Common use of Incremental Loan Clause in Contracts

Incremental Loan. (a) Subject to the terms and conditions set forth herein and in the Credit Agreement (as amended by this Amendment), the Incremental Lender agrees to make the Incremental Loan to the Borrower in a single drawing on the First Amendment Effective Date (the commitment of the Incremental Lender to make such Incremental Loan being called its “Incremental Commitment”). Amounts repaid in respect of the Incremental Loan may not be reborrowed. (b) The terms of the Incremental Loan shall be identical to the terms of the Term Loans made on the Closing Date and outstanding immediately prior to the effectiveness of this Amendment (such Term Loans, being referred to herein as the “Existing Loans”), except as such terms shall have been modified hereby. (c) Subject to the terms and conditions set forth herein and effective as of the First Amendment Effective Date, for all purposes of the Credit Documents, (i) the Incremental Loan made hereunder shall constitute an increase in the aggregate amount of the Existing Loans incurred, (ii) the Incremental Loan made hereunder shall be a “Borrowing” and “Term Loan” under the Credit Agreement and shall constitute a Borrowing of the same Type as the Existing Loans, and (iii) the Incremental Lender shall be a “Lender” under the Credit Agreement, shall be a party to the Credit Agreement as a Lender and shall have all the rights and obligations of, and benefits accruing to, a Lender under the Credit Agreement and shall be bound by all agreements, acknowledgements and other obligations of the Lenders. Without limiting the foregoing, the Incremental Loan made hereunder shall mature on the Maturity Date, shall participate in any mandatory or voluntary prepayments on a pro rata basis with the Existing Loans and shall bear interest at the rate specified in the Credit Agreement, as applicable to the Existing Loans. Each reference to the Credit Agreement in this paragraph (c) shall be deemed to be a reference to the Credit Agreement as amended by this Amendment. (d) The Incremental Lender (i) represents and warrants that it is legally authorized to enter into this Amendment, (ii) confirms that it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.01 thereof, as applicable, and has reviewed such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment, (iii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement or any other instrument or document furnished pursuant hereto or thereto, (iv) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement or any other instrument or document furnished pursuant hereto or thereto as are delegated to the Administrative Agent, as the case may be, by the terms thereof, together with such powers as are incidental thereto and (v) agrees that it will be bound by the provisions of the Credit Agreement and will perform in accordance with its terms all the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender. The Incremental Lender acknowledges that it has delivered to the Administrative Agent an Administrative Questionnaire in which it designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower and its affiliates, the Credit Parties and their related parties or their respective securities) will be made available and who may receive such information in accordance with the Incremental Lender’s compliance procedures and applicable laws, including Federal and state securities laws. (e) The funding of the Incremental Loan to be made hereunder shall be made in the manner contemplated by Section 2.02 of the Credit Agreement (mutatis mutandis). Unless previously terminated, the Incremental Commitment shall terminate at 5:00 p.m., New York City time, on the First Amendment Effective Date.

