any portion of the Incremental Term Facilities. If the amount of any Incremental Term Facility requested by the Company shall exceed the commitments which the existing Lenders are willing to provide with respect to such Incremental Term Facility, then the Company may invite other banks, financial institutions and investment funds reasonably acceptable to the Administrative Agent to join this Credit AgreementAgreement 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 solely incorporate the terms of any new Incremental Term Facility therein.

Incremental Term Facility. Section 3.1. Subject to satisfaction of the conditions precedent contained in Article IV below, each First Amendment Incremental Term Bank hereby severally agrees to provide an Incremental Term Commitment in the amount set forth next to its name on the Incremental Term Commitment Schedule attached as Schedule II hereto, with each such Incremental Term Commitment to be effective as of the First Amendment Effective Date. Each Incremental Term Commitment provided pursuant to this Amendment shall be subject to all of the terms and conditions set forth herein and so long as no Default or Event of Default has occurred and is continuing, the Company shall have the right at any time and from time to time, prior to the Maturity Date, to incur additional Indebtedness under this Credit Agreement in the Credit Agreementform of term loans (each, an “Incremental Term Facility” and collectively the “Incremental Term Facilities”). The Term Loans with respect following terms and conditions shall apply to the Incremental Term Facilities: (i) the loans made under the Incremental Term Facilities (the “Additional Term Loans”) shall constitute Credit Party Obligations and will be secured and guaranteed with the other Credit Party Obligations on a pari passu basis, (ii) the interest rate margin and amortization schedule applicable to each Incremental Term Facility shall be drawn determined at the time such Incremental Term Facility is made available, (iii) each Incremental Term Facility shall have a maturity date no sooner than the Term Loan Maturity Date, (iv) each Incremental Term Facility shall have a weighted average life to maturity equal to or greater than the weighted average life to maturity of the Initial Term Loan, (v) each Incremental Term Facility shall be entitled to the same voting rights as the existing Term Loan voting as one class except as to matters solely affecting the Incremental Term Facility and shall be entitled to receive proceeds of prepayments on the same basis as the existing Initial Term Loan, (vi) the Incremental Term Facilities shall be obtained from existing Lenders or from other banks, financial institutions or investment funds, in full each case in accordance with the terms set forth below, (vii) each Incremental Term Facility shall be in a single advance minimum amount of $25,000,000 (and $5,000,000 increments in excess thereof), (viii) the proceeds of any Additional Term Loan will be used for the purposes set forth in Section 3.11, (ix) the Company shall execute a promissory note substantially in form and substance satisfactory to the Administrative Agentthe form of Schedule 2.6 in favor of any new Lender or any existing Lender requesting a note, (x) the conditions to Extensions of Credit in Section 4.2 shall have been satisfied, (xi) after giving effect to the borrowing of the Incremental Term Facility on a Pro Forma Basis, the Credit Parties shall be in compliance with the Incurrence Test and the Senior Secured Incurrence Test and (xii) the Administrative Agent shall have received from the Company (A) resolutions, legal opinions and other corporate authority documents with respect to such Incremental Term Facility reasonably requested by the Administrative Agent or the Required Lenders, substantially the same in form and substance as those delivered on the First Amendment Effective Date subject pursuant to Section 4.1 and (B) updated financial projections and an officer’s certificate, in each case in form and substance reasonably satisfactory to the requirements of Section 2.16 of the Credit Agreement. The Credit Parties and Banks hereby agree that Administrative AgentRequired Lenders, demonstrating that, after giving effect to any such Incremental Term Facility on the First Amendment Effective Date, and notwithstanding anything to the contrary contained in the Credit Agreementa Pro Forma Basis, (i) the Term Credit Parties shall increase by be in compliance with the Incremental Term Facility effected hereby Incurrence Test and (ii) there no Default or Event of Default shall exist. Participation in Incremental Term Facilities shall be an automatic adjustment