Common use of Additional Facilities Clause in Contracts

Additional Facilities. (i) Each Additional Facility (A) shall rank pari passu in right of payment with the Revolving Loans, (B) shall not mature earlier than the last day of the Commitment Period (but may have amortization prior to such date), (C) shall be treated substantially the same as (and in any event no more favorably than) the Revolving Loans, and (D) may have mandatory prepayments, which amounts shall be shared pro rata with the Revolving Lenders after the occurrence of an Event of Default, at the discretion of the Revolving Lenders; provided that (1) the terms and conditions applicable to any Additional Facility maturing after the last day of the Commitment Period may provide for material additional or different financial or other covenants or prepayment requirements applicable only during periods after the last day of the Commitment Period, and (2) may be priced differently than Revolving Loans; provided that, if the applicable interest rates for an Additional Facility are greater than fifty (50.00) basis points in excess of the interest rates of any existing Loans, the interest rates with respect to such existing Loans shall be automatically increased by the number of basis points of such excess. (ii) An Additional Facility may be added hereunder pursuant to an amendment or restatement (an “Additional Facility Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by ▇▇▇▇▇▇▇▇, each Lender providing a commitment with respect to such Additional Facility and each Additional Lender providing a commitment with respect to such Additional Facility, and Agent. An Additional Facility Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of Agent, to effect the provisions of Section 2.06(b) and (c) hereof (including, without limitation, amendments to the definitions in this Agreement and Section 9.8 hereof for the purpose of treating such Additional Facility pari passu with Revolving Loans).

Additional Facilities. (ia) Each By at least two Business Days’ notice to the Administrative Agent (or such shorter period as the Administrative Agent shall agree), and pursuant to the terms and conditions in this Section 2.14 and in the applicable Additional Facility Joinder Agreement or Increase Confirmation, an Additional Facility or an Increase (A) shall rank pari passu in right of payment with the Revolving Loans, (B) shall not mature earlier than the last day of the Commitment Period (but may have amortization prior to such date), (C) shall be treated substantially the same as (and in any event no more favorably than) the Revolving Loans, and (Ddefined below) may have mandatory prepayments, which amounts shall be shared pro rata with provided to any Loan Party in an aggregate principal amount not to exceed the Revolving Lenders after Additional Facility Available Amount (as determined on the occurrence date of an Event of Default, at the discretion of the Revolving LendersIncurrence thereof); provided that (1i) on the terms date of the proposed Additional Facility Loan all representations and conditions applicable warranties to be made in a Request for Credit Extension in accordance with Section 4.03 are true and correct in all material respects (or, with respect to any representation or warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language, after giving effect to any qualification therein, in all respects) on and as of the date of the proposed Additional Facility Loan with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects (or, with respect to any such representation or warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language, after giving effect to any qualification therein, in all respects) as of such earlier date, and (ii) no Event of Default is continuing on such date or would occur after giving effect to the proposed advance; provided, further, that in connection with any Additional Facility maturing after the last day primary purpose of which is to finance a Limited Condition Transaction, the Commitment Period may provide for material additional or different financial or other covenants or prepayment requirements applicable only during periods after conditions set forth in the last day of the Commitment Period, Section 2.14(a)(i) and (2ii) shall not be required to be satisfied (other than to the extent required by the Additional Facility Lenders party thereto). (b) Any person may be priced differently than Revolving Loans; provided that, if become a Lender under this Agreement by delivering to the applicable interest rates for Administrative Agent an Additional Facility are greater than fifty Joinder Agreement which must be duly executed by that person, the Administrative Agent, the applicable Borrower and the applicable Additional Borrower, if any. That person shall become a Lender on the date specified in the Additional Facility Joinder Agreement. Additional Facilities may be provided by any existing Lender, but no existing Lender will have an obligation to make an Additional Facility Commitment nor will the applicable Borrower have any obligation to approach any existing Lender to provide any Additional Facility Commitment. (50.00c) basis points in excess Upon the relevant person becoming a Lender, the total of the interest rates of any existing Loans, the interest rates with respect to such existing Loans Commitments under this Agreement shall be automatically increased by the number amount set out in the relevant Additional Facility Joinder Agreement as that Lender’s Additional Facility Commitment. (d) Each Lender under an Additional Facility will grant to the applicable Borrower a term or revolving loan facility in the amount specified in the relevant Additional Facility Joinder Agreement during the Additional Facility Availability Period specified in the Additional Facility Joinder Agreement, subject to the terms of this Agreement. (e) No Additional Facility shall have the benefit of any guarantee unless the existing Lenders also share in such guarantee. The execution by the applicable Borrower, the Guarantors and the relevant Additional Borrower of the Additional Facility Joinder Agreement shall constitute confirmation by each Guarantor that its obligations under the Guaranty shall extend to the total of the Commitments as increased by the addition of the relevant Lender’s Commitment and shall be owed to each Secured Party including the relevant Lender but otherwise shall continue unaffected. (f) The aggregate amount of all outstanding Additional Facility Loans under an Additional Facility shall not at any time exceed the relevant Total Additional Facility Commitments for that Additional Facility. (g) The aggregate amount of the participations of a Lender in Additional Facility Loans under an Additional Facility shall not at any time exceed that Lender’s Additional Facility Commitment for that Additional Facility at that time. (h) No Additional Facility shall have the benefit of any security unless the existing Lenders also share in such security (except in the case of a security interest in any Escrow Account during the escrow period applicable to such Additional Facility); provided that the Additional Facility Borrowers and the relevant Additional Facility Lender may agree that an Additional Facility shares in the Collateral on a junior basis points to the other Facilities. The effectiveness of such excessan Additional Facility shall be subject to customary reaffirmation in respect of any Collateral Documents and, to the extent reasonably requested by the Administrative Agent, delivery of a written opinion of counsel to the Loan Parties in form and substance reasonably satisfactory to the Administrative Agent. (i) in respect of each Additional Facility: (i) each Additional Facility Borrower for that Additional Facility is a Loan Party; (ii) An Additional Facility may be added hereunder pursuant to an amendment the principal amount, interest rate, interest periods, Latest Maturity Date, use of proceeds, repayment schedule, availability, fees, incorporation of relevant clauses relating to, or restatement (an “Additional Facility Amendment”) of this Agreement andin connection with, as appropriate, the other Loan Documents, executed by ▇▇▇▇▇▇▇▇, each Lender providing a commitment with respect to such any Additional Facility and related provisions, and the currency of that Additional Facility shall be agreed by the relevant Additional Facility Borrowers and the relevant Additional Facility Lenders (and, in the case of currency and incorporation of the relevant clauses relating to, or in connection with, any Additional Facility which is a revolving facility, the Administrative Agent) and set out in the relevant Additional Facility Joinder Agreement; (iii) the relevant Additional Facility Joinder Agreement shall specify whether that Additional Facility is in form of a term loan or a revolving loan; (iv) notwithstanding anything to the contrary in this Agreement, (A) any Additional Revolving Facility may provide for the ability on a voluntary basis to permanently repay and terminate or reduce any Revolving Credit Commitments on a pro rata basis, less than or greater than a pro rata basis with other outstanding revolving Facilities hereunder and (B) any Additional Facility Loan in the form of a term loan may participate on a pro rata basis, less than or greater than a pro rata basis in any voluntary prepayments of the Term Loans hereunder under other outstanding Classes of Term Loans, and on a pro rata basis or less than a pro rata basis in any mandatory prepayments of the Term Loans hereunder under other outstanding Classes of Term Loans; (v) any Additional Facility Commitments may, at the election of the applicable Borrower, be designated as Financial Covenant Commitments; (vi) each Additional Lender providing a commitment with respect to such Additional Facility, and Agent. An Additional Facility Amendment may, without Joinder Agreement may provide for the consent of the Additional Facility Lenders under the applicable Additional Facility (including any other Lenders, effect such Increase in respect thereof) to one or more amendments to this Agreement and the other Loan Documents as may (in addition to those amendments contemplated by this Section 2.14(vi)), and each party to this Agreement acknowledges and agrees that such consent shall be necessary or appropriatebinding on all Additional Facility Lenders in respect of such Additional Facility and shall be counted for purposes of the definition of determining whether the consent of the Required Lenders, in the reasonable opinion of AgentRequired Class Lenders, Required Financial Covenant Lenders and affected Lenders has been obtained, and for all other relevant purposes under Section 10.01; and (vii) subject to effect the provisions of Section 2.06(bsub-clauses (i), (ii), (iv), (v) and (cvi) hereof above, the general terms of that Additional Facility shall be consistent in all material respects with the terms of this Agreement. (including, without limitation, amendments j) The Borrowers may pay to any Additional Facility Lender a fee in the definitions in amount and at the times agreed between the applicable Borrower and that Additional Facility Lender. (k) Each Additional Facility Lender shall become a party to this Agreement and be entitled to share in the Collateral in accordance with this Agreement, any applicable Intercreditor Agreement and the Collateral Documents pari passu with the Lenders under the other Facilities; provided that the Additional Facility Borrowers and the relevant Additional Facility Lender may agree that an Additional Facility shares in the Collateral on a junior basis to the other Facilities which, if so agreed, shall be set out in the relevant Additional Facility Joinder Agreement. In addition, each Additional Facility Lender shall be subject to any applicable Intercreditor Agreement or enter into equivalent intercreditor arrangements having a similar effect. (l) Each party to this Agreement (other than each proposed Additional Facility Lender, the applicable Borrower and each Additional Facility Borrower) irrevocably authorizes and instructs the Administrative Agent to execute on its behalf any Additional Facility Joinder Agreement which has been duly completed and signed on behalf of each proposed Additional Facility Lender, the applicable Borrower and each proposed Additional Facility Borrower and each Loan Party agrees to be bound by such joinder. (m) On the Additional Facility Commencement Date: (i) each Additional Facility Lender party to that Additional Facility Joinder Agreement, each other Finance Party and the Loan Parties shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had each Additional Facility Lender been a Lender on the Effective Date, with the rights and/or obligations assumed by it as a result of that accession and with the Commitment specified by it as its Additional Facility Commitment; and (ii) each Additional Facility Lender shall become a party to this Agreement as an “Additional Facility Lender”. (n) [Reserved.] (o) With the prior written consent of the Borrowers, the Administrative Agent is authorized and instructed to enter into such documentation as is reasonably required to amend this Agreement and any other Loan Document (in accordance with the terms of this Section 9.8 hereof for 2.14) to reflect the purpose terms of treating each Additional Facility without the consent of any Lender other than each applicable Additional Facility Lender, including amendments as deemed necessary by the Administrative Agent in its reasonable judgment to effect any lien or payment subordination and associated rights of the applicable Lenders to the extent any Additional Facilities are to rank junior in right of security or payment or to address technical issues relating to funding and payments. (p) This Section 2.14 shall supersede any provisions in Section 2.13 or Section 10.01 to the contrary. (q) The facilities under which any Term Commitments or Revolving Credit Commitments have been made available may be increased by any amount (an “Increase”) which shall not exceed the Additional Facility Available Amount by the execution by any Lender or Additional Facility Lender of one or more Additional Facility Joinder Agreements or Increase Confirmations (under which the Maturity Date, Applicable Rate and any other economic terms applicable to the relevant Additional Facility Commitments are the same as those applicable to the existing Term Commitments or Revolving Credit Commitments, as applicable). Following any such Increase, references to Term Loans and Revolving Credit Loans, as applicable, and the Lenders in respect of the Term Loans and Revolving Credit Loans, as applicable, shall include Lenders and Loans made under any such Additional Facility pari passu Joinder Agreements or Increase Confirmations. In respect of any such Increase: (i) (A) on the date of the proposed Increase, all representations and warranties to be made in a Request for Credit Extension in accordance with Revolving LoansSection 4.03 shall be true and correct in all material respects (or, with respect to any representation or warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language, after giving effect to any qualification therein, in all respects) on and as of the date of the proposed Increase with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects (or, with respect to any such representation or warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language, after giving effect to any qualification therein, in all respects) as of such earlier date, and (B) no Event of Default is continuing on such date or would occur after giving effect to the proposed advance; provided that, in connection with any such Increase the primary purpose of which is to finance a Limited Condition Transaction, the conditions set forth in Section 2.14(q)(i)(A) and (B) shall not be required to be satisfied (other than to the extent required by any Lender or Additional Facility Lender in respect of such Increase).;

Additional Facilities. ‌ (a) The Parent may, at its discretion, at any time or times after the Closing Date (and, in the case of an Additional Revolving Facility only, on one additional occasion prior to the Closing Date) establish‌ one or more Additional Facilities each of which may be a term facility or a revolving facility and may, without limitation, be structured (at the election of the Parent) as an increase to and/or an additional tranche of an existing Facility (provided that, if structured as an increase and/or an additional tranche of an existing Facility, the Termination Date thereof is the same as that Facility, it is denominated in the same currency as that Facility and carries interest at the same interest rate applicable to that Facility) by delivery to the Agent of one or more duly completed Additional Facility Accession Deeds, duly executed by the Parent, each Additional Facility Lender for the Additional Facility being provided thereunder and each Additional Facility Borrower under the relevant Additional Facility, provided that: (i) Each in respect of each Additional Facility Facility: (A) no Event of Default has occurred and is continuing on the date of such Additional Facility Accession Deed (for the avoidance of doubt, without prejudice to any Certain Funds Utilisation of such Additional Facility); (B) subject to the Agreed Security Principles, such Additional Facility shall rank be entitled to benefit from all or any part of the guarantees under the Finance Documents and the Transaction Security, and any guarantee and Security granted by any member of the Group in respect of obligations of the Group under an Additional Facility shall extend to Facility B, the Acquisition Facility, Delayed Draw Facility 1 and Delayed Draw Facility 2 and constitute Transaction Security for the purposes of this Agreement and the Intercreditor Agreement; (C) the proceeds of the relevant Additional Facility are to be applied in accordance with paragraph (f) of Clause 3.1 (Purpose); (D) any mandatory prepayments of the Facilities in accordance with Clause 12 (Mandatory Prepayment) shall be applied against that Additional Facility as set out in that Clause or, if specified in the relevant Additional Facility Accession Deed, on a junior basis (but not on a senior basis); (E) no Additional Term Facility may be Utilised if and for so long as there are Available Commitments (in respect of which no Utilisation Request has been submitted) under the Acquisition Facility and/or, after the Delayed Draw Facility 1 Purpose Switch Time has occurred, Delayed Draw Facility 1, unless all Available Commitments under the Acquisition Facility and/or Delayed Draw Facility 1 (as applicable) are utilised concurrently with the Utilisation of such Additional Term Facility; and (F) no member of the Group, a Sponsor or any Sponsor Affiliate may provide an Additional Facility; (ii) in respect of each Additional Term Facility: (A) the relevant Additional Term Facility has a Termination Date no earlier than the original Termination Date for Facility B; (B) such Additional Term Facility will be made available on a secured basis pari passu with Facility B in right of payment with and in terms of recovery of Transaction Security proceeds (subject to the Revolving Loans, (B) shall not mature earlier than the last day of the Commitment Period (but may have amortization prior to such dateAgreed Security Principles), ; (C) shall be treated substantially such Additional Term Facility may include an amortisation profile customary for the same as (and financing of the relevant type, subject to the principal amount of any applicable scheduled repayment instalments falling prior to the original Termination Date for‌ Facility B not exceeding an amount equal to 1.00% of the original principal amount of the relevant Additional Term Facility in aggregate in any event no more favorably than) Financial Year, unless all the Revolving Loans, and (D) may Facility B Lenders at such time have mandatory prepayments, which amounts shall be shared pro rata with also accepted an offer by the Revolving Lenders after the occurrence Company of an Event of Default, at the discretion of the Revolving Lenders; provided that (1) the terms and conditions applicable to any Additional Facility maturing after the last day of the Commitment Period may provide amortisation repayment per annum for material additional or different financial or other covenants or prepayment requirements applicable only during periods after the last day of the Commitment Period, and (2) may be priced differently than Revolving Loans; provided that, if the applicable interest rates for an Additional Facility are greater than fifty (50.00) basis points each corresponding year in excess of the interest rates of any existing Loans, the interest rates with respect to such existing Loans shall be automatically increased by the a number of basis points per annum equal to the amortisation repayment of such excess. (ii) An amortising Additional Term Facility may be added hereunder pursuant to an amendment or restatement (an “Additional Facility Amendment”) in excess of this Agreement and1.00%, as appropriateprovided that, the other Loan Documents, executed by ▇▇▇▇▇▇▇▇, each Lender providing a commitment with respect to such Additional Facility and each Additional Lender providing a commitment with respect to such Additional Facility, and Agent. An Additional Facility Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of Agent, to effect the provisions of Section 2.06(b) and (c) hereof (including, without limitation, amendments to the definitions in this Agreement and Section 9.8 hereof for the purpose of treating such Additional Facility pari passu with Revolving Loans).this sub-paragraph