Incremental Loan. (a) Subject to the terms and conditions set forth herein and in the Credit Agreement (as amended by this Amendment), the Incremental Lender agrees to make the Incremental Loan to the Borrower in a single drawing on the First Amendment Effective Date (the commitment of the Incremental Lender to make such Incremental Loan being called its “Incremental Commitment”). Amounts repaid in respect of the Incremental Loan may not be reborrowed. (b) The terms of the Incremental Loan shall be identical to the terms of the Term Loans made on the Closing Date and outstanding immediately prior to the effectiveness of this Amendment (such Term Loans, being referred to herein as the “Existing Loans”), except as such terms shall have been modified hereby. (c) Subject to the terms and conditions set forth herein and effective as of the First Amendment Effective Date, for all purposes of the Credit Documents, (i) the Incremental Loan made hereunder shall constitute an increase in the aggregate amount of the Existing Loans incurred, (ii) the Incremental Loan made hereunder shall be a “Borrowing” and “Term Loan” under the Credit Agreement and shall constitute a Borrowing of the same Type as the Existing Loans, and (iii) the Incremental Lender shall be a “Lender” under the Credit Agreement, shall be a party to the Credit Agreement as a Lender and shall have all the rights and obligations of, and benefits accruing to, a Lender under the Credit Agreement and shall be bound by all agreements, acknowledgements and other obligations of the Lenders. Without limiting the foregoing, the Incremental Loan made hereunder shall mature on the Maturity Date, shall participate in any mandatory or voluntary prepayments on a pro rata basis with the Existing Loans and shall bear interest at the rate specified in the Credit Agreement, as applicable to the Existing Loans. Each reference to the Credit Agreement in this paragraph (c) shall be deemed to be a reference to the Credit Agreement as amended by this Amendment. (d) The Incremental Lender (i) represents and warrants that it is legally authorized to enter into this Amendment, (ii) confirms that it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.01 thereof, as applicable, and has reviewed such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment, (iii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement or any other instrument or document furnished pursuant hereto or thereto, (iv) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement or any other instrument or document furnished pursuant hereto or thereto as are delegated to the Administrative Agent, as the case may be, by the terms thereof, together with such powers as are incidental thereto and (v) agrees that it will be bound by the provisions of the Credit Agreement and will perform in accordance with its terms all the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender. The Incremental Lender acknowledges that it has delivered to the Administrative Agent an Administrative Questionnaire in which it designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower and its affiliates, the Credit Parties and their related parties or their respective securities) will be made available and who may receive such information in accordance with the Incremental Lender’s compliance procedures and applicable laws, including Federal and state securities laws. (e) The funding of the Incremental Loan to be made hereunder shall be made in the manner contemplated by Section 2.02 of the Credit Agreement (mutatis mutandis). Unless previously terminated, the Incremental Commitment shall terminate at 5:00 p.m., New York City time, on the First Amendment Effective Date.

Incremental Loan. (a) Subject At any time prior to the terms Revolving Line Maturity Date, provided no Default or Event of Default has occurred and is continuing and subject to the conditions set forth herein and in clause (d) below, upon prior written notice to Bank, Borrower may request one increase to the Credit Agreement Revolving Line (as amended by this Amendmentthe “Incremental Revolving Line Commitment”), in an aggregate amount not to exceed Ten Million Dollars ($10,000,000.00). (b) At the Incremental Lender agrees time of sending such notice, Borrower shall specify the time period (such period, the “Election Period”) within which Bank is requested to make respond (which Election Period shall in no event be less than fifteen (15) Business Days from the Incremental Loan date of delivery of such notice to Bank); provided that if such notice indicates that it is conditioned upon the occurrence of a specified event, such notice may be revoked if such event does not occur prior to the requested funding date. Bank shall not be obligated to extend to Borrower in a single drawing on the First Amendment Effective Date (the commitment any portion of the Incremental Lender Revolving Line Commitment, and Bank’s determination shall be in Bank’s sole but reasonable discretion. If Bank does not respond by the end of such Election Period, Bank shall be deemed to make have declined to increase the Revolving Line. (c) If the Revolving Line is increased in accordance with this Section 2.8, Bank and Borrower shall determine the effective date (the “Increase Effective Date”), and Bank shall promptly notify Borrower of the Increase Effective Date. (d) Each of the following are conditions precedent to the making of an Incremental Revolving Line Commitment: (1) Borrower shall deliver to Bank a certificate of each Borrower dated as of the Increase Effective Date signed by a Responsible Officer of each such Borrower certifying and attaching the resolutions adopted by such Borrower approving or consenting to such Incremental Revolving Line