Common use of Incremental Facility Clause in Contracts

Incremental Facility. (a) The Borrower and any one or more Banks (including any New Bank (as defined below)) may from time to time before the Maturity Date agree that such Banks shall make, obtain or increase the amount of their Incremental Term Loans by executing and delivering to the Administrative Agent an Increased Facility Activation Notice specifying (i) the amount of such increase, (ii) the applicable Increased Facility Closing Date, (iii) the applicable maturity date and the amortization schedule for such Incremental Term Loans, in each case, which shall comply with Section 2.1(d), and (iv) the Applicable Margin for such Incremental Term Loans; provided, that if the total yield (calculated for both the Incremental Term Loans and the existing Loans, including the upfront fees, any interest rate floors and any OID (as defined below but excluding any arrangement, underwriting or similar fee paid by the Borrower)) in respect of any Incremental Term Loans exceeds the total yield for the existing Loans (it being understood that any such increase may take the form of original issue discount (“OID”), with OID being equated to the interest rates in a manner determined by the Administrative Agent based on an assumed four-year life to maturity), the Applicable Margin for the existing Loans shall be increased so that the total yield in respect of such Incremental Term Loans is not greater than 50 basis points higher than the total yield for the existing Loans. Notwithstanding the foregoing, (i) the Administrative Agent shall have received (A) additional new assets as Collateral and Covered Assets, consisting of assets that are of the type included in the Collateral and Covered Assets, and in the manner and pursuant to such documentation provided, on the Closing Date and otherwise reasonably acceptable to the Administrative Agent and the increasing Bank or New Bank, as applicable, such that the Collateral Coverage Ratio as of the Increased Facility Closing Date, after giving pro forma effect to such addition, shall be equal to or greater than the Collateral Coverage Ratio as of the last Collateral Report, which shall have been in all cases equal to or greater than 1.25 to 1.00 and (B) an updated Collateral and Covered Asset List to reflect such additional new assets, and (ii) without the consent of the Administrative Agent, each increase effected pursuant to this paragraph shall be in a minimum amount of at least $10,000,000. No Bank shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion. (b) Any additional bank, financial institution or other entity which, with the consent of the Borrower and the Administrative Agent, elects to become a “Bank” under this Agreement in connection with any transaction described in Section 2.19(a) shall execute a New Bank Supplement (each, a “New Bank Supplement”), substantially in the form of Exhibit M-2, whereupon such bank, financial institution or other entity (a “New Bank”) shall become a Bank for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement. (c) Notwithstanding anything to the contrary in this Agreement, each of the parties hereto hereby agrees that, on each Increased Facility Activation Date, this Agreement shall be amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Incremental Term Loans evidenced thereby. Any such deemed amendment may be effected in writing by the Administrative Agent with the Borrower’s consent (not to be unreasonably withheld) and furnished to the other parties hereto.

Incremental Facility. (a) The A. Borrower and any one or more Banks (including any New Bank (as defined below)) may shall have the right, from time to time on or before the Maturity Date agree that such Banks shall make, obtain or increase the amount of their Incremental Term Loans by executing and delivering to the Administrative Agent an Increased Facility Activation Notice specifying (i) the amount of such increase, (ii) the applicable Increased Facility Closing Loan Commitment Termination Date, to request additional term loans (iii) each an “Incremental Term Loan,” and, collectively the applicable maturity date and the amortization schedule for such “Incremental Term Loans, in each case, which ,” and “Term Loans” shall comply with Section 2.1(d), and (iv) the Applicable Margin for such thereafter be deemed to include all Incremental Term Loans) pursuant to an incremental facility (the “Incremental Facility”); provided, that if at the total yield (calculated for both the Incremental Term Loans and the existing Loans, including the upfront fees, any interest rate floors and any OID (as defined below but excluding any arrangement, underwriting or similar fee paid by the Borrower)) in respect of time any Incremental Term Loans exceeds the total yield for the existing Loans (it being understood that any such increase may take the form of original issue discount (“OID”), with OID being equated Loan is made pursuant to the interest rates in a manner determined by Incremental Facility, (a) no Event of Default or Potential Event of Default shall have occurred and be continuing or result from the Administrative Agent based on an assumed four-year life to maturity), the Applicable Margin for the existing Loans shall be increased so that the total yield in respect making of such Incremental Term Loan; (b) Borrower shall have delivered to Administrative Agent (1) a Compliance Certificate certifying, among other things, that Borrower is, as of the date of such Incremental Term Loan and after giving effect to both such Incremental Term Loan and the Permitted Acquisition, if any, for which the proceeds of such Incremental Term Loan will be used, in compliance with all terms and conditions contained in this Agreement and the other Loan Documents, including the financial covenants set forth in this Agreement, accompanied by a written calculation, in detail satisfactory to Administrative Agent, of such financial covenant compliance and (2) such other information as may be required by Administrative Agent or any Lender; (c) the principal amount of the requested Incremental Term Loan shall be at least Ten Million Dollars ($10,000,000) and the aggregate original principal amount of all Incremental Term Loans is outstanding do not greater than 50 basis points higher than exceed an amount equal to the total yield for sum of Seventy-Five Million Dollars ($75,000,000) minus the existing Loans. Notwithstanding original principal amount of the foregoingIncremental Term Loan being requested, and Borrower shall be limited to five (5) Incremental Term Loan requests; (d) each Incremental Term Loan shall constitute a Term Loan and (i) rank pari passu in right of payment and of security with the Administrative Agent shall have received (A) additional new assets as Collateral and Covered Assets, consisting of assets that are of the type included in the Collateral and Covered Assets, and in the manner and pursuant to such documentation provided, on the Closing Date and otherwise reasonably acceptable to the Administrative Agent and the increasing Bank or New Bank, as applicable, such that the Collateral Coverage Ratio as of the Increased Facility Closing Date, after giving pro forma effect to such addition, shall be equal to or greater than the Collateral Coverage Ratio as of the last Collateral Report, which shall have been in all cases equal to or greater than 1.25 to 1.00 and (B) an updated Collateral and Covered Asset List to reflect such additional new assetsother Term Loans, and (ii) mature and amortize in a manner reasonably acceptable to the Incremental Term Loan lenders, but in any event have an average weighted life equal to or longer than the Term Loans and mature on a date no earlier than June 30, 2011; provided, that the applicable interest rates may differ from the then existing Term Loans; and (e) the proceeds of any Incremental Term Loan may be used for general corporate purposes, including the purpose of consummating a Permitted Acquisition. Notwithstanding anything to the contrary contained herein, all Credit Parties hereby acknowledge and agree that Lenders are not making a commitment herein to make the Incremental Facility available to Borrower. Until such time as the Incremental Term Loan lenders agree to make the Incremental Facility available to Borrower, the Incremental Facility is and shall remain uncommitted. B. Borrower shall provide notice to Administrative Agent and each Lender of its desire for an Incremental Term Loan (a “Notice of Incremental Term Loan Request”), the proposed amount thereof, and specifying the time period within which each Lender is requested to respond (which shall in no event be less than twenty-one (21) days from the date of delivery of such notice to the Lenders). Each Lender shall have the option (in its sole and complete discretion) to subscribe for its Pro Rata Share of such proposed loan under the Incremental Facility; provided, however, that if any Lender has not subscribed for its Pro Rata Share of such proposed Incremental Term Loan, then Administrative Agent shall be permitted to secure new lenders in respect of such Pro Rata Share. C. The terms of any Incremental Term Loan pursuant to the Incremental Facility including, without limitation, the consent manner in which interest shall be determined, the amount and timing of fees, if any, payable with respect to such Incremental Term Loan and the amortization schedule relating to such Incremental Term Loan shall be set forth in a supplement to this Agreement (a “Supplement”) in form and substance reasonably satisfactory to Administrative Agent, each increase effected pursuant to this paragraph shall be in a minimum amount of at least $10,000,000. No Bank shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion. (b) Any additional bank, financial institution or other entity which, with the consent of the Borrower and the executed by Administrative Agent, elects the Incremental Term Loan lenders and each Credit Party, provided that the effect of such Supplement, together with all other Supplements made, is not more binding or restrictive on Borrower or beneficial to become a “Bank” under this Agreement in connection the Incremental Term Loan lenders (other than with any transaction described in Section 2.19(arespect to pricing) than the Term Loans are to existing Lenders and Borrower, as applicable. Each Credit Party shall execute a New Bank Supplement (eachand deliver to Administrative Agent such assumptions, a “New Bank Supplement”)guarantees, security documents, opinions and other documents as may be reasonably required by Administrative Agent and Lenders and obligations shall be evidenced by promissory notes substantially in the form of Exhibit M-2X (each, whereupon an “Incremental Term Loan Note” and, collectively, the “Incremental Term Loan Notes”), and Borrower shall execute and deliver an Incremental Term Loan Note to each Incremental Term Loan lender in the principal amount of such bank, financial institution or other entity (a “New Bank”) shall become a Bank for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement. (c) Notwithstanding anything to the contrary in this Agreement, each of the parties hereto hereby agrees that, on each Increased Facility Activation Date, this Agreement shall be amended to the extent (but only to the extent) necessary to reflect the existence and terms lender’s Pro Rata Share of the Incremental Term Loans evidenced therebyLoan being made. Any Each Incremental Term Loan Note shall represent the obligation of Borrower to pay the amount of the applicable Incremental Term Loan advanced by such deemed amendment may be effected lender, together with interest thereon as prescribed in writing by the Administrative Agent with the Borrower’s consent (not to be unreasonably withheld) and furnished to the other parties heretoapplicable Supplement.

Incremental Facility. (a) The At any time prior to the Tranche B Maturity Date, the Borrower and any one or more Banks (including any New Bank (as defined below)) may from time to time before the Maturity Date agree that such Banks shall makemay, obtain or increase the amount of their Incremental Term Loans by executing and delivering notice to the Administrative Agent an Increased (which shall promptly deliver a copy to each of the Lenders), request the addition of a new tranche of Term Loans (all such Loans, collectively, the “Incremental Loans”) provided, however, that the addition of a tranche of Incremental Loans under this Agreement and the other Loan Documents shall be subject to the conditions that, both at the time of any such request and upon effectiveness of the Incremental Facility Activation Notice specifying Amendment referred to below, (i) the amount of such increaseno Default shall exist, (ii) the applicable Increased Facility Closing DateBorrower shall be in pro forma compliance with the Financial Covenants, to the extent then applicable, and (iii) the Senior Bank Debt Basket Amount shall equal or exceed the sum of the Revolving Commitments, the unused Tranche A Commitments, the outstanding Term Loans and the amount of such tranche of Incremental Loans. The Incremental Loans (i) shall be in an aggregate principal amount of at least $100,000,000 and not in excess of $600,000,000, (ii) shall rank pari passu 35 in right of payment and of security (including under the Security Documents) with the Revolving Loans and the Term Loans, (iii) shall mature no sooner than six months after the applicable maturity date Tranche B Maturity Date and shall have a longer average weighted life than the combined weighted average life of the Revolving Loans (assuming the Revolving Commitments were fully drawn) and the amortization schedule for such Incremental Term Loans, in each case, which shall comply with Section 2.1(d), and (iv) shall otherwise be treated no more favorably than the Applicable Margin for such Incremental Term LoansLoans (in each case, including with respect to mandatory and voluntary prepayments); provided, provided that if the total yield (calculated for both terms and conditions applicable to the Incremental Term Loans may provide for additional or different financial or other covenants applicable only during periods after the Tranche B Maturity Date. Such notice shall set forth the requested amount of Incremental Loans (which amount shall not exceed $600,000,000). The Borrower shall arrange for one or more vendors of telecommunications equipment or banks or other financial institutions (any such ban k, other financial institution or vendor that is not already a Lender, being called an “Additional Lender”) to extend commitments to provide Incremental Loans in an aggregate amount equal to the requested amount of Incremental Loans, provided that each Additional Lender that is not a vendor of telecommunication equipment or an existing Lender shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld). The proceeds of the Incremental Loans will be used to finance the purchase, acquisition or construction of Telecommunications Assets, including real estate, to be owned and utilized by the Borrower and the existing LoansRestricted Subsidiaries. Commitments in respect of Incremental Loans shall become Commitments under this Agreement pursuant to an amendment (an “Incremental Facility Amendment”)to this Agreement and, including as appropriate, the upfront feesother Loan Documents, any interest rate floors and any OID (as defined below but excluding any arrangement, underwriting or similar fee paid executed by the Borrower)) in respect of any Incremental Term Loans exceeds the total yield for the existing Loans (it being understood that any , each Lender agreeing to provide such increase may take the form of original issue discount (“OID”)Commitment, with OID being equated to the interest rates in a manner determined by the Administrative Agent based on an assumed four-year life to maturity)if any, the Applicable Margin for the existing Loans shall be increased so that the total yield in respect of such Incremental Term Loans is not greater than 50 basis points higher than the total yield for the existing Loans. Notwithstanding the foregoingeach Additional Lender, (i) the Administrative Agent shall have received (A) additional new assets as Collateral and Covered Assets, consisting of assets that are of the type included in the Collateral and Covered Assetsif any, and in the manner and pursuant to such documentation providedAgent. The Incremental Facility Amendment may, on the Closing Date and otherwise reasonably acceptable to the Administrative Agent and the increasing Bank or New Bank, as applicable, such that the Collateral Coverage Ratio as of the Increased Facility Closing Date, after giving pro forma effect to such addition, shall be equal to or greater than the Collateral Coverage Ratio as of the last Collateral Report, which shall have been in all cases equal to or greater than 1.25 to 1.00 and (B) an updated Collateral and Covered Asset List to reflect such additional new assets, and (ii) without the consent of any other Lenders, effect such amendments to this Agreement and the Administrative other Loan Documents as may be necessary or appropriate, in the opinion of the Agent, each increase effected pursuant to effect the provisions of this paragraph Section. The effectiveness of any Incremental Facility Amendment shall be in a minimum amount of at least $10,000,000. No Bank shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion. (b) Any additional bank, financial institution or other entity which, with the consent of the Borrower and the Administrative Agent, elects to become a “Bank” under this Agreement in connection with any transaction described in Section 2.19(a) shall execute a New Bank Supplement (each, a “New Bank Supplement”), substantially in the form of Exhibit M-2, whereupon such bank, financial institution or other entity (a “New Bank”) shall become a Bank for all purposes and subject to the same extent as if originally a party hereto and shall be bound by and entitled to satisfaction on the benefits date thereof of this Agreement. (c) Notwithstanding anything to the contrary in this Agreement, each of the parties hereto hereby agrees that, on each Increased Facility Activation Date, this Agreement conditions set forth in Section 4.02. No Lender shall be amended obligated to the extent (but only to the extent) necessary to reflect the existence and terms of the provide any Incremental Term Loans evidenced thereby. Any such deemed amendment may be effected in writing by the Administrative Agent with the Borrower’s consent (not to be unreasonably withheld) and furnished to the other parties heretounless it so agrees.

Incremental Facility. (a) The Borrower and any one or more Banks (including any other Persons that are Lenders or will become New Bank (as defined below)) Lenders may from time to time before the Maturity Date agree that such Banks Lenders or New Lenders shall make, obtain or increase the amount of their Incremental Term Loans extend term commitments and make term loans thereunder by executing and delivering to the Administrative Agent an Increased Incremental Facility Activation Notice specifying (i) the aggregate principal amount of such increasethe Incremental Term Loans to be made thereunder, (ii) the applicable Increased Incremental Facility Closing Date and (iii) (x) the applicable Incremental Maturity Date, (iiiy) the applicable maturity date and the amortization schedule for such Incremental Term Loans, in each case, which shall comply with Section 2.1(d), Loans and (ivz) the Applicable Margin for such Incremental Term Loans; providedprovided that (A) no Default or Event of Default shall exist immediately before or after giving effect to the making of such Incremental Loans, (B) on a pro forma basis after giving effect to the incurrence of such Incremental Loans (after giving effect to other permitted pro forma adjustment events and any permanent repayment of Debt after the beginning of the relevant determination period but prior to or simultaneous with such Borrowing), (1) the Borrower shall be in compliance with the financial covenant set forth in Section 6.15 and (2) the Total Leverage Ratio shall be 2.50 to 1.00 or less, in each case recomputed as of the last day of the most recently ended fiscal quarter of the Borrower for which financial statements shall have been (or shall have been required to be) delivered pursuant to Section 5.06, (C) each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects (provided that if any representation or warranty is by its terms qualified by materiality, such representation shall be true and correct in all respects) immediately prior to, and after giving effect to, the incurrence of such Incremental Loans on and as of the date that such Incremental Term Loans are made, except in the case of any such representation and warranty that specifically relates to an earlier date, in which case such representation and warranty shall be so true and correct on and as of such earlier date, (D) the maturity date and weighted average life to maturity of such Incremental Loans shall be no earlier than the maturity date and the remaining weighted average life to maturity, respectively, of the Tranche B Loans, (E) the interest rates, amortization schedule and prepayment premiums, if any, applicable to any Incremental Facility shall be determined by the Borrower and the Lenders thereunder, provided that if the total yield (as reasonably calculated by the Administrative Agent for both the such Incremental Term Loans and the existing Tranche B Loans, including the upfront fees, any interest rate floors and any OID (as defined below below), but excluding not any arrangement, underwriting structuring, commitment or similar fee paid by the Borrower)other fees payable in connection therewith that are not shared with all Lenders providing such Loans) in respect of any such Incremental Term Loans exceeds by more than 0.50% the total yield for the existing Tranche B Loans (it being understood that any such increase may take the form of original issue discount (“OID”), with OID being equated to the interest rates in a manner determined by the Administrative Agent based on an assumed four-year life to maturity), the Applicable Margin for the existing Tranche B Loans and prepayment premiums, if any, shall be increased so that the total yield in respect of such Incremental Term Loans is not greater no more than 50 basis points 0.50% higher than the total yield for the existing Tranche B Loans, provided further that if the total yield for the existing Tranche B Loans is increased pursuant to the immediately foregoing proviso as the result of any interest rate floor applicable to any Incremental Facility, such increase shall be effected solely through the implementation or, if applicable, increase, of an interest rate floor applicable to the existing Tranche B Loans, (F) for purposes of mandatory prepayments, such Incremental Loans shall be treated substantially the same as (or, to the extent set forth in the relevant Incremental Facility Activation Notice, less favorably than) the Tranche B Loans and (G) any Incremental Facility shall be on terms and conditions to be determined by the Borrower and the applicable Incremental Lenders, provided that, to the extent such terms and conditions are not consistent with the Tranche B Term Loan Facility (except to the extent permitted above), such terms and conditions shall be reasonably satisfactory to the Administrative Agent (it being understood and agreed, however, that the terms and conditions applicable to any Incremental Facility may provide for additional or different covenants or other provisions that are agreed between the Borrower and the Lenders under such Incremental Facility and applicable only during periods after the then latest Maturity Date that is in effect on the date such Incremental Facility is issued, incurred or obtained or the date on which all then existing Loans are paid in full). Notwithstanding the foregoing, (i) without the Administrative Agent shall have received (A) additional new assets as Collateral and Covered Assets, consisting of assets that are consent of the type included in Majority Lenders, the Collateral and Covered Assets, and in the manner and pursuant to such documentation provided, on the Closing Date and otherwise reasonably acceptable to the Administrative Agent and the increasing Bank or New Bank, as applicable, such that the Collateral Coverage Ratio as aggregate principal amount of the Increased Facility Closing Date, after giving pro forma effect to such addition, Incremental Loans shall be equal to or greater than the Collateral Coverage Ratio as of the last Collateral Report, which shall have been in all cases equal to or greater than 1.25 to 1.00 and (B) an updated Collateral and Covered Asset List to reflect such additional new assets, not exceed $50,000,000 and (ii) without the consent of the Administrative Agent, (x) each increase effected pursuant to this paragraph shall be in a minimum amount of at least $10,000,00010,000,000 and (y) no more than three Incremental Facility Closing Dates may be selected by the Borrower after the Closing Date. No Bank Lender shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion. (b) Any additional bank, financial institution or other entity which, with the consent of the Borrower and the Administrative Agent, New Lender which elects to become a “BankLender” under this Agreement in connection with any transaction described in Section 2.19(a2.16(a) shall execute a New Bank Supplement (each, a “New Bank Lender Supplement”), substantially in the form of Exhibit M-2, whereupon such bank, financial institution or other entity (a “New Bank”) shall become a Bank Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement. (c) Notwithstanding anything to the contrary in this Agreement, each of the parties hereto hereby agrees that, on each Increased Incremental Facility Activation Closing Date, this Agreement shall be amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Incremental Term Loans evidenced thereby. Any The Administrative Agent and the Borrower may, without the consent of any Lender other than the applicable Incremental Lenders, effect such deemed amendment amendments to this Agreement and the other Loan Documents as may be effected necessary or appropriate, in writing by the opinion of the Administrative Agent with and the Borrower’s consent (not , to be unreasonably withheld) and furnished give effect to the other parties heretoprovisions of any Incremental Facility Activation Notice and of this Section 2.16, including any amendments necessary to treat the applicable Loans and/or Commitments of the Incremental Lenders as the same or a new “Class” or “Facility” of loans and/or commitments hereunder. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to any of the transactions effected pursuant to this Section 2.16.

Incremental Facility. (a) The Subject to the terms and conditions set forth herein, the Borrower and shall have the right, at any one or more Banks (including any New Bank (as defined below)) may time from time to time before during the Maturity Date agree that such Banks shall make, obtain or increase Commitment Period and after the amount of their Incremental Term Loans by executing and delivering to the Administrative Agent an Increased Facility Activation Notice specifying (i) the amount of such increase, (ii) the applicable Increased Facility Closing First Amendment Effective Date, (iii) the applicable maturity date and the amortization schedule for such Incremental Term Loans, to incur additional Indebtedness under this Credit Agreement in each case, which shall comply with Section 2.1(d), and (iv) the Applicable Margin for such Incremental Term Loans; provided, that if the total yield (calculated for both the Incremental Term Loans and the existing Loans, including the upfront fees, any interest rate floors and any OID (as defined below but excluding any arrangement, underwriting or similar fee paid by the Borrower)) in respect of any Incremental Term Loans exceeds the total yield for the existing Loans (it being understood that any such increase may take the form of original issue discount term loans (each, an “OIDIncremental Term Loan”), with OID being equated ) and/or increases to the Revolving Committed Amount (each, an “Incremental Revolver”; each Incremental Term Loan and Incremental Revolver, an “Incremental Facility”) by an aggregate amount of up to $125,000,000. The following terms and conditions shall apply to each Incremental Facility: (a) the loans made under any such Incremental Facility (each an “Additional Loan”) shall constitute Credit Party Obligations and will be secured and guaranteed with the other Credit Party Obligations on a pari passu basis, (b) any such Additional Loans (1) made pursuant to an Incremental Revolver shall have the same terms (including interest rates in a manner determined rate, maturity date, voting rights and rights to receive the proceeds of prepayments) as the existing Revolving Loans and shall be considered Revolving Loans hereunder and (2) made pursuant to an Incremental Term Loan shall have terms (including interest rate, maturity date, voting rights, rights to receive the proceeds of prepayments and amortization) to be agreed upon by the Administrative Agent based on an assumed four-year life to maturity), and the Applicable Margin for Borrower at the existing Loans shall be increased so that the total yield in respect time of such Incremental Term Loans is not greater than 50 basis points higher than Loan, (c) each Incremental Facility shall be in a minimum principal amount of $25,000,000 and integral multiples of $2,500,000 in excess thereof, (d) the total yield proceeds of any Additional Loan will be used for the existing Loans. Notwithstanding purposes set forth in Section 3.11, (e) the foregoingBorrower shall execute such promissory notes as are necessary to reflect the Additional Loans under any such Incremental Facility, (f) before any Additional Loans are made, the conditions to Extensions of Credit in Section 4.2 shall have been satisfied, (g) no Default or Event of Default shall then exist or would exist after giving effect to any such Incremental Facility, (h) the Administrative Agent shall have received from the Borrower a satisfactory legal opinion of counsel to the Borrower and such other documentation as it deems reasonably necessary to effectuate each such Incremental Facility and (i) the Administrative Agent shall have received from the Borrower updated financial projections and an officer’s certificate, in each case in form and substance satisfactory to the Administrative Agent, demonstrating that, (A) additional new assets as Collateral after giving effect to any such Incremental Facility on a pro forma basis, the Credit Parties will be in compliance with the financial covenants set forth in Section 5.9 and Covered Assets, consisting of assets that are (B) if the full amount of the type included in the Collateral and Covered Assets, and in the manner and pursuant Revolving Committed Amount (after giving effect to such documentation providedIncremental Facility) were drawn by the Borrower, on the Closing Date Credit Parties would be in compliance with all financial covenants under the Subordinated Note Documents and otherwise the documents for all other publicly held or privately placed Indebtedness incurred in accordance with Section 6.1(p). Each Incremental Facility shall be obtained from existing Lenders or from other banks, financial institutions or investment funds reasonably acceptable to the Administrative Agent and the increasing Bank or New Bank, as applicable, Borrower; provided that such that the Collateral Coverage Ratio as of the Increased Facility Closing Date, after giving pro forma effect to such addition, shall be equal to or greater than the Collateral Coverage Ratio as of the last Collateral Report, which shall have been in all cases equal to or greater than 1.25 to 1.00 and (B) an updated Collateral and Covered Asset List to reflect such additional new assets, and (ii) without the consent of the Administrative Agent, each increase effected pursuant to this paragraph shall be in a minimum amount of at least $10,000,000. No Bank shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion. (b) Any additional bankother banks, financial institution institutions and investment funds shall enter into such joinder or other entity which, with the consent of the Borrower and the Administrative Agent, elects agreements to become a “Bank” under this Agreement in connection with any transaction described in Section 2.19(a) shall execute a New Bank Supplement (each, a “New Bank Supplement”), substantially in the form of Exhibit M-2, whereupon such bank, financial institution or other entity (a “New Bank”) shall become a Bank for all purposes and to the same extent give effect thereto as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement. (c) Notwithstanding anything to the contrary in this Agreement, each of the parties hereto hereby agrees that, on each Increased Facility Activation Date, this Agreement shall be amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Incremental Term Loans evidenced thereby. Any such deemed amendment may be effected in writing by the Administrative Agent with and the Borrower’s consent (not Borrower may reasonably request. The Administrative Agent is authorized to enter into, on behalf of the Lenders, any amendment to this Credit Agreement or any other Credit Document as may be unreasonably withheld) and furnished necessary to incorporate the other parties heretoterms of any Incremental Facility therein.