Additional Facilities. (ia) Each By at least two Business Days’ notice to the Administrative Agent (or such shorter period as the Administrative Agent shall agree), and pursuant to the terms and conditions in this Section 2.14 and in the applicable Additional Facility Joinder Agreement or Increase Confirmation, an Additional Facility or an Increase (A) shall rank pari passu in right of payment with the Revolving Loans, (B) shall not mature earlier than the last day of the Commitment Period (but may have amortization prior to such date), (C) shall be treated substantially the same as (and in any event no more favorably than) the Revolving Loans, and (Ddefined below) may have mandatory prepayments, which amounts shall be shared pro rata with provided to any Loan Party in an aggregate principal amount not to exceed the Revolving Lenders after Additional Facility Available Amount (as determined on the occurrence date of an Event of Default, at the discretion of the Revolving LendersIncurrence thereof); provided that (1i) on the terms date of the proposed Additional Facility Loan all representations and conditions applicable warranties to be made in a Request for Credit Extension in accordance with Section 4.03 are true and correct in all material respects (or, with respect to any representation or warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language, after giving effect to any qualification therein, in all respects) on and as of the date of the proposed Additional Facility Loan with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects (or, with respect to any such representation or warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language, after giving effect to any qualification therein, in all respects) as of such earlier date, and (ii) no Event of Default is continuing on such date or would occur after giving effect to the proposed advance; provided, further, that in connection with any Additional Facility maturing after the last day primary purpose of which is to finance a Limited Condition Transaction, the Commitment Period may provide for material additional or different financial or other covenants or prepayment requirements applicable only during periods after conditions set forth in the last day of the Commitment Period, Section 2.14(a)(i) and (2ii) shall not be required to be satisfied (other than to the extent required by the Additional Facility Lenders party thereto). (b) Any person may be priced differently than Revolving Loans; provided that, if become a Lender under this Agreement by delivering to the applicable interest rates for Administrative Agent an Additional Facility are greater than fifty Joinder Agreement which must be duly executed by that person, the Administrative Agent, the applicable Borrower and the applicable Additional Borrower, if any. That person shall become a Lender on the date specified in the Additional Facility Joinder Agreement. Additional Facilities may be provided by any existing Lender, but no existing Lender will have an obligation to make an Additional Facility Commitment nor will the applicable Borrower have any obligation to approach any existing Lender to provide any Additional Facility Commitment. (50.00c) basis points in excess Upon the relevant person becoming a Lender, the total of the interest rates of any existing Loans, the interest rates with respect to such existing Loans Commitments under this Agreement shall be automatically increased by the number amount set out in the relevant Additional Facility Joinder Agreement as that Lender’s Additional Facility Commitment. (d) Each Lender under an Additional Facility will grant to the applicable Borrower a term or revolving loan facility in the amount specified in the relevant Additional Facility Joinder Agreement during the Additional Facility Availability Period specified in the Additional Facility Joinder Agreement, subject to the terms of this Agreement. (e) No Additional Facility shall have the benefit of any guarantee unless the existing Lenders also share in such guarantee. The execution by the applicable Borrower, the Guarantors and the relevant Additional Borrower of the Additional Facility Joinder Agreement shall constitute confirmation by each Guarantor that its obligations under the Guaranty shall extend to the total of the Commitments as increased by the addition of the relevant Lender’s Commitment and shall be owed to each Secured Party including the relevant Lender but otherwise shall continue unaffected. 95007600_2 (f) The aggregate amount of all outstanding Additional Facility Loans under an Additional Facility shall not at any time exceed the relevant Total Additional Facility Commitments for that Additional Facility. (g) The aggregate amount of the participations of a Lender in Additional Facility Loans under an Additional Facility shall not at any time exceed that Lender’s Additional Facility Commitment for that Additional Facility at that time. (h) No Additional Facility shall have the benefit of any security unless the existing Lenders also share in such security (except in the case of a security interest in any Escrow Account during the escrow period applicable to such Additional Facility); provided that the Additional Facility Borrowers and the relevant Additional Facility Lender may agree that an Additional Facility shares in the Collateral on a junior basis points to the other Facilities. The effectiveness of such excessan Additional Facility shall be subject to customary reaffirmation in respect of any Collateral Documents and, to the extent reasonably requested by the Administrative Agent, delivery of a written opinion of counsel to the Loan Parties in form and substance reasonably satisfactory to the Administrative Agent. (i) in respect of each Additional Facility: (i) each Additional Facility Borrower for that Additional Facility is a Loan Party; (ii) An Additional Facility may be added hereunder pursuant to an amendment the principal amount, interest rate, interest periods, Latest Maturity Date, use of proceeds, repayment schedule, availability, fees, incorporation of relevant clauses relating to, or restatement (an “Additional Facility Amendment”) of this Agreement andin connection with, as appropriate, the other Loan Documents, executed by ▇▇▇▇▇▇▇▇, each Lender providing a commitment with respect to such any Additional Facility and related provisions, and the currency of that Additional Facility shall be agreed by the relevant Additional Facility Borrowers and the relevant Additional Facility Lenders (and, in the case of currency and incorporation of the relevant clauses relating to, or in connection with, any Additional Facility which is a revolving facility, the Administrative Agent) and set out in the relevant Additional Facility Joinder Agreement; (iii) the relevant Additional Facility Joinder Agreement shall specify whether that Additional Facility is in form of a term loan or a revolving loan; (iv) notwithstanding anything to the contrary in this Agreement, (A) any Additional Revolving Facility may provide for the ability on a voluntary basis to permanently repay and terminate or reduce any Revolving Credit Commitments on a pro rata basis, less than or greater than a pro rata basis with other outstanding revolving Facilities hereunder and (B) any Additional Facility Loan in the form of a term loan may participate on a pro rata basis, less than or greater than a pro rata basis in any voluntary or mandatory prepayments of the Term Loans; (v) any Additional Facility Commitments may, at the election of the applicable Borrower, be designated as Financial Covenant Commitments; (vi) each Additional Lender providing a commitment with respect to such Additional Facility, and Agent. An Additional Facility Amendment may, without Joinder Agreement may provide for the consent of the Additional Facility Lenders under the applicable Additional Facility (including any other Lenders, effect such Increase in respect thereof) to one or more amendments to this Agreement and the other Loan Documents as may (in addition to those amendments contemplated by this Section 2.14(vi)), and each party to this Agreement acknowledges and agrees that such consent shall be necessary or appropriatebinding on all Additional Facility Lenders in respect of such Additional Facility and shall be counted for purposes of the definition of determining whether the consent of the Required Lenders, in the reasonable opinion of AgentRequired Class Lenders, Required Financial Covenant Lenders and affected Lenders has been obtained, and for all other relevant purposes under Section 10.01; and (vii) subject to effect the provisions of Section 2.06(bsub-clauses (i), (ii), (iv), (v) and (cvi) hereof above, the general terms of that Additional Facility shall be consistent in all material respects with the terms of this Agreement. (includingj) The Borrowers may pay to any Additional Facility Lender a fee in the amount and at the times agreed between the applicable Borrower and that Additional Facility Lender. 95007600_2 (k) Each Additional Facility Lender shall become a party to this Agreement and be entitled to share in the Collateral in accordance with this Agreement, without limitation, amendments any applicable Intercreditor Agreement and the Collateral Documents pari passu with the Lenders under the other Facilities; provided that the Additional Facility Borrowers and the relevant Additional Facility Lender may agree that an Additional Facility shares in the Collateral on a junior basis to the definitions other Facilities which, if so agreed, shall be set out in the relevant Additional Facility Joinder Agreement. In addition, each Additional Facility Lender shall be subject to any applicable Intercreditor Agreement or enter into equivalent intercreditor arrangements having a similar effect. (l) Each party to this Agreement (other than each proposed Additional Facility Lender, the applicable Borrower and each Additional Facility Borrower) irrevocably authorizes and instructs the Administrative Agent to execute on its behalf any Additional Facility Joinder Agreement which has been duly completed and signed on behalf of each proposed Additional Facility Lender, the applicable Borrower and each proposed Additional Facility Borrower and each Loan Party agrees to be bound by such joinder. (m) On the Additional Facility Commencement Date: (i) each Additional Facility Lender party to that Additional Facility Joinder Agreement, each other Finance Party and the Loan Parties shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had each Additional Facility Lender been a Lender on the 2021 Amendment Effective Date or Effective Date, as applicable, with the rights and/or obligations assumed by it as a result of that accession and with the Commitment specified by it as its Additional Facility Commitment; and (ii) each Additional Facility Lender shall become a party to this Agreement as an “Additional Facility Lender”. (n) [Reserved.] (o) With the prior written consent of the Borrowers, the Administrative Agent is authorized and instructed to enter into such documentation as is reasonably required to amend this Agreement and any other Loan Document (in accordance with the terms of this Section 2.14) to reflect the terms of each Additional Facility without the consent of any Lender other than each applicable Additional Facility Lender, including amendments as deemed necessary by the Administrative Agent in its reasonable judgment to effect any lien or payment subordination and associated rights of the applicable Lenders to the extent any Additional Facilities are to rank junior in right of security or payment or to address technical issues relating to funding and payments. (p) This Section 2.14 shall supersede any provisions in Section 2.13 or Section 10.01 to the contrary. (q) The facilities under which any Term Commitments or Revolving Credit Commitments have been made available may be increased by any amount (an “Increase”) which shall not exceed the Additional Facility Available Amount by the execution by any Lender or Additional Facility Lender of one or more Additional Facility Joinder Agreements or Increase Confirmations (under which the Maturity Date, Applicable Rate and any other economic terms applicable to the relevant Additional Facility Commitments are the same as those applicable to the existing Term Commitments or Revolving Credit Commitments, as applicable). Following any such Increase, references to Term Loans and Revolving Credit Loans, as applicable, and the Lenders in respect of the Term Loans and Revolving Credit Loans, as applicable, shall include Lenders and Loans made under any such Additional Facility Joinder Agreements or Increase Confirmations. In respect of any such Increase: (i) (A) on the date of the proposed Increase, all representations and warranties to be made in a Request for Credit Extension in accordance with Section 4.03 shall be true and correct in all material respects (or, with respect to any representation or warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language, after giving effect to any qualification therein, in all respects) on and as of the date of the proposed Increase with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects (or, with respect to any such representation or warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language, after giving effect to any qualification therein, in 80 95007600_2 all respects) as of such earlier date, and (B) no Event of Default is continuing on such date or would occur after giving effect to the proposed advance; provided that, in connection with any such Increase the primary purpose of which is to finance a Limited Condition Transaction, the conditions set forth in Section 2.14(q)(i)(A) and (B) shall not be required to be satisfied (other than to the extent required by any Lender or Additional Facility Lender in respect of such Increase); (ii) each party to this Agreement (other than the relevant Lender or Additional Facility Lender and the applicable Borrower) irrevocably authorizes and instructs the Administrative Agent to execute on its behalf any Additional Facility Joinder Agreement or Increase Confirmation which has been duly completed and signed on behalf of each Lender or proposed Additional Facility Lender, the applicable Borrower and each Loan Party agrees to be bound by such joinder; and (iii) with the prior written consent of the Borrowers, the Administrative Agent is authorized and instructed to enter into such documentation as is reasonably required to amend this Agreement and any other Loan Document (in accordance with the terms of this Section 2.14) to reflect the terms of each Increase without the consent of any Lender other than each applicable Additional Facility Lender. (r) Upon any Additional Facility Commencement Date on which Revolving Credit Commitments in respect of an Additional Revolving Facility (the “Additional Revolving Credit Commitments”) are effected through an increase in the Revolving Credit Commitments with respect to any existing Facility (the “Original Revolving Credit Facility”) pursuant to this Section 2.14, (a) each of the Revolving Credit Lenders under such Facility shall assign to each of the Additional Lenders under such Additional Revolving Facility (the “Additional Revolving Credit Lenders”), and each of the Additional Revolving Credit Lenders shall purchase from each of the Revolving Credit Lenders, at the principal amount thereof, such interests in the Revolving Credit Loans outstanding on such Additional Facility Commencement Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Credit Loans will be held by existing Revolving Credit Lenders and Additional Revolving Credit Lenders ratably in accordance with their Revolving Credit Commitments after giving effect to the addition of such Additional Revolving Credit Commitments to the Revolving Credit Commitments; provided that the Administrative Agent and the Company may agree to give effect to the foregoing provisions on or after the next Interest Payment Date with respect to any Revolving Credit Loans outstanding under the Original Revolving Credit Facility on the Additional Facility Commencement Date. The Administrative Agent and the Lenders hereby agree that the minimum borrowing and prepayment requirements in this Agreement and Section 9.8 hereof for shall not apply to the purpose of treating such Additional Facility pari passu with Revolving Loans)transactions effected pursuant to the immediately preceding sentence.

