Common use of Incremental Loans Clause in Contracts

Incremental Loans. Any Incremental Commitments effected through the establishment of one or more new revolving credit commitments or new Term Loans not in the same Facility of any existing Class of Term Loans made on an Incremental Facility Closing Date shall be designated a separate Class of Incremental Commitments for all purposes of this Agreement. On any Incremental Facility Closing Date on which any Incremental Term Commitments of any Class are effected (including through any Term Loan Increase), subject to the satisfaction of the terms and conditions in this Section 2.14, (i) each Incremental Term Lender of such Class shall make a Loan to the Borrower (or any Loan Party organized under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, may be designated as a borrower in respect thereof so long as all obligors under such Incremental Facility are the same as with respect to the Loans hereunder) (an “Incremental Term Loan”) in an amount equal to its Incremental Term Commitment of such Class and (ii) each Incremental Term Lender of such Class shall become a Lender hereunder with respect to the Incremental Term Commitment of such Class and the Incremental Term Loans of such Class made pursuant thereto. On any Incremental Facility Closing Date on which any Incremental Revolving Credit Commitments of any Class are effected through the establishment of one or more new revolving credit commitments (including through any Revolving Commitment Increase), subject to the satisfaction of the terms and conditions in this Section 2.14, (i) each Incremental Revolving Credit Lender of such Class shall make its Commitment available to the Borrower (or any Loan Party organized under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, may be designated as a borrower in respect thereof so long as all obligors under such Incremental Facility are the same as with respect to the Loans hereunder) (when borrowed, “Incremental Revolving Credit Loans” and collectively with Incremental Term Loans, an “Incremental Loans”) in an amount equal to its Incremental Revolving Credit Commitment of such Class and (ii) each Incremental Revolving Credit Lender of such Class shall become a Lender hereunder with respect to the Incremental Revolving Credit Commitment of such Class and the Incremental Revolving Credit Loans of such Class made pursuant thereto. For the avoidance of doubt, Incremental Term Loans may have identical terms to any of the Term Loans and be treated as the same Class as any of such Term Loans.

Incremental Loans. Any Incremental Term Loans or Incremental Revolving Commitments effected through the establishment of one or more new term loans or new revolving credit commitments or new Term Loans not in the same Facility of any existing Class of Term Loans commitments, as applicable, made on an Incremental Facility Closing Date (other than a Loan Increase) shall be designated a separate Class of Incremental Commitments Term Loans or Incremental Revolving Commitments, as applicable, for all purposes of this Agreement. On any Incremental Facility Closing Date on which any Incremental Term Commitments of any Class are effected (including through any Term Loan Increase), subject to the satisfaction of the terms and conditions in this Section 2.14, (i) each Incremental Term Lender of such Class shall make a Loan to the Borrower (or any Loan Party organized under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, may be designated as a borrower in respect thereof so long as all obligors under such Incremental Facility are the same as with respect to the Loans hereunder) (an “Incremental Term Loan”) in an amount equal to its Incremental Term Commitment of such Class and (ii) each Incremental Term Lender of such Class shall become a Lender hereunder with respect to the Incremental Term Commitment of such Class and the Incremental Term Loans of such Class made pursuant thereto. On any Incremental Facility Closing Date on which any Incremental Revolving Credit Commitments of any Class are effected through the establishment of one or more new revolving credit commitments (including through any Revolving Commitment Increase), subject to the satisfaction of the terms and conditions in this Section 2.14, (i) each Incremental Revolving Credit Lender of such Class shall make its Commitment available to the Borrower (or any Loan Party organized under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, may be designated as a borrower in respect thereof so long as all obligors under such Incremental Facility are the same as with respect to the Loans hereunder) (when borrowed, an “Incremental Revolving Credit LoansLoan” and collectively with any Incremental Term LoansLoan, an “Incremental LoansLoan”) in an amount equal to its Incremental Revolving Credit Commitment of such Class and (ii) each Incremental Revolving Credit Lender of such Class shall become a Lender hereunder with respect to the Incremental Revolving Credit Commitment of such Class and the Incremental Revolving Credit Loans of such Class made pursuant thereto. For the avoidance of doubt, Incremental Term Loans may have identical terms to any of the Term Loans and be treated as the same Class as any of such Term Loans.