Incremental Facility. The Company shall have the right, from time to time, to request additional term loans (each such loan an “Incremental Loan”) pursuant to an incremental facility (the “Incremental Facility”), provided that at the time any tranche of Incremental Loans is issued pursuant to the Incremental Facility, (a) The Borrower no Unmatured Event of Default or Event of Default shall have occurred and any one be continuing or more Banks result from the issuance of such Incremental Loans, (including any New Bank (as defined below)b) may from time to time before the Maturity Date agree that such Banks Company shall make, obtain or increase the amount of their Incremental Term Loans by executing and delivering have delivered to the Administrative Agent an Increased Facility Activation Notice specifying a Compliance Certificate, completed on a pro forma basis, giving effect to the Incremental Loans, (ic) the aggregate principal amount of such increaseall tranches under the Incremental Facility hereunder shall not exceed $200,000,000, (iid) each tranche must be a term loan which is governed by the terms of this Agreement and the other Loan Documents with terms and conditions no more restrictive than those in effect with respect to the then existing Facilities, (e) the Company or a Restricted Subsidiary Obligor which is a U.K. Subsidiary or a U.S. Subsidiary must be the borrower (an “Incremental Borrower”) thereunder, (f) the weighted average life and final maturity of each tranche shall be at least six months longer than the weighted average life and final maturity of the Term B Loans, (g) the applicable Increased Facility Closing Dateinterest rates may differ from the then existing Facilities, (iii) the applicable maturity date and the amortization schedule for such Incremental Term Loansprovided, in each casehowever, which shall comply with Section 2.1(d), and (iv) if the Applicable Margin for such any tranche of Incremental Term Loans; provided, that if Loans is more than 25 basis points higher than the total yield (calculated for both the Incremental Term Loans and the existing Loans, including the upfront fees, any interest rate floors and any OID (as defined below but excluding any arrangement, underwriting or similar fee paid by the Borrower)) in respect of any Incremental Term Loans exceeds the total yield Applicable Margin for the existing Loans (it being understood that any such increase may take the form of original issue discount (“OID”), with OID being equated to the interest rates in a manner determined by the Administrative Agent based on an assumed four-year life to maturity)Term B Loans, the Applicable Margin for the existing Term B Loans shall be increased so proportionately adjusted such that the total yield in respect Applicable Margin for any tranche of such Incremental Term Loans is not greater no more than 50 25 basis points higher than the total yield Applicable Margin for the existing Term B Loans. Notwithstanding the foregoing, (i) the Administrative Agent shall have received (A) additional new assets as Collateral and Covered Assets, consisting of assets that are of the type included in the Collateral and Covered Assets, and in the manner and pursuant to such documentation provided, on the Closing Date and otherwise reasonably acceptable to the Administrative Agent and the increasing Bank or New Bank, as applicable, such that the Collateral Coverage Ratio as of the Increased Facility Closing Date, after giving pro forma effect to such addition, shall be equal to or greater than the Collateral Coverage Ratio as of the last Collateral Report, which shall have been in all cases equal to or greater than 1.25 to 1.00 and (B) an updated Collateral and Covered Asset List to reflect such additional new assets, and (iih) without the consent of the Administrative Agent, each increase effected pursuant to this paragraph any Incremental Loans shall be in issued at a minimum amount price (including upfront fees and original issue discount, if any) not lower than 99.50% of at least $10,000,000. No Bank shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretionpar. (b) Any additional bank, financial institution or other entity which, with the consent of the Borrower and the Administrative Agent, elects to become a “Bank” under this Agreement in connection with any transaction described in Section 2.19(a) shall execute a New Bank Supplement (each, a “New Bank Supplement”), substantially in the form of Exhibit M-2, whereupon such bank, financial institution or other entity (a “New Bank”) shall become a Bank for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement. (c) Notwithstanding anything to the contrary in this Agreement, each of the parties hereto hereby agrees that, on each Increased Facility Activation Date, this Agreement shall be amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Incremental Term Loans evidenced thereby. Any such deemed amendment may be effected in writing by the Administrative Agent with the Borrower’s consent (not to be unreasonably withheld) and furnished to the other parties hereto.

Incremental Facility. (a) The Borrower and may at any one time or more Banks (including any New Bank (as defined below)) may from time to time before after the Maturity Date agree that such Banks shall makeClosing Date, obtain or increase the amount of their Incremental Term Loans by executing and delivering notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request one or more tranches of term loans (each an Increased “Incremental Term Facility”) or an increase in the amount of the Revolving Facility Activation Notice specifying (each, an “Incremental Revolving Facility”; together with the Incremental Term Facilities, each an “Incremental Facility”); provided that (i) at the amount time of such increaserequest, no Event of Default shall have occurred and be continuing, (ii) the Borrower shall be in compliance with the covenants contained in Article VI determined on a pro forma basis as of the last day of the most recent period of the Borrower for which financial statements are available as if any term loans under such Incremental Facility had been outstanding and any revolving commitment under such Incremental Facility (to the extent available to make Loans) had been fully used on the last day of such period; provided, that, for an Incremental Facility that is requested in connection with the financing of a Limited Condition Acquisition, the pro forma financial covenant compliance condition in this clause (ii) shall be computed based on the immediately preceding four fiscal quarter period for which financial statements are available prior to the date on which the definitive acquisition agreement for such Limited Condition Acquisition is entered into and (iii) the aggregate principal amount of the Incremental Facilities shall not exceed the Available Incremental Amount (as determined as of the date of incurrence of any applicable Increased Incremental Facility). Each Incremental Facility Closing Dateshall be in an aggregate principal amount that is not less than $25,000,000 (provided that such amount may be less than $25,000,000 if such amount represents all remaining availability under the limit set forth in the immediately preceding sentence). (i) Any Incremental Facility shall be ratably secured with the Loans, (ii) any Incremental Term Facility shall not mature earlier than the Maturity Date nor have amortization of greater than 5% of the original principal amount of such Incremental Term Facility per year (except with respect to any Incremental Term Facility to the extent required for such Incremental Term Facility to be tax fungible with (i.e., to be treated as part of the same issue as) a previously issued Incremental Term Facility in accordance with Treasury Regulation 1.1275-2(k)), (iii) the applicable maturity date Applicable Margin, Applicable Percentage and the amortization schedule for such other terms and conditions applicable to any Incremental Term LoansRevolving Facility shall be the same as those applicable to the Revolving Facility, in each case, which shall comply with Section 2.1(d), and (iv) the Applicable Margin for relating to any Incremental Term Facility shall be determined by the Borrower and the Lenders providing such Incremental Term Loans; provided, that if the total yield Facility and (calculated for both the Incremental Term Loans and the existing Loans, including the upfront fees, any interest rate floors and any OID (as defined below but excluding any arrangement, underwriting or similar fee paid by the Borrower)v) in respect of any Incremental Term Loans exceeds the total yield for the existing Loans (it being understood that any such increase may take the form of original issue discount (“OID”), with OID being equated Facility shall otherwise be on terms and pursuant to the interest rates in a manner documentation to be determined by the Administrative Agent based on an assumed four-year life Borrower and the Persons willing to maturity), the Applicable Margin for the existing Loans shall be increased so that the total yield in respect of provide such Incremental Term Loans is Facility; provided that to the extent such terms and documentation are not greater consistent with the then existing Facilities (other than 50 basis points higher than the total yield for the existing Loans. Notwithstanding the foregoingwith respect to pricing, (iamortization and maturity) the Administrative Agent they shall have received (A) additional new assets as Collateral and Covered Assets, consisting of assets that are of the type included in the Collateral and Covered Assets, and in the manner and pursuant to such documentation provided, on the Closing Date and otherwise be reasonably acceptable satisfactory to the Administrative Agent (it being agreed that Incremental Term Facilities may contain customary mandatory prepayments, voting rights and prepayment premiums). Each notice from the Borrower pursuant to this Section 2.23 shall set forth the requested amount and proposed terms of the relevant Incremental Facility and the increasing Bank Lenders or New Bank, as applicable, other Persons willing to provide the Incremental Facility. The Incremental Facility may be provided by any existing Lender or by any Eligible Assignee selected by the Borrower (any such other financial institution or fund being called an “Additional Lender”); provided that the Collateral Coverage Ratio as of the Increased Facility Closing Date, after giving pro forma effect to such addition, shall be equal to or greater than the Collateral Coverage Ratio as of the last Collateral Report, which shall have been in all cases equal to or greater than 1.25 to 1.00 and (B) an updated Collateral and Covered Asset List to reflect such additional new assets, and (ii) without the consent of the Administrative Agent, each increase effected pursuant to this paragraph shall be in a minimum amount of at least $10,000,000. No the Swingline Lender, and the Issuing Bank shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion. (b) Any additional bank, financial institution or other entity which, with the consent of the Borrower and the Administrative Agent, elects to become a “Bank” under this Agreement in connection with any transaction described in Section 2.19(a) shall execute a New Bank Supplement (each, a “New Bank Supplement”), substantially in the form of Exhibit M-2, whereupon such bank, financial institution or other entity (a “New Bank”) shall become a Bank for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement. (c) Notwithstanding anything to the contrary in this Agreement, each of the parties hereto hereby agrees that, on each Increased Facility Activation Date, this Agreement shall be amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Incremental Term Loans evidenced thereby. Any such deemed amendment may be effected in writing by the Administrative Agent with the Borrower’s consent consented (not to be unreasonably withheld) to such Additional Lender’s providing such Incremental Facility if such consent would be required under Section 10.4 for an assignment of Loans to such Additional Lender. Commitments in respect of Incremental Facilities shall become Commitments under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and furnished the Administrative Agent pursuant to Section 10.2(b) hereof. The Incremental Amendment may, without need for 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 the Administrative Agent and the Borrower, to effect the provisions of this Section 2.23. The effectiveness of any Incremental Amendment shall be subject to the satisfaction on the date thereof (each, an “Incremental Facility Closing Date”) of each of the conditions set forth in Section 3.2 (it being understood that all references to the date of a Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit or similar language in such Section 3.2 shall be deemed to refer to the effective date of such Incremental Amendment) and such other conditions, if any, as the parties heretothereto shall agree; provided, however, that for an Incremental Facility that is requested in connection with the financing of a Limited Condition Acquisition, the effectiveness of any Incremental Amendment shall be subject to the satisfaction on the date thereof of only such conditions precedent as the parties thereto shall agree. The Borrower will use the proceeds of the Incremental Facilities for any purpose not prohibited by this Agreement. No Lender shall be obligated to provide any Incremental Facility, unless it so agrees. The Administrative Agent and the Lenders hereby agree that, other than with respect to any Incremental Revolving Facility, the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to this paragraph. Additionally, after giving effect to any Incremental Revolving Facility, each Lender’s and each Additional Lender’s, if any, Pro Rata Share of each of the Revolving Commitments and the Revolving Loans shall equal such Lender’s and such Additional Lender’s Pro Rata Share of the Aggregate Revolving Commitments after giving effect to such Incremental Revolving Facility; provided further, that in furtherance of the foregoing and on the Incremental Facility Closing Date, each Lender and each Additional Lender, if any, shall be deemed to have irrevocably sold, transferred, conveyed and assigned to each other Lender and each other Additional Lender, if any (and without, for the avoidance of doubt, increasing or decreasing the aggregate Commitments of such Lender or such Additional Lender after giving effect to such Incremental Revolving Facility), such portion of its Revolving Commitments and Revolving Loans such that, after giving effect to such assignment, each Lender and each Additional Lender, if any, shall hold a Pro Rata Share of each of the Revolving Commitments and Revolving Loans equal to such Lender’s or such Additional Lender’s Pro Rata Share of the Aggregate Revolving Commitments.

Incremental Facility. At any time prior to the sixth anniversary of the Effective Date, the U.S. Borrower may, by notice to the U.S. Administrative Agent (a) The Borrower which shall promptly deliver a copy to each of the Lenders), request the addition of a new tranche of term loans (the “Incremental Term Loans”); provided that both at the time of any such request and upon the effectiveness of the Incremental Facility Amendment referred to below, no Default shall exist and at the time that any one or more Banks (including any New Bank (as defined below)) may from time to time before the Maturity Date agree that such Banks shall make, obtain or increase the amount of their Incremental Term Loans by executing are made (and delivering to after giving effect thereto) no Default shall exist and Holdings and the Administrative Agent an Increased Facility Activation Notice specifying Borrowers shall be in compliance with Section 6.01, determined on a pro forma basis as if such Incremental Term Loans had been incurred at the beginning of the most recent period for testing compliance therewith. The Incremental Term Loans (i) shall be in an aggregate principal amount not exceeding (in the amount of such increaseaggregate) $250,000,000, (ii) shall rank pari passu in right of payment and of security with the applicable Increased Facility Closing DateRevolving Loans and the Term Loans, (iii) shall not mature earlier than the applicable maturity date Term Loan Maturity Date (but may, subject to clause (iv) below, have amortization and commitment reductions prior to such date), (iv) shall not have a weighted average life that is shorter than that of the amortization schedule for such Incremental Initial Term Loans, (v) shall not accrue interest at a rate or rates in excess of the interest rates applicable to the Initial Term Loans and (vi) shall otherwise be treated no more favorably than the Initial Term Loans (in each case, which shall comply including with Section 2.1(drespect to mandatory and voluntary prepayments and financial covenants), ; provided that the terms and (iv) the Applicable Margin for such Incremental Term Loans; provided, that if the total yield (calculated for both conditions applicable to the Incremental Term Loans and may provide for additional or different financial or other covenants applicable only during periods after the Term Loan Maturity Date. Such notice shall set forth the requested amount of Incremental Term Loans. In the event that existing Loans, including Lenders provide commitments in an aggregate amount less than the upfront fees, any interest rate floors and any OID (as defined below but excluding any arrangement, underwriting or similar fee paid total amount of the Incremental Term Loans requested by the BorrowerU.S. Borrower (but the U.S. Borrower shall not have any obligation to request any Lender to provide any amount of the Incremental Term Loans), the U.S. Borrower may arrange for one or more banks or other financial institutions (any such bank or other financial institution being called an “Additional Lender”) to extend commitments to provide Incremental Term Loans in an aggregate amount equal to the unsubscribed amount. Commitments in respect of any Incremental Term Loans exceeds shall become Commitments under this Agreement pursuant to an amendment (an “Incremental Facility Amendment”) to this Agreement and, as appropriate, the total yield for other Loan Documents, executed by Holdings, the existing Loans U.S. Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the U.S. Administrative Agent. Subject to clauses (i) through (vi) above, the Incremental 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 opinion of the U.S. Administrative Agent, to effect the provisions of this Section. The effectiveness of any Incremental Facility Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 (it being understood that any all references to “the date of such increase may take the form of original issue discount (“OID”), with OID being equated Borrowing” in such Section 4.02 shall be deemed to refer to the interest rates in a manner determined by the Administrative Agent based on an assumed four-year life to maturity), the Applicable Margin for the existing Loans shall be increased so that the total yield in respect effective date of such Incremental Term Loans is not greater than 50 basis points higher than the total yield for the existing LoansFacility Amendment). Notwithstanding the foregoing, (i) the Administrative Agent shall have received (A) additional new assets as Collateral and Covered Assets, consisting of assets that are of the type included in the Collateral and Covered Assets, and in the manner and pursuant to such documentation provided, on the Closing Date and otherwise reasonably acceptable to the Administrative Agent and the increasing Bank or New Bank, as applicable, such that the Collateral Coverage Ratio as of the Increased Facility Closing Date, after giving pro forma effect to such addition, No Lender shall be equal obligated to or greater than the Collateral Coverage Ratio as of the last Collateral Report, which shall have been in all cases equal to or greater than 1.25 to 1.00 and (B) an updated Collateral and Covered Asset List to reflect such additional new assets, and (ii) without the consent of the Administrative Agent, each increase effected pursuant to this paragraph shall be in a minimum amount of at least $10,000,000. No Bank shall have provide any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion. (b) Any additional bank, financial institution or other entity which, with the consent of the Borrower and the Administrative Agent, elects to become a “Bank” under this Agreement in connection with any transaction described in Section 2.19(a) shall execute a New Bank Supplement (each, a “New Bank Supplement”), substantially in the form of Exhibit M-2, whereupon such bank, financial institution or other entity (a “New Bank”) shall become a Bank for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement. (c) Notwithstanding anything to the contrary in this Agreement, each of the parties hereto hereby agrees that, on each Increased Facility Activation Date, this Agreement shall be amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Incremental Term Loans evidenced thereby. Any such deemed amendment may be effected in writing by the Administrative Agent with the Borrower’s consent (not to be unreasonably withheld) and furnished to the other parties heretounless it so agrees.

Incremental Facility. (a) The Borrower and any one or more Banks (including any New Bank (as defined belowSubject to the conditions set forth in this Section 2.15(a)) may , from time to time before following the Maturity Date agree that such Banks shall makeRestatement Date, obtain or increase Lenders may elect to make additional loans (each an “Incremental Loan”) in an aggregate principal amount not to exceed $40,000,000.00 available to Borrowers (including the applicable ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇) in the amount requested by Borrower Representative for the acquisition of their one or more Properties that shall secure such Incremental Loan and the other Obligations (each such Property, a “Joinder Project”), for payment of associated closing costs in connection therewith and for establishing such reserves (such as reserves to fund immediate repairs) as Lenders may require. Any and all Incremental Loans shall rank pari passu with each other and all other advances of the Term Loans Loan, shall constitute part of the Term Loan, shall be secured by executing each of the Mortgages and, for the avoidance of doubt, shall be due and delivering payable in full on the Scheduled Maturity Date. The decision of any Lender to provide an Incremental Loan shall be at such ▇▇▇▇▇▇’s sole discretion, shall be made in writing, and shall be subject to receipt by such Lender of all required credit approvals. No Lender shall have an obligation to provide or advance any Incremental Loan. (b) The obligation of Lenders to fund an Incremental Loan shall be subject to satisfaction of the following conditions and such other conditions that may be imposed by Administrative Agent an Increased Facility Activation Notice specifying or the Lenders at the time the request for the Incremental Loan is made: (i) At least forty-five (45) days prior to the amount desired funding date of the applicable Incremental Loan, Borrower Representative shall have delivered a written request to Administrative Agent requesting disbursement of such increase, Incremental Loan; (ii) As of the applicable Increased Facility Closing Date, date on which the notice described in clause (iiia) the applicable maturity date and the amortization schedule for such Incremental Term Loans, in each case, which shall comply with Section 2.1(d)above is made, and (iv) the Applicable Margin for such Incremental Term Loans; provided, that if the total yield (calculated for both the Incremental Term Loans and the existing Loans, including the upfront fees, any interest rate floors and any OID (as defined below but excluding any arrangement, underwriting or similar fee paid by the Borrower)) in respect of any Incremental Term Loans exceeds the total yield for the existing Loans (it being understood that any such increase may take the form of original issue discount (“OID”), with OID being equated to the interest rates in a manner determined by the Administrative Agent based on an assumed four-year life to maturity), the Applicable Margin for the existing Loans shall be increased so that the total yield in respect of such Incremental Term Loans is not greater than 50 basis points higher than the total yield for the existing Loans. Notwithstanding the foregoing, (i) the Administrative Agent shall have received (A) additional new assets as Collateral and Covered Assets, consisting of assets that are of the type included in the Collateral and Covered Assets, and in the manner and pursuant to such documentation provided, on the Closing Date and otherwise reasonably acceptable to the Administrative Agent and the increasing Bank or New Bank, as applicable, such that the Collateral Coverage Ratio as of the Increased Facility Closing Datedate on which the requested Incremental Loan is made, both before and after giving pro forma effect to such addition, shall be equal to thereto (1) no Default or greater than the Collateral Coverage Ratio as Event of the last Collateral Report, which Default shall have been in all cases equal occurred and be continuing, and no Material Adverse Effect shall have occurred or be continuing with respect to Borrowers, the Guarantor, the Properties or greater than 1.25 to 1.00 the Term Loan and (B2) an updated Collateral all representations and Covered Asset List warranties with respect to reflect such additional new assets, and (ii) without the consent of the Administrative Agent, each increase effected pursuant to this paragraph shall be in a minimum amount of at least $10,000,000. No Bank shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion. (b) Any additional bank, financial institution or other entity which, with the consent of the Joinder Borrower and the Joinder Project set forth in the Loan Agreement, the other Loan Documents, and the Environmental Indemnity Agreement are true and correct in all material respects (or, if any such representation or warranty is, by its terms, qualified by concepts of materiality, such representation or warranty is true and correct in all respects) except that those that by their terms relate exclusively to a specific earlier date need only be true and correct in all material respects as of such earlier date; (iii) The aggregate amount of the Term Loan Commitments, as increased by the requested Incremental Loan, do not exceed $177,000,000.00; (iv) The applicable Joinder Borrower is an Acceptable Entity approved by Lenders in their sole and absolute discretion; (v) The applicable Joinder Project is an Acceptable Project approved by ▇▇▇▇▇▇▇ in their sole and absolute discretion; (vi) The requested Incremental Loan has been approved by Lenders in their sole and absolute discretion; (vii) Borrowers and Guarantor have delivered to Administrative AgentAgent the documents, elects and shall have satisfied all of the requirements, set forth in Section 5.1, and delivered all other reports, documents and agreements as would have been required if the Joinder Borrower had been included as a Borrower on the Restatement Date and the Joinder Project had been included as a Property, on the Restatement Date, including a Title Policy and all required quality of earnings report, rent roll and lease diligence, tenant review, business due diligence, insurance review, flood compliance review, legal due diligence and other diligence deemed relevant by the Lenders; (viii) The Borrowers (including the proposed ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇), Guarantor, and any other parties thereto have executed and delivered the Joinder Documents; (ix) Borrowers have (1) paid all fees required to become a “Bank” under this Agreement be paid to Administrative Agent and Lenders in connection with any transaction described the requested Incremental Loan and (2) reimbursed Administrative Agent and Lenders for their respective expenses incurred in Section 2.19(a) shall execute a New Bank Supplement (eachconnection with evaluating and/or making the requested Incremental Loan, a “New Bank Supplement”), substantially in the form of Exhibit M-2, whereupon such bank, financial institution or other entity (a “New Bank”) shall become a Bank for all purposes including reasonable legal fees and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement.expenses; and (cx) Notwithstanding anything to Unless otherwise agreed by Lenders, the contrary in this Agreementrequested Incremental Loan will be funded on or before August 7, each of the parties hereto hereby agrees that, on each Increased Facility Activation Date, this Agreement shall be amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Incremental Term Loans evidenced thereby. Any such deemed amendment may be effected in writing by the Administrative Agent with the Borrower’s consent (not to be unreasonably withheld) and furnished to the other parties hereto2028.