offered first to the Term Loan Percentage in respect each of the Term Credit existing Lenders, but each such Lender shall have no obligation to provide all or any portion of each Bank with an outstanding Term Loan resulting from the Incremental Term Facilities. If the amount of any Incremental Term Facility requested by the Company shall exceed the commitments which the existing Lenders are willing to provide with respect to such Incremental Term Facility. Section 3.2, then the Company may invite other banks, financial institutions and investment funds reasonably acceptable to the Administrative AgentRequired Lenders to join this Credit Agreement as Lenders hereunder for the portion of such Incremental Term Facility not taken by existing Lenders, provided that such other banks, financial institutions and investment funds shall enter into such joinder agreements to give effect thereto as the Administrative Agent may reasonably request. The Term Loans funded by Administrative Agent is authorized to enter into, on behalf of the First Amendment Lenders,Notwithstanding anything to the contrary in Section 9.1, the Required Lenders and the Company may enter into any amendment to this Credit Agreement or any other Credit Document as may be necessary to solely incorporate the terms of any new Incremental Term Banks on the First Amendment Effective Date shall mature on the 2019 Maturity Date and shall be subject to the (i) same Base Rate Margin, Euro Dollar Margin, prepayment provisions (including Section 2.10(d) of the Credit Agreement, after giving effect to this First Amendment) and other terms and conditions applicable to the Term Credit and the Extended 2013 Term Loans generally under the Credit Agreement and the other Credit Documents and (ii) amortization schedule set forth in Section 2.5(e). Notwithstanding the foregoing, the First Amendment Incremental Term Loans shall not be repaid from the amortization schedules described in Sections 2.5(b) and 2.5(d). This Amendment shall constitute a "Commitment Amount Increase" for purposes of Section 2.5(b) of the Credit AgreementFacility therein.

Incremental Term Facility. Section 3.1. (a) Subject to satisfaction of the conditions precedent contained in Article IV below, each First Amendment Incremental Term Bank hereby severally agrees to provide an Incremental Term Commitment in the amount set forth next to its name on the Incremental Term Commitment Schedule attached as Schedule II hereto, with each such Incremental Term Commitment to be effective as of the First Amendment Effective Date. Each Incremental Term Commitment provided pursuant to this Amendment shall be subject to all of the terms and conditions set forth herein, each Incremental Term Lender agrees, severally and not jointly, to make, on the Incremental Effective Date, an Incremental Term Loan in the Credit Agreement. The Term Loans with respect a principal amount equal to the Incremental Term Facility Commitment of such Incremental Term Lender. No Incremental Term Lender shall be drawn responsible for any other Incremental Term Lender’s failure to fund Incremental Term Loans. (b) Except as otherwise expressly provided herein, the terms and conditions of the Incremental Term Loans made hereunder shall be identical to the terms and conditions (including the Applicable Rate) applicable to the Tranche B Term Loans outstanding under the Credit Agreement immediately prior to the date hereof. In furtherance of the foregoing, effective as of the Incremental Effective Date, the first sentence of Section 2.11(a) of the Credit Agreement is hereby amended and restated in full its entirety to read as follows: “Subject to Section 2.11(c), the Company shall repay Tranche B Term Borrowings on March 31, June 30, September 30 and December 31 of each year, commencing with March 31, 2014, and ending with the last such day to occur prior to the Tranche B Term Loan Maturity Date, in a single advance on the First Amendment Effective Date an aggregate principal amount for each such date equal to US$8,141,026, subject to adjustment as provided in Section 2.14.” (c) Subject to the requirements of terms and conditions set forth herein, pursuant to Section 2.16 2.24 of the Credit Agreement. The Credit Parties , and Banks hereby agree that on effective as of the First Amendment Incremental Effective Date, for all purposes of the Credit Documents, (i) the Incremental Term Commitments shall be “Commitments” and notwithstanding anything to the contrary contained in “Incremental Term Loan Commitments” under the Credit Agreement, (ii) the Incremental Term Loans made pursuant to the Incremental Term Commitments shall be “Incremental Term Loans”, “Term Loans” and “Tranche