Additional Facilities. (ia) Each By at least two Business Days’ notice to the Administrative Agent (or such shorter period as the Administrative Agent shall agree), and pursuant to the terms and conditions in this Section 2.14 and in the applicable Additional Facility Joinder Agreement or Increase Confirmation, an Additional Facility or an Increase (A) shall rank pari passu in right of payment with the Revolving Loans, (B) shall not mature earlier than the last day of the Commitment Period (but may have amortization prior to such date), (C) shall be treated substantially the same as (and in any event no more favorably than) the Revolving Loans, and (Ddefined below) may have mandatory prepayments, which amounts shall be shared pro rata with provided to any Loan Party in an aggregate principal amount not to exceed the Revolving Lenders after Additional Facility Available Amount (as determined on the occurrence date of an Event of Default, at the discretion of the Revolving LendersIncurrence thereof); provided that (1i) on the terms date of the proposed Additional Facility Loan all representations and conditions applicable warranties to be made in a Request for Credit Extension in accordance with Section 4.03 are true and correct in all material respects (or, with respect to any representation or warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language, after giving effect to any qualification therein, in all respects) on and as of the date of the proposed Additional Facility Loan with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects (or, with respect to any such representation or warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language, after giving effect to any qualification therein, in all respects) as of such earlier date, and (ii) no Event of Default is continuing on such date or would occur after giving effect to the proposed advance; provided, further, that in connection with any Additional Facility maturing after the last day primary purpose of which is to finance a Limited Condition Transaction, the Commitment Period may provide for material additional or different financial or other covenants or prepayment requirements applicable only during periods after the last day of the Commitment Period, conditions set forth in Section 2.14(a)(i) and (2ii) shall not be required to be satisfied (other than to the extent required by the Additional Facility Lenders party thereto). (b) Any person may be priced differently than Revolving Loans; provided that, if become a Lender under this Agreement by delivering to the applicable interest rates for Administrative Agent an Additional Facility are greater than fifty Joinder Agreement which must be duly executed by that person, the Administrative Agent, the applicable Borrower and the applicable Additional Borrower, if any. That person shall become a Lender on the date specified in the Additional Facility Joinder Agreement. Additional Facilities may be provided by any existing Lender, but no existing Lender will have an obligation to make an Additional Facility Commitment nor will the applicable Borrower have any obligation to approach any existing Lender to provide any Additional Facility Commitment. (50.00c) basis points in excess Upon the relevant person becoming a Lender, the total of the interest rates of any existing Loans, the interest rates with respect to such existing Loans Commitments under this Agreement shall be automatically increased by the number of basis points of such excessamount set out in the relevant Additional Facility Joinder Agreement as that Lender’s Additional Facility Commitment. (iid) An Each Lender under an Additional Facility may be added hereunder pursuant will grant to an amendment the applicable Borrower a term or restatement (an “revolving loan facility in the amount specified in the relevant Additional Facility Amendment”) Joinder Agreement during the Additional Facility Availability Period specified in the Additional Facility Joinder Agreement, subject to the terms of this Agreement and, as appropriateAgreement. (e) No Additional Facility shall have the benefit of any guarantee unless the existing Lenders also share in such guarantee. The execution by the applicable Borrower, the other Loan Documents, executed Guarantors and the relevant Additional Borrower of the Additional Facility Joinder Agreement shall constitute confirmation by each Guarantor that its obligations under the Guaranty shall extend to the total of the Commitments as increased by the addition of the relevant Lender’s Commitment and shall be owed to each Secured Party including the relevant Lender but otherwise shall continue unaffected. (f) The aggregate amount of all outstanding Additional Facility Loans under an Additional Facility shall not at any time exceed the relevant Total Additional Facility Commitments for that Additional Facility. (g) The aggregate amount of the participations of a Lender in Additional Facility Loans under an Additional Facility shall not at any time exceed that ▇▇▇▇▇▇▇▇, each Lender providing a commitment with respect to such ’s Additional Facility and each Commitment for that Additional Lender providing Facility at that time. (h) No Additional Facility shall have the benefit of any security unless the existing Lenders also share in such security (except in the case of a commitment with respect security interest in any Escrow Account relating to an Additional 148928924_12 Facility during the escrow period applicable to such Additional Facility); provided that the Additional Facility Borrowers and the relevant Additional Facility Lender may agree that an Additional Facility shares in the Collateral on a junior basis to the other Facilities. The effectiveness of an Additional Facility shall be subject to customary reaffirmation in respect of any Collateral Documents and, to the extent reasonably requested by the Administrative Agent, delivery of a written opinion of counsel to the Loan Parties in form and substance reasonably satisfactory to the Administrative Agent. (i) in respect of each Additional Facility: (i) each Additional Facility Borrower for that Additional Facility is a Loan Party; (ii) the principal amount, interest rate, interest periods, Latest Maturity Date, use of proceeds, repayment schedule, availability, fees, incorporation of relevant clauses relating to, or in connection with, any Additional Facility and related provisions, and Agent. An the currency of that Additional Facility Amendment shall be agreed by the relevant Additional Facility Borrowers and the relevant Additional Facility Lenders (and, in the case of currency and incorporation of the relevant clauses relating to, or in connection with, any Additional Facility which is a revolving facility, the Administrative Agent) and set out in the relevant Additional Facility Joinder Agreement; (iii) the relevant Additional Facility Joinder Agreement shall specify whether that Additional Facility is in form of a term loan or a revolving loan; (iv) notwithstanding anything to the contrary in this Agreement, (A) any Additional Revolving Facility may provide for the ability on a voluntary basis to permanently repay and terminate or reduce any Revolving Credit Commitments on a pro rata basis, less than or greater than a pro rata basis with other outstanding revolving Facilities hereunder and (B) any Additional Facility Loan in the form of a term loan may participate on a pro rata basis, less than or greater than a pro rata basis in any voluntary prepayments of the Term Loans hereunder under other outstanding Classes of Term Loans, and on a pro rata basis or less than a pro rata basis in any mandatory prepayments of the Term Loans hereunder under other outstanding Classes of Term Loans; (v) the Revolving Credit Commitments in respect of any Additional Revolving Facility may, without at the election of the Company, be designated as Financial Covenant Revolving Credit Commitments; (vi) each Additional Facility Joinder Agreement may provide for the consent of the Additional Facility Lenders under the applicable Additional Facility (including any other Lenders, effect such Increase in respect thereof) to one or more amendments to this Agreement and the other Loan Documents as may (in addition to those amendments contemplated by Section 2.14(o)), and each party to this Agreement acknowledges and agrees that such consent shall be necessary or appropriatebinding on all Additional Facility Lenders in respect of such Additional Facility and shall be counted for purposes of the definition of determining whether the consent of the Required Lenders, in the reasonable opinion of AgentRequired Class Lenders, Required Revolving Credit Lenders and affected Lenders has been obtained, and for all other relevant purposes under Section 10.01; and (vii) subject to effect the provisions of Section 2.06(bsub-clauses (i), (ii), (iv), (v) and (cvi) hereof above, the general terms of that Additional Facility shall be consistent in all material respects with the terms of this Agreement. (includingj) The Borrowers may pay to any Additional Facility Lender a fee in the amount and at the times agreed between the applicable Borrower and that Additional Facility Lender. (k) Each Additional Facility Lender shall become a party to this Agreement and be entitled to share in the Collateral in accordance with the terms of this Agreement, without limitation, amendments any applicable Intercreditor Agreement and the Collateral Documents pari passu with the Lenders under the other Facilities; provided that the Additional Facility Borrowers and the relevant Additional Facility Lender may agree that an Additional Facility shares in the Collateral on a junior basis to the definitions other Facilities which, if so agreed, shall be set out in the relevant Additional Facility Joinder Agreement. In addition, each Additional Facility Lender shall be subject to any applicable Intercreditor Agreement or enter into equivalent intercreditor arrangements having a similar effect. 148928924_12 (l) Each party to this Agreement (other than each proposed Additional Facility Lender, the applicable Borrower and each Additional Facility Borrower) irrevocably authorizes and instructs the Administrative Agent to execute on its behalf any Additional Facility Joinder Agreement which has been duly completed and signed on behalf of each proposed Additional Facility Lender, the applicable Borrower and each proposed Additional Facility Borrower and each Loan Party agrees to be bound by such joinder. (m) On the Additional Facility Commencement Date: (i) each Additional Facility Lender party to that Additional Facility Joinder Agreement, each other Finance Party and the Loan Parties shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had each Additional Facility Lender been a Lender on the 2020 Amendment Effective Date, with the rights and/or obligations assumed by it as a result of that accession and with the Commitment specified by it as its Additional Facility Commitment; and (ii) each Additional Facility Lender shall become a party to this Agreement as an “Additional Facility Lender”. (n) [Reserved.] (o) With the prior written consent of the Company, the Administrative Agent is authorized and instructed to enter into such documentation as is reasonably required to amend this Agreement and any other Loan Document (in accordance with the terms of this Section 2.14) to reflect the terms of each Additional Facility without the consent of any Lender other than each applicable Additional Facility Lender, including amendments as deemed necessary by the Administrative Agent in its reasonable judgment to effect any lien or payment subordination and associated rights of the applicable Lenders to the extent any Additional Facilities are to rank junior in right of security or payment or to address technical issues relating to funding and payments. (p) This Section 2.14 shall supersede any provisions in Section 2.13 or Section 10.01 to the contrary. (q) The facilities under which any Term Commitments or Revolving Credit Commitments have been made available may be increased by any amount (an “Increase”) which shall not exceed the Additional Facility Available Amount by the execution by any Lender or Additional Facility Lender of one or more Additional Facility Joinder Agreements or Increase Confirmations (under which the Maturity Date, Applicable Rate and any other economic terms applicable to the relevant Additional Facility Commitments are the same as those applicable to the existing Term Commitments or Revolving Credit Commitments, as applicable). Following any such Increase, references to Term Loans and Revolving Credit Loans, as applicable, and the Lenders in respect of the Term Loans and Revolving Credit Loans, as applicable, shall include Lenders and Loans made under any such Additional Facility Joinder Agreements or Increase Confirmations. In respect of any such Increase: (i) (A) on the date of the proposed Increase, all representations and warranties to be made in a Request for Credit Extension in accordance with Section 4.03 shall be true and correct in all material respects (or, with respect to any representation or warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language, after giving effect to any qualification therein, in all respects) on and as of the date of the proposed Increase with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects (or, with respect to any such representation or warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language, after giving effect to any qualification therein, in all respects) as of such earlier date, and (B) no Event of Default is continuing on such date or would occur after giving effect to the proposed advance; provided that, in connection with any such Increase the primary purpose of which is to finance a Limited Condition Transaction, the conditions set forth in this Section 2.14(q)(i) and foregoing sub-clauses (A) and (B) shall not be required to be satisfied (other than to the extent required by any Lender or Additional Facility Lender in respect of such Increase); (ii) each party to this Agreement (other than the relevant Lender or Additional Facility Lender and the applicable Borrower) irrevocably authorizes and instructs the Administrative Agent to execute on its behalf any Additional Facility Joinder Agreement or Increase Confirmation which has been duly 148928924_12 completed and signed on behalf of each Lender or proposed Additional Facility Lender, the applicable Borrower and each Loan Party agrees to be bound by such joinder; and (iii) with the prior written consent of the Company, the Administrative Agent is authorized and instructed to enter into such documentation as is reasonably required to amend this Agreement and any other Loan Document (in accordance with the terms of this Section 2.14) to reflect the terms of each Increase without the consent of any Lender other than each applicable Additional Facility Lender. (r) Upon any Additional Facility Commencement Date on which Revolving Credit Commitments in respect of an Additional Revolving Facility (the “Additional Revolving Credit Commitments”) are effected through an increase in the Revolving Credit Commitments with respect to any existing Facility (the “Original Revolving Credit Facility”) pursuant to this Section 2.14, each of the Revolving Credit Lenders under such Facility shall assign to each of the Additional Lenders under such Additional Revolving Facility (the “Additional Revolving Credit Lenders”), and each of the Additional Revolving Credit Lenders shall purchase from each of the Revolving Credit Lenders, at the principal amount thereof, such interests in the Revolving Credit Loans outstanding on such Additional Facility Commencement Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Credit Loans will be held by existing Revolving Credit Lenders and Additional Revolving Credit Lenders ratably in accordance with their Revolving Credit Commitments after giving effect to the addition of such Additional Revolving Credit Commitments to the Revolving Credit Commitments; provided that the Administrative Agent and the Company may agree to give effect to the foregoing provisions on or after the next Interest Payment Date with respect to any Revolving Credit Loans outstanding under the Original Revolving Credit Facility on the Additional Facility Commencement Date. The Administrative Agent and the Lenders hereby agree that the minimum borrowing and prepayment requirements in this Agreement and Section 9.8 hereof for shall not apply to the purpose of treating such Additional Facility pari passu with Revolving Loans)transactions effected pursuant to the immediately preceding sentence.