Commitment. (2) Each of the conditions precedent set forth in Section 3.2 shall be satisfied. (3) Borrower shall be in compliance with the financial covenants set forth in Section 6.9 hereof both as of the end of the most recently ended calendar month prior to the making of the Incremental Revolving Line Commitment and immediately after giving effect to the making of the Incremental Revolving Line Commitment on a pro forma basis (treating any Incremental Revolving Line Commitment as fully funded). (4) Borrower shall have delivered to Bank a Compliance Certificate certifying as to compliance with the requirements of clauses (2) and (3) above, together with all reasonably detailed calculations evidencing compliance with clause (3) above. (5) Borrower shall have executed any amendments to this Agreement and the other Loan being called its “Incremental Commitment”). Amounts repaid Documents as may be required by Bank to effectuate the provisions of this Section 2.8, including, if applicable, any amendment that may be necessary to ensure and demonstrate that the Liens and security interests granted by the Loan Documents are perfected under the Code or other applicable law to secure the Obligations in respect of the Incremental Loan may not be reborrowedRevolving Line Commitment. (b6) The terms of the Incremental Loan Borrower shall have paid to Bank any reasonable fees required to be identical paid pursuant to the terms of hereof in connection with the Term Loans made on the Closing Date and outstanding immediately prior to the effectiveness of this Amendment (such Term Loans, being referred to herein as the “Existing Loans”), except as such terms shall have been modified herebyincreased Revolving Line. (c7) Subject Borrower shall have provided Bank evidence reasonably satisfactory to the terms and conditions set forth herein and effective as of the First Amendment Effective DateBank that Borrower has achieved monthly Recurring Revenue, for all purposes of the Credit Documentsany month, in an amount equal to or greater than Ten Million Dollars (i) the Incremental Loan made hereunder shall constitute an increase in the aggregate amount of the Existing Loans incurred, (ii) the Incremental Loan made hereunder shall be a “Borrowing” and “Term Loan” under the Credit Agreement and shall constitute a Borrowing of the same Type as the Existing Loans, and (iii) the Incremental Lender shall be a “Lender” under the Credit Agreement, shall be a party to the Credit Agreement as a Lender and shall have all the rights and obligations of, and benefits accruing to, a Lender under the Credit Agreement and shall be bound by all agreements, acknowledgements and other obligations of the Lenders. Without limiting the foregoing, the Incremental Loan made hereunder shall mature on the Maturity Date, shall participate in any mandatory or voluntary prepayments on a pro rata basis with the Existing Loans and shall bear interest at the rate specified in the Credit Agreement, as applicable to the Existing Loans. Each reference to the Credit Agreement in this paragraph (c) shall be deemed to be a reference to the Credit Agreement as amended by this Amendment. (d) The Incremental Lender (i) represents and warrants that it is legally authorized to enter into this Amendment, (ii) confirms that it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.01 thereof, as applicable, and has reviewed such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment, (iii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement or any other instrument or document furnished pursuant hereto or thereto, (iv) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement or any other instrument or document furnished pursuant hereto or thereto as are delegated to the Administrative Agent, as the case may be, by the terms thereof, together with such powers as are incidental thereto and (v) agrees that it will be bound by the provisions of the Credit Agreement and will perform in accordance with its terms all the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender. The Incremental Lender acknowledges that it has delivered to the Administrative Agent an Administrative Questionnaire in which it designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower and its affiliates, the Credit Parties and their related parties or their respective securities) will be made available and who may receive such information in accordance with the Incremental Lender’s compliance procedures and applicable laws, including Federal and state securities laws$10,000,000.00). (e) This Section shall supersede any provisions in Section 12.7 to the contrary. (f) Any additional Advances made available pursuant to any such Incremental Revolving Line Commitment shall be treated on the same terms (including with respect to pricing and maturity) as, and made pursuant to the same documentation as is applicable to, the original Revolving Line. Upon the increase in the Revolving Line under this Section 2.8, all references in this Agreement and in any other Loan Document to the Revolving Line shall be deemed to include any increase in the Revolving Line pursuant to this Section 2.8. The funding Advances and Revolving Line that are subject to an increase under this Section 2.8 shall be entitled to all of the Incremental benefits afforded by this Agreement and the other Loan to be made hereunder Documents and shall be made benefit equally and ratably from any guarantees and Liens provided under the Loan Documents in the manner contemplated by favor of Bank. 2.4 Section 2.02 of the Credit Agreement 6.9 (mutatis mutandis). Unless previously terminated, the Incremental Commitment shall terminate at 5:00 p.m., New York City time, on the First Amendment Effective Date.