B Term Loans” under the Credit Agreement and shall constitute Loans of the same Class as the Tranche B Term Loans outstanding under the Credit Agreement immediately prior to the making of the Incremental Term Loans, (iii) Borrowings of the Incremental Term Loans shall constitute “Term Borrowings” and “Tranche B Term Borrowings” under the Credit Agreement, including for purposes of Installments due in respect of Tranche B Term Borrowings under Section 2.11(a) of the Credit Agreement and for purposes of mandatory prepayments due in respect of Tranche B Term Borrowings under Section 2.13 of the Credit Agreement, and (iv) each Incremental Term Lender shall be a “Lender” and a “Term Lender” under the Credit Agreement and shall have all the rights and obligations of, and benefits accruing to, a Lender and a Term Lender under the Credit Agreement and shall be bound by all agreements, acknowledgements and other obligations of Lenders and Term Lenders. (d) It is the intent of the parties hereto that all Incremental Term Loans made hereunder be included in each Borrowing of the Tranche B Term Loans outstanding under the Credit Agreement immediately prior to the Incremental Effective Date on a pro rata basis. Each Incremental Term Loan shall be funded as a Eurodollar Rate Loan on the Incremental Effective Date, and until the end of the Interest Period applicable to the Tranche B Term Loans outstanding under the Credit Agreement immediately prior to the Incremental Effective Date (the “Outstanding Tranche B Term Loans”) (such Interest Period, the “Initial Interest Period”), (i) the Incremental Term Credit Loans shall increase by bear interest from and including the Incremental Effective Date to but excluding the last day of the Initial Interest Period at a rate per annum equal to the Adjusted Eurodollar Rate applicable to the Initial Interest Period with respect to the Outstanding Tranche B Term Facility effected hereby and (ii) there Loans plus the Applicable Rate for Tranche B Term Loans that are Eurodollar Rate Loans, which rate shall be an automatic adjustment to the Term Loan Percentage in respect deemed, for purposes of the Term Credit of each Bank with an outstanding Term Loan resulting from the Incremental Term Facility. Section 3.2. The Term Loans funded by the First Amendment Incremental Term Banks on the First Amendment Effective Date shall mature on the 2019 Maturity Date and shall be subject to the (i) same Base Rate Margin, Euro Dollar Margin, prepayment provisions (including Section 2.10(d2.7(a) of the Credit Agreement, after giving effect to this First Amendment) and other terms and conditions be the rate applicable to the Incremental Term Loans under Section 2.7(a) of the Credit Agreement for the Initial Interest Period, (ii) the initial Interest Period for the Incremental Term Loans shall be deemed to be the remaining term of the Initial Interest Period, and (iii) subject to Section 2.7(d)(ii) and Section 2.9, accrued interest on the Incremental Term Loans shall be payable in arrears on the Interest Payment Date applicable to the Outstanding Tranche B Term Loans for the Initial Interest Period; provided, that notwithstanding clauses (i), (ii) and (iii) above, any conversion or continuation of the Tranche B Term Loans (including the Incremental Term Loans), and the Extended 2013 election of any Interest Period therefor, occurring during the Initial Interest Period shall be allocated ratably among the Lenders holding all Tranche B Term Loans generally (including the Incremental Term Loans). (e) The Administrative Agent hereby consents to this Agreement and confirms that each Incremental Term Lender not already a Lender under the Credit Agreement immediately prior to the effectiveness of this Agreement is acceptable to the Administrative Agent. (f) Each Incremental Term Lender, by delivering its signature page to this Agreement on the Incremental Effective Date, shall be deemed to have acknowledged receipt of, and the consented to and approved, each Credit Document and each other Credit Documents and (ii) amortization schedule set forth in Section 2.5(e). Notwithstanding the foregoingdocument required to be delivered to, or to be approved by or satisfactory to, the First Amendment Administrative Agent or any Class of Lenders on the Incremental Term Loans Effective Date. Each Incremental Lender acknowledges and agrees that it shall not be repaid from subject to and bound by the amortization schedules described in Sections 2.5(b) terms of each Credit Document, and 2.5(d). This Amendment shall constitute a "Commitment Amount Increase" for purposes of Section 2.5(b) perform all of the Credit Agreementobligations of a “Lender” thereunder.