Additional Facilities. At any time following the Closing Date, the Canadian Borrower, on behalf of itself and the other Borrowers, may, on no more than three (3) occasions, designate certain additional Subsidiaries of the Canadian Borrower (except for any Subsidiary organized under the laws of the United States, Canada, the United Kingdom, Mexico or any political subdivision of any of the foregoing) as an Additional Facility Borrower in connection with the establishment of Additional Facilities in an aggregate amount over the term of the Credit Facility not to exceed the lesser of (a) the difference of (i) Each Additional $30,000,000 less (ii) the amount of any increase in the Mexican Facility after the Closing Date pursuant to Section 5.2 and (b) the difference of (i) the Maximum Facility Amount less (ii) the sum of (A) shall rank pari passu in right the aggregate principal amount of payment with the Revolving Loansall other Additional Facilities requested pursuant to this Section 5.4, (B) shall not mature earlier than any prior increases to the last day of the Revolving Commitment Period (but may have amortization prior made pursuant to such date), Section 2.9 and (C) shall be treated substantially any prior increases to the same as (and in any event no more favorably than) the Revolving Loans, and (D) may have mandatory prepayments, which amounts shall be shared pro rata with the Revolving Lenders after the occurrence of an Event of Default, at the discretion of the Revolving LendersMexican Facility Commitment made pursuant to Section 5.2; provided that at the time of such designation: (1i) the terms no Default or Event of Default shall have occurred and conditions applicable to be continuing or would result from any such requested Additional Facility maturing after the last day of the Commitment Period may provide for material additional or different financial or other covenants or prepayment requirements applicable only during periods after the last day of the Commitment Period, and (2) may be priced differently than Revolving Loans; provided that, if the applicable interest rates for an Additional Facility are greater than fifty (50.00) basis points in excess of the interest rates of any existing Loans, the interest rates with respect to such existing Loans shall be automatically increased by the number of basis points of such excess.borrowings thereunder; (ii) An Additional Facility may be added hereunder pursuant to the Canadian Borrower and its Consolidated Subsidiaries shall provide the Administrative Agent with an amendment or restatement (an “Additional Facility Amendment”) Officer's Compliance Certificate demonstrating pro forma compliance with each of this Agreement and, as appropriate, the other Loan Documents, executed by ▇▇▇▇▇▇▇▇, each Lender providing a commitment with respect covenants contained in Article X after giving effect to such proposed Additional Facility and any Additional Facility Extensions of Credit thereunder; (iii) each Additional Lender providing Facility shall be in an aggregate principal amount of at least $5,000,000 or a commitment with respect whole multiple of $1,000,000 in excess thereof, or in each case, if less, the remaining principal amount of Additional Facilities that are available under this Section 5.4; (iv) the Administrative Agent and the Required Lenders shall have consented to the establishment of such Additional Facility; (v) the Canadian Borrower and its applicable Subsidiaries shall have complied with the applicable provisions of Section 9.11; (vi) in connection with each proposed Additional Facility, the Canadian Borrower, on behalf of itself and Agent. An the other Borrowers, may solicit commitments from (A) any Lender (provided that no Lender shall have an obligation to commit to all or a portion of the proposed increase) or (B) any third party, financial institutions that are Eligible Assignees or that are otherwise reasonably acceptable to both the Administrative Agent and the Canadian Borrower; (vii) each new Additional Facility Amendment mayLender shall have delivered such additional documents, without instruments and other agreements as are reasonably requested by the consent Administrative Agent to evidence such new Additional Facility Lender's agreement to be bound by and subject to the applicable terms and conditions of any other Lenders, effect such amendments to this Agreement and the other applicable Loan Documents as may be necessary or appropriateDocuments; and (viii) subject to Section 5.5, in the reasonable opinion terms and conditions of Agent, to effect the provisions of Section 2.06(b) and (c) hereof each Additional Facility Loan Document (including, without limitation, amendments the ranking, the pricing, the tenor, the availability of swingline loans or letters of credit, and collateral and guaranty matters) executed in connection with the establishment of such requested Additional Facility (which documents must be duly authorized, executed and delivered prior to giving effect thereto) shall (A) be subject to the definitions in this Agreement terms and conditions of Section 9.8 hereof for 5.1 (mutatis mutandis to refer to such new Additional Facility rather than the purpose of treating Mexican Facility), (B) include such other terms as such Additional Facility pari passu Lenders deem reasonably necessary (to the extent such terms and conditions are not otherwise inconsistent with Revolving Loansthe terms of this Agreement or the other Loan Documents) and (C) be subject to the approval of the Administrative Agent (such approval not to be unreasonably withheld).

Additional Facilities. (a) By at least two Business Days’ notice to the Administrative Agent (or such shorter period as the Administrative Agent shall agree), and pursuant to the terms and conditions in this Section 2.14 and in the applicable Additional Facility Joinder Agreement, an Additional Facility may be provided to any Loan Party in an aggregate principal amount not to exceed the Additional Facility Available Amount, provided that (i) on the date of the proposed Additional Facility Loan all representations and warranties to be made in a Request for Credit Extension in accordance with Section 4.03 are true and correct in all material respects (or, with respect to any representation or warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language, in all respects) on and as of the date of the proposed Additional Facility Loan with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects (or, with respect to any such representation or warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language, in all respects) as of such earlier date, and (ii) no Event of Default is continuing on such date or would occur after giving effect to the proposed advance; provided, further, that in connection with any Additional Facility the primary purpose of which is to finance a Limited Condition Transaction, the conditions set forth in the foregoing clauses (i) and (ii) shall not be required to be satisfied (other than to the extent required by the Additional Facility Lenders party thereto). (b) Any person may become a Lender under this Agreement by delivering to the Administrative Agent an Additional Facility Joinder Agreement which must be duly executed by that person, the Administrative Agent, the applicable Borrower and the relevant Additional Borrower (if any). That person shall become a Lender on the date specified in the Additional Facility Joinder Agreement. Additional Facilities may be provided by any existing Lender, but no existing Lender will have an obligation to make an Additional Facility Commitment nor will the applicable Borrower have any obligation to approach any existing Lender to provide any Additional Facility Commitment. (c) Upon the relevant person becoming a Lender, the total of the Commitments under this Agreement shall be increased by the amount set out in the relevant Additional Facility Joinder Agreement as that Lender’s Additional Facility Commitment. (d) Each Lender under an Additional Facility will grant to the applicable Borrower a term or revolving loan facility in the amount specified in the relevant Additional Facility Joinder Agreement during the Additional Facility Availability Period specified in the Additional Facility Joinder Agreement, subject to the terms of this Agreement. (e) No Additional Facility shall have the benefit of any guarantee unless the existing Lenders also share in such guarantee. The execution by the applicable Borrower, the Guarantors and the relevant Additional Borrower of the Additional Facility Joinder Agreement shall constitute confirmation by each Guarantor that its obligations under the Guaranty shall extend to the total of the Commitments as increased by the addition of the relevant Lender’s Commitment and shall be owed to each Secured Party including the relevant Lender but otherwise shall continue unaffected. (f) The aggregate amount of all outstanding Additional Facility Loans under an Additional Facility shall not at any time exceed the relevant Total Additional Facility Commitments for that Additional Facility. (g) The aggregate amount of the participations of a Lender in Additional Facility Loans under an Additional Facility shall not at any time exceed that Lender’s Additional Facility Commitment for that Additional Facility at that time. (h) No Additional Facility shall have the benefit of any security unless the existing Lenders also share in such security. The effectiveness of an Additional Facility shall be subject to customary reaffirmation in respect of any Collateral Documents and, to the extent reasonably requested by the Administrative Agent, delivery of a written opinion of counsel to the Loan Parties in form and substance reasonably satisfactory to the Administrative Agent. (i) in respect of each Additional Facility: (i) each Additional Facility Borrower for that Additional Facility is a Loan Party; (ii) the principal amount, interest rate, interest periods, Latest Maturity Date, use of proceeds, repayment schedule, availability, fees, incorporation of relevant clauses relating to, or in connection with, any Additional Facility and related provisions, and the currency of that Additional Facility shall be agreed by the relevant Additional Facility Borrowers and the relevant Additional Facility Lenders (and, in the case of currency and incorporation of the relevant clauses relating to, or in connection with, any Additional Facility which is a revolving facility, the Administrative Agent) and set out in the relevant Additional Facility Joinder Agreement; (iii) the relevant Additional Facility Joinder Agreement shall specify whether that Additional Facility is in form of a term loan or a revolving loan; (iv) Notwithstanding anything to the contrary in this Agreement, (A) any Additional Revolving Facility may provide for the ability on a voluntary basis to permanently repay and terminate or reduce any Revolving Credit Commitments on a pro rata basis, less than or greater than a pro rata basis with other outstanding revolving Facilities hereunder and (B) any Additional Facility Loan in the form of a term loan may participate on a pro rata basis, less than or greater than a pro rata basis in any voluntary prepayments of the Term Loans hereunder under other outstanding Classes of Term Loans, and on a pro rata basis or less than a pro rata basis in any mandatory prepayments of the Term Loans hereunder under other outstanding Classes of Term Loans; and (v) subject to sub-clauses (i), (ii) and (iv) above, the general terms of that Additional Facility shall be consistent in all material respects with the terms of this Agreement. (j) The Borrowers may pay to any Additional Facility Lender a fee in the amount and at the times agreed between the applicable Borrower and that Additional Facility Lender. (k) Each Additional Facility (A) Lender shall rank become a party to this Agreement and be entitled to share in the Collateral in accordance with the terms of the Intercreditor Agreements and the Collateral Documents pari passu in right of payment with the Revolving LoansLenders under the other Facilities provided that the Additional Facility Borrowers and the relevant Additional Facility Lender may agree that an Additional Facility shares in the Collateral on a junior basis to the other Facilities which, (B) shall not mature earlier than the last day of the Commitment Period (but may have amortization prior to such date)if so agreed, (C) shall be treated substantially set out in the same as (and in any event no more favorably than) the Revolving Loansrelevant Additional Facility Joinder Agreement. In addition, and (D) may have mandatory prepayments, which amounts each Additional Facility Lender shall be shared pro rata with subject to the Revolving Lenders after Existing Intercreditor Agreement or enter into equivalent intercreditor arrangements having a similar effect. (l) Each party to this Agreement (other than each proposed Additional Facility Lender, the occurrence of an Event of Default, at applicable Borrower and each Additional Facility Borrower) irrevocably authorizes and instructs the discretion of the Revolving Lenders; provided that (1) the terms and conditions applicable Administrative Agent to execute on its behalf any Additional Facility maturing after Joinder Agreement which has been duly completed and signed on behalf of each proposed Additional Facility Lender, the last day applicable Borrower and each proposed Additional Facility Borrower and each Loan Party agrees to be bound by such joinder. (m) On the Additional Facility Commencement Date: (i) each Additional Facility Lender party to that Additional Facility Joinder Agreement, each other Finance Party and the Loan Parties shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had each Additional Facility Lender been a Lender on the Closing Date, with the rights and/or obligations assumed by it as a result of that accession and with the Commitment Period may provide for material additional or different financial or other covenants or prepayment requirements applicable only during periods after the last day of the Commitment Period, and (2) may be priced differently than Revolving Loans; provided that, if the applicable interest rates for an specified by it as its Additional Facility are greater than fifty (50.00) basis points in excess of the interest rates of any existing Loans, the interest rates with respect to such existing Loans shall be automatically increased by the number of basis points of such excess.Commitment; and (ii) An each Additional Facility may be added hereunder pursuant Lender shall become a party to an amendment or restatement (this Agreement as an “Additional Facility AmendmentLender”. (n) [Reserved]. (o) With the prior written consent of the Company, the Administrative Agent is authorized and instructed to enter into such documentation as is reasonably required to amend this Agreement and any other Loan Document (in accordance with the terms of this Agreement and, as appropriate, Section 2.14) to reflect the other Loan Documents, executed by ▇▇▇▇▇▇▇▇, terms of each Lender providing a commitment with respect to such Additional Facility and each Additional Lender providing a commitment with respect to such Additional Facility, and Agent. An Additional Facility Amendment may, without the consent of any Lender other Lendersthan each applicable Additional Facility Lender, including amendments as deemed necessary by the Administrative Agent in its reasonable judgment to effect any lien or payment subordination and associated rights of the applicable Lenders to the extent any Additional Facilities are to rank junior in right of security or payment or to address technical issues relating to funding and payments. (p) This Section 2.14 shall supersede any provisions in Sections 2.13 or 10.01 to the contrary. (q) The facilities under which any Term Commitments or Revolving Credit Commitments have been made available may be increased by any amount by the execution by any Lender or Additional Facility Lender of one or more Additional Facility Joinder Agreements (under which the Maturity Date, Applicable Rate and any other economic terms applicable to the relevant Additional Facility Commitments are the same as those applicable to the existing Term Commitments or Revolving Credit Commitments); provided, however, that any such amendments increase shall only be permitted if the Indebtedness represented thereby has been incurred in compliance with the conditions set out under this Section 2.14 for the provision of an Additional Facility to this Agreement any Loan Party. Following any such increase, references to Term Loans and Revolving Credit Loans, as applicable, and the other Loan Documents Lenders in respect of the Term Loans and Revolving Credit Loans, as may be necessary or appropriateapplicable, in the reasonable opinion of Agent, to effect the provisions of Section 2.06(b) shall include Lenders and (c) hereof (including, without limitation, amendments to the definitions in this Agreement and Section 9.8 hereof for the purpose of treating Loans made under any such Additional Facility pari passu with Revolving Loans)Joinder Agreements.