Incremental Loan. (a) Subject At any time prior to the terms Revolving Line Maturity Date, provided no Default or Event of Default has occurred and is continuing and subject to the conditions set forth herein and in clause (d) below, upon prior written notice to Bank, Borrower may request one increase to the Credit Agreement Revolving Line (as amended by this Amendmentthe “Incremental Revolving Line Commitment”), in an aggregate amount not to exceed Five Million Dollars ($5,000,000.00). (b) At the Incremental Lender agrees time of sending such notice, Borrower shall specify the time period (such period, the “Election Period”) within which Bank is requested to make respond (which Election Period shall in no event be less than fifteen (15) Business Days from the Incremental Loan date of delivery of such notice to Bank); provided that if such notice indicates that it is conditioned upon the occurrence of a specified event, such notice may be revoked if such event does not occur prior to the requested funding date. Bank shall not be obligated to extend to Borrower in a single drawing on the First Amendment Effective Date (the commitment any portion of the Incremental Lender Revolving Line Commitment, and Bank’s determination shall be in Bank’s sole but reasonable discretion. If Bank does not respond by the end of such Election Period, Bank shall be deemed to make have declined to increase the Revolving Line. (c) If the Revolving Line is increased in accordance with this Section 2.8, Bank and Borrower shall determine the effective date (the “Increase Effective Date”), and Bank shall promptly notify Borrower of the Increase Effective Date. (d) Each of the following are conditions precedent to the making of an Incremental Revolving Line Commitment: (1) Borrower shall deliver to Bank a certificate of each Borrower dated as of the Increase Effective Date signed by a Responsible Officer of each such Borrower certifying and attaching the resolutions adopted by such Borrower approving or consenting to such Incremental Revolving Line Commitment. (2) Each of the conditions precedent set forth in Section 3.2 shall be satisfied. (3) Borrower shall be in compliance with the financial covenants set forth in Section 6.9 hereof both as of the end of the most recently ended calendar month prior to the making of the Incremental Revolving Line Commitment and immediately after giving effect to the making of the Incremental Revolving Line Commitment on a pro forma basis (treating any Incremental Revolving Line Commitment as fully funded). (4) Borrower shall have delivered to Bank a Compliance Certificate certifying as to compliance with the requirements of clauses (2) and (3) above, together with all reasonably detailed calculations evidencing compliance with clause (3) above. (5) Borrower shall have executed any amendments to this Agreement and the other Loan being called its “Incremental Commitment”). Amounts repaid Documents as may be required by Bank to effectuate the provisions of this Section 2.8, including, if applicable, any amendment that may be necessary to ensure and demonstrate that the Liens and security interests granted by the Loan Documents are perfected under the Code or other applicable law to secure the Obligations in respect of the Incremental Loan may not be reborrowedRevolving Line Commitment. (b6) The terms of the Incremental Loan Borrower shall have paid to Bank any reasonable fees required to be identical paid pursuant to the terms of the Term Loans made on the Closing Date and outstanding immediately prior to the effectiveness of this Amendment (such Term Loans, being referred to herein as the “Existing Loans”), except as such terms shall have been modified hereby. (c) Subject to the terms and conditions set forth herein and effective as of the First Amendment Effective Date, for all purposes of the Credit Documents, (i) the Incremental Loan made hereunder shall constitute an increase hereof in the aggregate amount of the Existing Loans incurred, (ii) the Incremental Loan made hereunder shall be a “Borrowing” and “Term Loan” under the Credit Agreement and shall constitute a Borrowing of the same Type as the Existing Loans, and (iii) the Incremental Lender shall be a “Lender” under the Credit Agreement, shall be a party to the Credit Agreement as a Lender and shall have all the rights and obligations of, and benefits accruing to, a Lender under the Credit Agreement and shall be bound by all agreements, acknowledgements and other obligations of the Lenders. Without limiting the foregoing, the Incremental Loan made hereunder shall mature on the Maturity Date, shall participate in any mandatory or voluntary prepayments on a pro rata basis connection with the Existing Loans and shall bear interest at the rate specified in the Credit Agreement, as applicable to the Existing Loans. Each reference to the Credit Agreement in this paragraph (c) shall be deemed to be a reference to the Credit Agreement as amended by this Amendment. (d) The Incremental Lender (i) represents and warrants that it is legally authorized to enter into this Amendment, (ii) confirms that it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.01 