Incremental Facility. (a) The Borrower and any may by written notice to the Agent elect to request the establishment of an incremental loan commitment (the “Incremental Loan Commitment”) in an aggregate principal amount of up to $50,000,000. Such notice shall specify the date (the “Increased Amount Date”) on which the Borrower proposes that the Incremental Loan Commitments shall be effective, which shall be a date not less than thirty (30) days after the date on which such notice is delivered to the Agent (or such shorter time as the Agent may agree to in its sole discretion). The Incremental Loan Commitments shall become effective as of the Increased Amount Date to the extent the Lenders or one or more Banks additional Persons, in their sole discretion, have agreed to provide the Incremental Loan Commitments (including any New Bank (as defined belowand such Lenders or additional Persons so providing the Incremental Loan Commitments, together with the Agent and the Borrower, shall enter into in amendment to this Agreement to establish such Incremental Loan Commitments)) may from time to time before the Maturity Date agree ; provided that such Banks shall make, obtain or increase the amount of their Incremental Term Loans by executing and delivering to the Administrative Agent an Increased Facility Activation Notice specifying (i) no Default or Event of Default shall exist on the amount of date such increase, request is made through and including such Increased Amount Date before or after giving effect to the Incremental Loan Commitments; (ii) the applicable conditions set forth in Section 4.02(b) shall be satisfied on the date such request is made and on such Increased Facility Closing Date, Amount Date immediately after giving effect to the Incremental Loan Commitments; (iii) the applicable maturity date and the amortization schedule for such Incremental Term Loans, in each case, which shall comply with Section 2.1(d), and no Borrowing Base Deficiency exists or would result therefrom; (iv) the Applicable Margin for such Incremental Term Loans; providedParent and the Borrower shall be in pro forma compliance with each of the covenants set forth in Section 6.18 as of the last day of the most recently ended calendar month, that if the total yield (calculated for both after giving effect to the Incremental Term Loan Commitments; (v) the Incremental Loans and shall have a maturity date no earlier than the Maturity Date; (vi) the Incremental Loans shall rank equal in right of payment with the existing Loans, including shall be secured by the upfront feessame property as the Collateral and shall be Guaranteed by the same Persons as the Loans; (vii) the interest rates and, any interest rate floors and any OID (as defined below but excluding any arrangement, underwriting or similar fee paid unless otherwise agreed by the Borrower)) in respect of any , the Agent and the lenders providing such Incremental Term Loans exceeds Loan Commitment, fees and premiums shall be the total yield for same as the existing Loans Loans; (it being understood that viii) the Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by the Agent in connection with any such increase may take transaction; and (ix) the form of original issue discount (“OID”), with OID being equated Agent shall have consented to the interest rates in a manner determined by the Administrative Agent based on an assumed four-year life to maturity), the Applicable Margin for the existing Loans shall be increased so that the total yield in respect establishment of such Incremental Term Loans is not greater than 50 basis points higher than Loan Commitment and/or the total yield for the existing making of such Incremental Loans. Notwithstanding the foregoing, (i) the Administrative Agent shall have received (A) additional new assets as Collateral and Covered Assets, consisting of assets that are of the type included such consent may be withheld in the Collateral Agent’s sole and Covered Assets, and in the manner and pursuant to such documentation provided, on the Closing Date and otherwise reasonably acceptable to the Administrative Agent and the increasing Bank or New Bank, as applicable, such that the Collateral Coverage Ratio as of the Increased Facility Closing Date, after giving pro forma effect to such addition, shall be equal to or greater than the Collateral Coverage Ratio as of the last Collateral Report, which shall have been in all cases equal to or greater than 1.25 to 1.00 and (B) an updated Collateral and Covered Asset List to reflect such additional new assets, and (ii) without the consent of the Administrative Agent, each increase effected pursuant to this paragraph shall be in a minimum amount of at least $10,000,000. No Bank shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole absolute discretion. (b) Any additional bank, financial institution or other entity which, with the consent The terms and provisions of the Borrower Incremental Loans and the Administrative AgentIncremental Loan Commitments shall be, elects to become a “Bank” under this Agreement in connection with any transaction described in Section 2.19(a) shall execute a New Bank Supplement (each, a “New Bank Supplement”), substantially except as otherwise set forth herein or in the form of Exhibit M-2relevant amendment, whereupon such bank, financial institution or other entity (a “New Bank”) shall become a Bank for all purposes and identical to the same extent as if originally a party hereto existing Loans (including in respect of the mechanics of requesting Loans thereunder and shall be bound the applicable interest rates and, unless otherwise agreed by the Borrower, the Agent and entitled to the benefits of this Agreementlenders providing such Incremental Loan Commitment, fees and prepayment premiums in respect thereof). (c) Notwithstanding anything to the contrary contained in this AgreementAgreement or any other Loan Document, each this Section 2.15 does not constitute a commitment or agreement of the parties hereto hereby agrees thatAgent, on each Increased Facility Activation Date, this Agreement shall be amended the Lenders or any of their affiliates to the extent (but only to the extent) necessary to reflect the existence and terms of provide the Incremental Term Loans evidenced thereby. Any such deemed amendment may be effected in writing by the Administrative Agent with the Borrower’s consent (not to be unreasonably withheld) and furnished to the other parties heretoLoan Commitments.

Incremental Facility. (ai) The Administrative Borrower and may at any one time or more Banks (including any New Bank (as defined below)) may from time to time before time, in accordance with and subject to the Maturity Date agree that such Banks shall maketerms of this Agreement, obtain or increase the amount of their Incremental Term Loans by executing and delivering notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request one or more additional tranches of loans (other than Revolving Loans) (each of which shall be deemed separate and independent tranches from the Loans and from each other such additional tranche of loans unless such additional tranche of loans has terms identical in all respects to the Loans or any other then existing tranche of additional term loans) to be funded in Dollars (the “Incremental Loans”); provided that (x) at the time of any such request no Default or Event of Default shall exist and at the time that any such Incremental Loan is made and, after giving effect thereto, no Default or Event of Default shall exist, (y) each tranche of Incremental Loans shall be in an Increased Facility Activation Notice specifying aggregate principal amount that is not less than $10,000,000 (i) and in minimum increments of $5,000,000 in excess thereof), and the aggregate principal amount of all Incremental Loans funded pursuant to this Section 2.01(b) shall not exceed $90,000,000, and (z) each Borrower shall be in compliance with the financial covenants contained in Sections 11.08 through 11.10, inclusive, on a Pro Forma Basis after giving effect to the proposed Incremental Loan and the Permitted Acquisitions, if any, funded thereby. Holdings shall deliver to Administrative Agent, prior to the effectiveness of any Incremental Loan Commitment, a certificate of an Authorized Officer of Holdings certifying that the condition set forth clause (z) in the immediately preceding sentence is satisfied after giving effect to any such increase, Incremental Loan Commitment and containing reasonably detailed calculations. (ii) The Incremental Loans (v) shall rank pari passu or junior in right of payment and of security with the applicable Increased Facility Closing Loans (including, without limitation, with respect to voluntary prepayments and mandatory prepayments), (w) shall not mature earlier than the Maturity Date, (iiix) shall not have a shorter weighted average life to maturity than the Loans, (y) shall have an amortization schedule (subject to the immediately preceding clause (x)), interest rate margin, rate floors, fees, premiums and funding discounts as determined by the Administrative Borrower and the Lenders funding the applicable maturity date and Incremental Loans; provided that in the amortization schedule event that the initial yield for any Incremental Loans is greater than the then-applicable yield for any Loan (such Incremental Term Loansexcess yield, in each case, which shall comply with Section 2.1(dthe “Yield Differential”), and then the Margins for all such Loans shall be increased by an amount equal to the Yield Differential (iv) the Applicable Margin for such Incremental Term Loansexpressed as a positive number); provided, further, that if in determining any yield applicable to the total yield (calculated for both the Incremental Term Loans and the existing Incremental Loans, including the upfront feesrespectively, any underlying interest rate floors and any OID indices, interest rate margins, upfront fees (as defined below but excluding any arrangementwhich shall be deemed, underwriting or similar fee paid by the Borrower)) in respect solely for purposes of any Incremental Term Loans exceeds the total yield for the existing Loans (it being understood that any such increase may take the form this provision, to constitute like amounts of original issue discount (“OID”)) payable by the Borrowers to the Lenders of the applicable Loans or the Incremental Loans, and rate floors, shall be included (with deemed OID being equated to the interest rates in a manner determined by the Administrative Agent based on an assumed four-year life to maturity), the Applicable Margin for the existing Loans shall be increased so that the total yield in respect of such Incremental Term Loans is not greater than 50 basis points higher than the total yield for the existing Loans. Notwithstanding the foregoing, (i) the Administrative Agent shall have received (A) additional new assets as Collateral and Covered Assets, consisting of assets that are of the type included in the Collateral and Covered Assets, and in the manner and pursuant to such documentation provided, on the Closing Date and otherwise reasonably acceptable customary arrangement or structuring fees payable to the Administrative Agent and (or its Affiliates) in connection with the increasing Bank applicable Loans or New Bank, as applicable, such that the Collateral Coverage Ratio as of the Increased Facility Closing Date, after giving pro forma effect to such addition, Incremental Loans shall be equal to or greater than the Collateral Coverage Ratio as of the last Collateral Report, which shall have been in all cases equal to or greater than 1.25 to 1.00 and (B) an updated Collateral and Covered Asset List to reflect such additional new assetsexcluded, and (iiz) without may otherwise have terms and conditions different from those of the Term Loan (but subject, in any event, to the terms and provisions of this Agreement pertaining to Incremental Loans); provided that if any such differences are materially more favorable to the Incremental Loans versus the Loan, such differences shall be subject to the consent of the Administrative Agent. (iii) Incremental Loan Commitments shall become commitments under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Credit Documents, executed by each Borrower, each increase effected Lender agreeing to provide such Incremental Loan Commitment, and the Administrative Agent; provided that such Incremental Amendment shall not be effective prior to the date that is ten (10) Business Days (or such shorter period as agreed to by the Administrative Agent) from the date Administrative Agent first receives the notice required pursuant to this paragraph Section 2.01(b)(i). Each Lender providing an Incremental Loan Commitment shall be in a minimum amount subject to approval of at least $10,000,000. No Bank shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so the Administrative Agent in its sole discretion. (b) Any additional bank. The Incremental Amendment may, financial institution or other entity whichsubject to Section 2.01(b)(ii), with without the consent of any other Lenders, effect such amendments to this Agreement and the Borrower other Credit Documents as may be necessary, in the reasonable opinion of the Administrative Agent and the Administrative AgentBorrower, elects to become a “Bank” under this Agreement in connection with any transaction described in Section 2.19(a) shall execute a New Bank Supplement (each, a “New Bank Supplement”), substantially in effect the form of Exhibit M-2, whereupon such bank, financial institution or other entity (a “New Bank”) shall become a Bank for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits provisions of this Agreement. (c) Notwithstanding anything to the contrary in this Agreement, each of the parties hereto hereby agrees that, on each Increased Facility Activation Date, this Agreement shall be amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Incremental Term Loans evidenced thereby. Any such deemed amendment may be effected in writing by the Administrative Agent with the Borrower’s consent (not to be unreasonably withheld) and furnished to the other parties hereto.Section 2.01

Incremental Facility. (a) The Borrower and may at any one or more Banks (including any New Bank (as defined below)) may from time to time before the Maturity Date agree that such Banks shall maketime, obtain or increase the amount of their Incremental Term Loans by executing and delivering notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request the addition of a new tranche of term loans under this Agreement in an Increased aggregate principal amount of up to $350,000,000 (all such loans, collectively, the "Incremental Loans") pursuant to an additional term loan credit facility (the "Incremental Facility"), provided that both at the time of any such request and upon the effectiveness of the Incremental Facility Activation Notice specifying Amendment referred to below, (A) no Default shall exist, (B) the Borrower and its Subsidiaries are in compliance, on a pro forma basis after giving effect to any borrowing under the Incremental Facility, with the covenants contained in Sections 6.13, 6.14, 6.15 and 6.17 recomputed as of the last day of the most recently ended fiscal quarter of the Borrower for which financial statements are available, as if any such borrowing had occurred on the first day of each relevant period for testing such compliance and (C) borrowings under the Incremental Facility will not require any Indebtedness (other than Incremental Loans) to be secured by any Collateral. The Incremental Loans (i) shall rank pari passu in right of payment and of security with the amount of such increaseRevolving Loans and Term Loans, (ii) shall mature no earlier than the applicable Increased Facility Closing DateTranche C Maturity Date (but may, subject to clause (iii) below, have nominal amortization and commitment reductions prior to such date), (iii) shall not have a weighted average life that is shorter than that of the Tranche C Term Loans, and (iv) except as set forth above, shall be treated substantially the same as (and in any event no more favorably than) the Tranche C Term Loans (including with respect to mandatory and voluntary prepayments); provided that (a) the terms and conditions applicable maturity date to Incremental Loans maturing after the Tranche C Maturity Date may provide for material additional or different financial or other covenants applicable only during periods after the Tranche C Maturity Date and (b) subject to the provisions set forth below, Incremental Loans may be priced differently than the Term Loans and the amortization schedule Revolving Loans. Such notice shall set forth the requested amount of Incremental Loans, which shall be in a minimum principal amount of not less than $25,000,000. In the event that existing Lenders provide commitments in an aggregate amount less than the total amount of the Incremental Loans requested by the Borrower, the Borrower may arrange for one or more banks or other financial institutions (any such bank or other financial institution being called an "Additional Lender") to extend commitments to provide Incremental Loans in an aggregate amount equal to the unsubscribed amount. Commitments in respect of Incremental Loans shall become Commitments under this Agreement pursuant to an amendment (an "Incremental Facility Amendment") to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental 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 opinion of the Administrative Agent, to effect the provisions of this Section. The effectiveness of any Incremental Facility Amendment shall be subject to the satisfaction on the date thereof (the "Incremental Facility Closing Date") of each of the conditions set forth in Section 4.02 (it being understood that all references to "the date of such Borrowing" in such Section 4.02 shall be deemed to refer to the Incremental Facility Closing Date). No Lender shall be obligated to provide any Incremental Loans unless it so agrees. Incremental Loans will bear interest at rates at all times equal to the interest rate applicable to Tranche C Term Loans, plus or minus a spread that is fixed at the time such Incremental Loans are made, provided that such spread shall not exceed the spread on the Tranche C Term LoansLoans by more than 0.25% per annum. The proceeds of Incremental Loans may be used for general corporate purposes, which may include repayment of all or a portion of one or more of the Additional Senior Subordinated Notes, the Existing Senior Subordinated Notes, the Holdings Senior Discount Debentures and Replacement Senior Subordinated Notes, in each case, which shall comply with Section 2.1(d), and (iv) the Applicable Margin for such Incremental Term Loans; provided, that if the total yield (calculated for both the Incremental Term Loans and the existing Loans, including the upfront fees, any interest rate floors and any OID (as defined below but excluding any arrangement, underwriting or similar fee paid by the Borrower)) in respect of any Incremental Term Loans exceeds the total yield for the existing Loans (it being understood that any such increase may take the form of original issue discount (“OID”), with OID being equated to the interest rates in a manner determined by the Administrative Agent based on an assumed four-year life to maturity), the Applicable Margin for the existing Loans shall be increased so that the total yield in respect of such Incremental Term Loans is not greater than 50 basis points higher than the total yield for the existing Loans. Notwithstanding the foregoing, (i) the Administrative Agent shall have received (A) additional new assets as Collateral and Covered Assets, consisting of assets that are of the type included in the Collateral and Covered Assets, and in the manner and pursuant to such documentation provided, on the Closing Date and otherwise reasonably acceptable to the Administrative Agent and the increasing Bank or New Bank, as applicable, such that the Collateral Coverage Ratio as of the Increased Facility Closing Date, after giving pro forma effect to such addition, shall be equal to or greater than the Collateral Coverage Ratio as of the last Collateral Report, which shall have been in all cases equal to or greater than 1.25 to 1.00 and (B) an updated Collateral and Covered Asset List to reflect such additional new assets, and (ii) without the consent of the Administrative Agent, each increase effected pursuant to this paragraph shall be in a minimum amount of at least $10,000,000. No Bank shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion. (b) Any additional bank, financial institution or other entity which, accordance with the consent of the Borrower and the Administrative Agent, elects to become a “Bank” under this Agreement in connection with any transaction described in Section 2.19(a) shall execute a New Bank Supplement (each, a “New Bank Supplement”), substantially in the form of Exhibit M-2, whereupon such bank, financial institution or other entity (a “New Bank”) shall become a Bank for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreementterms hereof. (c) Notwithstanding anything to the contrary in this Agreement, each of the parties hereto hereby agrees that, on each Increased Facility Activation Date, this Agreement shall be amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Incremental Term Loans evidenced thereby. Any such deemed amendment may be effected in writing by the Administrative Agent with the Borrower’s consent (not to be unreasonably withheld) and furnished to the other parties hereto.

Incremental Facility. Subject to the terms and conditions set forth herein, the Borrower shall have the right, at any time and from time to time, to incur additional Indebtedness under this Credit Agreement in the form of one or more additional term loan facilities (each an “Incremental Facility”) by an aggregate amount of up to $100,000,000. The following terms and conditions shall apply to each Incremental Facility: (a) The Borrower the loans made under any such Incremental Facility (each an “Additional Loan”) shall constitute Credit Party Obligations and will be secured and guaranteed with the other Loans on a pari passu basis, (b) the interest rate margin applicable to such Incremental Facility shall be the Applicable Percentage for the Tranche B Term Loan (c) the weighted average life and final maturity applicable to any one or more Banks such Incremental Facility shall be determined at the time such Incremental Facility is made available (including any New Bank (as defined below)) may from time to time before the Maturity Date agree provided that such Banks shall make, obtain or increase the amount of their Incremental Term Loans by executing and delivering to the Administrative Agent an Increased Facility Activation Notice specifying (i) such Incremental Facility shall mature no earlier than the amount of such increase, Tranche B Term Loan Maturity Date and (ii) no greater than 5% of the applicable Increased Incremental Facility Closing shall amortize prior to the date that is one year before the Tranche B Term Loan Maturity Date), (iiid) the applicable maturity date and the amortization schedule for any such Incremental Term Facility shall be entitled to the same voting rights as the existing Loans and shall be entitled to receive proceeds of prepayments on the same basis as comparable Loans, (e) any such Incremental Facility shall be obtained from existing Lenders or from other banks, financial institutions or investment funds, in each casecase in accordance with the terms set forth below, which (f) any such Incremental Facility shall comply with Section 2.1(d)be in a minimum principal amount of $25,000,000 and integral multiples of $1,000,000 in excess thereof, and (ivg) the Applicable Margin for such Incremental Term Loans; provided, that if the total yield (calculated for both the Incremental Term Loans proceeds of any Additional Loan will be used to finance capital expenditures and the existing Loansworking capital and other general corporate purposes, including Permitted Acquisitions, (h) the upfront fees, any interest rate floors conditions to Extensions of Credit in Section 4.2 shall have been satisfied and any OID (as defined below but excluding any arrangement, underwriting or similar fee paid by the Borrower)) in respect of any Incremental Term Loans exceeds the total yield for the existing Loans (it being understood that any such increase may take the form of original issue discount (“OID”), with OID being equated to the interest rates in a manner determined by the Administrative Agent based on an assumed four-year life to maturity), the Applicable Margin for the existing Loans shall be increased so that the total yield in respect of such Incremental Term Loans is not greater than 50 basis points higher than the total yield for the existing Loans. Notwithstanding the foregoing, (i) the Administrative Agent shall have received (A) additional new assets as Collateral from the Borrower updated financial projections and Covered Assetsan officer’s certificate, consisting of assets that are in each case in form and substance satisfactory to the Administrative Agent, demonstrating that, after giving effect to any such Incremental Facility, the Borrower will be in compliance with the financial covenants set forth in Section 5.9. Participation in any such Incremental Facility hereunder shall be offered first to each of the type included in existing Lenders, but each such Lender shall have no obligation to provide all or any portion of such Incremental Facility. If the Collateral and Covered Assets, and in amount of the manner and pursuant Incremental Facility requested by the Borrower Table of Contents shall exceed the commitments which the existing Lenders are willing to provide with respect to such documentation providedIncremental Facility, on then the Closing Date Borrower may invite other banks, financial institutions and otherwise investment funds reasonably acceptable to the Administrative Agent and to join this Credit Agreement as Lenders hereunder for the increasing Bank or New Bankportion of such Incremental Facility not taken by existing Lenders, as applicable, provided that such that the Collateral Coverage Ratio as of the Increased Facility Closing Date, after giving pro forma effect to such addition, shall be equal to or greater than the Collateral Coverage Ratio as of the last Collateral Report, which shall have been in all cases equal to or greater than 1.25 to 1.00 and (B) an updated Collateral and Covered Asset List to reflect such additional new assets, and (ii) without the consent of the Administrative Agent, each increase effected pursuant to this paragraph shall be in a minimum amount of at least $10,000,000. No Bank shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion. (b) Any additional bankother banks, financial institution or other entity which, with the consent of the Borrower institutions and the Administrative Agent, elects investment funds shall enter into such joinder agreements to become a “Bank” under this Agreement in connection with any transaction described in Section 2.19(a) shall execute a New Bank Supplement (each, a “New Bank Supplement”), substantially in the form of Exhibit M-2, whereupon such bank, financial institution or other entity (a “New Bank”) shall become a Bank for all purposes and to the same extent give effect thereto as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement. (c) Notwithstanding anything to the contrary in this Agreement, each of the parties hereto hereby agrees that, on each Increased Facility Activation Date, this Agreement shall be amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Incremental Term Loans evidenced thereby. Any such deemed amendment may be effected in writing by the Administrative Agent with and the Borrower’s consent (not Borrower may reasonably request. The Administrative Agent is authorized to enter into, on behalf of the Lenders, any amendment to this Credit Agreement or any other Credit Document as may be unreasonably withheld) and furnished necessary to incorporate the other parties heretoterms of any new Incremental Facility therein.