Additional Facilities. (ia) Each By at least two Business Days’ notice to the Administrative Agent (or such shorter period as the Administrative Agent shall agree), and pursuant to the terms and conditions in this Section 2.14 and in the applicable Additional Facility Joinder Agreement or Increase Confirmation, an Additional Facility or an Increase (A) shall rank pari passu in right of payment with the Revolving Loans, (B) shall not mature earlier than the last day of the Commitment Period (but may have amortization prior to such date), (C) shall be treated substantially the same as (and in any event no more favorably than) the Revolving Loans, and (Ddefined below) may have mandatory prepayments, which amounts shall be shared pro rata with provided to any Loan Party in an aggregate principal amount not to exceed the Revolving Lenders after Additional Facility Available Amount (as determined on the occurrence date of an Event of Default, at the discretion of the Revolving LendersIncurrence thereof); provided that (1i) on the terms date of the proposed Additional Facility Loan all representations and conditions applicable warranties to be made in a Request for Credit Extension in accordance with Section 4.03 are true and correct in all material respects (or, with respect to 71 any representation or warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language, after giving effect to any qualification therein, in all respects) on and as of the date of the proposed Additional Facility Loan with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects (or, with respect to any such representation or warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language, after giving effect to any qualification therein, in all respects) as of such earlier date, and (ii) no Event of Default is continuing on such date or would occur after giving effect to the proposed advance; provided, further, that in connection with any Additional Facility maturing after the last day primary purpose of which is to finance a Limited Condition Transaction, the Commitment Period may provide for material additional or different financial or other covenants or prepayment requirements applicable only during periods after the last day of the Commitment Period, conditions set forth in Section 2.14(a)(i) and (2ii) shall not be required to be satisfied (other than to the extent required by the Additional Facility Lenders party thereto). (b) Any person may be priced differently than Revolving Loans; provided that, if become a Lender under this Agreement by delivering to the applicable interest rates for Administrative Agent an Additional Facility are greater than fifty Joinder Agreement which must be duly executed by that person, the Administrative Agent, the applicable Borrower and the applicable Additional Borrower, if any. That person shall become a Lender on the date specified in the Additional Facility Joinder Agreement. Additional Facilities may be provided by any existing Lender, but no existing Lender will have an obligation to make an Additional Facility Commitment nor will the applicable Borrower have any obligation to approach any existing Lender to provide any Additional Facility Commitment. (50.00c) basis points in excess Upon the relevant person becoming a Lender, the total of the interest rates of any existing Loans, the interest rates with respect to such existing Loans Commitments under this Agreement shall be automatically increased by the number amount set out in the relevant Additional Facility Joinder Agreement as that Lender’s Additional Facility Commitment. (d) Each Lender under an Additional Facility will grant to the applicable Borrower a term or revolving loan facility in the amount specified in the relevant Additional Facility Joinder Agreement during the Additional Facility Availability Period specified in the Additional Facility Joinder Agreement, subject to the terms of this Agreement. (e) No Additional Facility shall have the benefit of any guarantee unless the existing Lenders also share in such guarantee. The execution by the applicable Borrower, the Guarantors and the relevant Additional Borrower of the Additional Facility Joinder Agreement shall constitute confirmation by each Guarantor that its obligations under the Guaranty shall extend to the total of the Commitments as increased by the addition of the relevant Lender’s Commitment and shall be owed to each Secured Party including the relevant Lender but otherwise shall continue unaffected. (f) The aggregate amount of all outstanding Additional Facility Loans under an Additional Facility shall not at any time exceed the relevant Total Additional Facility Commitments for that Additional Facility. (g) The aggregate amount of the participations of a Lender in Additional Facility Loans under an Additional Facility shall not at any time exceed that Lend▇▇’▇ ▇dditional Facility Commitment for that Additional Facility at that time. (h) No Additional Facility shall have the benefit of any security unless the existing Lenders also share in such security (except in the case of a security interest in any Escrow Account during the escrow period applicable to such Additional Facility); provided that the Additional Facility Borrowers and the relevant Additional Facility Lender may agree that an Additional Facility shares in the Collateral on a junior basis points to the other Facilities. The effectiveness of such excessan Additional Facility shall be subject to customary reaffirmation in respect of any Collateral Documents and, to the extent reasonably requested by the Administrative Agent, delivery of a written opinion of counsel to the Loan Parties in form and substance reasonably satisfactory to the Administrative Agent. (i) in respect of each Additional Facility: (i) each Additional Facility Borrower for that Additional Facility is a Loan Party; (ii) An Additional Facility may be added hereunder pursuant to an amendment the principal amount, interest rate, interest periods, Latest Maturity Date, use of proceeds, repayment schedule, availability, fees, incorporation of relevant clauses relating to, or restatement (an “Additional Facility Amendment”) of this Agreement andin connection with, as appropriate, the other Loan Documents, executed by ▇▇▇▇▇▇▇▇, each Lender providing a commitment with respect to such any Additional Facility and related provisions, and the currency of that Additional Facility shall be agreed by the relevant Additional Facility Borrowers and the relevant Additional Facility Lenders (and, in the case of currency and incorporation of the relevant clauses relating to, or in connection with, any Additional Facility which is a revolving facility, the Administrative Agent) and set out in the relevant Additional Facility Joinder Agreement; (iii) the relevant Additional Facility Joinder Agreement shall specify whether that Additional Facility is in form of a term loan or a revolving loan; 72 (iv) notwithstanding anything to the contrary in this Agreement, (A) any Additional Revolving Facility may provide for the ability on a voluntary basis to permanently repay and terminate or reduce any Revolving Credit Commitments on a pro rata basis, less than or greater than a pro rata basis with other outstanding revolving Facilities hereunder and (B) any Additional Facility Loan in the form of a term loan may participate on a pro rata basis, less than or greater than a pro rata basis in any voluntary or mandatory prepayments of the Term Loans; (v) any Additional Facility Commitments may, at the election of the applicable Borrower, be designated as Financial Covenant Commitments; (vi) each Additional Lender providing a commitment with respect to such Additional Facility, and Agent. An Additional Facility Amendment may, without Joinder Agreement may provide for the consent of the Additional Facility Lenders under the applicable Additional Facility (including any other Lenders, effect such Increase in respect thereof) to one or more amendments to this Agreement and the other Loan Documents as may (in addition to those amendments contemplated by this Section 2.14(vi)), and each party to this Agreement acknowledges and agrees that such consent shall be necessary or appropriatebinding on all Additional Facility Lenders in respect of such Additional Facility and shall be counted for purposes of the definition of determining whether the consent of the Required Lenders, in the reasonable opinion of AgentRequired Class Lenders, Required Financial Covenant Lenders and affected Lenders has been obtained, and for all other relevant purposes under Section 10.01; and (vii) subject to effect the provisions of Section 2.06(bsub-clauses (i), (ii), (iv), (v) and (cvi) hereof above, the general terms of that Additional Facility shall be consistent in all material respects with the terms of this Agreement. (includingj) The Borrowers may pay to any Additional Facility Lender a fee in the amount and at the times agreed between the applicable Borrower and that Additional Facility Lender. (k) Each Additional Facility Lender shall become a party to this Agreement and be entitled to share in the Collateral in accordance with this Agreement, without limitation, amendments any applicable Intercreditor Agreement and the Collateral Documents pari passu with the Lenders under the other Facilities; provided that the Additional Facility Borrowers and the relevant Additional Facility Lender may agree that an Additional Facility shares in the Collateral on a junior basis to the definitions other Facilities which, if so agreed, shall be set out in the relevant Additional Facility Joinder Agreement. In addition, each Additional Facility Lender shall be subject to any applicable Intercreditor Agreement or enter into equivalent intercreditor arrangements having a similar effect. (l) Each party to this Agreement (other than each proposed Additional Facility Lender, the applicable Borrower and each Additional Facility Borrower) irrevocably authorizes and instructs the Administrative Agent to execute on its behalf any Additional Facility Joinder Agreement which has been duly completed and signed on behalf of each proposed Additional Facility Lender, the applicable Borrower and each proposed Additional Facility Borrower and each Loan Party agrees to be bound by such joinder. (m) On the Additional Facility Commencement Date: (i) each Additional Facility Lender party to that Additional Facility Joinder Agreement, each other Finance Party and the Loan Parties shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had each Additional Facility Lender been a Lender on the 2021 Amendment Effective Date or Effective Date, as applicable, with the rights and/or obligations assumed by it as a result of that accession and with the Commitment specified by it as its Additional Facility Commitment; and (ii) each Additional Facility Lender shall become a party to this Agreement as an “Additional Facility Lender”. (n) [Reserved.] (o) With the prior written consent of the Borrowers, the Administrative Agent is authorized and instructed to enter into such documentation as is reasonably required to amend this Agreement and any other Loan Document (in accordance with the terms of this Section 2.14) to reflect the terms of each Additional Facility without the consent of any Lender other than each applicable Additional Facility Lender, including amendments as deemed necessary by the Administrative Agent in its reasonable judgment to effect any lien or payment subordination and associated rights of the applicable Lenders to the extent any Additional Facilities are to rank junior in right of security or payment or to address technical issues relating to funding and payments. (p) This Section 2.14 shall supersede any provisions in Section 2.13 or Section 10.01 to the contrary. (q) The facilities under which any Term Commitments or Revolving Credit Commitments have been made available may be increased by any amount (an “Increase”) which shall not exceed the Additional Facility Available Amount by the execution by any Lender or Additional Facility Lender of one or more Additional Facility Joinder Agreements or Increase Confirmations (under which the Maturity Date, Applicable Rate and any other economic terms applicable to the relevant Additional Facility Commitments are the same as those applicable to the existing Term Commitments or Revolving Credit Commitments, as applicable). Following any such Increase, references to Term Loans and Revolving Credit Loans, as applicable, and the Lenders in respect of the Term Loans and Revolving Credit Loans, as applicable, shall include Lenders and Loans made under any such Additional Facility Joinder Agreements or Increase Confirmations. In respect of any such Increase: (i) (A) on the date of the proposed Increase, all representations and warranties to be made in a Request for Credit Extension in accordance with Section 4.03 shall be true and correct in all material respects (or, with respect to any representation or warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language, after giving effect to any qualification therein, in all respects) on and as of the date of the proposed Increase with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects (or, with respect to any such representation or warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language, after giving effect to any qualification therein, in all respects) as of such earlier date, and (B) no Event of Default is continuing on such date or would occur after giving effect to the proposed advance; provided that, in connection with any such Increase the primary purpose of which is to finance a Limited Condition Transaction, the conditions set forth in Section 2.14(q)(i)(A) and (B) shall not be required to be satisfied (other than to the extent required by any Lender or Additional Facility Lender in respect of such Increase); (ii) each party to this Agreement (other than the relevant Lender or Additional Facility Lender and the applicable Borrower) irrevocably authorizes and instructs the Administrative Agent to execute on its behalf any Additional Facility Joinder Agreement or Increase Confirmation which has been duly completed and signed on behalf of each Lender or proposed Additional Facility Lender, the applicable Borrower and each Loan Party agrees to be bound by such joinder; and (iii) with the prior written consent of the Borrowers, the Administrative Agent is authorized and instructed to enter into such documentation as is reasonably required to amend this Agreement and any other Loan Document (in accordance with the terms of this Section 2.14) to reflect the terms of each Increase without the consent of any Lender other than each applicable Additional Facility Lender. (r) Upon any Additional Facility Commencement Date on which Revolving Credit Commitments in respect of an Additional Revolving Facility (the “Additional Revolving Credit Commitments”) are effected through an increase in the Revolving Credit Commitments with respect to any existing Facility (the “Original Revolving Credit Facility”) pursuant to this Section 2.14, (a) each of the Revolving Credit Lenders under such Facility shall assign to each of the Additional Lenders under such Additional Revolving Facility (the “Additional Revolving Credit Lenders”), and each of the Additional Revolving Credit Lenders shall purchase from each of the Revolving Credit Lenders, at the principal amount thereof, such interests in the Revolving Credit Loans outstanding on such Additional Facility Commencement Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Credit Loans will be held by existing Revolving Credit Lenders and Additional Revolving Credit Lenders ratably in accordance with their Revolving Credit Commitments after giving effect to the addition of such Additional Revolving Credit Commitments to the Revolving Credit Commitments; provided that the Administrative Agent and the Company may agree to give effect to the foregoing provisions on or after the next Interest Payment Date with respect to any Revolving Credit Loans outstanding under the Original Revolving Credit Facility on the Additional Facility Commencement Date. The Administrative Agent and the Lenders hereby agree that the minimum borrowing and prepayment requirements in this Agreement and Section 9.8 hereof for shall not apply to the purpose of treating such Additional Facility pari passu with Revolving Loans)transactions effected pursuant to the immediately preceding sentence.