thereof, as applicable, and has reviewed such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment, (iii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement or any other instrument or document furnished pursuant hereto or thereto, (iv) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement or any other instrument or document furnished pursuant hereto or thereto as are delegated to the Administrative Agent, as the case may be, by the terms thereof, together with such powers as are incidental thereto and (v) agrees that it will be bound by the provisions of the Credit Agreement and will perform in accordance with its terms all the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender. The Incremental Lender acknowledges that it has delivered to the Administrative Agent an Administrative Questionnaire in which it designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower and its affiliates, the Credit Parties and their related parties or their respective securities) will be made available and who may receive such information in accordance with the Incremental Lender’s compliance procedures and applicable laws, including Federal and state securities lawsincreased Revolving Line. (e) This Section shall supersede any provisions in Section 12.7 to the contrary. (f) Any additional Advances made available pursuant to any such Incremental Revolving Line Commitment shall be treated on the same terms (including with respect to pricing and maturity) as, and made pursuant to the same documentation as is applicable to, the original Revolving Line. Upon the increase in the Revolving Line under this Section 2.8, all references in this Agreement and in any other Loan Document to the Revolving Line shall be deemed to include any increase in the Revolving Line pursuant to this Section 2.8. The funding Advances and Revolving Line that are subject to an increase under this Section 2.8 shall be entitled to all of the Incremental benefits afforded by this Agreement and the other Loan to be made hereunder Documents and shall be made benefit equally and ratably from any guarantees and Liens provided under the Loan Documents in the manner contemplated by Section 2.02 favor of the Credit Agreement (mutatis mutandis). Unless previously terminated, the Incremental Commitment shall terminate at 5:00 p.m., New York City time, on the First Amendment Effective DateBank.

Incremental Loan. (a) Subject At any time prior to the terms Revolving Line Maturity Date, provided no Event of Default has occurred and is continuing and subject to the conditions set forth herein in clauses (b) and (d) below, upon prior written notice to Bank, Borrower may request up to two (2) increases to the Revolving Line (each, an “Incremental Revolving Line Commitment”) in an aggregate additional amount of Twenty-Five Million Dollars ($25,000,000) for all such increases. Any Incremental Revolving Line Commitment shall be in the Credit Agreement amount of at least Five Million Dollars (as amended $5,000,000) or such lower amount that represents all remaining availability pursuant to this Section 1.9(a). (b) At the time of sending such notice, Borrower shall specify the time period (such period, the “Election Period”) within which Bank is requested to respond (which Election Period shall in no event be less than ten (10) Business Days from the date of delivery of such notice to Bank); provided, that if such notice indicates that it is conditioned upon the occurrence of a specified event, such notice may be revoked if such event does not occur prior to the requested funding date. Bank shall not be obligated to participate in the Incremental Revolving Line Commitment, and Bank’s determination shall be in Bank’s sole and absolute discretion. If Bank does not respond by the end of such Election Period, Bank shall be deemed to have declined to increase the Revolving Line by the Incremental Revolving Line Commitment. (c) If the Revolving Line is increased in accordance with this AmendmentSection 1.9, Bank and Borrower shall determine the effective date (the “Increase Effective Date”), and Bank shall promptly notify Borrower of the Incremental Lender agrees to make Increase Effective Date. (d) Each of the Incremental Loan following shall be conditions precedent to the Borrower in a single drawing on the First Amendment Effective Date (the commitment making of the Incremental Lender Revolving Line Commitment: 1. Borrower shall deliver to make Bank a certificate of Borrower dated as of the Increase Effective Date signed by a Responsible Officer of Borrower certifying and attaching the resolutions adopted by Borrower approving or consenting to such Incremental Revolving Line Commitment. 2. Each of the conditions precedent set forth in Section 2.2 shall be satisfied. 3. Borrower shall have delivered to Bank a Compliance Statement certifying as to compliance with the requirements of clause (2) above. 