Incremental Facility. (a) The Borrower and may at any one time or more Banks (including any New Bank (as defined below)) may from time to time before after the Maturity Date agree that such Banks shall makeClosing Date, obtain or increase the amount of their Incremental Term Loans by executing and delivering notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request one or more additional tranches of term loans, revolving facilities or letter of credit facilities (each, an Increased Facility Activation Notice specifying “Incremental Facility”), provided that (i) at the amount time and after the effectiveness of such increaseany Incremental Amendment referred to below, no Default or Event of Default shall have occurred and be continuing, (ii) the applicable Increased Borrower shall be in compliance with the covenants contained in Section 7.1 determined on a pro forma basis as of the last day of the most recent period of the Borrower for which financial statements are available as if any term loans under such Incremental Facility Closing Date, had been outstanding and any revolving commitment under such Incremental Facility (to the extent not available to issue letters of credit) had been fully used on the last day of such period and (iii) the applicable maturity date and Consolidated Leverage Ratio determined on a pro forma basis as of the amortization schedule last day of the most recent fiscal quarter of the Borrower for which financial statements are available, determined as if any term loans under such Incremental Term Facility had been outstanding on the last day of such period, shall be less than 2.5 to 1.0. Each Incremental Facility shall be in an aggregate principal amount that is not less than $50,000,000 (provided that such amount may be less than $50,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence) and there shall be not more than 3 requests for Incremental Facilities. Notwithstanding anything to the contrary herein, the aggregate amount of the Incremental Facilities (including the Incremental Revolving Facility) shall not exceed $200,000,000. Any Incremental Facility (a) shall rank pari passu in right of payment and of security with the Loans, in each case, (b) shall not mature earlier than the Maturity Date or have a weighted average life (if applicable) which shall comply with Section 2.1(d)is shorter than the then remaining average life of the Loans, and (ivc) shall otherwise be on terms and pursuant to documentation to be determined by the Borrower and the Persons willing to provide such Incremental Facility, provided that (A) to the extent such terms and documentation are not consistent with the Facilities (other than with respect to pricing, amortization and maturity) they shall be reasonably satisfactory to the Administrative Agent and (B) if the Applicable Margin (which term for such Incremental Term Loans; provided, that if the total yield (calculated for both the Incremental Term Loans and the existing Loans, including the upfront fees, purposes of this Section 2.20 shall include any interest rate floors and any OID (as defined below but excluding any arrangement, underwriting or similar fee paid by the Borrower)) in respect of any Incremental Term Loans exceeds the total yield for the existing Loans (it being understood that any such increase may take the form of original issue discount (“OID”)) or upfront fees (which shall be deemed to constitute like amounts of OID) payable by the Borrower to the lenders under any applicable Facility (which, for any Incremental Facility consisting of a term loan facility shall be the Term Facility and for any Incremental Facility consisting of a revolving loan facility shall be the Incremental Revolving Facility) or the Incremental Facility, as applicable, in the primary syndication thereof (with OID being equated to the interest rates in a manner determined by the Administrative Agent based on an assumed fourthree-year life to maturity)) relating to any Incremental Facility exceeds the Applicable Margin relating to the applicable Facility immediately prior to the effectiveness of the applicable Incremental Amendment, the Applicable Margin for the existing Loans relating to such Facility shall be increased so that adjusted to equal the total yield in respect of Applicable Margin relating to such Incremental Term Loans is not greater than 50 basis points higher than Facility. Each notice from the total yield for Borrower pursuant to this Section 2.20 shall set forth the requested amount and proposed terms of the relevant Incremental Facility and the Lenders or other Persons willing to provide the Incremental Facility. The Incremental Facility may be provided by any existing Loans. Notwithstanding Lender or by any Eligible Assignee selected by the foregoingBorrower (any such other financial institution or fund being called an “Additional Lender”), (i) provided that the Administrative Agent shall have received (A) additional new assets as Collateral and Covered Assets, consisting of assets that are of the type included in the Collateral and Covered Assets, and in the manner and pursuant to such documentation provided, on the Closing Date and otherwise reasonably acceptable to the Administrative Agent and the increasing Bank or New Bank, as applicable, such that the Collateral Coverage Ratio as of the Increased Facility Closing Date, after giving pro forma effect to such addition, shall be equal to or greater than the Collateral Coverage Ratio as of the last Collateral Report, which shall have been in all cases equal to or greater than 1.25 to 1.00 and (B) an updated Collateral and Covered Asset List to reflect such additional new assets, and (ii) without the consent of the Administrative Agent, each increase effected pursuant to this paragraph shall be in a minimum amount of at least $10,000,000. No Bank shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion. (b) Any additional bank, financial institution or other entity which, with the consent of the Borrower and the Administrative Agent, elects to become a “Bank” under this Agreement in connection with any transaction described in Section 2.19(a) shall execute a New Bank Supplement (each, a “New Bank Supplement”), substantially in the form of Exhibit M-2, whereupon such bank, financial institution or other entity (a “New Bank”) shall become a Bank for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement. (c) Notwithstanding anything to the contrary in this Agreement, each of the parties hereto hereby agrees that, on each Increased Facility Activation Date, this Agreement shall be amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Incremental Term Loans evidenced thereby. Any such deemed amendment may be effected in writing by the Administrative Agent with the Borrower’s consent consented (not to be unreasonably withheld) to such Lender’s or Additional Lender’s providing such Incremental Facility if such consent would be required under Section 10.6 for an assignment of Loans to such Lender or Additional Lender. Commitments in respect of Incremental Facilities shall become Commitments under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and furnished the Administrative Agent pursuant to Section 10.1(e) hereof. The Incremental 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 the Administrative Agent and the Borrower, to effect the provisions of this Section 2.20. The effectiveness of any Incremental Amendment shall be subject to the satisfaction on the date thereof (each, an “Incremental Facility Closing Date”) of each of the conditions set forth in Section 5.2 (it being understood that all references to the Delayed Draw Funding Date or similar language in such Section 5.2 shall be deemed to refer to the effective date of such Incremental Amendment) and such other conditions as the parties heretothereto shall agree. The Borrower will use the proceeds of the Incremental Facilities for any purpose not prohibited by this Agreement. No Lender shall be obligated to provide any Incremental Facility, unless it so agrees. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to this paragraph.

Incremental Facility. (a) The Borrower and may at any one time or more Banks (including any New Bank (as defined below)) may from time to time before after the Maturity Date agree that such Banks shall makeClosing Date, obtain or increase the amount of their Incremental Term Loans by executing and delivering notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request one or more tranches of term loans (each an Increased “Incremental Term Facility”) or an increase in the amount of the Revolving Facility Activation Notice specifying (each, an “Incremental Revolving Facility”; together with the Incremental Term Facilities, each an “Incremental Facility”); provided that (i) at the amount time of such increaserequest, no Event of Default shall have occurred and be continuing, (ii) the applicable Increased Borrower shall be in compliance with the covenants contained in Article VI determined on a pro forma basis as of the last day of the most recent period of the Borrower for which financial statements are available as if any term loans under such Incremental Facility Closing Datehad been outstanding and any revolving commitment under such Incremental Facility (to the extent available to make Loans) had been fully used on the last day of such period; provided, that, for an Incremental Facility that is requested in connection with the financing of a Limited Condition Acquisition, the pro forma financial covenant compliance condition in this clause (ii) shall be computed based on the immediately preceding four fiscal quarter period for which financial statements are available prior to the date on which the definitive acquisition agreement for such Limited Condition Acquisition is entered into and (iii) the aggregate principal amount of the Incremental Facilities shall not exceed $150,000,000. Each Incremental Facility shall be in an aggregate principal amount that is not less than $25,000,000 (provided that such amount may be less than $25,000,000 if such amount represents all remaining availability under the limit set forth in the immediately preceding sentence). (i) Any Incremental Facility shall be ratably secured with the Loans, (ii) any Incremental Term Facility shall not mature earlier than the Maturity Date nor have amortization of greater than 5% of the original principal amount of such Incremental Term Facility per year (except with respect to any Incremental Term Facility to the extent required for such Incremental Term Facility to be tax fungible with (i.e., to be treated as part of the same issue as) a previously issued Incremental Term Facility in accordance with Treasury Regulation 1.1275-2(k)), (iii) the applicable maturity date Applicable Margin, Applicable Percentage and the amortization schedule for such other terms and conditions applicable to any Incremental Term LoansRevolving Facility shall be the same as those applicable to the Revolving Facility, in each case, which shall comply with Section 2.1(d), and (iv) the Applicable Margin for relating to any Incremental Term Facility shall be determined by the Borrower and the Lenders providing such Incremental Term Loans; provided, that if the total yield Facility and (calculated for both the Incremental Term Loans and the existing Loans, including the upfront fees, any interest rate floors and any OID (as defined below but excluding any arrangement, underwriting or similar fee paid by the Borrower)v) in respect of any Incremental Term Loans exceeds the total yield for the existing Loans (it being understood that any such increase may take the form of original issue discount (“OID”), with OID being equated Facility shall otherwise be on terms and pursuant to the interest rates in a manner documentation to be determined by the Administrative Agent based on an assumed four-year life Borrower and the Persons willing to maturity), the Applicable Margin for the existing Loans shall be increased so that the total yield in respect of provide such Incremental Term Loans is Facility; provided that to the extent such terms and documentation are not greater consistent with the then existing Facilities (other than 50 basis points higher than the total yield for the existing Loans. Notwithstanding the foregoingwith respect to pricing, (iamortization and maturity) the Administrative Agent they shall have received (A) additional new assets as Collateral and Covered Assets, consisting of assets that are of the type included in the Collateral and Covered Assets, and in the manner and pursuant to such documentation provided, on the Closing Date and otherwise be reasonably acceptable satisfactory to the Administrative Agent (it being agreed that Incremental Term Facilities may contain customary mandatory prepayments, voting rights and prepayment premiums). Each notice from the Borrower pursuant to this Section 2.23 shall set forth the requested amount and proposed terms of the relevant Incremental Facility and the increasing Bank Lenders or New Bank, as applicable, other Persons willing to provide the Incremental Facility. The Incremental Facility may be provided by any existing Lender or by any Eligible Assignee selected by the Borrower (any such other financial institution or fund being called an “Additional Lender”); provided that the Collateral Coverage Ratio as of the Increased Facility Closing Date, after giving pro forma effect to such addition, shall be equal to or greater than the Collateral Coverage Ratio as of the last Collateral Report, which shall have been in all cases equal to or greater than 1.25 to 1.00 and (B) an updated Collateral and Covered Asset List to reflect such additional new assets, and (ii) without the consent of the Administrative Agent, each increase effected pursuant to this paragraph shall be in a minimum amount of at least $10,000,000. No the Swingline Lender, and the Issuing Bank shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion. (b) Any additional bank, financial institution or other entity which, with the consent of the Borrower and the Administrative Agent, elects to become a “Bank” under this Agreement in connection with any transaction described in Section 2.19(a) shall execute a New Bank Supplement (each, a “New Bank Supplement”), substantially in the form of Exhibit M-2, whereupon such bank, financial institution or other entity (a “New Bank”) shall become a Bank for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement. (c) Notwithstanding anything to the contrary in this Agreement, each of the parties hereto hereby agrees that, on each Increased Facility Activation Date, this Agreement shall be amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Incremental Term Loans evidenced thereby. Any such deemed amendment may be effected in writing by the Administrative Agent with the Borrower’s consent consented (not to be unreasonably withheld) to such Additional Lender’s providing such Incremental Facility if such consent would be required under Section 10.4 for an assignment of Loans to such Additional Lender. Commitments in respect of Incremental Facilities shall become Commitments under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and furnished the Administrative Agent pursuant to Section 10.2(b) hereof. The Incremental Amendment may, without need for 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 the Administrative Agent and the Borrower, to effect the provisions of this Section 2.23. The effectiveness of any Incremental Amendment shall be subject to the satisfaction on the date thereof (each, an “Incremental Facility Closing Date”) of each of the conditions set forth in Section 3.2 (it being understood that all references to the date of a Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit or similar language in such Section 3.2 shall be deemed to refer to the effective date of such Incremental Amendment) and such other conditions, if any, as the parties heretothereto shall agree; provided, however, that for an Incremental Facility that is requested in connection with the financing of a Limited Condition Acquisition, the effectiveness of any Incremental Amendment shall be subject to the satisfaction on the date thereof of only such conditions precedent as the parties thereto shall agree. The Borrower will use the proceeds of the Incremental Facilities for any purpose not prohibited by this Agreement. No Lender shall be obligated to provide any Incremental Facility, unless it so agrees. The Administrative Agent and the Lenders hereby agree that, other than with respect to any Incremental Revolving Facility, the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to this paragraph. Additionally, after giving effect to any Incremental Revolving Facility, each Lender’s and each Additional Lender’s, if any, Pro Rata Share of each of the Revolving Commitments and the Revolving Loans shall equal such Lender’s and such Additional Lender’s Pro Rata Share of the Aggregate Revolving Commitments after giving effect to such Incremental Revolving Facility; provided further, that in furtherance of the foregoing and on the Incremental Facility Closing Date, each Lender and each Additional Lender, if any, shall be deemed to have irrevocably sold, transferred, conveyed and assigned to each other Lender and each other Additional Lender, if any (and without, for the avoidance of doubt, increasing or decreasing the aggregate Commitments of such Lender or such Additional Lender after giving effect to such Incremental Revolving Facility), such portion of its Revolving Commitments and Revolving Loans such that, after giving effect to such assignment, each Lender and each Additional Lender, if any, shall hold a Pro Rata Share of each of the Revolving Commitments and Revolving Loans equal to such Lender’s or such Additional Lender’s Pro Rata Share of the Aggregate Revolving Commitments.

Incremental Facility. Subject to the terms and conditions set forth herein, Borrowers shall have the right, at any time prior to the end of the Term, to request, upon ten (10) Business Days prior written notice, an increase to the Maximum Revolving Advance Amount (the “Incremental Revolving Facility”) up to $50,000,000 (an aggregate increase of $21,250,000); provided however, that: (a) The Borrowers shall not be permitted to make more than two requests for increases during the Term, and each increase shall not exceed $10,625,000; (b) no Default or Event of Default shall have occurred or would occur at the time of, or after giving effect to, such request; and (c) Borrower and any shall pay a closing fee in an amount equal to one or more Banks half of one percent (including any New Bank (as defined below)0.50%) may from time to time before the Maturity Date agree that such Banks shall make, obtain or increase of the amount of their Incremental Term Loans by executing the increase, which fee shall be earned on the date the increase is effective, and delivering shall be non-refundable when paid. The following terms and conditions shall apply to the Administrative Agent an Increased Facility Activation Notice specifying Incremental Revolving Facility: (i) the amount of such increaseloans made under the Incremental Revolving Facility shall constitute Obligations and will be secured and guaranteed with the other Obligations on a pari passu basis, (ii) such Incremental Revolving Facility shall be obtained from Lenders existing on the applicable Increased Closing Date and such Lender’s Commitment Percentage of such Incremental Revolving Facility Closing Datewill be as set forth on the signature page hereto, (iii) Borrowers shall execute amended and restated Revolving Credit Notes in favor of the applicable maturity date and existing Lenders evidencing the amortization schedule for such Incremental Term Loansincrease in the Maximum Revolving Advance Amount, in each case, which shall comply with Section 2.1(d), and (iv) the Applicable Margin for such Incremental Term Loans; provided, that if the total yield (calculated for both the Incremental Term Loans and the existing Loans, including the upfront fees, any interest rate floors and any OID (as defined below but excluding any arrangement, underwriting or similar fee paid by the Borrower)) conditions in respect of any Incremental Term Loans exceeds the total yield for the existing Loans (it being understood that any such increase may take the form of original issue discount (“OID”), with OID being equated to the interest rates in a manner determined by the Administrative Agent based on an assumed four-year life to maturity), the Applicable Margin for the existing Loans Section 8.2 shall be increased so that the total yield in respect of such Incremental Term Loans is not greater than 50 basis points higher than the total yield for the existing Loans. Notwithstanding the foregoinghave been satisfied, (iv) the Administrative Agent shall have received (A) additional new assets as Collateral evidence that all requisite corporate action and Covered Assets, consisting of assets that are of proceedings in connection with the type included in the Collateral and Covered Assets, and in the manner and pursuant to such documentation provided, on the Closing Date and otherwise reasonably acceptable to the Administrative Agent and the increasing Bank or New Bank, as applicable, such that the Collateral Coverage Ratio as of the Increased Incremental Revolving Facility Closing Date, after giving pro forma effect to such addition, shall be equal to or greater than the Collateral Coverage Ratio as of the last Collateral Report, which shall have been taken which evidence shall be in all cases equal form and substance satisfactory to or greater than 1.25 to 1.00 and (B) an updated Collateral and Covered Asset List to reflect such additional new assetsAdministrative Agent, and (iivi) without the consent Administrative Agent shall have received from Borrowers and any Guarantor such other documentation as it deems reasonably necessary. Administrative Agent is authorized to enter into, on behalf of the Administrative AgentLenders, each increase effected pursuant any amendment to this paragraph shall Agreement or any other document as may be in a minimum amount of at least $10,000,000. No Bank shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion. (b) Any additional bank, financial institution or other entity which, with the consent of the Borrower and the Administrative Agent, elects to become a “Bank” under this Agreement in connection with any transaction described in Section 2.19(a) shall execute a New Bank Supplement (each, a “New Bank Supplement”), substantially in the form of Exhibit M-2, whereupon such bank, financial institution or other entity (a “New Bank”) shall become a Bank for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement. (c) Notwithstanding anything to the contrary in this Agreement, each of the parties hereto hereby agrees that, on each Increased Facility Activation Date, this Agreement shall be amended to the extent (but only to the extent) necessary to reflect incorporate the existence and terms of the any new Incremental Term Loans evidenced thereby. Any such deemed amendment may be effected in writing by the Administrative Agent with the Borrower’s consent (not to be unreasonably withheld) and furnished to the other parties heretoRevolving Facility herein therein.

Incremental Facility. (a) The Borrower and may at any one time or more Banks (including any New Bank (as defined below)) may from time to time before after the Maturity Date agree that such Banks shall makeClosing Date, obtain or increase the amount of their Incremental Term Loans by executing and delivering notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request one or more additional tranches of term loans, revolving facilities or letter of credit facilities (each, an Increased Facility Activation Notice specifying “Incremental Facility”), provided that (i) at the amount time and after the effectiveness of such increaseany Incremental Amendment referred to below, no Default or Event of Default shall have occurred and be continuing, (ii) the applicable Increased Borrower shall be in compliance with the covenants contained in Section 7.1 determined on a pro forma basis as of the last day of the most recent period of the Borrower for which financial statements are available as if any term loans under such Incremental Facility Closing Date, had been outstanding and any revolving commitment under such Incremental Facility (to the extent not available to issue letters of credit) had been fully used on the last day of such period and (iii) the applicable maturity date and Consolidated Leverage Ratio determined on a pro forma basis as of the amortization schedule last day of the most recent fiscal quarter of the Borrower for which financial statements are available, determined as if any term loans under such Incremental Term Facility had been outstanding on the last day of such period, shall be less than 2.5 to 1.0. Each Incremental Facility shall be in an aggregate principal amount that is not less than $50,000,000 (provided that such amount may be less than $50,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence) and there shall be not more than 3 requests for Incremental Facilities. Notwithstanding anything to the contrary herein, the aggregate amount of the Incremental Facilities shall not exceed $200,000,000. Any Incremental Facility (a) shall rank pari passu in right of payment and of security with the Loans, in each case, (b) shall not mature earlier than the Maturity Date or have a weighted average life (if applicable) which shall comply with Section 2.1(d)is shorter than the then remaining average life of the Loans, and (ivc) shall otherwise be on terms and pursuant to documentation to be determined by the Borrower and the Persons willing to provide such Incremental Facility, provided that (A) to the extent such terms and documentation are not consistent with the Facility (other than with respect to pricing, amortization and maturity) they shall be reasonably satisfactory to the Administrative Agent and (B) if the Applicable Margin (which term for such Incremental Term Loans; provided, that if the total yield (calculated for both the Incremental Term Loans and the existing Loans, including the upfront fees, purposes of this Section 2.20 shall include any interest rate floors and any OID (as defined below but excluding any arrangement, underwriting or similar fee paid by the Borrower)) in respect of any Incremental Term Loans exceeds the total yield for the existing Loans (it being understood that any such increase may take the form of original issue discount (“OID”)) or upfront fees (which shall be deemed to constitute like amounts of OID) payable by the Borrower to the lenders under Facility or the Incremental Facility, as applicable, in the primary syndication thereof (with OID being equated to the interest rates in a manner determined by the Administrative Agent based on an assumed fourthree-year life to maturity)) relating to any Incremental Facility exceeds the Applicable Margin relating to the Facility immediately prior to the effectiveness of the applicable Incremental Amendment, the Applicable Margin for relating to the existing Loans Facility shall be increased so that adjusted to equal the total yield in respect of Applicable Margin relating to such Incremental Term Loans is not greater than 50 basis points higher than Facility. Each notice from the total yield for Borrower pursuant to this Section 2.20 shall set forth the requested amount and proposed terms of the relevant Incremental Facility and the Lenders or other Persons willing to provide the Incremental Facility. The Incremental Facility may be provided by any existing Loans. Notwithstanding Lender or by any Eligible Assignee selected by the foregoingBorrower (any such other financial institution or fund being called an “Additional Lender”), (i) provided that the Administrative Agent shall have received (A) additional new assets as Collateral and Covered Assets, consisting of assets that are of the type included in the Collateral and Covered Assets, and in the manner and pursuant to such documentation provided, on the Closing Date and otherwise reasonably acceptable to the Administrative Agent and the increasing Bank or New Bank, as applicable, such that the Collateral Coverage Ratio as of the Increased Facility Closing Date, after giving pro forma effect to such addition, shall be equal to or greater than the Collateral Coverage Ratio as of the last Collateral Report, which shall have been in all cases equal to or greater than 1.25 to 1.00 and (B) an updated Collateral and Covered Asset List to reflect such additional new assets, and (ii) without the consent of the Administrative Agent, each increase effected pursuant to this paragraph shall be in a minimum amount of at least $10,000,000. No Bank shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion. (b) Any additional bank, financial institution or other entity which, with the consent of the Borrower and the Administrative Agent, elects to become a “Bank” under this Agreement in connection with any transaction described in Section 2.19(a) shall execute a New Bank Supplement (each, a “New Bank Supplement”), substantially in the form of Exhibit M-2, whereupon such bank, financial institution or other entity (a “New Bank”) shall become a Bank for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement. (c) Notwithstanding anything to the contrary in this Agreement, each of the parties hereto hereby agrees that, on each Increased Facility Activation Date, this Agreement shall be amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Incremental Term Loans evidenced thereby. Any such deemed amendment may be effected in writing by the Administrative Agent with the Borrower’s consent consented (not to be unreasonably withheld) to such Lender’s or Additional Lender’s providing such Incremental Facility if such consent would be required under Section 10.6 for an assignment of Loans to such Lender or Additional Lender. Commitments in respect of Incremental Facilities shall become Commitments under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and furnished the Administrative Agent pursuant to Section 10.1(e) hereof. The Incremental 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 the Administrative Agent and the Borrower, to effect the provisions of this Section 2.20. The effectiveness of any Incremental Amendment shall be subject to the satisfaction on the date thereof (each, an “Incremental Facility Closing Date”) of each of the conditions set forth in Section 5.2 (it being understood that all references to the Delayed Draw Funding Date or similar language in such Section 5.2 shall be deemed to refer to the effective date of such Incremental Amendment) and such other conditions as the parties heretothereto shall agree. The Borrower will use the proceeds of the Incremental Facilities for any purpose not prohibited by this Agreement. No Lender shall be obligated to provide any Incremental Facility, unless it so agrees. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to this paragraph.