Incremental Loans. Any Incremental Commitments effected through the establishment of one or more new revolving credit commitments or new Term Loans not in the same Facility of any existing Class of Term Loans made on an Incremental Facility Closing Date shall be designated a separate Class of Incremental Commitments for all purposes of this Agreement. On any Incremental Facility Closing Date on which any Incremental Term Commitments of any Class are effected (including through any Term Loan Increase), subject to the satisfaction of the terms and conditions in this Section 2.14, (i) each Incremental Term Lender of such Class shall make a Loan to the Borrower (or any Loan Party organized under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, may be designated as a borrower in respect thereof so long as all obligors under such Incremental Facility are the same as with respect to the Loans hereunderthereof) (an “Incremental Term Loan”) in an amount equal to its Incremental Term Commitment of such Class and (ii) each Incremental Term Lender of such Class shall become a Lender hereunder with respect to the Incremental Term Commitment of such Class and the Incremental Term Loans of such Class made pursuant thereto. On any Incremental Facility Closing Date on which any Incremental Revolving Credit Commitments of any Class are effected through the establishment of one or more new revolving credit commitments (including through any Revolving Commitment Increase), subject to the satisfaction of the terms and conditions in this Section 2.14, (i) each Incremental Revolving Credit Lender of such Class shall make its Commitment available to the Borrower (or any Loan Party organized under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, that may be designated as a borrower in respect thereof so long as all obligors under such Incremental Facility are the same as with respect to the Loans hereunderthereof) (when borrowed, an “Incremental Revolving Credit LoansLoan” and collectively with any Incremental Term LoansLoan, an “Incremental LoansLoan”) in an amount equal to its Incremental Revolving Credit Commitment of such Class and (ii) each Incremental Revolving Credit Lender of such Class shall become a Lender hereunder with respect to the Incremental Revolving Credit Commitment of such Class and the Incremental Revolving Credit Loans of such Class made pursuant thereto. For Notwithstanding the avoidance of doubtforegoing, Incremental Term Loans may have identical terms to any of the Term Loans and be treated as the same Class as any of such Term Loans.

Incremental Loans. Any Incremental Commitments effected through the establishment of one or more new revolving credit commitments or new Term Loans not in the same Facility of any existing Class of Term Loans made on an Incremental Facility Closing Date shall be designated a separate Class of Incremental Commitments Term Loans for all purposes of this Agreement. On any Incremental Facility Closing Date on which any Incremental Term Commitments of any Class are effected (including through any Term Loan Increase), subject to the satisfaction (or waiver) of the terms and conditions in this Section 2.14, (i) each Incremental Term Lender of such Class shall make a Loan to the Borrower (or any Loan Party organized under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, may be designated as a borrower in respect thereof so long as all obligors under such Incremental Facility are the same as with respect to the Loans hereunder) (an “Incremental Term Loan”) in an amount equal to its Incremental Term Commitment of such Class and (ii) each Incremental Term Lender of such Class shall become a Lender hereunder with respect to the Incremental Term Commitment of such Class and the Incremental Term Loans of such Class made pursuant thereto. On any Incremental Facility Closing Date on which any Incremental Revolving Credit Commitments of any Class Loan Commitment are effected through the establishment of one or more new revolving credit commitments (including through any Revolving Commitment Increase)effected, subject to the satisfaction of the terms and conditions in this Section 2.14, (i) each Incremental Revolving Credit Lender of such Class shall make its Commitment available to the Borrower (or any Loan Party organized under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, may be designated as a borrower in respect thereof so long as all obligors under such Incremental Facility are the same as with respect to the Loans hereunder) (when borrowed, an “Incremental Revolving Credit LoansLoan” and collectively with any Incremental Term LoansLoan, an “Incremental LoansLoan”) in an amount equal to its Incremental Revolving Commitment Increase or New Revolving Credit Commitment of such Class Commitment, as applicable, and (ii) each Incremental Revolving Credit Lender of such Class shall become a Lender hereunder with respect to the Incremental Revolving Commitment Increase or the New Revolving Credit Commitment of such Class Commitment, as applicable, and the Incremental Revolving Credit Loans of such Class made pursuant thereto. For Notwithstanding the avoidance of doubtforegoing, Incremental Term Loans may have identical terms to any of the Term Loans and be treated as the same Class as any of such Term Loans.