4. Borrower shall (x) deliver to Bank any promissory note requested by Bank in connection with the making of the increased Incremental Revolving Line Commitment and in form and substance mutually agreeable to the parties, and (y) have executed any amendments to this Agreement and the other Loan being called its “Incremental Commitment”). Amounts repaid Documents as may be required by Bank and necessary to effectuate the provisions of this Section 1.9, including, if applicable, any amendment that may be necessary to ensure and demonstrate that the Liens and security interests granted by the Loan Documents are perfected under the Code or other applicable law to secure the Obligations in respect of the Incremental Loan may not be reborrowedRevolving Line Commitment. 5. Borrower shall have paid (bor will pay when due) The terms of to Bank any additional fees pursuant to Section 1.4 required to be paid in connection with the Incremental Loan shall be identical Revolving Line Commitment, (including an increase to the terms of the Term Loans made on the Closing Date Annual Anniversary Fee and outstanding immediately prior to the effectiveness of this Amendment (such Term LoansAggregate Anniversary Fee, being referred to herein as the “Existing Loans”), except as such terms shall have been modified hereby. (c) Subject to the terms and conditions set forth herein and effective as of the First Amendment Effective Date, for all purposes of the Credit Documents, (i) the Incremental Loan made hereunder shall constitute an increase in the aggregate amount of the Existing Loans incurred, (ii) the Incremental Loan made hereunder shall be a “Borrowing” and “Term Loan” under the Credit Agreement and shall constitute a Borrowing of the same Type as the Existing Loans, and (iii) the Incremental Lender shall be a “Lender” under the Credit Agreement, shall be a party to the Credit Agreement as a Lender and shall have all the rights and obligations of, and benefits accruing to, a Lender under the Credit Agreement and shall be bound by all agreements, acknowledgements and other obligations of the Lenders. Without limiting the foregoing, the Incremental Loan made hereunder shall mature on the Maturity Date, shall participate in any mandatory or voluntary prepayments each on a pro rata basis basis, at a rate equal to zero and one twentieth of one percent (0.20%) of the Incremental Revolving Line Commitment), with such fees in respect of the Incremental Revolving Line Commitment will be incremental and proportional to other fees required to be paid to Bank in connection with the Existing Loans Revolving Line. 6. This Section shall supersede any provisions in Section 11.6 to the contrary. 7. Any additional Advances made available pursuant to any Incremental Revolving Line Commitment shall be treated on the same terms (including with respect to pricing and shall bear interest at maturity) as, and made pursuant to the rate specified same documentation as is applicable to, the original Revolving Line. Upon the increase in the Credit AgreementRevolving Line under this Section 1.9, as applicable all references in this Agreement and in any other Loan Document to the Existing Loans. Each reference to the Credit Agreement in this paragraph (c) Revolving Line shall be deemed to include any increase in the Revolving Line pursuant to this Section 1.9. The Advances and Revolving Line that are subject to an increase under this Section 1.9 shall be a reference entitled to all of the Credit Agreement as amended benefits afforded by this Amendment. (d) The Incremental Lender (i) represents Agreement and warrants that it is legally authorized to enter into this Amendment, (ii) confirms that it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.01 thereof, as applicable, other Loan Documents and has reviewed such other documents shall benefit equally and information as it has deemed appropriate to make its own credit analysis ratably from any guarantees and decision to enter into this Amendment, (iii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action Liens provided under the Credit Agreement or any other instrument or document furnished pursuant hereto or thereto, (iv) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement or any other instrument or document furnished pursuant hereto or thereto as are delegated to the Administrative Agent, as the case may be, by the terms thereof, together with such powers as are incidental thereto and (v) agrees that it will be bound by the provisions Loan Documents in favor of the Credit Agreement and will perform in accordance with its terms all the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender. The Incremental Lender acknowledges that it has delivered to the Administrative Agent an Administrative Questionnaire in which it designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower and its affiliates, the Credit Parties and their related parties or their respective securities) will be made available and who may receive such information in accordance with the Incremental Lender’s compliance procedures and applicable laws, including Federal and state securities lawsBank. (e) The funding of the Incremental Loan to be made hereunder shall be made in the manner contemplated by Section 2.02 of the Credit Agreement (mutatis mutandis). Unless previously terminated, the Incremental Commitment shall terminate at 5:00 p.m., New York City time, on the First Amendment Effective Date.