Incremental Facility. (1) The parties hereto agree that any Borrower may, at any time (provided that no Default or Event of Default has occurred and is continuing), give notice in writing to the Agent as provided in this Section 2.12 (each, an “Incremental Facility Notice”) requesting the addition of up to a maximum of two new term credit facilities hereunder (collectively, the “Incremental Facilities” and each, an “Incremental Facility”). Each Incremental Facility shall be in a minimum aggregate principal amount of U.S. $25,000,000 (or the Equivalent Cdn. $ Amount), provided that the aggregate principal amount of both Incremental Facilities taken together shall not at any time exceed U.S. $100,000,000 (or the Equivalent Cdn. $ Amount). If the first Incremental Facility is in an amount greater than U.S. $75,000,000 (or the Equivalent Cdn. $ Amount), no further Incremental Facility Notice may be given. (2) Each Incremental Facility Notice shall specify, in respect of the proposed Incremental Facility (i) one or more Lenders or one or more other financial institutions (which shall be acceptable to the Agent) (each, an “Incremental Lender” and, collectively, the “Incremental Lenders”) that have indicated their willingness to make commitments under such Incremental Facility, (ii) such Incremental Lender’s proposed commitment in respect of such Incremental Facility (each, a “Lender’s Incremental Commitment”), and (iii) the requested amount of the proposed Incremental Facility (which amount shall be in compliance with Section 2.12(1)). It is understood and agreed that no Incremental Lender shall be obligated to provide an Incremental Commitment and make advances thereunder until such Incremental Lender has executed an Incremental Amending Agreement as provided in Section 2.12(4) and all the conditions precedent to the effectiveness of such Incremental Amending Agreement specified in Section 2.12(5) have been satisfied. (3) The parties hereto agree that the terms and conditions of each Incremental Facility shall be as follows: (a) The Borrower and any one or more Banks (including any New Bank (as defined below)) may from time to time before the Maturity Date agree that such Banks shall make, obtain or increase the amount of their each Incremental Term Loans by executing and delivering Facility shall, subject to Section 2.12(1), be equal to the Administrative Agent aggregate amount of each Lender’s Incremental Commitment in respect of such Incremental Facility (collectively, the “Incremental Commitment”); (b) accommodations under each Incremental Facility shall be made available as Eurodollar Rate advances, ABR advances, Drawings or Canadian Prime Rate advances or a combination thereof; (c) the Borrowers shall use the proceeds of accommodations under each Incremental Facility solely for working capital purposes, general corporate purposes, to fund Investments permitted under clauses (e), (g) and (h) of the definition of “Permitted Investments” or to fund Distributions permitted under Sections 8.02(g)(v)(x) and 8.02(g)(vi)(x), provided that the proceeds of accommodations under each Incremental Facility shall not be used for any purpose which would constitute the giving of unlawful financial assistance by any Subsidiary incorporated in England and Wales under sections 151-158 Companies A▇▇ ▇▇▇▇ (an Increased English statute); (d) the Borrowers shall not, directly or indirectly, use the proceeds of accommodations under any Incremental Facility Activation Notice specifying to repay or prepay Accommodations Outstanding under the Operating Facility or Term B Facility. (e) the Incremental Facilities shall not revolve and any amount repaid or prepaid thereunder shall not be reborrowed and shall permanently reduce the Incremental Commitment under the applicable Incremental Facility by the amount repaid or prepaid, as the case may be; (f) subject to Section 2.12(3)(j), the accommodations outstanding under any Incremental Facility shall have a final maturity date that is no earlier than the Relevant Repayment Date in respect of the Operating Facility; (g) the interest payable on a type of advance under any Incremental Facility (the “Applicable Incremental Rate”) shall be no greater than the sum of (i) the amount interest payable on the same type of such increaseadvance under the Term B Facility pursuant to the provisions of this Agreement at the relevant time (the “Applicable Term B Rate”), and (ii) 0.25%; notwithstanding the foregoing, the Applicable Incremental Rate may exceed the Applicable Term B Rate immediately prior to the effectiveness of the applicable Increased Facility Closing DateIncremental Amending Agreement by more than 0.25%, provided, however, that the Applicable Term B Rate shall be adjusted automatically to be equal to the Applicable Incremental Rate minus 0.25%, with such adjustment to take effect upon the effectiveness of the applicable Incremental Amending Agreement; (iiih) the applicable maturity date Agent shall give each Term B Lender prompt written notice of any adjustment to the Applicable Term B Rate made pursuant to Section 2.12(3)(g). (i) the Incremental Facilities shall rank pari passu in right of payment and of security with the Operating Facility, the Term B Facility and the amortization schedule for such obligations pursuant to the Eligible Hedging Agreements, if any; (j) each Incremental Facility shall be treated substantially the same as (and in any event no more favourable than) the Term LoansB Facility (including in respect of mandatory prepayments and optional repayments or prepayments and covenants); provided that (i) if each Incremental Lender participating in an Incremental Facility is resident in Canada or is an “authorized foreign bank” which will receive all amounts paid or credited to it under any Incremental Facility in respect of its Canadian banking business, in each case, for the purposes of the ITA and only SGC is permitted to request advances thereunder, such Incremental Facility may have an amortization schedule which shall comply with is more favourable to the Incremental Lenders participating in such Incremental Facility than the amortization schedule applicable to the Term B Facility pursuant to Section 2.1(d2.04(3), and (ivii) the Applicable Margin for in all other cases and subject to Section 2.12(3)(k), such Incremental Term Loans; provided, that if the total yield (calculated for both Facility must have an amortization schedule which is not more favourable to the Incremental Lenders participating in such Incremental Facility than the amortization schedule applicable to the Term Loans B Facility pursuant to Section 2.04(3) and the existing Loans, including final maturity date shall be no earlier than the upfront fees, any interest rate floors and any OID (as defined below but excluding any arrangement, underwriting or similar fee paid by the Borrower)) Relevant Repayment Date in respect of the Term B Facility; (k) the terms and conditions of each Incremental Facility (including with respect to maturity, amortization and mandatory prepayments) shall to the extent possible be structured to avoid the risk that interest payments thereon would be subject to any Incremental Term Loans exceeds the total yield for the existing Loans withholding tax (it being understood that any payments of interest made to “authorized foreign banks” will be subject to gross-up and indemnity provisions contained in Section 11.07); and (l) such increase may take other terms and conditions agreed to by the form of original issue discount (“OID”Borrowers, the Incremental Lenders and the Agent, which terms and conditions shall not, taken as a whole, in any event, subject to the proviso in Section 2.12(3)(j), with OID being equated to the interest rates in a manner determined by the Administrative Agent based on an assumed four-year life to maturity), the Applicable Margin for the existing Loans shall be increased so that the total yield in respect of such Incremental Term Loans is not greater than 50 basis points higher more onerous or more extensive than the total yield for the existing Loans. Notwithstanding the foregoing, (i) the Administrative Agent shall have received (A) additional new assets as Collateral terms and Covered Assets, consisting of assets that are of the type included conditions set out in the Collateral and Covered Assets, and in the manner and pursuant to such documentation provided, on the Closing Date and otherwise reasonably acceptable to the Administrative Agent and the increasing Bank or New Bank, as applicable, such that the Collateral Coverage Ratio as of the Increased Facility Closing Date, after giving pro forma effect to such addition, shall be equal to or greater than the Collateral Coverage Ratio as of the last Collateral Report, which shall have been in all cases equal to or greater than 1.25 to 1.00 and (B) an updated Collateral and Covered Asset List to reflect such additional new assets, and (ii) without the consent of the Administrative Agent, each increase effected pursuant to this paragraph shall be in a minimum amount of at least $10,000,000. No Bank shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion. (b) Any additional bank, financial institution or other entity which, with the consent of the Borrower and the Administrative Agent, elects to become a “Bank” under this Agreement in connection with any transaction described in Section 2.19(a) shall execute a New Bank Supplement (each, a “New Bank Supplement”), substantially in the form of Exhibit M-2, whereupon such bank, financial institution or other entity (a “New Bank”) shall become a Bank for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement. (c4) Notwithstanding anything The parties hereto agree that in order to establish an Incremental Facility, an amending agreement to this Agreement in form and substance satisfactory to the contrary in this Agent (an “Incremental Amending Agreement”) shall be executed by the Borrowers, each the Incremental Lenders and the Agent and, without the consent of the parties hereto hereby agrees thatany other Lender Parties, on each Increased Facility Activation Date, shall effect such amendments to this Agreement shall be amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Incremental Term Loans evidenced thereby. Any such deemed amendment may be effected in writing by the Administrative Agent with the Borrower’s consent (not to be unreasonably withheld) and furnished to the other parties heretoCredit Documents as may be necessary or desirable, in the opinion of the Agent, to establish such Incremental Facility in accordance with the provisions of this Section 2.12.

Incremental Facility. (a) The Borrower and any one or more Banks (including any New Bank (as defined below)) may may, from time to time before request that the Maturity Date agree that such Banks shall make, obtain or increase the aggregate amount of their Incremental Term Loans the Commitments be increased (x) by executing and delivering having an existing Lender agree in its sole discretion to increase its then existing Commitment (an “Increase Lender”) and/or (y) by adding as a new Lender hereunder any Person (each such Person, an “Assuming Lender”) approved by the Administrative Agent an Increased Facility Activation Notice specifying and each Issuing Bank (iin each case, such approval not to be unreasonably withheld or delayed) that shall agree to provide a Commitment hereunder (each such proposed increase pursuant to the amount of such increase, foregoing clauses (iix) the applicable Increased Facility Closing Date, and (iiiy) the applicable maturity date and the amortization schedule for such Incremental Term Loansbeing a “Commitment Increase”), in each case, by notice to the Administrative Agent specifying the amount of the relevant Commitment Increase, the Increase Lender(s) and/or Assuming Lender(s) providing such Commitment Increase and the date on which such Commitment Increase is to be effective (the “Increase Date”), which shall comply be a Business Day at least three Business Days after delivery of such notice; provided, however, that: (i) the minimum amount of each Commitment Increase shall be $10,000,000 or a larger multiple of $5,000,000; (ii) the aggregate amount of all Commitment Increases hereunder, shall not exceed $3,000,000,000. (iii) both at the time of any such request and upon the effectiveness of any Commitment Increase, no Default or Event of Default shall have occurred and be continuing or would result from such proposed Commitment Increase (provided that, with respect to any Commitment Increase the primary purpose of which is to finance a Limited Condition Transaction, the requirement pursuant to this Section 2.1(d2.18(a)(iii) shall be that no Event of Default under clauses (a) or (b) of Article 7 or, solely with respect to the Borrower, clauses (h) or (i) of Article 7, shall exist after giving effect to such Commitment Increase), and ; (iv) the Applicable Margin for such Incremental Term Loans; provided, that if representations and warranties set forth in Article 3 and in the total yield other Loan Documents shall be true and correct in all material respects (calculated for both the Incremental Term Loans and the existing Loans, including the upfront fees, any interest rate floors and any OID (as defined below but excluding any arrangement, underwriting or similar fee paid by the Borrower)) in respect without duplication of any Incremental Term Loans exceeds the total yield for the existing Loans materiality qualifier contained therein) immediately prior to, and after giving effect to, such Commitment Increase as if made on and as of such date (it being understood that or, if any such increase may take the form representation or warranty is expressly stated to have been made as of original issue discount a specific date, as of such specific date (“OID”)provided that, with OID being equated respect to any Commitment Increase the interest rates in primary purpose of which is to finance a manner Limited Condition Transaction, the only representations and warranties, the breach or inaccuracy of which shall be a condition to funding, shall be customary “Sungard” representations and warranties (with such representations and warranties to be reasonably determined by the Administrative Agent based Lenders providing such Commitment Increase); and (v) any Commitment Increase shall be on an assumed four-year life terms that are identical to maturity), the Applicable Margin for the existing Loans shall be increased so that Commitments. Each notice by the total yield in respect of such Incremental Term Loans is not greater than 50 basis points higher than the total yield for the existing Loans. Notwithstanding the foregoing, (i) the Administrative Agent shall have received (A) additional new assets as Collateral and Covered Assets, consisting of assets that are of the type included in the Collateral and Covered Assets, and in the manner and pursuant to such documentation provided, on the Closing Date and otherwise reasonably acceptable to the Administrative Agent and the increasing Bank or New Bank, as applicable, such that the Collateral Coverage Ratio as of the Increased Facility Closing Date, after giving pro forma effect to such addition, shall be equal to or greater than the Collateral Coverage Ratio as of the last Collateral Report, which shall have been in all cases equal to or greater than 1.25 to 1.00 and (B) an updated Collateral and Covered Asset List to reflect such additional new assets, and (ii) without the consent of the Administrative Agent, each increase effected pursuant to Borrower under this paragraph shall be deemed to constitute a representation and warranty by the Borrower as to the matters specified in a minimum amount of at least $10,000,000clause (iv) above. No Bank Notwithstanding anything herein to the contrary, no Lender shall have any obligation hereunder to participate in become an Increase Lender and any increase described in this paragraph unless it agrees election to do so shall be in its the sole discretiondiscretion of each Lender. (b) Any additional bank, financial institution or other entity which, with Each Commitment Increase (and the consent increase of the Borrower Commitment of each Increase Lender and/or the new Commitment of each Assuming Lender, as applicable, resulting therefrom) shall become effective as of the relevant Increase Date upon receipt by the Administrative Agent, on or prior to 12:00 noon, New York City time, on such Increase Date, of (i) a certificate of a Financial Officer stating that the conditions with respect to such Commitment Increase under this Section 2.18 have been satisfied, (ii) an agreement (a “Commitment Increase Supplement”), in form and substance reasonably satisfactory to the Borrower, each Increase Lender, each Assuming Lender and the Administrative Agent, elects pursuant to become which, effective as of such Increase Date, as applicable, the Commitment of each such Increase Lender shall be increased or each such Assuming Lender shall undertake a “Bank” under this Agreement Commitment, in each case duly executed by such Increase Lender or Assuming Lender, as the case may be, and the Borrower and acknowledged by the Administrative Agent and (iii) such certificates, legal opinions or other documents from the Borrower reasonably requested by the Administrative Agent in connection with such Commitment Increase. Upon the Administrative Agent’s receipt of a fully executed Commitment Increase Supplement from each Increase Lender and/or Assuming Lender referred to in clause (ii) above, together with the certificates, legal opinions and other documents referred to in clauses (i) and (iii) above, the Administrative Agent shall record the information contained in each such agreement in the Register and give prompt notice of the relevant Commitment Increase to the Borrower and the Lenders (including, if applicable, each Assuming Lender). At the election of the Administrative Agent in its sole discretion, any transaction described Loans outstanding on such Increase Date shall be reallocated among the Lenders (with Lenders making any required payments to each other) to the extent necessary to keep the outstanding Loans ratable with any revised pro rata shares of such Lenders arising from any nonratable increase in the Commitments under this Section 2.19(a2.18. Upon each such Commitment Increase, the participation interests of the Lenders in the then outstanding Letters of Credit shall automatically be adjusted to reflect, and each Lender (including, if applicable, each Assuming Lender) shall execute have a New Bank Supplement (eachparticipation in each such Letter of Credit equal to, a “New Bank Supplement”), substantially in the form Lenders’ respective Applicable Percentage of Exhibit M-2, whereupon the aggregate amount available to be drawn under such bank, financial institution or other entity (a “New Bank”) shall become a Bank for all purposes and Letter of Credit after giving effect to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreementsuch increase. (c) Notwithstanding anything This Section shall supersede any provisions in Section 2.15 or Section 9.02 to the contrary in this Agreement, each of the parties hereto hereby agrees that, on each Increased Facility Activation Date, this Agreement shall be amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Incremental Term Loans evidenced thereby. Any such deemed amendment may be effected in writing by the Administrative Agent with the Borrower’s consent (not to be unreasonably withheld) and furnished to the other parties heretocontrary.

Incremental Facility. (a) The Subject to the terms and conditions set forth herein, the Parent Borrower shall have the right, at any time and any one or more Banks (including any New Bank (as defined below)) may from time to time before during the Maturity period from the Closing Date agree that such Banks shall makeuntil the second anniversary of the Closing Date (but not to exceed three (3) increases in the aggregate), obtain or to incur additional Indebtedness under this Agreement in the form of an increase to the Revolving Committed Amount (each an "Incremental Facility") by an aggregate amount of their up to $25,000,000. The following terms and conditions shall apply to each Incremental Term Loans by executing Facility: (a) the loans made under any such Incremental Facility (each an "Additional Loan") shall constitute Borrowers' Obligations and delivering will be secured and guaranteed with the other Borrowers' Obligations on a pari passu basis, (b) any such Incremental Facility shall have the same terms (including interest rate and maturity date) as the existing Revolving Loans, (c) any such Incremental Facility shall be entitled to the Administrative Agent an Increased Facility Activation Notice specifying (i) same voting rights as the amount existing Revolving Loans and shall be entitled to receive proceeds of such increaseprepayments on the same basis as the existing Revolving Loans, (iid) the applicable Increased Facility Closing Date, (iii) the applicable maturity date and the amortization schedule for any such Incremental Term LoansFacility shall be obtained from existing Lenders or from other banks, financial institutions or investment funds, in each casecase in accordance with the terms set forth below, which (e) any such Incremental Facility shall comply with Section 2.1(d)be in a minimum principal amount of $5,000,000 and integral multiples of $1,000,000 in excess thereof, and (ivf) the Applicable Margin proceeds of any Additional Loan will be used for the purposes set forth in Section 3.11, (g) the Borrowers shall execute such promissory notes as are necessary to reflect the Additional Loans under any such Incremental Term Loans; providedFacility, that if (h) the total yield (calculated for both the Incremental Term Loans conditions to Extensions of Credit in Section 4.2 shall have been satisfied and the existing Loans, including the upfront fees, any interest rate floors and any OID (as defined below but excluding any arrangement, underwriting or similar fee paid by the Borrower)) in respect of any Incremental Term Loans exceeds the total yield for the existing Loans (it being understood that any such increase may take the form of original issue discount (“OID”), with OID being equated to the interest rates in a manner determined by the Administrative Agent based on an assumed four-year life to maturity), the Applicable Margin for the existing Loans shall be increased so that the total yield in respect of such Incremental Term Loans is not greater than 50 basis points higher than the total yield for the existing Loans. Notwithstanding the foregoing, (i) the Administrative Agent shall have received (A) additional new assets as Collateral from the Parent Borrower updated financial projections and Covered Assetsan officer's certificate, consisting of assets that are in each case in form and substance reasonably satisfactory to the Administrative Agent, demonstrating that, after giving effect to any such Incremental Facility on a pro forma basis, the Borrowers will be in compliance with the financial covenants set forth in Section 5.9. Participation in the Incremental Facility shall be offered first to each of the type included in existing Lenders, but each such Lender shall have no obligation to provide all or any portion of the Collateral and Covered Assets, and in Incremental Facility. If the manner and pursuant amount of the Incremental Facility requested by the Parent Borrower shall exceed the commitments which the existing Lenders are willing to provide with respect to such documentation providedIncremental Facility, on then the Closing Date Parent Borrower may invite other banks, financial institutions and otherwise investment funds reasonably acceptable to the Administrative Agent and to join this Agreement as Lenders hereunder for the increasing Bank or New Bankportion of such Incremental Facility not taken by existing Lenders, as applicable, provided that such that the Collateral Coverage Ratio as of the Increased Facility Closing Date, after giving pro forma effect to such addition, shall be equal to or greater than the Collateral Coverage Ratio as of the last Collateral Report, which shall have been in all cases equal to or greater than 1.25 to 1.00 and (B) an updated Collateral and Covered Asset List to reflect such additional new assets, and (ii) without the consent of the Administrative Agent, each increase effected pursuant to this paragraph shall be in a minimum amount of at least $10,000,000. No Bank shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion. (b) Any additional bankother banks, financial institution or other entity which, with the consent of the Borrower institutions and the Administrative Agent, elects investment funds shall enter into such joinder agreements to become a “Bank” under this Agreement in connection with any transaction described in Section 2.19(a) shall execute a New Bank Supplement (each, a “New Bank Supplement”), substantially in the form of Exhibit M-2, whereupon such bank, financial institution or other entity (a “New Bank”) shall become a Bank for all purposes and to the same extent give effect thereto as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement. (c) Notwithstanding anything to the contrary in this Agreement, each of the parties hereto hereby agrees that, on each Increased Facility Activation Date, this Agreement shall be amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Incremental Term Loans evidenced thereby. Any such deemed amendment may be effected in writing by the Administrative Agent with and the Borrower’s consent (not Parent Borrower may reasonably request. The Administrative Agent is authorized to enter into, on behalf of the Lenders, any amendment to this Agreement or any other Credit Document as may be unreasonably withheld) and furnished necessary to incorporate the other parties heretoterms of any new Incremental Facility therein.

Incremental Facility. At any time prior to the second anniversary of the date hereof, the Borrowers may, by written notice (a"INCREMENTAL FACILITY NOTICE") The Borrower and any one or more Banks (including any New Bank (as defined below)) may from time to time before the Maturity Date agree that such Banks shall make, obtain or increase the amount of their Incremental Term Loans by executing and delivering to the Administrative Agent (which shall promptly deliver a copy to each of the Lender Parties), request the addition of one or more additional term facilities (each an Increased "INCREMENTAL FACILITY" and together, the "INCREMENTAL FACILITIES"). Each Incremental Facility Activation Notice specifying shall be in an aggregate principal amount of not less than $100 million and all of which together shall be in an aggregate principal amount not to exceed $650 million. The Incremental Facilities (i) shall be a Term Facility for all purposes hereunder (and references to the amount of such increase, (ii) Term Facility and Term Advances shall be deemed as the applicable Increased Facility Closing Date, (iii) the applicable maturity date and the amortization schedule for such Incremental Term Loans, in each case, which shall comply with Section 2.1(d), and (iv) the Applicable Margin for such Incremental Term Loans; provided, that if the total yield (calculated for both context requires to include reference to the Incremental Term Loans and the existing Loans, including the upfront fees, any interest rate floors and any OID (as defined below but excluding any arrangement, underwriting or similar fee paid by the Borrower)Facilities) in respect of any Incremental Term Loans exceeds the total yield for the existing Loans (it being understood that any such increase may take the form of original issue discount (“OID”), with OID being equated to the interest rates in a manner determined by the Administrative Agent based on an assumed four-year life to maturity), the Applicable Margin for the existing Loans shall be increased so that the total yield in respect of such Incremental Term Loans is not greater than 50 basis points higher than the total yield for the existing Loans. Notwithstanding the foregoing, (i) the Administrative Agent shall have received (A) additional new assets as Collateral and Covered Assets, consisting of assets that are of the type included in the Collateral and Covered Assets, and in the manner and pursuant to such documentation provided, on the Closing Date and otherwise reasonably acceptable to the Administrative Agent and the increasing Bank or New Bank, as applicable, such that the Collateral Coverage Ratio as of the Increased Facility Closing Date, after giving pro forma effect to such addition, shall be equal to or greater than the Collateral Coverage Ratio as of the last Collateral Report, which shall have been in all cases equal to or greater than 1.25 to 1.00 and (B) an updated Collateral and Covered Asset List to reflect such additional new assets, and (ii) without shall have such pricing as may be agreed by the consent Borrowers and the Lender Parties providing such Incremental Facilities and shall otherwise have the same terms as the Term Advances (and references to the Term Facility and Term Advances shall be deemed as the context requires to include reference to the Incremental Facilities) including the same Termination Date and the same proportional amortization as the remaining Term Advances or such later termination date and longer proportional amortization terms as shall be agreed by the Borrowers and the Incremental Lenders providing such Incremental Facility. Any such Incremental Facility shall be offered, first, on a pro rata basis to existing Lenders, and to the extent that such Lenders do not commit within 15 days of the Administrative AgentIncremental Facility Notice for any such Incremental Facility, each increase effected the Borrowers shall have the right to arrange for one or more banks or other financial institutions acceptable to the Agents (any such bank or other financial institution, an "ADDITIONAL LENDER") to extend commitments to provide the Incremental Facility in an aggregate amount equal to the amount, if any, by which the commitments by the Lenders to provide such Incremental Facility is less than the amount thereof requested by the Borrowers pursuant to the terms of this paragraph Section 2.05(c). Commitments in respect of an Incremental Facility shall be in a minimum amount of at least $10,000,000. No Bank shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion. (b) Any additional bank, financial institution or other entity which, with the consent of the Borrower and the Administrative Agent, elects to become a “Bank” "Commitments" under this Agreement in connection with any transaction described in Section 2.19(a) shall execute a New Bank Supplement (each, a “New Bank Supplement”), substantially in the form of Exhibit M-2, whereupon such bank, financial institution or other entity (a “New Bank”) shall become a Bank for all purposes and pursuant to the same extent as if originally a party an amendment hereto and shall be bound executed by and entitled to the benefits of this Agreement. (c) Notwithstanding anything to the contrary in this Agreement, each of the parties hereto hereby agrees thatBorrowers, on each Increased Facility Activation DateLender Party agreeing to provide such Commitment, this Agreement shall be amended to each Additional Lender, if any, the extent (but only to Issuing Banks and the extent) necessary to reflect the existence Agents and terms of the Incremental Term Loans evidenced thereby. Any such deemed amendment may be effected in writing by the Administrative Agent with the Borrower’s consent (not to be unreasonably withheld) and furnished amendments to the other parties heretoLoan Documents as the Agents shall reasonably deem appropriate to effect such purpose. The effectiveness of such amendment and the commitments in respect of each Incremental Facility shall be subject to the satisfaction on the date thereof and, if different, on the date on which Advances under the Incremental Facility are made, of each of the conditions set forth in Section 3.02.