Additional Facilities. (ia) Each By at least two Business Days’ notice to the Administrative Agent (or such shorter period as the Administrative Agent shall agree), and pursuant to the terms and conditions in this Section 2.14 and in the applicable Additional Facility Joinder Agreement or Increase Confirmation, an Additional Facility or an Increase (A) shall rank pari passu in right of payment with the Revolving Loans, (B) shall not mature earlier than the last day of the Commitment Period (but may have amortization prior to such date), (C) shall be treated substantially the same as (and in any event no more favorably than) the Revolving Loans, and (Ddefined below) may have mandatory prepayments, which amounts shall be shared pro rata with provided to any Loan Party in an aggregate principal amount not to exceed the Revolving Lenders after Additional Facility Available Amount (as determined on the occurrence date of an Event of Default, at the discretion of the Revolving LendersIncurrence thereof); provided that (1i) on the terms date of the proposed Additional Facility Loan all representations and conditions applicable warranties to be made in a Request for Credit Extension in accordance with Section 4.03 are true and correct in all material respects (or, with respect to any representation or warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language, after giving effect to any qualification therein, in all respects) on and as of the date of the proposed Additional Facility Loan with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects (or, with respect to any such representation or warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language, after giving effect to any qualification therein, in all respects) as of such earlier date, and (ii) no Event of Default is continuing on such date or would occur after giving effect to the proposed advance; provided, further, that in connection with any Additional Facility maturing after the last day primary purpose of which is to finance a Limited Condition Transaction, the Commitment Period may provide for material additional or different financial or other covenants or prepayment requirements applicable only during periods after conditions set forth in the last day of the Commitment Period, Section 2.14(a)(i) and (2ii) shall not be required to be satisfied (other than to the extent required by the Additional Facility Lenders party thereto). (b) Any person may be priced differently than Revolving Loans; provided that, if become a Lender under this Agreement by delivering to the applicable interest rates for Administrative Agent an Additional Facility are greater than fifty Joinder Agreement which must be duly executed by that person, the Administrative Agent, the applicable Borrower and the applicable Additional Borrower, if any. That person shall become a Lender on the date specified in the Additional Facility Joinder Agreement. Additional Facilities may be provided by any existing Lender, but no existing Lender will have an obligation to make an Additional Facility Commitment nor will the applicable Borrower have any obligation to approach any existing Lender to provide any Additional Facility Commitment. (50.00c) basis points in excess Upon the relevant person becoming a Lender, the total of the interest rates of any existing Loans, the interest rates with respect to such existing Loans Commitments under this Agreement shall be automatically increased by the number of basis points of such excessamount set out in the relevant Additional Facility Joinder Agreement as that Lender’s Additional Facility Commitment. (iid) An Each Lender under an Additional Facility may be added hereunder pursuant will grant to an amendment the applicable Borrower a term or restatement (an “revolving loan facility in the amount specified in the relevant Additional Facility Amendment”) Joinder Agreement during the Additional Facility Availability Period specified in the Additional Facility Joinder Agreement, subject to the terms of this Agreement and, as appropriateAgreement. (e) No Additional Facility shall have the benefit of any guarantee unless the existing Lenders also share in such guarantee. The execution by the applicable Borrower, the other Loan Documents, executed Guarantors and the relevant Additional Borrower of the Additional Facility Joinder Agreement shall constitute confirmation by each Guarantor that its obligations under the Guaranty shall extend to the total of the Commitments as increased by the addition of the relevant Lender’s Commitment and shall be owed to each Secured Party including the relevant Lender but otherwise shall continue unaffected. (f) The aggregate amount of all outstanding Additional Facility Loans under an Additional Facility shall not at any time exceed the relevant Total Additional Facility Commitments for that Additional Facility. (g) The aggregate amount of the participations of a Lender in Additional Facility Loans under an Additional Facility shall not at any time exceed that ▇▇▇▇▇▇▇▇’s Additional Facility Commitment for that Additional Facility at that time. (h) No Additional Facility shall have the benefit of any security unless the existing Lenders also share in such security (except in the case of a security interest in any Escrow Account during the escrow period applicable to such Additional Facility); provided that the Additional Facility Borrowers and the relevant Additional Facility Lender may agree that an Additional Facility shares in the Collateral on a junior basis to the other Facilities. The effectiveness of an Additional Facility shall be subject to customary reaffirmation in respect of any Collateral Documents and, to the extent reasonably requested by the Administrative Agent, delivery of a written opinion of counsel to the Loan Parties in form and substance reasonably satisfactory to the Administrative Agent. (i) in respect of each Lender providing Additional Facility: (i) each Additional Facility Borrower for that Additional Facility is a commitment Loan Party; (ii) the principal amount, interest rate, interest periods, Latest Maturity Date, use of proceeds, repayment schedule, availability, fees, incorporation of relevant clauses relating to, or in connection with, any Additional Facility and related provisions, and the currency of that Additional Facility shall be agreed by the relevant Additional Facility Borrowers and the relevant Additional Facility Lenders (and, in the case of currency and incorporation of the relevant clauses relating to, or in connection with, any Additional Facility which is a revolving facility, the Administrative Agent) and set out in the relevant Additional Facility Joinder Agreement; (iii) the relevant Additional Facility Joinder Agreement shall specify whether that Additional Facility is in form of a term loan or a revolving loan; (iv) notwithstanding anything to the contrary in this Agreement, (A) any Additional Revolving Facility may provide for the ability on a voluntary basis to permanently repay and terminate or reduce any Revolving Credit Commitments on a pro rata basis, less than or greater than a pro rata basis with other outstanding revolving Facilities hereunder and (B) any Additional Facility Loan in the form of a term loan may participate on a pro rata basis, less than or greater than a pro rata basis in any voluntary or mandatory prepayments of the Term Loans; (v) [Reserved]; (vi) each Additional Facility Joinder Agreement may provide for the consent of the Additional Facility Lenders under the applicable Additional Facility (including any Increase in respect thereof) to one or more amendments to this Agreement, the other Loan Documents and the Proceeds Loan Finance Documents (in addition to those amendments contemplated by this Section 2.14(i)(vi)), and each party to this Agreement acknowledges and agrees that such consent shall be binding on all Additional Facility Lenders in respect of such Additional Facility and shall be counted for purposes of the definition of determining whether the consent of the Required Lenders, Required Class Lenders and affected Lenders has been obtained, and for all other relevant purposes under Section 10.01; and (vii) subject to sub-clauses (i), (ii), (iv) and (vi) above, the general terms of that Additional Facility shall be consistent in all material respects with the terms of this Agreement. (j) The Borrowers may pay to any Additional Facility Lender a fee in the amount and at the times agreed between the applicable Borrower and that Additional Facility Lender. (k) Each Additional Facility Lender shall become a party to this Agreement and be entitled to share in the Collateral in accordance with this Agreement, any applicable Collateral Sharing Agreement (prior to the SPV Structure Termination Date), any applicable Intercreditor Agreement (on or after the SPV Structure Termination Date) and the Collateral Documents pari passu with the Lenders under the other Facilities; provided that the Additional Facility Borrowers and the relevant Additional Facility Lender may agree that an Additional Facility shares in the Collateral on a junior basis to the other Facilities which, if so agreed, shall be set out in the relevant Additional Facility Joinder Agreement. In addition, each Additional Facility Lender providing shall be subject to any applicable Collateral Sharing Agreement (prior to the SPV Structure Termination Date), any applicable Intercreditor Agreement (on or after the SPV Structure Termination Date) or enter into equivalent collateral sharing or intercreditor arrangements having a commitment with respect similar effect. (l) Each party to such Additional Facility, and Agent. An this Agreement (other than each proposed Additional Facility Lender, the applicable Borrower and each Additional Facility Borrower) irrevocably authorizes and instructs the Administrative Agent to execute on its behalf any Additional Facility Joinder Agreement which has been duly completed and signed on behalf of each proposed Additional Facility Lender, the applicable Borrower and each proposed Additional Facility Borrower and each Loan Party agrees to be bound by such joinder. (m) On the Additional Facility Commencement Date: (i) each Additional Facility Lender party to that Additional Facility Joinder Agreement, each other Finance Party and the Loan Parties shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had each Additional Facility Lender been a Lender on the 2021 Amendment mayEffective Date or Effective Date, as applicable, with the rights and/or obligations assumed by it as a result of that accession and with the Commitment specified by it as its Additional Facility Commitment; and (ii) each Additional Facility Lender shall become a party to this Agreement as an “Additional Facility Lender”. (n) [Reserved.] (o) With the prior written consent of the Borrowers, the Administrative Agent is authorized and instructed to enter into such documentation as is reasonably required to amend this Agreement, any other Loan Document and any Proceeds Loan Finance Document (in accordance with the terms of this Section 2.14) to reflect the terms of each Additional Facility without the consent of any Lender other Lendersthan each applicable Additional Facility Lender, including amendments as deemed necessary by the Administrative Agent in its reasonable judgment to effect any lien or payment subordination and associated rights of the applicable Lenders to the extent any Additional Facilities are to rank junior in right of security or payment or to address technical issues relating to funding and payments. (p) This Section 2.14 shall supersede any provisions in Section 2.13 or Section 10.01 to the contrary. (q) The facilities under which any Term Commitments or Revolving Credit Commitments have been made available may be increased by any amount (an “Increase”) which shall not exceed the Additional Facility Available Amount by the execution by any Lender or Additional Facility Lender of one or more Additional Facility Joinder Agreements or Increase Confirmations (under which the Maturity Date, Applicable Rate and any other economic terms applicable to the relevant Additional Facility Commitments are the same as those applicable to the existing Term Commitments or Revolving Credit Commitments, as applicable). Following any such amendments Increase, references to Term Loans and Revolving Credit Loans, as applicable, and the Lenders in respect of the Term Loans and Revolving Credit Loans, as applicable, shall include Lenders and Loans made under any such Additional Facility Joinder Agreements or Increase Confirmations. In respect of any such Increase: (i) (A) on the date of the proposed Increase, all representations and warranties to be made in a Request for Credit Extension in accordance with Section 4.03 shall be true and correct in all material respects (or, with respect to any representation or warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language, after giving effect to any qualification therein, in all respects) on and as of the date of the proposed Increase with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects (or, with respect to any such representation or warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language, after giving effect to any qualification therein, in all respects) as of such earlier date, and (B) no Event of Default is continuing on such date or would occur after giving effect to the proposed advance; provided that, in connection with any such Increase the primary purpose of which is to finance a Limited Condition Transaction, the conditions set forth in Section 2.14(q)(i)(A) and (B) shall not be required to be satisfied (other than to the extent required by any Lender or Additional Facility Lender in respect of such Increase); (ii) each party to this Agreement (other than the relevant Lender or Additional Facility Lender and the applicable Borrower) irrevocably authorizes and instructs the Administrative Agent to execute on its behalf any Additional Facility Joinder Agreement or Increase Confirmation which has been duly completed and signed on behalf of each Lender or proposed Additional Facility Lender, the applicable Borrower and each Loan Party agrees to be bound by such joinder; and (iii) with the prior written consent of the Borrowers, the Administrative Agent is authorized and instructed to enter into such documentation as is reasonably required to amend this Agreement, any other Loan Documents Document and any Proceeds Loan Finance Document (in accordance with the terms of this Section 2.14) to reflect the terms of each Increase without the consent of any Lender other than each applicable Additional Facility Lender. (r) Upon any Additional Facility Commencement Date on which Revolving Credit Commitments in respect of an Additional Revolving Facility (the “Additional Revolving Credit Commitments”) are effected through an increase in the Revolving Credit Commitments with respect to any existing Facility (the “Original Revolving Credit Facility”) pursuant to this Section 2.14, each of the Revolving Credit Lenders under such Facility shall assign to each of the Additional Lenders under such Additional Revolving Facility (the “Additional Revolving Credit Lenders”), and each of the Additional Revolving Credit Lenders shall purchase from each of the Revolving Credit Lenders, at the principal amount thereof, such interests in the Revolving Credit Loans outstanding on such Additional Facility Commencement Date as may shall be necessary or appropriatein order that, after giving effect to all such assignments and purchases, such Revolving Credit Loans will be held by existing Revolving Credit Lenders and Additional Revolving Credit Lenders ratably in the reasonable opinion of Agent, to accordance with their Revolving Credit Commitments after giving effect the provisions of Section 2.06(b) and (c) hereof (including, without limitation, amendments to the definitions addition of such Additional Revolving Credit Commitments to the Revolving Credit Commitments; provided that the Administrative Agent and the Company may agree to give effect to the foregoing provisions on or after the next Interest Payment Date with respect to any Revolving Credit Loans outstanding under the Original Revolving Credit Facility on the Additional Facility Commencement Date. The Administrative Agent and the Lenders hereby agree that the minimum borrowing and prepayment requirements in this Agreement and Section 9.8 hereof for shall not apply to the purpose of treating such Additional Facility pari passu with Revolving Loans)transactions effected pursuant to the immediately preceding sentence.

Additional Facilities. (a) By at least two Business Days’ notice to the Administrative Agent (or such shorter period as the Administrative Agent shall agree), and pursuant to the terms and conditions in this Section 2.14 and in the applicable Additional Facility Joinder Agreement or Increase Confirmation, an Additional Facility or an Increase (as defined below) may be provided to any Loan Party in an aggregate principal amount not to exceed the Additional Facility Available Amount (as determined on the date of Incurrence thereof); provided that (i) on the date of the proposed Additional Facility Loan all representations and warranties to be made in a Request for Credit Extension in accordance with Section 4.03 are true and correct in all material respects (or, with respect to any representation or warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar 95007615_1 language, after giving effect to any qualification therein, in all respects) on and as of the date of the proposed Additional Facility Loan with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects (or, with respect to any such representation or warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language, after giving effect to any qualification therein, in all respects) as of such earlier date, and (ii) no Event of Default is continuing on such date or would occur after giving effect to the proposed advance; provided, further, that in connection with any Additional Facility the primary purpose of which is to finance a Limited Condition Transaction, the conditions set forth in the Section 2.14(a)(i) and (ii) shall not be required to be satisfied (other than to the extent required by the Additional Facility Lenders party thereto). (b) Any person may become a Lender under this Agreement by delivering to the Administrative Agent an Additional Facility Joinder Agreement which must be duly executed by that person, the Administrative Agent, the applicable Borrower and the applicable Additional Borrower, if any. That person shall become a Lender on the date specified in the Additional Facility Joinder Agreement. Additional Facilities may be provided by any existing Lender, but no existing Lender will have an obligation to make an Additional Facility Commitment nor will the applicable Borrower have any obligation to approach any existing Lender to provide any Additional Facility Commitment. (c) Upon the relevant person becoming a Lender, the total of the Commitments under this Agreement shall be increased by the amount set out in the relevant Additional Facility Joinder Agreement as that Lender’s Additional Facility Commitment. (d) Each Lender under an Additional Facility will grant to the applicable Borrower a term or revolving loan facility in the amount specified in the relevant Additional Facility Joinder Agreement during the Additional Facility Availability Period specified in the Additional Facility Joinder Agreement, subject to the terms of this Agreement. (e) No Additional Facility shall have the benefit of any guarantee unless the existing Lenders also share in such guarantee. The execution by the applicable Borrower, the Guarantors and the relevant Additional Borrower of the Additional Facility Joinder Agreement shall constitute confirmation by each Guarantor that its obligations under the Guaranty shall extend to the total of the Commitments as increased by the addition of the relevant Lender’s Commitment and shall be owed to each Secured Party including the relevant Lender but otherwise shall continue unaffected. (f) The aggregate amount of all outstanding Additional Facility Loans under an Additional Facility shall not at any time exceed the relevant Total Additional Facility Commitments for that Additional Facility. (g) The aggregate amount of the participations of a Lender in Additional Facility Loans under an Additional Facility shall not at any time exceed that Lender’s Additional Facility Commitment for that Additional Facility at that time. (h) No Additional Facility shall have the benefit of any security unless the existing Lenders also share in such security (except in the case of a security interest in any Escrow