Incremental Loan. (a) Subject The Borrower shall have the right to propose that the Loan be increased by notice to the terms and conditions set forth herein and in Agent specifying (i) the Credit Agreement (as amended by this Amendment), the Incremental new or existing Lender agrees to make the Incremental Loan to the Borrower in a single drawing on the First Amendment Effective Date (the commitment of the “Incremental Lender Lender”) that shall have agreed to make such additional loans (such loans, the “Incremental Loans”) and (ii) the date on which such loan is to be made (the “Incremental Loan being called its “Incremental CommitmentDate”). Amounts repaid , which shall be a Business Day at least three (3) Business Days (or such lesser period as the Agent may reasonably agree) after delivery of such notice; provided that each Lender may determine in respect its sole discretion whether or not it chooses to participate in such increase; provided, further that (A) immediately after giving effect to such increase, the aggregate principal amount of the Loan (net of any capitalized interest) shall not exceed $61,206,226; (B) immediately prior to and after giving effect to such increase no Default or Event of Default shall have occurred and be continuing; (C) the representations and warranties contained in this Agreement and the other Finance Documents shall be true and correct in all material respects (other than any representation or warranty already qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of the Incremental Loan may Date as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date); and (D) at the time of such Incremental Loan, such Incremental Lender shall be a holder of Equity Interests of Parent and such Incremental Loan shall be made pro rata in accordance with such holdings as of the Effective Date such that, upon the effectiveness of the Incremental Loan, the Lenders hold not be reborrowedless than 90% of the outstanding Equity Interests of Parent on a pro rata basis. (b) The terms On the Incremental Loan Date, each new Incremental Lender shall become a Lender hereunder for all purposes, and the Loan shall be increased by the amount of the Incremental Loans made by such Incremental Lender; provided that (x) the Agent shall have received on or prior to 11:00 a.m. (New York City time) on such Incremental Loan shall be identical Date a certificate of a duly authorized officer of the Borrower stating that each of the applicable conditions to such Incremental Loans set forth in the foregoing paragraph have been satisfied, together with such amendments to the terms of Mortgages reflecting the Term Loans made on the Closing Date and outstanding immediately prior to the effectiveness of this Amendment (such Term Loans, being referred to herein as the “Existing Loans”), except as such terms shall have been modified hereby. (c) Subject to the terms and conditions set forth herein and effective as of the First Amendment Effective Date, for all purposes of the Credit Documents, (i) the Incremental Loan made hereunder shall constitute an increase in the aggregate amount of the Existing Loans incurredLoan, (ii) reaffirmation agreements, supplements and/or amendments or other documents as the Incremental Loan made hereunder shall be a “Borrowing” and “Term Loan” under Lenders or the Credit Agreement and shall constitute a Borrowing of the same Type as the Existing Loans, Majority Lenders may reasonably require; and (iiiy) the each Incremental Lender shall be a “Lender” under the Credit Agreement, shall be a party have delivered to the Credit Agreement as a Lender and shall have all the rights and obligations ofAgent, and benefits accruing to, a Lender under the Credit Agreement and shall be bound by all agreements, acknowledgements and other obligations of the Lenders. Without limiting the foregoing, the on or prior to 11:00 a.m. (New York City time) on such Incremental Loan made hereunder shall mature on the Maturity Date, shall participate in any mandatory or voluntary prepayments on a pro rata basis with the Existing Loans and shall bear interest at the rate specified in the Credit Agreement, as applicable Date such documentation (including an amendment to the Existing Loans. Each reference to the Credit Agreement in this paragraph (c) shall be deemed to be a reference to the Credit Agreement as amended by this Amendment. (d) The Incremental Lender (i) represents and warrants that it is legally authorized to enter into this Amendment, (ii) confirms that it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.01 thereof, as applicable, and has reviewed such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment, (iii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement or any other instrument or document furnished pursuant hereto or thereto, (ivFinance Document) appoints and authorizes as may be reasonably required by the Administrative Agent to take evidence and effectuate such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement or any other instrument or document furnished pursuant hereto or thereto as are delegated to the Administrative Agent, as the case may be, by the terms thereof, together with such powers as are incidental thereto and (v) agrees that it will be bound by the provisions of the Credit Agreement and will perform in accordance with its terms all the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender. The Incremental Lender acknowledges that it has delivered to the Administrative Agent an Administrative Questionnaire in which it designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower and its affiliates, the Credit Parties and their related parties or their respective securities) will be made available and who may receive such information in accordance with the Incremental Lender’s compliance procedures and applicable laws, including Federal and state securities lawsLoan. (e) The funding of the Incremental Loan to be made hereunder shall be made in the manner contemplated by Section 2.02 of the Credit Agreement (mutatis mutandis). Unless previously terminated, the Incremental Commitment shall terminate at 5:00 p.m., New York City time, on the First Amendment Effective Date.