Incremental Facility. (a) The Subject to the terms and conditions set forth herein, the Borrower and shall have the right, at any one or more Banks (including any New Bank (as defined below)) may time from time to time before during the Maturity Date agree that such Banks shall make, obtain or increase Commitment Period and after the amount of their Incremental Term Loans by executing and delivering to the Administrative Agent an Increased Facility Activation Notice specifying (i) the amount of such increase, (ii) the applicable Increased Facility Closing Second Amendment Effective Date, (iii) the applicable maturity date and the amortization schedule for such Incremental Term Loans, to incur additional Indebtedness under this Credit Agreement in each case, which shall comply with Section 2.1(d), and (iv) the Applicable Margin for such Incremental Term Loans; provided, that if the total yield (calculated for both the Incremental Term Loans and the existing Loans, including the upfront fees, any interest rate floors and any OID (as defined below but excluding any arrangement, underwriting or similar fee paid by the Borrower)) in respect of any Incremental Term Loans exceeds the total yield for the existing Loans (it being understood that any such increase may take the form of original issue discount term loans (each, an “OIDIncremental Term Loan”), with OID being equated ) and/or increases to the Revolving Committed Amount (each, an “Incremental Revolver”; each Incremental Term Loan and Incremental Revolver, an “Incremental Facility”) by an aggregate amount of up to $150,000,000. The following terms and conditions shall apply to each Incremental Facility: (a) the loans made under any such Incremental Facility (each an “Additional Loan”) shall constitute Credit Party Obligations and will be secured and guaranteed with the other Credit Party Obligations on a pari passu basis, (b) any such Additional Loans (1) made pursuant to an Incremental Revolver shall have the same terms (including interest rates in a manner determined by rate, maturity date, voting rights and rights to receive the Administrative Agent based on an assumed four-year life to maturity), the Applicable Margin for proceeds of prepayments) as the existing Revolving Loans and shall be increased so that the total yield in respect of such considered Revolving Loans hereunder and (2) made pursuant to an Incremental Term Loans is not greater than 50 basis points higher than the total yield for the existing Loans. Notwithstanding the foregoing, (i) the Administrative Agent Loan shall have received terms (Aincluding interest rate, maturity date, voting rights, rights to receive the proceeds of prepayments and amortization) additional new assets as Collateral and Covered Assets, consisting of assets that are of the type included in the Collateral and Covered Assets, and in the manner and pursuant to such documentation provided, on the Closing Date and otherwise reasonably acceptable to be agreed upon by the Administrative Agent and the increasing Bank or New BankBorrower at the time of such Incremental Term Loan, as applicable, such that the Collateral Coverage Ratio as of the Increased (c) each Incremental Facility Closing Date, after giving pro forma effect to such addition, shall be equal to or greater than the Collateral Coverage Ratio as of the last Collateral Report, which shall have been in all cases equal to or greater than 1.25 to 1.00 and (B) an updated Collateral and Covered Asset List to reflect such additional new assets, and (ii) without the consent of the Administrative Agent, each increase effected pursuant to this paragraph shall be in a minimum principal amount of at least $10,000,000. No Bank shall have 50,000,000 and integral multiples of $10,000,000 in excess thereof, (d) the proceeds of any obligation to participate Additional Loan will be used for the purposes set forth in any increase described in this paragraph unless it agrees to do so in its sole discretion. Section 3.11, (be) Any additional bank, financial institution or other entity which, with the consent of the Borrower and the Administrative Agent, elects to become a “Bank” under this Agreement in connection with any transaction described in Section 2.19(a) shall execute a New Bank Supplement (each, a “New Bank Supplement”), substantially in the form of Exhibit M-2, whereupon such bank, financial institution or other entity (a “New Bank”) shall become a Bank for all purposes and to the same extent promissory notes as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement. (c) Notwithstanding anything to the contrary in this Agreement, each of the parties hereto hereby agrees that, on each Increased Facility Activation Date, this Agreement shall be amended to the extent (but only to the extent) are necessary to reflect the existence and terms Additional Loans under any such Incremental Facility, (f) before any Additional Loans are made, the conditions to Extensions of the Incremental Term Loans evidenced thereby. Any such deemed amendment may be effected Credit in writing by the Administrative Agent with the Borrower’s consent Section 4.2 shall have been satisfied, (not to be unreasonably withheldg) and furnished to the other parties hereto.no Default or Event of Default shall then exist or would

Incremental Facility. (a) The Borrower and any one may, on or more Banks (including any New Bank (as defined below)) may from time to time before after the Maturity Date agree that such Banks shall makeClosing Date, obtain or increase the amount of their Incremental Term Loans by executing and delivering notice to the Administrative Agent an Increased Facility Activation Notice specifying (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request one tranche of new Indebtedness (either in the form of second lien subordinated term loans or second lien secured subordinated notes) in a separate facility from the outstanding Term Loans (the “Incremental Facility”), provided that (i) both at the time of any such request and after giving effect to the effectiveness and funding of the Incremental Facility, no Default or Event of Default shall exist and at the time that any such Incremental Facility is made or effected (and after giving effect thereto), the conditions in Section 5.15 shall be satisfied and (ii) the Final Order Entry Date shall have occurred. (b) The aggregate principal amount of such increaseall Indebtedness under the Incremental Facility shall not exceed $3,000,000,000 (the “Incremental Limit”). (c) Indebtedness under the Incremental Facility (i) shall rank junior in right of payment and of security with all Term Loans, (ii) shall not mature earlier than the applicable Increased Facility Closing Latest Maturity Date (after giving effect to any and all extensions provided for in the proviso in the definition of “Maturity Date” whether or not such extensions have actually become effective) and shall require no scheduled amortization, (iii) shall have interest rates, interest margins, rate floors, fees, funding discounts and premiums determined by the applicable maturity date Borrower and the amortization schedule for such Incremental Term Loanslenders thereof, in each case, which shall comply with Section 2.1(d), and (iv) the Applicable Margin for such exceptions and “baskets” to the covenants and events of default under the Incremental Facility will be increased from the corresponding exceptions and “baskets” herein in a manner reasonably satisfactory to the Administrative Agent, and (v) may have terms and conditions different from those of the Term Loans; providedprovided that, that if except with respect to the total yield differences set forth in clauses (calculated for both ii) and (iii) above or with respect to immaterial terms, any differences must be reasonably acceptable to the Administrative Agent. (d) The principal amount of the Incremental Term Loans Facility (including any principal amount arising in connection with “pay-in-kind” fees or interest) shall not be required to be repaid in cash; and, subject to the proviso to this clause (d), at the final maturity of the Incremental Facility (which shall occur at the exit of the EFIH Debtors from the Cases), the principal amount (including any principal amount arising in connection with “pay-in-kind” fees or interest) of the Indebtedness under the Incremental Facility shall be converted into equity in accordance with an Acceptable Reorganization Plan; provided that nothing herein shall prevent a refinancing and/or repayment of the Incremental Facility at the exit of the EFIH Debtors from the Cases if (x) such refinancing and/or repayment occurs after the Obligations (other than Hedging Obligations under Secured Hedging Agreements and/or Cash Management Obligations under the Secured Cash Management Agreements or Contingent Obligations) have been repaid in full in cash and (y) the Acceptable Reorganization Plan permits the Borrower to make such repayment and/or incur Indebtedness to refinance the Incremental Facility. (e) The proceeds of the Incremental Facility shall be used solely to repay in full the Prepetition Second Lien Obligations, and all interest, premium, fees, and expenses incurred in connection with such repayment and the incurrence of the Incremental Facility. (f) The notice from the Borrower pursuant to this Section 2.13 shall set forth the requested amount and proposed terms of the Incremental Facility. The Incremental Facility may be provided by any existing Loans, including the upfront fees, any interest rate floors and any OID (as defined below but excluding any arrangement, underwriting or similar fee paid by the Borrower)) in respect of any Incremental Term Loans exceeds the total yield for the existing Loans Lender (it being understood that any such increase may take the form of original issue discount (“OID”), with OID being equated to the interest rates in a manner determined by the Administrative Agent based on an assumed four-year life to maturity), the Applicable Margin for the existing Loans shall be increased so that the total yield in respect of such Incremental Term Loans is not greater than 50 basis points higher than the total yield for the existing Loans. Notwithstanding the foregoing, (i) no existing Lender will have an obligation to make a portion of the Administrative Agent Incremental Facility and (ii) the Borrower shall have received no obligation to offer any existing Lender the opportunity to provide the Incremental Facility). (Ag) additional new assets as Collateral The effectiveness and Covered Assets, consisting of assets that are borrowing of the type included in Incremental Facility shall be subject to the Collateral and Covered Assets, and in the manner and pursuant to such documentation provided, satisfaction on the Closing Date date thereof of the conditions in Section 5.15 and otherwise reasonably such other conditions as the parties thereto shall agree, including the execution of an intercreditor agreement acceptable to the Administrative Agent and the increasing Bank or New Bank, as applicable, such that Lenders under the Collateral Coverage Ratio as of the Increased Facility Closing Date, after giving pro forma effect to such addition, shall be equal to or greater than the Collateral Coverage Ratio as of the last Collateral ReportIncremental Facility, which intercreditor agreement shall have been provide that until the Obligations (other than Hedging Obligations under Secured Hedging Agreements and/or Cash Management Obligations under the Secured Cash Management Agreements or Contingent Obligations) are paid in all cases equal to or greater than 1.25 to 1.00 and (B) an updated Collateral and Covered Asset List to reflect such additional new assetsfull, and (ii) without the consent of the Administrative Agent, each increase effected pursuant to this paragraph shall be in a minimum amount of at least $10,000,000. No Bank shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion. (b) Any additional bank, financial institution or other entity which, with the consent of the Borrower and the Administrative Agent, elects to become a “Bank” under this Agreement in connection with any transaction described in Section 2.19(a) shall execute a New Bank Supplement (each, a “New Bank Supplement”), substantially in the form of Exhibit M-2, whereupon such bank, financial institution or other entity (a “New Bank”) shall become a Bank for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement. (c) Notwithstanding anything to the contrary in this Agreement, each of the parties hereto hereby agrees that, on each Increased Facility Activation Date, this Agreement shall be amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Incremental Term Loans evidenced thereby. Any such deemed amendment may be effected in writing by the Administrative Agent with the Borrower’s consent (not to be unreasonably withheld) will control at all times all remedies and furnished other actions related to the Collateral, and that the secured parties under the Incremental Facility will not be entitled to take any action with respect to the Collateral (other parties heretothan limited actions to preserve and protect the liens securing the Incremental Facility that do not impair the liens securing the Obligations).

Incremental Facility. (a) The Each Borrower and may at any one time or more Banks (including any New Bank (as defined below)) may from time to time before after the Maturity Date agree that such Banks shall makeClosing Date, obtain or increase the amount of their Incremental Term Loans by executing and delivering notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request one or more tranches of term loans (each an Increased “Incremental Term Facility”) or revolving facilities or letter of credit facilities or an increase in the amount of the Revolving Facility Activation Notice specifying (each, an “Incremental Revolving Facility”; together with the Incremental Term Facilities, each an “Incremental Facility”), provided that (i) at the amount time and after the effectiveness of such increaseany Incremental Amendment referred to below, no Default or Event of Default shall have occurred and be continuing, (ii) the Company shall be in compliance with the covenants contained in Section 7.1 determined on a pro forma basis as of the last day of the most recent period of the Company for which financial statements are available as if any term loans under such Incremental Facility had been outstanding and any revolving commitment under such Incremental Facility (to the extent available to make Loans) had been fully used on the last day of such period, (iii) in the case of an Incremental Revolving Facility, the Consolidated Leverage Ratio determined on a pro forma basis as of the last day of the most recent fiscal quarter of the Company for which financial statements are available, determined using the amount of Loans expected to be borrowed under such Incremental Revolving Facility on the effective date thereof, shall be less than 2.75 to 1.0 and (iv) in the case of an Incremental Term Facility, the Consolidated Senior Secured Leverage Ratio, determined on a pro forma basis as of the last day of the most recent fiscal quarter of the Company for which financial statements are available, determined as if any term loans under such Incremental Term Facility had been outstanding on the last day of such period, shall be less than 2.00 to 1.00. Each Incremental Facility shall be in an aggregate principal amount that is not less than $50,000,000 (provided that such amount may be less than $50,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence). Notwithstanding anything to the contrary herein, the aggregate amount of the Incremental Facilities shall not exceed $300,000,000 at any one time outstanding. (i) Any Incremental Facility shall be ratably secured with the Loans, (ii) any Incremental Facility shall not mature earlier than the Revolving Termination Date or have a weighted average life (if applicable Increased and other than for nominal amortization of 1% or less of the principal amount of such Incremental Facility Closing Dateper year) which is shorter than the then remaining weighted average life of the Revolving Facility, (iii) the terms and conditions applicable maturity date and the amortization schedule for such to any Incremental Term Loans, in each caseRevolving Facility (other than with respect to maturity, which shall comply with Section 2.1(dbe governed by the preceding clause (ii)) shall be the same as those applicable to the Revolving Facility other than such terms and conditions which do not apply or relate to any previously existing Facility or other terms reasonably satisfactory to the Administrative Agent, and (iviv)(A) the Applicable Margin for and Facility Fee relating to any Incremental Revolving Facility shall be the same as the Applicable Margin and Facility Fee relating to the Revolving Facility and (B) the Applicable Margin relating to any Incremental Term Facility shall be determined by the Company and the Lenders providing such Incremental Term Loans; provided, that if Facility and (v) any Incremental Facility shall otherwise be on terms and pursuant to documentation to be determined by the total yield (calculated for both the Incremental Term Loans Company and the Persons willing to provide such Incremental Facility, provided that (1) to the extent such terms and documentation are not consistent with the then existing LoansFacilities (other than with respect to pricing, including amortization and maturity) they shall be reasonably satisfactory to the upfront fees, any interest rate floors and any OID (as defined below but excluding any arrangement, underwriting or similar fee paid by the Borrower)) in respect of any Incremental Term Loans exceeds the total yield for the existing Loans Administrative Agent (it being understood that agreed Incremental Term Facilities may contain customary mandatory prepayments, voting rights and prepayment premiums) and (2) in the case of Incremental Term Facilities, if the Applicable Margin (which term for purposes of this Section 2.19 shall include any such increase may take the form of original issue discount (“OID”)) or upfront fees (which shall be deemed to constitute like amounts of OID) payable by the Borrowers to the lenders under, and pricing floors applicable to, any Incremental Term Facility in the primary syndication thereof (with OID being equated to the interest rates in a manner determined by the Administrative Agent based on an assumed four-year life to maturity)) relating to such Incremental Term Facility exceeds the Applicable Margin relating to any then existing Incremental Term Facility immediately prior to the effectiveness of the applicable Incremental Amendment, the Applicable Margin for the relating to such existing Loans Incremental Term Facility shall be increased so that adjusted to equal the total yield in respect of Applicable Margin relating to such subsequent Incremental Term Loans is not greater than 50 basis points higher than Facility minus 0.25% per annum. Each notice from the total yield for Company pursuant to this Section 2.19 shall set forth the requested amount and proposed terms of the relevant Incremental Facility and the Lenders or other Persons willing to provide the Incremental Facility. The Incremental Facility may be provided by any existing Loans. Notwithstanding Lender or by any Eligible Assignee selected by the foregoingCompany (any such other financial institution or fund being called an “Additional Lender”), (i) provided that the Administrative Agent shall have received (A) additional new assets as Collateral and Covered Assets, consisting of assets that are of the type included in the Collateral and Covered Assets, and in the manner and pursuant to such documentation provided, on the Closing Date and otherwise reasonably acceptable to the Administrative Agent and the increasing Bank or New Bank, as applicable, such that the Collateral Coverage Ratio as of the Increased Facility Closing Date, after giving pro forma effect to such addition, shall be equal to or greater than the Collateral Coverage Ratio as of the last Collateral Report, which shall have been in all cases equal to or greater than 1.25 to 1.00 and (B) an updated Collateral and Covered Asset List to reflect such additional new assets, and (ii) without the consent of the Administrative Agent, each increase effected pursuant to this paragraph shall be in a minimum amount of at least $10,000,000. No Bank shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion. (b) Any additional bank, financial institution or other entity which, with the consent of the Borrower and the Administrative Agent, elects to become a “Bank” under this Agreement in connection with any transaction described in Section 2.19(a) shall execute a New Bank Supplement (each, a “New Bank Supplement”), substantially in the form of Exhibit M-2, whereupon such bank, financial institution or other entity (a “New Bank”) shall become a Bank for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement. (c) Notwithstanding anything to the contrary in this Agreement, each of the parties hereto hereby agrees that, on each Increased Facility Activation Date, this Agreement shall be amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Incremental Term Loans evidenced thereby. Any such deemed amendment may be effected in writing by the Administrative Agent with the Borrower’s consent consented (not to be unreasonably withheld) to such Lender’s or Additional Lender’s providing such Incremental Facility if such consent would be required under Section 10.6 for an assignment of Loans to such Lender or Additional Lender. Commitments in respect of Incremental Facilities shall become Commitments under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the applicable Borrower(s), each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and furnished the Administrative Agent pursuant to Section 10.1(e) hereof. The Incremental 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 the Administrative Agent and the Company, to effect the provisions of this Section 2.19. The effectiveness of any Incremental Amendment shall be subject to the satisfaction on the date thereof (each, an “Incremental Facility Closing Date”) of each of the conditions set forth in Section 5.2 (it being understood that all references to the date of making of an Extension of Credit or similar language in such Section 5.2 shall be deemed to refer to the effective date of such Incremental Amendment) and such other conditions as the parties heretothereto shall agree. The Borrowers will use the proceeds of the Incremental Facilities for any purpose not prohibited by this Agreement. No Lender shall be obligated to provide any Incremental Facility, unless it so agrees. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to this paragraph.

Incremental Facility. (a) The Borrower and may at any one time or more Banks (including any New Bank (as defined below)) may from time to time before during the Maturity Date agree that such Banks shall makeIncremental Facility Availability Period, obtain or increase the amount of their Incremental Term Loans by executing and delivering notice to the Administrative Facility Agent an Increased (whereupon the Facility Activation Notice specifying Agent shall promptly deliver a copy to each of the Lenders), request that one or more additional tranches of Capital Expenditure Loans (the “Incremental Loans”) be made available to the Borrower. At the time of (i) any such request and upon the effectiveness of any Incremental Amendment referred to below (x) no Default or Event of Default shall exist or would exist after giving effect thereto, (y) a Lock-Up Event shall not have occurred and be continuing and (z) Group FFO Leverage Ratio shall not be less than 8.50% and (ii) the initial request for a Borrowing of Incremental Loans, all Capital Expenditure Commitments (which, for avoidance of doubt, shall not refer to commitments for Incremental Loans) shall have been fully borrowed. (b) Each tranche of Incremental Loans shall be in an aggregate principal amount that is not less than $25,000,000 (provided, that such amount may be less than $25,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence). Notwithstanding anything to the contrary herein, the aggregate principal amount of such increasethe Incremental Loans shall not exceed the sum of $750,000,000. (c) The Incremental Loans (i) shall rank pari passu in right of payment and of security with the Loans, (ii) shall not mature earlier than one year after the applicable Increased Facility Closing Final Maturity Date, (iii) shall not be materially more restrictive, taken as a whole, to the applicable maturity date Borrower (including with respect to mandatory and voluntary prepayments) than the amortization schedule for terms of this Agreement; provided that a certificate of an Authorized Officer of the Borrower is delivered to the Facility Agent at least five (5) Business Days (or such shorter period as the Facility Agent may reasonably agree) prior to the effectiveness of any Incremental Term LoansAmendment, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that the Borrower has determined in each case, good faith that such terms and conditions satisfy the foregoing requirement shall be conclusive evidence that such terms and conditions satisfy the foregoing requirement unless the Facility Agent notifies the Borrower within such period that it disagrees with such determination (including a reasonable description of the basis upon which shall comply with Section 2.1(dit disagrees), and (iv) shall have a weighted average life not shorter than that of the remaining average life of the Capital Expenditure Loans and (v) shall otherwise be on terms and conditions to the extent not consistent with the Facilities, reasonably satisfactory to the Majority Lenders. If the Applicable Margin with respect to the Incremental Loans exceeds the Applicable Margin then in effect for the Loans, by more than 25 basis points (the amount of such excess above the Applicable Margin being referred to herein as the “Margin Differential”), then the Applicable Margin for such Incremental Term Loans; providedthe Loans shall automatically be increased by the Margin Differential, that if effective upon the total yield (calculated for both making of the Incremental Term Loans. (d) Each notice from the Borrower pursuant to this Section shall set forth the requested amount and proposed terms of the relevant Incremental Loans. Incremental Loans may be made by any existing Lender (and each existing Lender will have the existing Loansright, but not an obligation, to make a portion of any Incremental Loan on terms permitted in this Section 2.11) or by any other bank or other financial institution (any such other bank or other financial institution being called an “Additional Lender”); provided that in no event or at any time shall any Borrower Affiliate or Macquarie Affiliate be a Lender for any Incremental Loans (including the upfront fees, any interest rate floors and any OID (as defined below but excluding any arrangement, underwriting by means of assignment or similar fee paid by the Borrowerparticipation pursuant to Section 10.07)) . Commitments in respect of Incremental Loans shall become Commitments under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Financing Documents, executed by the Parent, the Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Facility Agent. The Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Financing Documents as may be necessary or appropriate, in the reasonable opinion of the Facility Agent and the Borrower, to effect the provisions of this Section. The effectiveness of (and, in the case of any Incremental Term Loans exceeds Amendment, the total yield for borrowing under) any Incremental Amendment shall be subject to the existing Loans satisfaction on the date thereof (each, an “Incremental Facility Financial Closing Date”) of each of the conditions set forth in Section 4.03 (it being understood that any such increase may take the form of original issue discount (“OID”), with OID being equated all references to the interest rates Financial Closing Date or “the date of such Loan” or similar language in a manner determined by the Administrative Agent based on an assumed four-year life to maturity), the Applicable Margin for the existing Loans such Section 4.03 shall be increased so that deemed to refer to the total yield in respect effective date of such Incremental Term Amendment) and such other conditions as the parties thereto shall agree. The Borrower shall use the proceeds of the Incremental Loans is not greater than 50 basis points higher than the total yield solely for the existing Loanspurpose for which the proceeds of Capital Expenditure Loans may be used. Notwithstanding the foregoing, (i) the Administrative Agent shall have received (A) additional new assets as Collateral and Covered Assets, consisting of assets that are of the type included in the Collateral and Covered Assets, and in the manner and pursuant to such documentation provided, on the Closing Date and otherwise reasonably acceptable to the Administrative Agent and the increasing Bank or New Bank, as applicable, such that the Collateral Coverage Ratio as of the Increased Facility Closing Date, after giving pro forma effect to such addition, No Lender shall be equal obligated to or greater than the Collateral Coverage Ratio as of the last Collateral Report, which shall have been in all cases equal provide any Commitment with respect to or greater than 1.25 to 1.00 and (B) an updated Collateral and Covered Asset List to reflect such additional new assets, and (ii) without the consent of the Administrative Agent, each increase effected pursuant to this paragraph shall be in a minimum amount of at least $10,000,000. No Bank shall have any obligation to participate in any increase described in this paragraph Incremental Loans unless it agrees to do so in its sole discretionagrees. (be) Any additional bank, financial institution or other entity which, with the consent of the Borrower and the Administrative Agent, elects to become a “Bank” under this Agreement in connection with This Section 2.11 shall supersede any transaction described provisions in Section 2.19(a) shall execute a New Bank Supplement (each, a “New Bank Supplement”), substantially in the form of Exhibit M-2, whereupon such bank, financial institution or other entity (a “New Bank”) shall become a Bank for all purposes and 10.01 to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreementcontrary. (c) Notwithstanding anything to the contrary in this Agreement, each of the parties hereto hereby agrees that, on each Increased Facility Activation Date, this Agreement shall be amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Incremental Term Loans evidenced thereby. Any such deemed amendment may be effected in writing by the Administrative Agent with the Borrower’s consent (not to be unreasonably withheld) and furnished to the other parties hereto.