Account during the escrow period applicable to such Additional Facility); provided that the Additional Facility Borrowers and the relevant Additional Facility Lender may agree that an Additional Facility shares in the Collateral on a junior basis to the other Facilities. The effectiveness of an Additional Facility shall be subject to customary reaffirmation in respect of any Collateral Documents and, to the extent reasonably requested by the Administrative Agent, delivery of a written opinion of counsel to the Loan Parties in form and substance reasonably satisfactory to the Administrative Agent. (i) in respect of each Additional Facility: (i) each Additional Facility Borrower for that Additional Facility is a Loan Party; (ii) the principal amount, interest rate, interest periods, Latest Maturity Date, use of proceeds, repayment schedule, availability, fees, incorporation of relevant clauses relating to, or in connection 95007615_1 with, any Additional Facility and related provisions, and the currency of that Additional Facility shall be agreed by the relevant Additional Facility Borrowers and the relevant Additional Facility Lenders (and, in the case of currency and incorporation of the relevant clauses relating to, or in connection with, any Additional Facility which is a revolving facility, the Administrative Agent) and set out in the relevant Additional Facility Joinder Agreement; (iii) the relevant Additional Facility Joinder Agreement shall specify whether that Additional Facility is in form of a term loan or a revolving loan; (iv) notwithstanding anything to the contrary in this Agreement, (A) any Additional Revolving Facility may provide for the ability on a voluntary basis to permanently repay and terminate or reduce any Revolving Credit Commitments on a pro rata basis, less than or greater than a pro rata basis with other outstanding revolving Facilities hereunder and (B) any Additional Facility Loan in the form of a term loan may participate on a pro rata basis, less than or greater than a pro rata basis in any voluntary or mandatory prepayments of the Term Loans; (v) [Reserved]; (vi) each Additional Facility Joinder Agreement may provide for the consent of the Additional Facility Lenders under the applicable Additional Facility (including any Increase in respect thereof) to one or more amendments to this Agreement, the other Loan Documents and the Proceeds Loan Finance Documents (in addition to those amendments contemplated by this Section 2.14(i)(vi)), and each party to this Agreement acknowledges and agrees that such consent shall be binding on all Additional Facility Lenders in respect of such Additional Facility and shall be counted for purposes of the definition of determining whether the consent of the Required Lenders, Required Class Lenders and affected Lenders has been obtained, and for all other relevant purposes under Section 10.01; and (vii) subject to sub-clauses (i), (ii), (iv) and (vi) above, the general terms of that Additional Facility shall be consistent in all material respects with the terms of this Agreement. (j) The Borrowers may pay to any Additional Facility Lender a fee in the amount and at the times agreed between the applicable Borrower and that Additional Facility Lender. (k) Each Additional Facility Lender shall become a party to this Agreement and be entitled to share in the Collateral in accordance with this Agreement, any applicable Collateral Sharing Agreement (prior to the SPV Structure Termination Date), any applicable Intercreditor Agreement (on or after the SPV Structure Termination Date) and the Collateral Documents pari passu with the Lenders under the other Facilities; provided that the Additional Facility Borrowers and the relevant Additional Facility Lender may agree that an Additional Facility shares in the Collateral on a junior basis to the other Facilities which, if so agreed, shall be set out in the relevant Additional Facility Joinder Agreement. In addition, each Additional Facility Lender shall be subject to any applicable Collateral Sharing Agreement (prior to the SPV Structure Termination Date), any applicable Intercreditor Agreement (on or after the SPV Structure Termination Date) or enter into equivalent collateral sharing or intercreditor arrangements having a similar effect. (l) Each party to this Agreement (other than each proposed Additional Facility Lender, the applicable Borrower and each Additional Facility Borrower) irrevocably authorizes and instructs the Administrative Agent to execute on its behalf any Additional Facility Joinder Agreement which has been duly completed and signed on behalf of each proposed Additional Facility Lender, the applicable Borrower and each proposed Additional Facility Borrower and each Loan Party agrees to be bound by such joinder. (m) On the Additional Facility Commencement Date: (i) each Additional Facility Lender party to that Additional Facility Joinder Agreement, each other Finance Party and the Loan Parties shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had each Additional Facility Lender been a Lender on the 2021 Amendment Effective Date or Effective Date, as applicable, with the rights and/or obligations assumed by it as a result of that accession and with the Commitment specified by it as its Additional Facility Commitment; and 95007615_1 (ii) each Additional Facility Lender shall become a party to this Agreement as an “Additional Facility Lender”. (n) [Reserved.] (o) With the prior written consent of the Borrowers, the Administrative Agent is authorized and instructed to enter into such documentation as is reasonably required to amend this Agreement, any other Loan Document and any Proceeds Loan Finance Document (in accordance with the terms of this Section 2.14) to reflect the terms of each Additional Facility without the consent of any Lender other than each applicable Additional Facility Lender, including amendments as deemed necessary by the Administrative Agent in its reasonable judgment to effect any lien or payment subordination and associated rights of the applicable Lenders to the extent any Additional Facilities are to rank junior in right of security or payment or to address technical issues relating to funding and payments. (p) This Section 2.14 shall supersede any provisions in Section 2.13 or Section 10.01 to the contrary. (q) The facilities under which any Term Commitments or Revolving Credit Commitments have been made available may be increased by any amount (an “Increase”) which shall not exceed the Additional Facility Available Amount by the execution by any Lender or Additional Facility Lender of one or more Additional Facility Joinder Agreements or Increase Confirmations (under which the Maturity Date, Applicable Rate and any other economic terms applicable to the relevant Additional Facility Commitments are the same as those applicable to the existing Term Commitments or Revolving Credit Commitments, as applicable). Following any such Increase, references to Term Loans and Revolving Credit Loans, as applicable, and the Lenders in respect of the Term Loans and Revolving Credit Loans, as applicable, shall include Lenders and Loans made under any such Additional Facility Joinder Agreements or Increase Confirmations. In respect of any such Increase: (i) (A) on the date of the proposed Increase, all representations and warranties to be made in a Request for Credit Extension in accordance with Section 4.03 shall rank pari passu be true and correct in right all material respects (or, with respect to any representation or warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language, after giving effect to any qualification therein, in all respects) on and as of payment the date of the proposed Increase with the Revolving Loanssame effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects (or, with respect to any such representation or warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language, after giving effect to any qualification therein, in all respects) as of such earlier date, and (B) no Event of Default is continuing on such date or would occur after giving effect to the proposed advance; provided that, in connection with any such Increase the primary purpose of which is to finance a Limited Condition Transaction, the conditions set forth in Section 2.14(q)(i)(A) and (B) shall not mature earlier be required to be satisfied (other than to the last day of the Commitment Period (but may have amortization prior to such date), (C) shall be treated substantially the same as (and in extent required by any event no more favorably than) the Revolving Loans, and (D) may have mandatory prepayments, which amounts shall be shared pro rata with the Revolving Lenders after the occurrence of an Event of Default, at the discretion of the Revolving Lenders; provided that (1) the terms and conditions applicable to any Lender or Additional Facility maturing after the last day of the Commitment Period may provide for material additional or different financial or other covenants or prepayment requirements applicable only during periods after the last day of the Commitment Period, and (2) may be priced differently than Revolving Loans; provided that, if the applicable interest rates for an Additional Facility are greater than fifty (50.00) basis points Lender in excess of the interest rates of any existing Loans, the interest rates with respect to such existing Loans shall be automatically increased by the number of basis points of such excess.Increase); (ii) An each party to this Agreement (other than the relevant Lender or Additional Facility may be added hereunder pursuant Lender and the applicable Borrower) irrevocably authorizes and instructs the Administrative Agent to an amendment or restatement (an “execute on its behalf any Additional Facility Amendment”Joinder Agreement or Increase Confirmation which has been duly completed and signed on behalf of each Lender or proposed Additional Facility Lender, the applicable Borrower and each Loan Party agrees to be bound by such joinder; and (iii) with the prior written consent of the Borrowers, the Administrative Agent is authorized and instructed to enter into such documentation as is reasonably required to amend this Agreement, any other Loan Document and any Proceeds Loan Finance Document (in accordance with the terms of this Agreement and, as appropriate, Section 2.14) to reflect the other Loan Documents, executed by ▇▇▇▇▇▇▇▇, terms of each Lender providing a commitment with respect to such Additional Facility and each Additional Lender providing a commitment with respect to such Additional Facility, and Agent. An Additional Facility Amendment may, Increase without the consent of any Lender other than each applicable Additional Facility Lender. (r) Upon any Additional Facility Commencement Date on which Revolving Credit Commitments in respect of an Additional Revolving Facility (the “Additional Revolving Credit Commitments”) are effected through an increase in the Revolving Credit Commitments with respect to any existing Facility (the “Original Revolving Credit Facility”) pursuant to this Section 2.14, (a) each of the Revolving Credit Lenders under such 95007615_1 Facility shall assign to each of the Additional Lenders under such Additional Revolving Facility (the “Additional Revolving Credit Lenders”), and each of the Additional Revolving Credit Lenders shall purchase from each of the Revolving Credit Lenders, at the principal amount thereof, such interests in the Revolving Credit Loans outstanding on such Additional Facility Commencement Date as shall be necessary in order that, after giving effect to all such amendments assignments and purchases, such Revolving Credit Loans will be held by existing Revolving Credit Lenders and Additional Revolving Credit Lenders ratably in accordance with their Revolving Credit Commitments after giving effect to this Agreement the addition of such Additional Revolving Credit Commitments to the Revolving Credit Commitments; provided that the Administrative Agent and the other Loan Documents as Company may be necessary or appropriate, in the reasonable opinion of Agent, agree to give effect the provisions of Section 2.06(b) and (c) hereof (including, without limitation, amendments to the definitions foregoing provisions on or after the next Interest Payment Date with respect to any Revolving Credit Loans outstanding under the Original Revolving Credit Facility on the Additional Facility Commencement Date. The Administrative Agent and the Lenders hereby agree that the minimum borrowing and prepayment requirements in this Agreement and Section 9.8 hereof for shall not apply to the purpose of treating such Additional Facility pari passu with Revolving Loans)transactions effected pursuant to the immediately preceding sentence.

Additional Facilities. (ia) Each By at least two Business Days’ notice to the Administrative Agent (or such shorter period as the Administrative Agent shall agree), and pursuant to the terms and conditions in this Section 2.14 and in the applicable Additional Facility Joinder Agreement or Increase Confirmation, an Additional Facility or an Increase (A) shall rank pari passu in right of payment with the Revolving Loans, (B) shall not mature earlier than the last day of the Commitment Period (but may have amortization prior to such date), (C) shall be treated substantially the same as (and in any event no more favorably than) the Revolving Loans, and (Ddefined below) may have mandatory prepayments, which amounts shall be shared pro rata with provided to any Loan Party in an aggregate principal amount not to exceed the Revolving Lenders after Additional Facility Available Amount (as determined on the occurrence date of an Event of Default, at the discretion of the Revolving LendersIncurrence thereof); provided that (1i) on the terms date of the proposed Additional Facility Loan all representations and conditions applicable warranties to be made in a Request for Credit Extension in accordance with Section 4.03 are true and correct in all material respects (or, with respect to any representation or warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language, after giving effect to any qualification therein, in all respects) on and as of the date of the proposed Additional Facility Loan with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects (or, with respect to any such representation or warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language, after giving effect to any qualification therein, in all respects) as of such earlier date, and (ii) no Event of Default is continuing on such date or would occur after giving effect to the proposed advance; provided, further, that in connection with any Additional Facility maturing after the last day primary purpose of which is to finance a Limited Condition Transaction, the Commitment Period may provide for material additional or different financial or other covenants or prepayment requirements applicable only during periods after the last day of the Commitment Period, conditions set forth in Section 2.14(a)(i) and (2ii) shall not be required to be satisfied (other than to the extent required by the Additional Facility Lenders party thereto). (b) Any person may be priced differently than Revolving Loans; provided that, if become a Lender under this Agreement by delivering to the applicable interest rates for Administrative Agent an Additional Facility are greater than fifty Joinder Agreement which must be duly executed by that person, the Administrative Agent, the applicable Borrower and the applicable Additional Borrower, if any. That person shall become a Lender on the date specified in the Additional Facility Joinder Agreement. Additional Facilities may be provided by any existing Lender, but no existing Lender will have an obligation to make an Additional Facility Commitment nor will the applicable Borrower have any obligation to approach any existing Lender to provide any Additional Facility Commitment. (50.00c) basis points in excess Upon the relevant person becoming a Lender, the total of the interest rates of any existing Loans, the interest rates with respect to such existing Loans Commitments under this Agreement shall be automatically increased by the number amount set out in the relevant Additional Facility Joinder Agreement as that Lender’s Additional Facility Commitment. (d) Each Lender under an Additional Facility will grant to the applicable Borrower a term or revolving loan facility in the amount specified in the relevant Additional Facility Joinder Agreement during the Additional Facility Availability Period specified in the Additional Facility Joinder Agreement, subject to the terms of this Agreement. (e) No Additional Facility shall have the benefit of any guarantee unless the existing Lenders also share in such guarantee. The execution by the applicable Borrower, the Guarantors and the relevant Additional Borrower of the Additional Facility Joinder Agreement shall constitute confirmation by each Guarantor that its obligations under the Guaranty shall extend to the total of the Commitments as increased by the addition of the relevant Lender’s Commitment and shall be owed to each Secured Party including the relevant Lender but otherwise shall continue unaffected. (f) The aggregate amount of all outstanding Additional Facility Loans under an Additional Facility shall not at any time exceed the relevant Total Additional Facility Commitments for that Additional Facility. (g) The aggregate amount of the participations of a Lender in Additional Facility Loans under an Additional Facility shall not at any time exceed that Lender’s Additional Facility Commitment for that Additional Facility at that time. (h) No Additional Facility shall have the benefit of any security unless the existing Lenders also share in such security (except in the case of a security interest in any Escrow Account relating to an Additional Facility during the escrow period applicable to such Additional Facility); provided that the Additional Facility Borrowers and the relevant Additional Facility Lender may agree that an Additional Facility shares in the Collateral on a junior basis points to the other Facilities. The effectiveness of such excessan Additional Facility shall be subject to customary reaffirmation in respect of any Collateral Documents and, to the extent reasonably requested by the Administrative Agent, delivery of a written opinion of counsel to the Loan Parties in form and substance reasonably satisfactory to the Administrative Agent. (i) in respect of each Additional Facility: (i) each Additional Facility Borrower for that Additional Facility is a Loan Party; (ii) An Additional Facility may be added hereunder pursuant to an amendment the principal amount, interest rate, interest periods, Latest Maturity Date, use of proceeds, repayment schedule, availability, fees, incorporation of relevant clauses relating to, or restatement (an “Additional Facility Amendment”) of this Agreement andin connection with, as appropriate, the other Loan Documents, executed by ▇▇▇▇▇▇▇▇, each Lender providing a commitment with respect to such any Additional Facility and related provisions, and the currency of that Additional Facility shall be agreed by the relevant Additional Facility Borrowers and the relevant Additional Facility Lenders (and, in the case of currency and incorporation of the relevant clauses relating to, or in connection with, any Additional Facility which is a revolving facility, the Administrative Agent) and set out in the relevant Additional Facility Joinder Agreement; (iii) the relevant Additional Facility Joinder Agreement shall specify whether that Additional Facility is in form of a term loan or a revolving loan; (iv) notwithstanding anything to the contrary in this Agreement, (A) any Additional Revolving Facility may provide for the ability on a voluntary basis to permanently repay and terminate or reduce any Revolving Credit Commitments on a pro rata basis, less than or greater than a pro rata basis with other outstanding revolving Facilities hereunder and (B) any Additional Facility Loan in the form of a term loan may participate on a pro rata basis, less than or greater than a pro rata basis in any voluntary prepayments of the Term Loans hereunder under other outstanding Classes of Term Loans, and on a pro rata basis or less than a pro rata basis in any mandatory prepayments of the Term Loans hereunder under other outstanding Classes of Term Loans; (v) the Revolving Credit Commitments in respect of any Additional Revolving Facility may, at the election of the Company, be designated as Financial Covenant Revolving Credit Commitments; (vi) each Additional Lender providing a commitment with respect to such Additional Facility, and Agent. An Additional