Incremental Loans. Any Incremental Commitments Term Loans or Incremental Revolving Commitments, in each case, other than Loan Increases, effected through the establishment of one or more new revolving credit commitments Term Loans or new Term Loans not in the same Revolving Facility of any existing Class of Term Loans made on an Incremental Facility Closing Date shall be designated a separate Class of Incremental Commitments Term Loans or Incremental Revolving Commitments, as applicable, for all purposes of this Agreement. On any Incremental Facility Closing Date on which any Incremental Term Commitments of any Class are effected (including through any Term Loan Increase), subject to the satisfaction (or waiver) of the terms and conditions in this Section 2.142.20, (i) each Incremental Term Lender of such Class shall make a Loan to the Borrower (or any Loan Party organized under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, may be designated as a borrower in respect thereof so long as all obligors under such Incremental Facility are the same as with respect to the Loans hereunder) (an “Incremental Term Loan”) in an amount equal to its Incremental Term Commitment of such Class and (ii) each Incremental Term Lender of such Class shall become a Lender hereunder with respect to the Incremental Term Commitment of such Class and the Incremental Term Loans of such Class made pursuant thereto. On any Incremental Facility Closing Date on which any Incremental Revolving Credit Commitments Commitment of any Class are effected through the establishment of one or more new revolving credit commitments (including through any Revolving Commitment Increase), subject to the satisfaction (or waiver) of the terms and conditions in this Section 2.142.20, (i) each Incremental Revolving Credit Lender of such Class shall make its Commitment available to the Borrower (or any Loan Party organized under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, may be designated as a borrower in respect thereof so long as all obligors under such loans made pursuant to Incremental Facility are the same as with respect to the Loans hereunder) (when borrowedRevolving Commitments, “Incremental Revolving Credit Loans” and and, collectively with any Incremental Term LoansLoan, an the “Incremental Loans”) in an amount equal to its Incremental Revolving Credit Commitment of such Class Commitment, and (ii) each Incremental Revolving Credit Lender of such Class shall become a Lender hereunder with respect to the its Incremental Revolving Credit Commitment of such Class and the Incremental Revolving Credit Loans of such Class made pursuant thereto. For Notwithstanding the avoidance of doubtforegoing, Incremental Term Loans may have identical terms to any of the Term Loans and be treated as the same Class as any of such Term Loans.

Incremental Loans. Any Incremental Commitments effected through the establishment of one or more new revolving credit commitments or new Term Loans not in the same Facility of any existing Class of Term Loans made on an Incremental Facility Closing Date shall be designated a separate Class of Incremental Commitments for all purposes of this Agreement. On any Incremental Facility Closing Date on which any Incremental Term Commitments of any Class are effected (including through any Term Loan Increase), subject to the satisfaction of the terms and conditions in this Section 2.14, (i) each Incremental Term Lender of such Class shall make a Loan to the Borrower (or any Loan Party organized under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, may be designated as a borrower in respect thereof so long as all obligors under such Incremental Facility are the same as with respect to the Loans hereunder) (an “Incremental Term Loan”) in an amount equal to its Incremental Term Commitment of such Class and (ii) each Incremental Term Lender of such Class shall become a Lender hereunder with respect to the Incremental Term Commitment of such Class and the Incremental Term Loans of such Class made pursuant thereto. On any Incremental Facility Closing Date on which any Incremental Revolving Credit Commitments of any Class are effected through the establishment of one or more new revolving credit commitments (including through any Revolving Commitment Increase), subject to the satisfaction of the terms and conditions in this Section 2.14, (i) each Incremental Revolving Credit Lender of such Class shall make its Commitment available to the Borrower (or any Loan Party organized under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, may be designated as a borrower in respect thereof so long as all obligors under such Incremental Facility are the same as with respect to the Loans hereunder) (when borrowed, an “Incremental Revolving Credit LoansLoan” and collectively with any Incremental Term LoansLoan, an “Incremental LoansLoan”) in an amount equal to its Incremental Revolving Credit Commitment of such Class and (ii) each Incremental Revolving Credit Lender of such Class shall become a Lender hereunder with respect to the Incremental Revolving Credit Commitment of such Class and the Incremental Revolving Credit Loans of such Class made pursuant thereto. For Notwithstanding the avoidance of doubtforegoing, Incremental Term Loans may have identical terms to any of the Term Loans and be treated as the same Class as any of such Term Loans.