Incremental Facility. (a) The So long as no Event of Default under subsection 8(a) or (f) exists or would arise therefrom, the Borrower shall have the right, at any time and any from time to time after the Closing Date, (i) to request new term loan commitments under one or more Banks new term loan credit facilities to be included in this Agreement (including the “Incremental Term Loan Commitments”), and (ii) to request new commitments under one or more new revolving facilities to be included in this Agreement (the “Incremental Revolving Commitments”) (together with the Incremental Term Loan Commitments, the “Incremental Commitments”), provided that, (i) either (x) after giving pro forma effect to any New Bank Incurrence or Discharge of Indebtedness on the date the applicable Incremental Commitment Amendment (as defined below) becomes effective, the Consolidated Secured Leverage Ratio shall be less than or equal to 4.75:1.00 (and the Borrower shall deliver a certificate, no later than two Business Days (or such shorter period as agreed between the Borrower and the Administrative Agent) prior to the date on which such Incremental Commitment shall become effective to the Administrative Agent certifying that the Consolidated Secured Leverage Ratio shall be less than or equal to 4.75:1.00) or (y) the aggregate then outstanding principal amount of the sum of all unutilized Incremental Commitments and Incremental Loans does not exceed $750 million, (ii) upon the effectiveness of any Incremental Commitment Amendment (as defined below)) may from time to time before the Maturity Date agree that such Banks , no Default or Event of Default shall make, obtain or increase the amount of their Incremental Term Loans by executing have occurred and delivering to the Administrative Agent an Increased Facility Activation Notice specifying (i) the amount of such increase, (ii) the applicable Increased Facility Closing Date, be continuing and (iii) the applicable representations and warranties set forth in Section 4 shall be true and correct in all material respects on and as of the effective date of any Incremental Commitment Amendment (although any representations and warranties that expressly relate to a given date shall be required only to be true and correct in all material respects as of the respective date or the respective period, as the case may be). Any loans made in respect of any such Incremental Commitment shall be made by creating a new Tranche. (b) Each request from the Borrower pursuant to this subsection 2.5 shall set forth the requested amount and proposed terms of the relevant Incremental Commitments. The Incremental Commitments (or any portion thereof) may be made by any existing Lender or by any other bank or financial institution (any such bank or other financial institution, an “Additional Lender”) subject, in the case of any Incremental Revolving Commitments (if such Additional Lender is not already a Lender hereunder or any affiliate of a Lender hereunder) to the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed). (c) Incremental Commitments shall become commitments under this Agreement pursuant to an amendment (an “Incremental Commitment Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower and each Additional Lender. An Incremental Commitment Amendment may, without the consent of any other Lender, effect such amendments to any Loan Documents as may be necessary or appropriate, in the opinion of the Borrower and the Administrative Agent, to effect the provisions of this subsection 2.5, provided, however, that (i) (A) the Incremental Commitments will not be guaranteed by any Subsidiary of the Borrower other than the Subsidiary Guarantors, and will be secured on a pari passu or (at the Borrower’s option) junior basis by the same collateral securing the Loans, (B) the Incremental Commitments and any incremental loans drawn thereunder (the “Incremental Loans”) shall rank pari passu in right of payment with or (at the Borrower’s option) junior to the Term Loans and (C) no Incremental Commitment Amendment may provide for (I) any Incremental Commitment or any Incremental Loans to be secured by any Collateral or other assets of any Loan Party that do not also secure the Loans and (II) any mandatory prepayment provisions that do not also apply to the Term Loans on a pro rata basis, so long as any Term Loans are outstanding; (ii) no Lender will be required to provide any such Incremental Commitment unless it so agrees; (iii) the maturity date of such Incremental Commitments shall be no earlier than the Term Loan Maturity Date; (iv) the weighted average life to maturity of all Incremental Term Loans of any Tranche shall be no shorter than the weighted average life to maturity of the Term Loans; (v) interest rate margins applicable to the loans made pursuant to the Incremental Commitments shall be determined by the Borrower and the amortization schedule applicable Additional Lenders; provided that in the event that the applicable interest rate margins for any term loans incurred by the Borrower under any Incremental Term Loan Commitment are higher than the applicable interest rate margin for the Term Loans by more than 50 basis points, then the Applicable Margin for the Term Loans shall be increased to the extent necessary so that the applicable interest rate margin for the Term Loans is equal to the applicable interest rate margins for such Incremental Term LoansLoan Commitment minus 50 basis points; provided further that, in each case, which shall comply with Section 2.1(d), and (iv) determining the Applicable Margin applicable interest rate margins for such Incremental Term Loans; provided, that if the total yield (calculated for both the Incremental Term Loans and the existing Incremental Term Loans, including the upfront fees, any interest rate floors and any OID (as defined below but excluding any arrangement, underwriting or similar fee paid by the Borrower)A) in respect of any Incremental Term Loans exceeds the total yield for the existing Loans (it being understood that any such increase may take the form of original issue discount (“OID”), ) or upfront fees payable generally to all participating Additional Lenders in lieu of OID (which shall be deemed to constitute like amounts of OID) payable by the Borrower to the Lenders under the Term Loans or any Incremental Term Loan in the initial primary syndication thereof shall be included (with OID being equated to the interest rates in a manner determined by the Administrative Agent based on an assumed four-year life to maturity); (B) customary arrangement, commitment or amendment fees payable to any of the Lead Arrangers (or their respective affiliates) in connection with the Term Loan Facility or to one or more arrangers (or their respective affiliates) in connection with the applicable Incremental Term Loans (and any fee payable to any Additional Lender in lieu of any portion of any such fee payable to any such arranger or affiliate thereof) shall be excluded; and (C) if the Incremental Term Loans include an interest rate floor greater than the interest rate floor applicable to the Term Loans, such increased amount shall be equated to the applicable interest rate margin for purposes of determining whether an increase to the Applicable Margin for the existing Term Loans shall be required, to the extent an increase in the interest rate floor for the Term Loans would cause an increase in the interest rate then in effect thereunder, and in such case the interest rate floor (but not the Applicable Margin) applicable to the Term Loans shall be increased so that by such amount; (vi) such Incremental Commitment Amendment may provide for the total yield inclusion, as appropriate, of Additional Lenders in any required vote or action of the Required Lenders or of the Lenders of each Tranche hereunder and may provide class protection for any additional credit facilities in a manner consistent with those provided by the original Facility pursuant to the provisions of subsection 10.1(a) as originally in effect; and (vii) the other terms and documentation in respect of such Incremental Term Loans is not greater than 50 basis points higher than the total yield for the existing Loans. Notwithstanding the foregoingthereof, (i) the Administrative Agent shall have received (A) additional new assets as Collateral and Covered Assets, consisting of assets that are of the type included in the Collateral and Covered Assets, and in the manner and pursuant to such documentation provided, on the Closing Date and otherwise reasonably acceptable to the Administrative Agent and the increasing Bank or New Bank, as applicable, such that the Collateral Coverage Ratio as of the Increased Facility Closing Date, after giving pro forma effect to such addition, shall be equal to or greater than the Collateral Coverage Ratio as of the last Collateral Report, which shall have been in all cases equal to or greater than 1.25 to 1.00 and (B) an updated Collateral and Covered Asset List to reflect such additional new assets, and (ii) without the consent of the Administrative Agent, each increase effected pursuant to this paragraph shall be in a minimum amount of at least $10,000,000. No Bank shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion. (b) Any additional bank, financial institution or other entity which, with the consent of the Borrower and the Administrative Agent, elects to become a “Bank” under this Agreement in connection with any transaction described in Section 2.19(a) shall execute a New Bank Supplement (each, a “New Bank Supplement”), substantially in the form of Exhibit M-2, whereupon such bank, financial institution or other entity (a “New Bank”) shall become a Bank for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement. (c) Notwithstanding anything to the contrary in this Agreement, each of the parties hereto hereby agrees that, on each Increased Facility Activation Date, this Agreement shall be amended to the extent (but only not consistent with this Agreement as in effect prior to giving effect to the extent) necessary Incremental Commitment Amendment, shall otherwise be reasonably satisfactory to reflect the existence and terms of the Incremental Term Loans evidenced thereby. Any such deemed amendment may be effected in writing by the Administrative Agent with the Borrower’s consent (not to be unreasonably withheld) and furnished to the other parties hereto.

Incremental Facility. (a) The Subject to the terms and conditions set forth herein, the Borrower and shall have the right, at any one or more Banks (including any New Bank (as defined below)) may time from time to time before during the Maturity Date agree that such Banks shall make, obtain or increase Commitment Period and after the amount of their Incremental Term Loans by executing and delivering to the Administrative Agent an Increased Facility Activation Notice specifying (i) the amount of such increase, (ii) the applicable Increased Facility Closing Second Amendment Effective Date, (iii) the applicable maturity date and the amortization schedule for such Incremental Term Loans, to incur additional Indebtedness under this Credit Agreement in each case, which shall comply with Section 2.1(d), and (iv) the Applicable Margin for such Incremental Term Loans; provided, that if the total yield (calculated for both the Incremental Term Loans and the existing Loans, including the upfront fees, any interest rate floors and any OID (as defined below but excluding any arrangement, underwriting or similar fee paid by the Borrower)) in respect of any Incremental Term Loans exceeds the total yield for the existing Loans (it being understood that any such increase may take the form of original issue discount term loans (each, an “OIDIncremental Term Loan”), with OID being equated ) and/or increases to the Revolving Committed Amount (each, an “Incremental Revolver”; each Incremental Term Loan and Incremental Revolver, an “Incremental Facility”) by an aggregate amount of up to $100,000,000. The following terms and conditions shall apply to each Incremental Facility: (a) the loans made under any such Incremental Facility (each an “Additional Loan”) shall constitute Credit Party Obligations and will be secured and guaranteed with the other Credit Party Obligations on a pari passu basis, (b) (1) any such Additional Loans (A) made pursuant to an Incremental Revolver shall (I) have the same terms (including interest rates in a manner determined rate, voting rights and rights to receive the proceeds of prepayments) as the existing Revolving Loans, (II) shall be considered Revolving Loans hereunder and (III) shall mature on the Extended Maturity Date and (B) made pursuant to an Incremental Term Loan shall have terms (including interest rate, maturity date, voting rights, rights to receive the proceeds of prepayments and amortization) to be agreed upon by the Administrative Agent based on an assumed four-year life to maturity), and the Applicable Margin for Borrower at the existing Loans shall be increased so that the total yield in respect time of such Incremental Term Loans is not greater than 50 basis points higher than Loan and (2) the total yield additional Revolving Commitments comprising the Incremental Revolver shall be Extended Revolving Commitments, (c) each Incremental Facility shall be in a minimum principal amount of $50,000,000 and integral multiples of $10,000,000 in excess thereof, (d) the proceeds of any Additional Loan will be used for the existing Loans. Notwithstanding purposes set forth in Section 3.11, (e) the foregoingBorrower shall execute such promissory notes as are necessary to reflect the Additional Loans under any such Incremental Facility, (f) before any Additional Loans are made, the conditions to Extensions of Credit in Section 4.2 shall have been satisfied, (g) no Default or Event of Default shall then exist or would exist after giving effect to any such Incremental Facility, (h) the Administrative Agent shall have received from the Borrower a satisfactory legal opinion of counsel to the Borrower and such other documentation as it deems reasonably necessary to effectuate each such Incremental Facility and (i) the Administrative Agent shall have received from the Borrower updated financial projections and an officer’s certificate, in each case in form and substance satisfactory to the Administrative Agent, demonstrating that, (A) additional new assets as Collateral after giving effect to any such Incremental Facility on a pro forma basis, the Credit Parties will be in compliance with the financial covenants set forth in Section 5.9 and Covered Assets, consisting of assets that are (B) if the full amount of the type included in the Collateral and Covered Assets, and in the manner and pursuant Revolving Committed Amount (after giving effect to such documentation providedIncremental Facility) were drawn by the Borrower, on the Closing Date Credit Parties would be in compliance with all financial and otherwise other covenants (including covenants restricting indebtedness and liens) under the Subordinated Note Documents and the documents for all other publicly held or privately placed Indebtedness incurred in accordance with Section 6.1(p). Each Incremental Facility shall be obtained from existing Lenders or from other banks, financial institutions or investment funds reasonably acceptable to the Administrative Agent and the increasing Bank or New Bank, as applicable, Borrower; provided that such that the Collateral Coverage Ratio as of the Increased Facility Closing Date, after giving pro forma effect to such addition, shall be equal to or greater than the Collateral Coverage Ratio as of the last Collateral Report, which shall have been in all cases equal to or greater than 1.25 to 1.00 and (B) an updated Collateral and Covered Asset List to reflect such additional new assets, and (ii) without the consent of the Administrative Agent, each increase effected pursuant to this paragraph shall be in a minimum amount of at least $10,000,000. No Bank shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion. (b) Any additional bankother banks, financial institution institutions and investment funds shall enter into such joinder or other entity which, with the consent of the Borrower and the Administrative Agent, elects agreements to become a “Bank” under this Agreement in connection with any transaction described in Section 2.19(a) shall execute a New Bank Supplement (each, a “New Bank Supplement”), substantially in the form of Exhibit M-2, whereupon such bank, financial institution or other entity (a “New Bank”) shall become a Bank for all purposes and to the same extent give effect thereto as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement. (c) Notwithstanding anything to the contrary in this Agreement, each of the parties hereto hereby agrees that, on each Increased Facility Activation Date, this Agreement shall be amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Incremental Term Loans evidenced thereby. Any such deemed amendment may be effected in writing by the Administrative Agent with and the Borrower’s consent (not Borrower may reasonably request. The Administrative Agent is authorized to enter into, on behalf of the Lenders, any amendment to this Credit Agreement or any other Credit Document as may be unreasonably withheld) and furnished necessary to incorporate the other parties heretoterms of any Incremental Facility therein.

Incremental Facility. (ai) The With the prior written agreement of the Administrative Agent entered into after the Restatement Effective Date, the Borrower and may at any one or more Banks (including any New Bank (as defined below)) may from time to time before the Maturity Date agree that such Banks shall makeOctober 1, obtain or increase the amount of their Incremental Term Loans 2011, by executing and delivering notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request an Increased Facility Activation Notice specifying additional tranche of term loans under this Agreement (ithe “Incremental Term Loans”); provided that both at the time of any such request and after giving effect to the effectiveness of any Incremental Amendment referred to below, no Default or Event of Default shall exist and at the time that any such Incremental Term Loan is made or effected (and after giving effect thereto) no Default or Event of Default shall exist; provided, further that on a Pro Forma Basis after giving effect to the amount incurrence of such increaseIncremental Term Loan (and after giving effect to any acquisition consummated simultaneously therewith), the Borrower would be in compliance with the requirements of Article V computed as of the last day of the most recently ended Fiscal Quarter for which financial statements are available pursuant to Section 6.1(b). (ii) Each tranche of Incremental Term Loans shall be in an aggregate principal amount that is not less than $5,000,000 and the applicable Increased Facility Closing aggregate amount of the Incremental Term Loans shall not exceed $75,000,000 (the “Incremental Availability”). (iii) The Incremental Term Loans (x) (A) shall rank pari passu in right of payment and of security with the Term Loans, (B) shall not mature earlier than the Initial Term Loan Maturity Date, (iiiC) shall not have a shorter weighted average life to maturity than the applicable maturity date Initial Term Loans and (D) subject to the foregoing, the amortization schedule and Applicable Margins for such the Incremental Term Loans, in each case, which Loans shall comply with Section 2.1(d), be determined by the Borrower and (iv) the Applicable Margin for such Lenders of the Incremental Term Loans; provided, however that if the total yield (calculated for both interest rate applicable to the Incremental Term Loans and shall not be greater than the existing Loans, including the upfront fees, any highest interest rate floors and that may, under any OID circumstances, be payable with respect to Term Loans (as defined below but excluding including any arrangement, underwriting or similar fee paid by the Borrowerdefault interest rate payable in accordance with Section 2.9(c)) in unless the interest rate with respect of any to the Revolving Loans and Term Loans is increased so as to equal the interest rate applicable to the Incremental Term Loans exceeds the total yield for the existing Loans (it being understood that including any such increase may take default interest rate); provided, further, that in determining the form of Applicable Margins applicable to the Term Loans and the Incremental Term Loans, original issue discount (“OID”), ) or upfront fees (which shall be deemed to constitute like amounts of OID) payable by the Borrower to the Lenders of the Initial Term Loans or the Incremental Term Loans in the primary syndication thereof shall be included (with OID being equated to the interest rates in a manner determined by the Administrative Agent based on an assumed four-year life to maturity or such shorter period as may be applicable based on the actual life to maturity) and (y) shall otherwise be on the same terms and conditions as the Term Loans, other than differences, if any, (except with respect to the differences set forth in clauses (B) (C) and (D) above), that have been approved by the Required Lenders. (iv) The notice from the Borrower pursuant to this Section 2.1(c) shall set forth the requested amount and proposed terms of the relevant Incremental Term Loans. Each Term Loan Lender shall have the right for a period of 15 days following receipt of such notice, to elect by written notice to the Borrower and the Administrative Agent to issue a commitment for the Incremental Term Loans on the proposed terms in an amount not exceeding its Pro Rata Share. No Lender (or any successor thereto) shall have any obligation to issue any such commitment, and any decision by a Lender to issue any such commitment shall be made in its sole discretion independently from any other Lender. If any Term Loan Lender shall not elect to issue a commitment for the Incremental Term Loan in the maximum amount so permitted pursuant to this subsection (iv) of this Section 2.1(c), the Applicable Margin Borrower may designate another bank or other financial institution (which may be, but need not be, one or more of the existing Lenders) to issue a commitment for the existing portion of the Incremental Term Loan as to which such Term Loan Lender did not issue a commitment, and, if such other bank or other financial institution is not a party to this Agreement (an “Additional Lender”), such Additional Lender shall become a party to this Agreement; provided, however, that any Additional Lender must be acceptable to the Administrative Agent, which acceptance will not be unreasonably withheld or delayed if such consent would be required under Section 11.2 for an assignment of Loans shall be increased so that the total yield to such Lender or Additional Lender. (v) Commitments in respect of such Incremental Term Loans is not greater than 50 basis points higher than shall become Commitments under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the total yield for other Loan Documents, executed by Holdings, the existing Loans. Notwithstanding the foregoingBorrower, (i) each Lender agreeing to provide such Commitment, if any, and the Administrative Agent shall have received (A) additional new assets Agent. The Incremental Amendment may, subject to Section 2.1(c)(iv), without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as Collateral and Covered Assetsmay be necessary, consisting of assets that are of the type included in the Collateral and Covered Assets, and in the manner and pursuant to such documentation provided, on the Closing Date and otherwise reasonably acceptable to reasonable opinion of the Administrative Agent and the increasing Bank or New BankBorrower, as applicableto effect the provisions of this Section. The effectiveness of any Incremental Amendment shall be subject to the satisfaction on the date thereof (each, such that the Collateral Coverage Ratio as of the Increased an “Incremental Facility Closing Date, after giving pro forma effect ”) of each of the conditions set forth in Section 3.2 (it being understood that all references to “the date of such addition, Credit Event” or similar language in such Section 3.2 shall be equal deemed to or greater than refer to the Collateral Coverage Ratio effective date of such Incremental Amendment) and such other conditions as the parties thereto shall agree. The Borrower may use the proceeds of the last Collateral Report, which shall have been in all cases equal to or greater than 1.25 to 1.00 and (B) an updated Collateral and Covered Asset List to reflect such additional new assets, and (ii) without the consent of the Administrative Agent, each increase effected pursuant to this paragraph shall be in a minimum amount of at least $10,000,000. No Bank shall have Incremental Term Loans for any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion. (b) Any additional bank, financial institution or other entity which, with the consent of the Borrower and the Administrative Agent, elects to become a “Bank” under this Agreement in connection with any transaction described in Section 2.19(a) shall execute a New Bank Supplement (each, a “New Bank Supplement”), substantially in the form of Exhibit M-2, whereupon such bank, financial institution or other entity (a “New Bank”) shall become a Bank for all purposes and to the same extent as if originally a party hereto and shall be bound purpose not prohibited by and entitled to the benefits of this Agreement. (cvi) Notwithstanding anything This Section 2.1(c) shall supersede any provisions in Section 11.1 to the contrary in this Agreement, each of the parties hereto hereby agrees that, on each Increased Facility Activation Date, this Agreement shall be amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Incremental Term Loans evidenced thereby. Any such deemed amendment may be effected in writing by the Administrative Agent with the Borrower’s consent (not to be unreasonably withheld) and furnished to the other parties heretocontrary.

Incremental Facility. Subject to the terms and conditions set forth herein, Borrower shall have the right, at any time and from time to time, to incur additional Indebtedness under this Agreement in the form of one or more (but not to exceed five) additional term loan facilities (each an "Incremental Facility") by an aggregate amount of up to $50,000,000. The following terms and conditions shall apply to each Incremental Facility: (a) The Borrower the loans made under any such Incremental Facility (each an "Additional Loan") shall constitute Obligations and will be secured and guaranteed with the other Loans on a pari passu basis, (b) the interest rate margin applicable to any one or more Banks such Incremental Facility shall be no higher than 0.25% above the Applicable Percentage for any existing series of Term Loans (including any New Bank (as defined below)existing Additional Loans) may from time to time before without a corresponding increase in the Maturity Date agree that Applicable Percentage for such Banks shall make, obtain or increase the amount of their Incremental existing Term Loans by executing (including any existing Additional Loans), (c) the interest rate margin, weighted average life to maturity and delivering final maturity applicable to any such Incremental Facility shall be determined at the Administrative Agent an Increased time such Incremental Facility Activation Notice specifying is made available, but in any event (i) such final maturity will not be shorter than the amount of such increaseTerm Loan Maturity Date and will not extend beyond June 16, 2011 and (ii) such weighted average life to maturity will not be shorter than the applicable Increased Facility Closing Dateweighted average life to maturity of any existing series of Term Loans (including any existing Additional Loans), (iiid) the applicable maturity date and the amortization schedule for any such Incremental Term Facility shall be entitled to the same voting rights as the existing Loans and shall be entitled to receive proceeds of prepayments on the same basis as comparable Loans, (e) any such Incremental Facility shall be obtained from existing Lenders or from other banks, financial institutions or investment funds, in each casecase in accordance with the terms set forth below, which (f) any such Incremental Facility shall comply with Section 2.1(d)be in a minimum principal amount of $7,500,000 and integral multiples of $1,000,000 in excess thereof, and (ivg) the Applicable Margin for such Incremental Term Loans; provided, that if the total yield (calculated for both the Incremental Term Loans proceeds of any Additional Loan will be used to finance capital expenditures and the existing Loansworking capital and other general corporate purposes, including Permitted Acquisitions, (h) the upfront fees, any interest rate floors conditions to Extensions of Credit in Section 4.2 shall have been satisfied and any OID (as defined below but excluding any arrangement, underwriting or similar fee paid by the Borrower)) in respect of any Incremental Term Loans exceeds the total yield for the existing Loans (it being understood that any such increase may take the form of original issue discount (“OID”), with OID being equated to the interest rates in a manner determined by the Administrative Agent based on an assumed four-year life to maturity), the Applicable Margin for the existing Loans shall be increased so that the total yield in respect of such Incremental Term Loans is not greater than 50 basis points higher than the total yield for the existing Loans. Notwithstanding the foregoing, (i) the Administrative Agent shall have received (A) additional new assets as Collateral from Borrower updated financial projections and Covered Assetsan Officers' Certificate, consisting of assets that are of the type included in the Collateral each case in form and Covered Assetssubstance satisfactory to Administrative Agent, and in the manner and pursuant to such documentation provided, on the Closing Date and otherwise reasonably acceptable to the Administrative Agent and the increasing Bank or New Bank, as applicable, such that the Collateral Coverage Ratio as of the Increased Facility Closing Datedemonstrating that, after giving pro forma effect to any such additionIncremental Facility, Borrower will be in compliance with the financial covenants set forth in Section 7.6. Participation in any such Incremental Facility hereunder shall be equal offered first to or greater than the Collateral Coverage Ratio as of the last Collateral Report, which shall have been in all cases equal to or greater than 1.25 to 1.00 and (B) an updated Collateral and Covered Asset List to reflect such additional new assets, and (ii) without the consent of the Administrative Agent, each increase effected pursuant to this paragraph shall be in a minimum amount of at least $10,000,000. No Bank shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion. (b) Any additional bank, financial institution or other entity which, with the consent of the Borrower and the Administrative Agent, elects to become a “Bank” under this Agreement in connection with any transaction described in Section 2.19(a) shall execute a New Bank Supplement (each, a “New Bank Supplement”), substantially in the form of Exhibit M-2, whereupon such bank, financial institution or other entity (a “New Bank”) shall become a Bank for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement. (c) Notwithstanding anything to the contrary in this Agreement, each of the parties hereto hereby agrees thatexisting Lenders, on but each Increased Facility Activation Datesuch Lender shall have no obligation to provide all or any portion of such Incremental Facility. If, this Agreement shall be amended to upon the extent date that is fifteen (but only to 15) Business Days after the extent) necessary to reflect the existence and terms of the Incremental Term Loans evidenced thereby. Any such deemed amendment may be effected in writing existing Lenders are invited by the Administrative Agent to participate in such Incremental Facility, the amount of the Incremental Facility requested by Borrower shall exceed the commitments which the existing Lenders are willing to provide with respect to such Incremental Facility, then Borrower may invite other banks, financial institutions and investment funds reasonably acceptable to Administrative Agent to join this Agreement as Lenders hereunder for the Borrower’s consent (portion of such Incremental Facility not taken by existing Lenders, provided that such other banks, financial institutions and investment funds shall enter into such joinder agreements to give effect thereto as Administrative Agent and Borrower may reasonably request. Administrative Agent is authorized to enter into, on behalf of Lenders, any amendment to this Agreement or any other Loan Document as may be unreasonably withheld) and furnished necessary to incorporate the other parties heretoterms of any new Incremental Facility therein.