Incremental Loan. (a) Subject to the terms and conditions set forth herein and in the Credit Agreement (as amended by this Amendment)Agreement, the Incremental Lender agrees to make the Incremental Loan to the Borrower in a single drawing on the First Amendment Effective Date (the commitment of the Incremental Lender to make such Incremental Loan being called its “Incremental Commitment”). Amounts repaid in respect of the Incremental Loan may not be reborrowed. (b) The terms of the Incremental Loan shall be identical to the terms of the Term Loans made on the Closing Date and outstanding immediately prior to the effectiveness of this Amendment (such Term Loans, being referred to herein as the “Existing Loans”), except as such terms shall have been modified herebyotherwise set forth herein with respect to the initial making of the Incremental Loan. (c) Subject to the terms and conditions set forth herein and effective as of the First Amendment Effective Date, for all purposes of the Credit Documents, (i) the Incremental Loan made hereunder shall constitute an increase in the aggregate amount of the Existing Loans incurred, (ii) the Incremental Loan made hereunder shall be a “Borrowing” and “Term Loan” under the Credit Agreement and shall constitute a Borrowing of the same Type as the Existing Loans, and (iii) the Incremental Lender shall be a “Lender” under the Credit Agreement, shall be a party to the Credit Agreement as a Lender and shall have all the rights and obligations of, and benefits accruing to, a Lender under the Credit Agreement and shall be bound by all agreements, acknowledgements and other obligations of the Lenders. Without limiting the foregoing, the Incremental Loan made hereunder shall mature on the Maturity Date, shall participate in any mandatory or voluntary prepayments on a pro rata basis with the Existing Loans and shall bear interest at the rate specified in the Credit Agreement, as applicable to the Existing Loans. Each reference to the Credit Agreement in this paragraph (c) shall be deemed to be a reference to the Credit Agreement as amended by this Amendment. (d) The Incremental Lender (i) represents and warrants that it is legally authorized to enter into this Amendment, (ii) confirms that it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.01 thereof, as applicable, and has reviewed such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment, (iii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement or any other instrument or document furnished pursuant hereto or thereto, (iv) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement or any other instrument or document furnished pursuant hereto or thereto as are delegated to the Administrative Agent, as the case may be, by the terms thereof, together with such powers as are incidental thereto and (v) agrees that it will be bound by the provisions of the Credit Agreement and will perform in accordance with its terms all the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender. The Incremental Lender acknowledges that it has delivered to the Administrative Agent an Administrative Questionnaire in which it designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower and its affiliates, the Credit Parties and their related parties or their respective securities) will be made available and who may receive such information in accordance with the Incremental Lender’s compliance procedures and applicable laws, including Federal and state securities laws. (e) The funding of the Incremental Loan to be made hereunder shall be made in the manner contemplated by Section 2.02 of the Credit Agreement (mutatis mutandis). Unless previously terminated, the Incremental Commitment shall terminate at 5:00 p.m., New York City time, on the First Amendment Effective Date.