Incremental Term Facility. Section 3.1. Subject (a) Incremental Term Facility Commitments (i) Each Borrower shall have the right, in consultation and coordination with the Agent as to satisfaction all of the matters set forth below in this Clause 7.1, but without requiring the consent of any of the Lenders, to request at any time and from time to time after the Syndication Date and prior to the relevant Termination Date for the respective Tranche of Incremental Term Facility Advances that one or more Lenders or one or more Eligible Institutions provide to such Borrower Incremental Term Facility Commitments under such Tranche of Incremental Term Facility as designated in the respective Incremental Term Facility Commitment Agreement and, subject to the terms and conditions precedent contained in Article IV below, each First Amendment this Agreement and in the respective Incremental Term Bank hereby severally agrees Facility Commitment Agreement, make Incremental Term Facility Advances pursuant thereto, so long as: (A) no Default or Event of Default then exists or would result therefrom and all of the Repeating Representations contained herein and in the other Finance Documents are true and correct in all material respects at such time (unless stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); (B) the Existing Borrower and its Subsidiaries will be in compliance with Clause 24 (Financial Condition) on a Pro Forma Basis after giving effect to each incurrence of Incremental Term Facility Advances and the application of the proceeds therefrom; and (C) on or before the date of each Incremental Term Facility Commitment Agreement, the Existing Borrower shall have delivered to the Agent a certificate of the Authorised Representative of the Existing Borrower certifying (A) which provisions (if any) of the Permitted Subordinated Indebtedness Documents the respective incurrence of Incremental Term Facility Advances will be allowed under and demonstrating in reasonable detail that the full amount of such Incremental Term Facility Advances may be incurred in accordance with, and will not violate the provisions of, the Permitted Subordinated Indebtedness Document, (B) the ratio of Senior Indebtedness to Consolidated EBITDA is less than 3.00:1.00 (based on the most recently delivered Compliance Certificate in accordance with paragraph (d) (Officer’s Certificates) of Clause 23.1 (Information Covenants)) and (C) the purpose of the use of the proceeds of such Tranche of Incremental Term Facility. (ii) Furthermore, it is understood and agreed that: (A) no Lender shall be obligated to provide an Incremental Term Facility Commitment, and until such time, if any, as such Lender has agreed in its sole discretion to provide an Incremental Term Facility Commitment and executed and delivered to that Borrower and the Agent an Incremental Term Facility Commitment Agreement as provided in paragraph (b) (Incremental Term Facility Commitment Agreement) of this Clause 7.1, such Lender shall not be obligated to fund any Incremental Term Facility Advances; (B) any Lender (including Eligible Institutions) may so provide an Incremental Term Facility Commitment without the consent of the Agent or any other Lender; (C) each Tranche of Incremental Term Facility Commitments shall be made available to the Borrowers; (D) the amount set forth next to its name on the of each Tranche of Incremental Term Commitment Schedule attached as Schedule II hereto, with each such Facility Commitments shall be in a minimum aggregate amount for all Lenders which provide an Incremental Term Facility Commitment under such Tranche of Incremental Term Facility Advances of at least $50,000,000 (or the Euro Amount thereof as determined at the time that Incremental Term Facility Commitments are obtained); (E) the aggregate amount of all Incremental Term Facility Commitments permitted to be effective as of the First Amendment Effective Date. Each Incremental Term Commitment provided pursuant to this Clause 7.1 shall not exceed $500,000,000 (excluding all amounts borrowed prior to the Fifth Amendment and Restatement Effective Date (or the Euro Amount thereof as determined at the time that such Incremental Term Facility Commitments are obtained) (it being understood and agreed, however, to the extent that any such Incremental Term Facility Commitments are obtained but later expire, terminate or are voluntarily reduced in each case without being utilised, the amount of such Incremental Term Facility Commitments