Incremental Facility. After the Effective Date, the Borrower will have the right, without the consent of the Lenders, to establish a revolving credit facility under this Agreement (the “Incremental Facility”); provided that (a) The Borrower and any one or more Banks (including any New Bank (as defined below)) may from time after giving effect to time before the Maturity Date agree that such Banks shall makeIncremental Facility, obtain or increase the outstanding principal amount of their Loans outstanding under all portions of the Facility plus the commitments under the Incremental Term Loans by executing Facility (whether funded or not), shall not exceed $150,000,000, (b) all representations and delivering warranties set forth in Article III and the other Loan Documents must be true and correct in all material respects upon giving effect to the Administrative Agent an Increased Incremental Facility Activation Notice specifying (i) and no Default shall have occurred or be continuing at either the amount time of the request or the effective date of such increase, (c) any such increase must be in a minimum amount of $25,000,000 and in integral multiples of $5,000,000 in excess thereof, and (d) after giving effect to the Incremental Facility, on a pro forma basis, the Total Debt to EBITDA Ratio will be no greater than 0.50 to 1.00 less than the level set forth in Section 6.1(b) for such Computation Period, and (e) the Borrower shall be in compliance on a pro forma basis with the covenant set forth in Section 6.1(a), in each case under this clause (e), as of the effective date of the Incremental Facility (assuming that the Incremental Facility is fully drawn). The Borrower shall offer, in consultation with the Administrative Agent, the Incremental Facility to the Lenders (but no Lender will have an obligation to commit to all or any portion of the Incremental Facility). If the Lenders are not willing to commit to the Incremental Facility, the Borrower may offer the Incremental Facility or any portion thereof to other third party financial institutions (which must be reasonably acceptable to the Administrative Agent); provided that such new third party institution must have a commitment of at least $15,000,000. The Incremental Facility shall be established on terms customary for transactions of its size and type and (i) shall contain representations and warranties, covenants, indemnification provisions, events of default and other material terms that are identical to the Facility (unless otherwise reasonably satisfactory to the Lenders), (ii) provide for any revolving lenders thereunder to be secured on a pari passu basis with the applicable Increased Facility Closing DateLenders under the Facility, (iii) appoint the applicable maturity date and Administrative Agent as agent for the amortization schedule for such Incremental Term Loansrevolving lenders (whether or not the Administrative Agent, in each caseas Lender, which shall comply with Section 2.1(dis participating thereunder), and (iv) will rank pari passu in right of payment and with respect to security with the Applicable Margin for Facility and the borrower and guarantors of the Incremental Facility shall be the same as the Borrower and Guarantors with respect to the Facility. In connection with any Incremental Facility, the Borrower, the Administrative Agent and each applicable Lender shall execute and deliver to the Administrative Agent an Incremental Amendment and such other documentation as the Administrative Agent shall reasonably specify to evidence the Incremental Facility. Any Incremental Amendment may, without the consent of any other Lender, effect such amendments to this Agreement and the other Loan Documents as 51 Credit Agreement may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to implement the terms of the Incremental Facility on terms consistent with this Section (including amendments to permit accrued interest and fees to share ratably in the benefits of this Agreement and the other Loan Documents and to include appropriately the Lenders holding such Incremental Term Loans; provided, that if Facility in any determination of the total yield (calculated for both Required Lenders on substantially the Incremental Term Loans same basis as the Lenders prior to such inclusion). The Administrative Agent and the existing LoansLenders hereby consent to the transactions contemplated by this Section (including, including for the upfront feesavoidance of doubt, payment of any interest rate floors and any OID (as defined below but excluding any arrangementinterest, underwriting fees or similar fee paid by the Borrower)) premium in respect of any Incremental Term Loans exceeds Facility on such terms as may be set forth in the total yield for relevant Incremental Amendment) and hereby waive the existing Loans (it being understood requirements of any provision of this Agreement or any other Loan Document that may otherwise prohibit any such increase may take the form of original issue discount (“OID”), with OID being equated to the interest rates in a manner determined Incremental Facility or any other transaction contemplated by the Administrative Agent based on an assumed four-year life to maturity), the Applicable Margin for the existing Loans shall be increased so that the total yield in respect of such Incremental Term Loans is not greater than 50 basis points higher than the total yield for the existing Loans. Notwithstanding the foregoing, (i) the Administrative Agent shall have received (A) additional new assets as Collateral and Covered Assets, consisting of assets that are of the type included in the Collateral and Covered Assets, and in the manner and pursuant to such documentation provided, on the Closing Date and otherwise reasonably acceptable to the Administrative Agent and the increasing Bank or New Bank, as applicable, such that the Collateral Coverage Ratio as of the Increased Facility Closing Date, after giving pro forma effect to such addition, shall be equal to or greater than the Collateral Coverage Ratio as of the last Collateral Report, which shall have been in all cases equal to or greater than 1.25 to 1.00 and (B) an updated Collateral and Covered Asset List to reflect such additional new assets, and (ii) without the consent of the Administrative Agent, each increase effected pursuant to this paragraph shall be in a minimum amount of at least $10,000,000. No Bank shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretionSection. (b) Any additional bank, financial institution or other entity which, with the consent of the Borrower and the Administrative Agent, elects to become a “Bank” under this Agreement in connection with any transaction described in Section 2.19(a) shall execute a New Bank Supplement (each, a “New Bank Supplement”), substantially in the form of Exhibit M-2, whereupon such bank, financial institution or other entity (a “New Bank”) shall become a Bank for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement. (c) Notwithstanding anything to the contrary in this Agreement, each of the parties hereto hereby agrees that, on each Increased Facility Activation Date, this Agreement shall be amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Incremental Term Loans evidenced thereby. Any such deemed amendment may be effected in writing by the Administrative Agent with the Borrower’s consent (not to be unreasonably withheld) and furnished to the other parties hereto.

Incremental Facility. (a) The Borrower and any one or more Banks (including any New Bank (as defined below)) may from From time to time before upon at least 30 days’ prior written notice to the Maturity Date agree that such Banks Facility Agent (which notice shall makebe promptly transmitted by the Facility Agent to each of the Lenders), obtain or the Borrower shall have the right, subject to the terms and conditions set forth below, to increase the aggregate amount of their the Energy Hedging Commitment (any such increase referred to herein, as an “Energy Hedging Incremental Term Loans by executing and delivering to the Administrative Agent an Increased Facility Activation Notice specifying Loan”); provided that, (i) at the amount time of any such increaserequest and upon the effectiveness of any such Energy Hedging Incremental Loan, no Default or Event of Default shall exist or would exist after giving effect thereto, (ii) the applicable Increased Facility Closing Date, (iii) the applicable maturity date and the amortization schedule for such Incremental Term Loans, in each case, which shall comply with Section 2.1(d), and (iv) the Applicable Margin for such Incremental Term Loans; provided, that if the total yield (calculated for both the Incremental Term Loans and the existing Loans, including the upfront fees, any interest rate floors and any OID (as defined below but excluding any arrangement, underwriting or similar fee paid by the Borrower)) in respect of any Incremental Term Loans exceeds the total yield for the existing Loans (it being understood that any such increase may take the form of original issue discount (“OID”), with OID being equated to the interest rates in a manner determined by the Administrative Agent based on an assumed four-year life to maturity), the Applicable Margin for the existing Loans shall be increased so that the total yield in respect of such Incremental Term Loans is not greater than 50 basis points higher than the total yield for the existing Loans. Notwithstanding the foregoing, (i) the Administrative Agent shall have received (A) additional new assets as Collateral and Covered Assets, consisting of assets that are of the type included in the Collateral and Covered Assets, and in the manner and pursuant to such documentation provided, on the Closing Date and otherwise reasonably acceptable to the Administrative Agent and the increasing Bank or New Bank, as applicable, such that the Collateral Coverage Ratio as of the Increased Facility Closing Date, after giving pro forma effect to such addition, shall be equal to or greater than the Collateral Coverage Ratio as of the last Collateral Report, which shall have been in all cases equal to or greater than 1.25 to 1.00 and (B) an updated Collateral and Covered Asset List to reflect such additional new assets, and (ii) without the consent of the Administrative Agent, each increase effected pursuant to this paragraph shall must be in a minimum amount of $50,000,000 and in integral multiples of $5,000,000 above such amount, (iii) the aggregate Energy Hedging Commitment shall not be increased to an amount greater than the Maximum Energy Hedging Incremental Facility Amount without the prior written consent of the Majority Lenders, (iv) no individual Lender’s Commitment may be increased without such Lender’s written consent, (v) the Borrower shall execute and deliver a Note or Notes as are necessary and requested by the applicable Lenders to reflect the increase in the Energy Hedging Commitment, (vi) Schedule 2.01 shall be amended to reflect the revised Commitments of the Lenders and (vii) if any Loans are outstanding at least $10,000,000. No Bank the time of an increase in the Energy Hedging Commitment, the Borrower will prepay (provided that any such prepayment shall have any obligation be subject to participate Section 2.03), one or more existing Energy Hedging Loans in any an amount necessary such that after giving effect to the increase described in this paragraph unless it agrees to do so in the Energy Hedging Commitment, each Energy Hedging Lender will hold its sole discretionpro rata share (based on its share of the revised Energy Hedging Commitment) of outstanding Energy Hedging Loans. (b) Any additional banksuch increase in the Energy Hedging Commitment shall apply, at the option of the Borrower, to (x) the Energy Hedging Commitment of one or more existing Lenders; provided that each Energy Hedging Issuing Bank and any Lender whose Energy Hedging Commitment is being increased must consent in writing thereto and/or (y) the creation of a new Energy Hedging Commitment to one or more bank or other financial institution (any such other bank or other entity whichfinancial institution being called an “Additional Lender”); provided that, with the consent of any such Additional Lender (A) must be approved by the Borrower and the Administrative Agent, elects to become a “Bank” under this Agreement in connection with any transaction described in Section 2.19(a) shall execute a New Bank Supplement Facility Agent (each, a “New Bank Supplement”), substantially in the form of Exhibit M-2, whereupon such bank, financial institution or other entity (a “New Bank”) shall become a Bank for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement. (c) Notwithstanding anything to the contrary in this Agreement, each of the parties hereto hereby agrees that, on each Increased Facility Activation Date, this Agreement shall be amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Incremental Term Loans evidenced thereby. Any such deemed amendment may be effected in writing by the Administrative Agent with the Borrower’s consent (approval not to be unreasonably withheld) and furnished each Energy Hedging Issuing Bank and (B) must become a Lender under this Agreement by execution and delivery of an Assignment and Assumption Agreement; provided further that, in no event or at any time shall any Borrower Affiliate or Macquarie Affiliate be a Lender for any Energy Hedging Incremental Loans (including by means of assignment or participation pursuant to Section 10.07). (c) The Borrower shall use the proceeds of the Energy Hedging Incremental Loans solely for the purpose for which the proceeds of the Energy Hedging Loans may be used. (d) Except as otherwise set forth in this Section 2.11, all Energy Hedging Incremental Loans shall be subject to the other parties heretoterms and conditions set forth herein including any Applicable Margin.

Incremental Facility. (a) The Borrower and any one or more Banks (including any New Bank (as defined below)) Company may from time to time before amend this Agreement in order to provide to the Maturity Date agree Company additional revolving loan facilities (each, an “Incremental Revolving Loan Facility”) and additional term loan facilities (each, an “Incremental Term Loan Facility”), provided that such Banks shall make, obtain or increase (i) the aggregate principal amount of their the Incremental Term Facilities shall not exceed $750,000,000 and (ii) each Incremental Facility shall be in a minimum aggregate principal amount of $25,000,000. Each Incremental Facility will be secured and guaranteed with the other Facilities on a pari passu basis. Each Incremental Facility must have an average life which is longer than the then remaining average life of the original comparable Facility taken as a whole and a final maturity no earlier than the comparable Facility. Incremental Facilities will be entitled to prepayments and voting rights on the same basis as comparable Facilities unless the applicable Incremental Facility Activation Notice specifies a lesser treatment. An Incremental Facility may be made available under this Agreement only if, after giving effect thereto and the use of proceeds thereof (x) no Default or Event of Default exists and (y) the Consolidated Total Net Leverage Ratio for the most recently ended fiscal quarter (calculated on a pro forma basis, as reasonably determined by the Company after consultation with the Administrative Agent, to give effect to the Loans by executing to be made pursuant to such Incremental Facility and delivering the Permitted Acquisition and other permitted uses made with the proceeds thereof) shall be equal to or less than the then applicable Consolidated Total Net Leverage Ratio Level, provided that the requirement under clause (y) shall not apply if the proceeds of the Incremental Facility are used to repay all or a portion of the Existing Convertible Subordinated Notes. Proceeds of Incremental Facilities may be used only for the purposes specified in subsections 4.3 and 7.3. (b) An Incremental Facility shall be made available hereunder upon delivery to the Administrative Agent of an Increased Incremental Facility Activation Notice specifying executed by the Company and the financial institutions (who must be reasonably acceptable to the Company and the Administrative Agent) identified as “Incremental Lenders” therein who have executed such Incremental Facility Activation Notice. Upon the Incremental Facility Effective Date specified in an Incremental Facility Activation Notice, the Incremental Lenders specified therein shall become Lenders under this Agreement with respect to such Incremental Facility. Each Incremental Facility Activation Notice shall specify (i) the amount respective Incremental Facility Amount of such increaseIncremental Lenders, (ii) the applicable Increased Incremental Facility Closing Effective Date, (iii) the applicable maturity date and for the Incremental Facility, (iv) the amortization schedule for or revolving credit period, as applicable, applicable to such Incremental Term LoansFacility, (v) whether such Incremental Lenders are entitled to share in each case, which shall comply with Section 2.1(d), mandatory prepayments as specified in subsection 8.6 and (ivvi) the Applicable Margin for such Incremental Term Loans; provided, that if the total yield (calculated for both the Incremental Term Loans and the existing Loans, including the upfront fees, any interest rate floors and any OID (as defined below but excluding any arrangement, underwriting or similar fee paid by the Borrower)) in respect of any Incremental Term Loans exceeds the total yield for the existing Loans (it being understood that any such increase may take the form of original issue discount (“OID”), with OID being equated to the interest rates in a manner determined by the Administrative Agent based on an assumed four-year life to maturity), the Applicable Margin for the existing Loans shall be increased so that the total yield in respect of such Incremental Term Loans is not greater than 50 basis points higher than the total yield for the existing Loans. Notwithstanding the foregoing, (i) the Administrative Agent shall have received (A) additional new assets as Collateral and Covered Assets, consisting of assets that are of the type included in the Collateral and Covered Assets, and in the manner and made pursuant to such documentation providedIncremental Facility Activation Notice and, if such Incremental Facility is an Incremental Revolving Loan Facility, the commitment fee therefor, and shall be otherwise duly completed. Each Incremental Lender that is a signatory to an Incremental Facility Activation Notice severally agrees, on the Closing Date terms and otherwise reasonably acceptable to the Administrative Agent and the increasing Bank or New Bank, as applicable, such that the Collateral Coverage Ratio as of the Increased Facility Closing Date, after giving pro forma effect to such addition, shall be equal to or greater than the Collateral Coverage Ratio as of the last Collateral Report, which shall have been in all cases equal to or greater than 1.25 to 1.00 and (B) an updated Collateral and Covered Asset List to reflect such additional new assets, and (ii) without the consent of the Administrative Agent, each increase effected pursuant to this paragraph shall be in a minimum amount of at least $10,000,000. No Bank shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion. (b) Any additional bank, financial institution or other entity which, with the consent of the Borrower and the Administrative Agent, elects to become a “Bank” under this Agreement in connection with any transaction described in Section 2.19(a) shall execute a New Bank Supplement (each, a “New Bank Supplement”), substantially in the form of Exhibit M-2, whereupon such bank, financial institution or other entity (a “New Bank”) shall become a Bank for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits conditions of this Agreement. (c) Notwithstanding anything , to make Incremental Loans to the contrary Company on the date or during the periods specified in such Incremental Facility Activation Notice. Nothing in this Agreement, each of the parties hereto hereby agrees that, on each Increased subsection 16.13 shall be construed to obligate any Lender not party to such Incremental Facility Activation Date, this Agreement shall be amended Notice to the extent (but only to the extent) necessary to reflect the existence and terms of the execute an Incremental Term Loans evidenced thereby. Any such deemed amendment may be effected in writing by the Administrative Agent with the Borrower’s consent (not Loan Activation Notice or to be unreasonably withheld) and furnished to the other parties heretomake Incremental Loans.

Incremental Facility. (a) The Borrower and may at any one time or more Banks (including any New Bank (as defined below)) may from time to time before after the Maturity Date agree that such Banks shall makeClosing Date, obtain or increase the amount of their Incremental Term Loans by executing and delivering notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request one or more tranches of term loans (each an Increased “Incremental Term Facility”) or an increase in the amount of the Revolving Facility Activation Notice specifying (each, an “Incremental Revolving Facility”; together with the Incremental Term Facilities, each an “Incremental Facility”); provided that (i) at the amount time of such increaserequest, no Event of Default shall have occurred and be continuing, (ii) the applicable Increased Borrower shall be in compliance with the covenants contained in Section 7.1 determined on a pro forma basis as of the last day of the most recent period of the Borrower for which financial statements are available as if any term loans under such Incremental Facility Closing Datehad been outstanding and any revolving commitment under such Incremental Facility (to the extent available to make Loans) had been fully used on the last day of such period; provided, that, for an Incremental Facility that is requested in connection with the financing of a Limited Condition Acquisition, the pro forma financial covenant compliance condition in this clause (ii) shall be computed based on the immediately preceding four fiscal quarter period for which financial statements are available prior to the date on which the definitive acquisition agreement for such Limited Condition Acquisition is entered into and (iii) the aggregate principal amount of the Incremental Facilities shall not exceed $150,000,000. Each Incremental Facility shall be in an aggregate principal amount that is not less than $25,000,000 (provided that such amount may be less than $25,000,000 if such amount represents all remaining availability under the limit set forth in the immediately preceding sentence). (i) Any Incremental Facility shall be ratably secured with the Loans, (ii) any Incremental Term Facility shall not mature earlier than the Revolving Termination Date nor have amortization of greater than 5% or less of the original principal amount of such Incremental Term Facility per year, (iii) the applicable maturity date Applicable Margin, Commitment Fee Rate and the amortization schedule for such other terms and conditions applicable to any Incremental Term LoansRevolving Facility shall be the same as those applicable to the Revolving Facility, in each case, which shall comply with Section 2.1(d), and (iv) the Applicable Margin for relating to any Incremental Term Facility shall be determined by the Borrower and the Lenders providing such Incremental Term Loans; provided, that if the total yield Facility and (calculated for both the Incremental Term Loans and the existing Loans, including the upfront fees, any interest rate floors and any OID (as defined below but excluding any arrangement, underwriting or similar fee paid by the Borrower)v) in respect of any Incremental Term Loans exceeds Facility shall otherwise be on terms and pursuant to documentation to be determined by the total yield for Borrower and the Persons willing to provide such Incremental Term Facility; provided that to the extent such terms and documentation are not consistent with the then existing Loans Facilities (other than with respect to pricing, amortization and maturity) they shall be reasonably satisfactory to the Administrative Agent (it being understood agreed that Incremental Term Facilities may contain customary mandatory prepayments, voting rights and prepayment premiums). Each notice from the Borrower pursuant to this Section 2.19 shall set forth the requested amount and proposed terms of the relevant Incremental Facility and the Lenders or other Persons willing to provide the Incremental Facility. The Incremental Facility may be provided by any existing Lender or by any Eligible Assignee selected by the Borrower (any such increase may take the form of original issue discount (other financial institution or fund being called an “OIDAdditional Lender”), with OID being equated to the interest rates in a manner determined by the Administrative Agent based on an assumed four-year life to maturity), the Applicable Margin for the existing Loans shall be increased so ; provided that the total yield in respect of such Incremental Term Loans is not greater than 50 basis points higher than the total yield for the existing Loans. Notwithstanding the foregoing, (i) the Administrative Agent shall have received (A) additional new assets as Collateral and Covered Assets, consisting of assets that are of the type included in the Collateral and Covered Assets, and in the manner and pursuant to such documentation provided, on the Closing Date and otherwise reasonably acceptable to the Administrative Agent and the increasing Bank or New Bank, as applicable, such that the Collateral Coverage Ratio as of the Increased Facility Closing Date, after giving pro forma effect to such addition, shall be equal to or greater than the Collateral Coverage Ratio as of the last Collateral Report, which shall have been in all cases equal to or greater than 1.25 to 1.00 and (B) an updated Collateral and Covered Asset List to reflect such additional new assets, and (ii) without the consent of the Administrative Agent, each increase effected pursuant to this paragraph shall be in a minimum amount of at least $10,000,000. No Bank shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion. (b) Any additional bank, financial institution or other entity which, with the consent of the Borrower and the Administrative Agent, elects to become a “Bank” under this Agreement in connection with any transaction described in Section 2.19(a) shall execute a New Bank Supplement (each, a “New Bank Supplement”), substantially in the form of Exhibit M-2, whereupon such bank, financial institution or other entity (a “New Bank”) shall become a Bank for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement. (c) Notwithstanding anything to the contrary in this Agreement, each of the parties hereto hereby agrees that, on each Increased Facility Activation Date, this Agreement shall be amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Incremental Term Loans evidenced thereby. Any such deemed amendment may be effected in writing by the Administrative Agent with the Borrower’s consent consented (not to be unreasonably withheld) and furnished to such Additional Lender’s providing such Incremental Facility, if an Incremental Revolving Facility, if such consent would be required under Section 10.6 for an assignment of Loans to such Additional Lender. Commitments in respect of Incremental Facilities shall become Commitments under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other parties heretoLoan Documents, executed by the Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent pursuant to Section 10.1(d) hereof. The Incremental Amendment may, without need for 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 the Administrative Agent and the Borrower, to effect the provisions of this Section 2.

Incremental Facility. (a) The Borrower Except as set forth below, so long as no Default or Event of Default has occurred and is continuing, at any one or more Banks (including any New Bank (as defined below)) time prior to the Commitment Termination Date, Borrowers may from time request, pursuant to time before the Maturity Date agree that such Banks procedure set forth in this Section 2.1.7, the addition of the Incremental Facility, which shall make, obtain or be added to and increase the original aggregate amount of the Commitments and pursuant to which the Borrowers may request incremental Loans (each, an “Incremental Loan”) pursuant to Section 2.1.1; provided, however, that the sum of all Incremental Commitments shall not exceed the Maximum Incremental Amount. Borrowers shall give Agent not less than thirty (30) days prior written notice of their request for the Incremental Term Loans by executing and delivering to the Administrative Agent an Increased Facility. The Incremental Facility Activation Notice specifying shall: (i) have such upfront fee as may be agreed by the amount Borrowers and the Lender(s) providing such Incremental Loans pursuant to the provisions of such increase, this Section 2.1.7; and (ii) except as specifically provided in this Section 2.1.7, otherwise have all of the applicable Increased Facility Closing Datesame terms and conditions as the Loans. In addition, (iii) unless otherwise specifically provided in this Agreement, all references in the applicable maturity date and the amortization schedule for such Incremental Term Loans, in each case, which shall comply with Section 2.1(d), and (iv) the Applicable Margin for such Incremental Term Loans; provided, that if the total yield (calculated for both the Incremental Term Loans and the existing Loans, including the upfront fees, any interest rate floors and any OID (as defined below but excluding any arrangement, underwriting or similar fee paid by the Borrower)) in respect of any Incremental Term Loans exceeds the total yield for the existing Loans (it being understood that any such increase may take the form of original issue discount (“OID”), with OID being equated Loan Documents to the interest rates in a manner determined by the Administrative Agent based on an assumed four-year life to maturity), the Applicable Margin for the existing Loans shall be increased so that the total yield in respect of such Incremental Term Loans is not greater than 50 basis points higher than the total yield for the existing Loans. Notwithstanding the foregoing, (i) the Administrative Agent shall have received (A) additional new assets as Collateral and Covered Assets, consisting of assets that are of the type included in the Collateral and Covered Assets, and in the manner and pursuant to such documentation provided, on the Closing Date and otherwise reasonably acceptable to the Administrative Agent and the increasing Bank or New Bankdeemed, as applicablethe context requires, such that the Collateral Coverage Ratio as of the Increased Facility Closing Date, after giving pro forma effect to such addition, shall be equal include references to or greater than the Collateral Coverage Ratio as of the last Collateral Report, which shall have been in all cases equal to or greater than 1.25 to 1.00 and (B) an updated Collateral and Covered Asset List to reflect such additional new assets, and (ii) without the consent of the Administrative Agent, each increase effected Incremental Loans made pursuant to this paragraph shall be in a minimum amount of at least $10,000,000Agreement. No Bank Borrowers shall have any no obligation to participate in any increase described in this paragraph offer to existing Lenders the opportunity to subscribe to the Incremental Facility, and no existing Lender will have an obligation to make an Incremental Loan unless and until it agrees expressly commits to do so in its sole discretion. (b) Any additional bank, financial institution or other entity which, with writing. Borrowers shall have the consent of right to cause the Borrower Incremental Loans to be made by a new Lender identified by Borrowers that is an Eligible Assignee and the Administrative is reasonably acceptable to Agent, elects provided that any such new Lender shall be required to comply with Section 13.3. Incremental Commitments in respect of Incremental Loans shall become a “Bank” Commitments under this Agreement in connection with any transaction described in Section 2.19(apursuant to (y) shall execute a New Bank Supplement an amendment (each, a an “New Bank SupplementIncremental Loan Amendment”)) to this Agreement executed by the Borrowers, substantially in the form of Exhibit M-2, whereupon such bank, each Lender or other financial institution or approved by the Agent (which approval shall not be unreasonably withheld) agreeing to provide such Incremental Commitment (and no other entity Lender shall be required to execute such amendment) and the Agent, and (a “New Bank”z) shall become a Bank for all purposes and any amendments to the same extent other Loan Documents (executed by the relevant Obligor and Agent only) as if originally a party hereto and the Agent shall be bound by and entitled reasonably deem appropriate to the benefits of this Agreement. (c) effect such purpose. Notwithstanding anything to the contrary in this Agreementcontained herein, each the effectiveness of such Incremental Loan Amendment shall be subject to the satisfaction of the parties hereto hereby agrees thatconditions set forth in Sections 6.2(a), on each Increased Facility Activation Date, this Agreement shall be amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Incremental Term Loans evidenced thereby. Any such deemed amendment may be effected in writing by the Administrative Agent with the Borrower’s consent (not to be unreasonably withheldb) and furnished to the other parties hereto(c), unless waived by Agent.