Facility Amendment may, without Joinder Agreement may provide for the consent of the Additional Facility Lenders under the applicable Additional Facility (including any other Lenders, effect such Increase in respect thereof) to one or more amendments to this Agreement and the other Loan Documents as may (in addition to those amendments contemplated by Section 2.14(o)), and each party to this Agreement acknowledges and agrees that such consent shall be necessary or appropriatebinding on all Additional Facility Lenders in respect of such Additional Facility and shall be counted for purposes of the definition of determining whether the consent of the Required Lenders, in the reasonable opinion of AgentRequired Class Lenders, Required Revolving Credit Lenders and affected Lenders has been obtained, and for all other relevant purposes under Section 10.01; and (vii) subject to effect the provisions of Section 2.06(bsub-clauses (i), (ii), (iv), (v) and (cvi) hereof above, the general terms of that Additional Facility shall be consistent in all material respects with the terms of this Agreement. (including, without limitation, amendments j) The Borrowers may pay to any Additional Facility Lender a fee in the definitions in amount and at the times agreed between the applicable Borrower and that Additional Facility Lender. (k) Each Additional Facility Lender shall become a party to this Agreement and be entitled to share in the Collateral in accordance with the terms of this Agreement, any applicable Intercreditor Agreement and the Collateral Documents pari passu with the Lenders under the other Facilities; provided that the Additional Facility Borrowers and the relevant Additional Facility Lender may agree that an Additional Facility shares in the Collateral on a junior basis to the other Facilities which, if so agreed, shall be set out in the relevant Additional Facility Joinder Agreement. In addition, each Additional Facility Lender shall be subject to any applicable Intercreditor Agreement or enter into equivalent intercreditor arrangements having a similar effect. (l) Each party to this Agreement (other than each proposed Additional Facility Lender, the applicable Borrower and each Additional Facility Borrower) irrevocably authorizes and instructs the Administrative Agent to execute on its behalf any Additional Facility Joinder Agreement which has been duly completed and signed on behalf of each proposed Additional Facility Lender, the applicable Borrower and each proposed Additional Facility Borrower and each Loan Party agrees to be bound by such joinder. (m) On the Additional Facility Commencement Date: (i) each Additional Facility Lender party to that Additional Facility Joinder Agreement, each other Finance Party and the Loan Parties shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had each Additional Facility Lender been a Lender on the Amendment Effective Date, with the rights and/or obligations assumed by it as a result of that accession and with the Commitment specified by it as its Additional Facility Commitment; and (ii) each Additional Facility Lender shall become a party to this Agreement as an “Additional Facility Lender”. (n) [Reserved.] (o) With the prior written consent of the Company, the Administrative Agent is authorized and instructed to enter into such documentation as is reasonably required to amend this Agreement and any other Loan Document (in accordance with the terms of this Section 9.8 hereof for 2.14) to reflect the purpose terms of treating each Additional Facility without the consent of any Lender other than each applicable Additional Facility Lender, including amendments as deemed necessary by the Administrative Agent in its reasonable judgment to effect any lien or payment subordination and associated rights of the applicable Lenders to the extent any Additional Facilities are to rank junior in right of security or payment or to address technical issues relating to funding and payments. (p) This Section 2.14 shall supersede any provisions in Section 2.13 or Section 10.01 to the contrary. (q) The facilities under which any Term Commitments or Revolving Credit Commitments have been made available may be increased by any amount (an “Increase”) which shall not exceed the Additional Facility Available Amount by the execution by any Lender or Additional Facility Lender of one or more Additional Facility Joinder Agreements or Increase Confirmations (under which the Maturity Date, Applicable Rate and any other economic terms applicable to the relevant Additional Facility Commitments are the same as those applicable to the existing Term Commitments or Revolving Credit Commitments, as applicable). Following any such Increase, references to Term Loans and Revolving Credit Loans, as applicable, and the Lenders in respect of the Term Loans and Revolving Credit Loans, as applicable, shall include Lenders and Loans made under any such Additional Facility pari passu Joinder Agreements or Increase Confirmations. In respect of any such Increase: (i) (A) on the date of the proposed Increase, all representations and warranties to be made in a Request for Credit Extension in accordance with Revolving LoansSection 4.03 shall be true and correct in all material respects (or, with respect to any representation or warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language, after giving effect to any qualification therein, in all respects) on and as of the date of the proposed Increase with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects (or, with respect to any such representation or warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language, after giving effect to any qualification therein, in all respects) as of such earlier date, and (B) no Event of Default is continuing on such date or would occur after giving effect to the proposed advance; provided that, in connection with any such Increase the primary purpose of which is to finance a Limited Condition Transaction, the conditions set forth in this Section 2.14(q)(i) and foregoing clauses (A) and (B) shall not be required to be satisfied (other than to the extent required by any Lender or Additional Facility Lender in respect of such Increase).;

Additional Facilities. (a) By at least two Business Days’ notice to the Administrative Agent (or such shorter period as the Administrative Agent shall agree), and pursuant to the terms and conditions in this Section 2.14 and in the applicable Additional Facility Joinder Agreement or Increase Confirmation, an Additional Facility or an Increase (as defined below) may be provided to any Loan Party in an aggregate principal amount not to exceed the Additional Facility Available Amount (as determined on the date of Incurrence thereof); provided that (i) on the date of the proposed Additional Facility Loan all representations and warranties to be made in a Request for Credit Extension in accordance with Section 4.03 are true and correct in all material respects (or, with respect to any representation or warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language, after giving effect to any qualification therein, in all respects) on and as of the date of the proposed Additional Facility Loan with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects (or, with respect to any such representation or warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language, after giving effect to any qualification therein, in all respects) as of such earlier date, and (ii) no Event of Default is continuing on such date or would occur after giving effect to the proposed advance; provided, further, that in connection with any Additional Facility the primary purpose of which is to finance a Limited Condition Transaction, the conditions set forth in the Section 2.14(a)(i) and (ii) shall not be required to be satisfied (other than to the extent required by the Additional Facility Lenders party thereto). (b) Any person may become a Lender under this Agreement by delivering to the Administrative Agent an Additional Facility Joinder Agreement which must be duly executed by that person, the Administrative Agent, the applicable Borrower and the applicable Additional Borrower, if any. That person shall become a Lender on the date specified in the Additional Facility Joinder Agreement. Additional Facilities may be provided by any existing Lender, but no existing Lender will have an obligation to make an Additional Facility Commitment nor will the applicable Borrower have any obligation to approach any existing Lender to provide any Additional Facility Commitment. (c) Upon the relevant person becoming a Lender, the total of the Commitments under this Agreement shall be increased by the amount set out in the relevant Additional Facility Joinder Agreement as that Lender’s Additional Facility Commitment. (d) Each Lender under an Additional Facility will grant to the applicable Borrower a term or revolving loan facility in the amount specified in the relevant Additional Facility Joinder Agreement during the Additional Facility Availability Period specified in the Additional Facility Joinder Agreement, subject to the terms of this Agreement. (e) No Additional Facility shall have the benefit of any guarantee unless the existing Lenders also share in such guarantee. The execution by the applicable Borrower, the Guarantors and the relevant Additional Borrower of the Additional Facility Joinder Agreement shall constitute confirmation by each Guarantor that its obligations under the Guaranty shall extend to the total of the Commitments as increased by the addition of the relevant Lender’s Commitment and shall be owed to each Secured Party including the relevant Lender but otherwise shall continue unaffected. (f) The aggregate amount of all outstanding Additional Facility Loans under an Additional Facility shall not at any time exceed the relevant Total Additional Facility Commitments for that Additional Facility. (g) The aggregate amount of the participations of a Lender in Additional Facility Loans under an Additional Facility shall not at any time exceed that Lender’s Additional Facility Commitment for that Additional Facility at that time. (h) No Additional Facility shall have the benefit of any security unless the existing Lenders also share in such security (except in the case of a security interest in any Escrow Account during the escrow period applicable to such Additional Facility); provided that the Additional Facility Borrowers and the relevant Additional Facility Lender may agree that an Additional Facility shares in the Collateral on a junior basis to the other Facilities. The effectiveness of an Additional Facility shall be subject to customary reaffirmation in respect of any Collateral Documents and, to the extent reasonably requested by the Administrative Agent, delivery of a written opinion of counsel to the Loan Parties in form and substance reasonably satisfactory to the Administrative Agent. (i) in respect of each Additional Facility: (i) each Additional Facility Borrower for that Additional Facility is a Loan Party; (ii) the principal amount, interest rate, interest periods, Latest Maturity Date, use of proceeds, repayment schedule, availability, fees, incorporation of relevant clauses relating to, or in connection with, any Additional Facility and related provisions, and the currency of that Additional Facility shall be agreed by the relevant Additional Facility Borrowers and the relevant Additional Facility Lenders (and, in the case of currency and incorporation of the relevant clauses relating to, or in connection with, any Additional Facility which is a revolving facility, the Administrative Agent) and set out in the relevant Additional Facility Joinder Agreement; (iii) the relevant Additional Facility Joinder Agreement shall specify whether that Additional Facility is in form of a term loan or a revolving loan; (iv) notwithstanding anything to the contrary in this Agreement, (A) any Additional Revolving Facility may provide for the ability on a voluntary basis to permanently repay and terminate or reduce any Revolving Credit Commitments on a pro rata basis, less than or greater than a pro rata basis with other outstanding revolving Facilities hereunder and (B) any Additional Facility Loan in the form of a term loan may participate on a pro rata basis, less than or greater than a pro rata basis in any voluntary prepayments of the Term Loans hereunder under other outstanding Classes of Term Loans, and on a pro rata basis or less than a pro rata basis in any mandatory prepayments of the Term Loans hereunder under other outstanding Classes of Term Loans; (v) any Additional Facility Commitments may, at the election of the applicable Borrower, be designated as Financial Covenant Commitments; (vi) each Additional Facility Joinder Agreement may provide for the consent of the Additional Facility Lenders under the applicable Additional Facility (including any Increase in respect thereof) to one or more amendments to this Agreement, the other Loan Documents and the Proceeds Loan Finance Documents (in addition to those amendments contemplated by this Section 2.14(vi)), and each party to this Agreement acknowledges and agrees that such consent shall be binding on all Additional Facility Lenders in respect of such Additional Facility and shall be counted for purposes of the definition of determining whether the consent of the Required Lenders, Required Class Lenders, Required Financial Covenant Lenders and affected Lenders has been obtained, and for all other relevant purposes under Section 10.01; and (vii) subject to sub-clauses (i), (ii), (iv), (v) and (vi) above, the general terms of that Additional Facility shall be consistent in all material respects with the terms of this Agreement. (j) The Borrowers may pay to any Additional Facility Lender a fee in the amount and at the times agreed between the applicable Borrower and that Additional Facility Lender. (k) Each Additional Facility Lender shall become a party to this Agreement and be entitled to share in the Collateral in accordance with this Agreement, any applicable Collateral Sharing Agreement (prior to the SPV Structure Termination Date), any applicable Intercreditor Agreement (on or after the SPV Structure Termination Date) and the Collateral Documents pari passu with the Lenders under the other Facilities; provided that the Additional Facility Borrowers and the relevant Additional Facility Lender may agree that an Additional Facility shares in the Collateral on a junior basis to the other Facilities which, if so agreed, shall be set out in the relevant Additional Facility Joinder Agreement. In addition, each Additional Facility Lender shall be subject to any applicable Collateral Sharing Agreement (prior to the SPV Structure Termination Date), any applicable Intercreditor Agreement (on or after the SPV Structure Termination Date) or enter into equivalent collateral sharing or intercreditor arrangements having a similar effect. (l) Each party to this Agreement (other than each proposed Additional Facility Lender, the applicable Borrower and each Additional Facility Borrower) irrevocably authorizes and instructs the Administrative Agent to execute on its behalf any Additional Facility Joinder Agreement which has been duly completed and signed on behalf of each proposed Additional Facility Lender, the applicable Borrower and each proposed Additional Facility Borrower and each Loan Party agrees to be bound by such joinder. (m) On the Additional Facility Commencement Date: (i) each Additional Facility Lender party to that Additional Facility Joinder Agreement, each other Finance Party and the Loan Parties shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had each Additional Facility Lender been a Lender on the Effective Date, with the rights and/or obligations assumed by it as a result of that accession and with the Commitment specified by it as its Additional Facility Commitment; and (ii) each Additional Facility Lender shall become a party to this Agreement as an “Additional Facility Lender”. (n) [Reserved.] (o) With the prior written consent of the Borrowers, the Administrative Agent is authorized and instructed to enter into such documentation as is reasonably required to amend this Agreement, any other Loan Document and any Proceeds Loan Finance Document (in accordance with the terms of this Section 2.14) to reflect the terms of each Additional Facility without the consent of any Lender other than each applicable Additional Facility Lender, including amendments as deemed necessary by the Administrative Agent in its reasonable judgment to effect any lien or payment subordination and associated rights of the applicable Lenders to the extent any Additional Facilities are to rank junior in right of security or payment or to address technical issues relating to funding and payments. (p) This Section 2.14 shall supersede any provisions in Section 2.13 or Section 10.01 to the contrary. (q) The facilities under which any Term Commitments or Revolving Credit Commitments have been made available may be increased by any amount (an “Increase”) which shall not exceed the Additional Facility Available Amount by the execution by any Lender or Additional Facility Lender of one or more Additional Facility Joinder Agreements or Increase Confirmations (under which the Maturity Date, Applicable Rate and any other economic terms applicable to the relevant Additional Facility Commitments are the same as those applicable to the existing Term Commitments or Revolving Credit Commitments, as applicable). Following any such Increase, references to Term Loans and Revolving Credit Loans, as applicable, and the Lenders in respect of the Term Loans and Revolving Credit Loans, as applicable, shall include Lenders and Loans made under any such Additional Facility Joinder Agreements or Increase Confirmations. In respect of any such Increase: (i) (A) on the date of the proposed Increase, all representations and warranties to be made in a Request for Credit Extension in accordance with Section 4.03 shall rank pari passu be true and correct in right all material respects (or, with respect to any representation or warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language, after giving effect to any qualification therein, in all respects) on and as of payment the date of the proposed Increase with the Revolving Loanssame effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects (or, with respect to any such representation or warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language, after giving effect to any qualification therein, in all respects) as of such earlier date, and (B) no Event of Default is continuing on such date or would occur after giving effect to the proposed advance; provided that, in connection with any such Increase the primary purpose of which is to finance a Limited Condition Transaction, the conditions set forth in Section 2.14(q)(i)(A) and (B) shall not mature earlier be required to be satisfied (other than to the last day of the Commitment Period (but may have amortization prior to such date), (C) shall be treated substantially the same as (and in extent required by any event no more favorably than) the Revolving Loans, and (D) may have mandatory prepayments, which amounts shall be shared pro rata with the Revolving Lenders after the occurrence of an Event of Default, at the discretion of the Revolving Lenders; provided that (1) the terms and conditions applicable to any Lender or Additional Facility maturing after the last day of the Commitment Period may provide for material additional or different financial or other covenants or prepayment requirements applicable only during periods after the last day of the Commitment Period, and (2) may be priced differently than Revolving Loans; provided that, if the applicable interest rates for an Additional Facility are greater than fifty (50.00) basis points Lender in excess of the interest rates of any existing Loans, the interest rates with respect to such existing Loans shall be automatically increased by the number of basis points of such excess. (ii) An Additional Facility may be added hereunder pursuant to an amendment or restatement (an “Additional Facility Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by ▇▇▇▇▇▇▇▇, each Lender providing a commitment with respect to such Additional Facility and each Additional Lender providing a commitment with respect to such Additional Facility, and Agent. An Additional Facility Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of Agent, to effect the provisions of Section 2.06(b) and (c) hereof (including, without limitation, amendments to the definitions in this Agreement and Section 9.8 hereof for the purpose of treating such Additional Facility pari passu with Revolving LoansIncrease).;