so expired, terminated or voluntarily reduced may again be available to be obtained under this Clause 7.1 within the limits set forth herein); (F) the up-front fees and, if applicable, any unutilised commitment fees and/or other fees, payable in respect of each Incremental Term Facility Commitment shall be subject separately agreed to all by each relevant Borrower and each Incremental Term Facility Lender; (G) each Tranche of the terms and conditions set forth in the Credit Agreement. The Term Loans with respect to the Incremental Term Facility shall be drawn in full in a single advance on the First Amendment Effective Date subject to the requirements of Section 2.16 of the Credit Agreement. The Credit Parties and Banks hereby agree that on the First Amendment Effective Date, and notwithstanding anything to the contrary contained in the Credit Agreement, have (i) a Final Maturity Date of no earlier than the Final Maturity Date of the D Facilities and (ii) a Weighted Average Life to Maturity of no less than the Weighted Average Life to Maturity as then remaining for the D Facilities; (H) any Incremental Term Credit Facility Advance being incurred under any single Incremental Term Facility Commitment Agreement shall increase by be used for Permitted Acquisitions and/or the redemption or repurchase of the Senior Subordinated Notes or New Senior Subordinated Notes (including, without limitation, any related redemption or repurchase fees). The date of the consummation of a Permitted Acquisition (as well as the date on which any Indebtedness assumed as part of such Permitted Acquisition is to be refinanced) or, as the case may be, the date of the redemption of the Senior Subordinated Notes or New Senior Subordinated Notes being prepaid with the proceeds of such Incremental Term Facility Advance, shall occur no later than 10 Business Days after the date of the incurrence of such Incremental Term Facility Advance; (I) each Incremental Term Facility Commitment Agreement shall specifically designate, with the approval of the Agent, that the Tranche of the Incremental Term Facility effected hereby and (ii) there Commitments being provided thereunder shall be an automatic adjustment to the Term Loan Percentage in respect a new Tranche which shall exist separately from any existing Tranche of the Term Credit of each Bank with an outstanding Term Loan resulting from the Incremental Term Facility. Section 3.2. The Term Loans funded by the First Amendment , Incremental Term Banks on Facility Commitments or other Term Facility Advance, unless the First Amendment Effective Date shall mature on the 2019 Maturity Date and requirements of paragraph (c) (Constitution of each Tranche of Incremental Term Facility) of this Clause 7.1 are satisfied in which case such Tranche shall be subject added on to an existing Tranche of the Incremental Term Facility (ior Incremental Term Facility Commitments) same Base Rate Margin, Euro Dollar Margin, prepayment provisions or another D Facility Advance in accordance with paragraph (including Section 2.10(dc) (Constitution of each Tranche of Incremental Term Facility) of the Credit Agreementthis Clause 7.1; (J) all Incremental Term Facility Advances (and all interest, after giving effect to this First Amendment) fees and other terms and conditions applicable to the Term Credit and the Extended 2013 Term Loans generally amounts payable thereon) shall be obligations under the Credit this Agreement and the other Credit applicable Finance Documents and shall be secured by the Security Documents, on a pari passu basis with all other Term Facility Outstandings; and (iiK) amortization schedule each Lender agreeing to provide an Incremental Term Facility Commitment pursuant to an Incremental Term Facility Commitment Agreement shall, subject to the satisfaction of the relevant conditions set forth in Section 2.5(e). Notwithstanding the foregoingthis Agreement, the First Amendment make Incremental Term Loans shall not be repaid from Facility Advances under the amortization schedules described Tranche specified in Sections 2.5(bsuch Incremental Term Facility Commitment Agreement as provided in Clause 4.2 (Conditions to Utilisation of Incremental Term Facility) and 2.5(d). This Amendment such Advances shall constitute a "Commitment Amount Increase" thereafter be deemed to be Incremental Term Facility Advances under such Tranche for all purposes of Section 2.5(b) of this Agreement and the Credit Agreementother applicable Finance Documents.