Incremental Loans. Any Incremental Commitments effected through the establishment of one or more new revolving credit commitments or new Term Loans not in the same Facility of any existing Class of Term Loans made on an Incremental Facility Closing Date shall be designated a separate Class of Incremental Commitments for all purposes of this Agreement. On any Incremental Facility Closing Date on which any Incremental Term Commitments of any Class are effected (including through any Term Loan Increase), subject to the satisfaction of the terms and conditions in this Section 2.14, (i) each Incremental Term Lender of such Class shall make a Loan to the Borrower (or any Loan Party organized under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, may be designated as a borrower in respect thereof so long as all obligors under such Incremental Facility are the same as with respect to the Loans hereunder) (an “Incremental Term Loan”) in an amount equal to its Incremental Term Commitment of such Class and (ii) each Incremental Term Lender of such Class shall become a Lender hereunder with respect to the Incremental Term Commitment of such Class and the Incremental Term Loans of such Class made pursuant thereto. On any Incremental Facility Closing Date on which any Incremental Revolving Credit Commitments of any Class are effected through the establishment of one or more new revolving credit commitments (including through any Revolving Commitment Increase)commitments, subject to the satisfaction of the terms and conditions in this Section 2.14, (i) each Incremental Revolving Credit Lender of such Class shall make its Commitment available to the Borrower (or any Loan Party organized under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, may be designated as a borrower in respect thereof so long as all obligors under such Incremental Facility are the same as with respect to the Loans hereunder) (when borrowed, an “Incremental Revolving Credit LoansLoan” and collectively with any Incremental Term LoansLoan, an “Incremental LoansLoan”) in an amount equal to its Incremental Revolving Credit Commitment of such Class and (ii) each Incremental Revolving Credit Lender of such Class shall become a Lender hereunder with respect to the Incremental Revolving Credit Commitment of such Class and the Incremental Revolving Credit Loans of such Class made pursuant thereto. For Notwithstanding the avoidance of doubtforegoing, Incremental Term Loans may have identical terms to any of the Term Loans and be treated as the same Class as any of such Term Loans.

Incremental Loans. Any Incremental Term Loans or Incremental Revolving Commitments effected through the establishment of one or more new term loans or new revolving credit commitments or new Term Loans not in the same Facility of any existing Class of Term Loans commitments, as applicable, made on an Incremental Facility Closing Date (other than a Loan Increase) shall be designated a separate Class of Incremental Commitments Term Loans or Incremental Revolving Commitments, as applicable, for all purposes of this Agreement. On any Incremental Facility Closing Date on which any Incremental Term Commitments of any Class are effected (including through any Term Loan Increase), subject to the satisfaction of the terms and conditions in this Section 2.14, (ia) each Incremental Term Lender of such Class shall make a Loan to the Borrower (or any Loan Party organized under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, may be designated as a borrower in respect thereof so long as all obligors under such Incremental Facility are the same as with respect to the Loans hereunder) (an “Incremental Term Loan”) in an amount equal to its Incremental Term Commitment of such Class and (iib) each Incremental Term Lender of such Class shall become a Lender hereunder with respect to the Incremental Term Commitment of such Class and the Incremental Term Loans of such Class made pursuant thereto. On any Incremental Facility Closing Date on which any Incremental Revolving Credit Commitments of any Class are effected through the establishment of one or more new revolving credit commitments (including through any Revolving Commitment Increase), subject to the satisfaction of the terms and conditions in this Section 2.14, (ia) each Incremental Revolving Credit Lender of such Class shall make its Commitment available to the Borrower (or any Loan Party organized under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, may be designated as a borrower in respect thereof so long as all obligors under such Incremental Facility are the same as with respect to the Loans hereunder) (when borrowed, an “Incremental Revolving Credit LoansLoan” and collectively with any Incremental Term LoansLoan, an “Incremental LoansLoan”) in an amount equal to its Incremental Revolving Credit Commitment of such Class and (iib) each Incremental Revolving Credit Lender of such Class shall become a Lender hereunder with respect to the Incremental Revolving Credit Commitment of such Class and the Incremental Revolving Credit Loans of such Class made pursuant thereto. For the avoidance of doubt, Incremental Term Loans may have identical terms to any of the Term Loans and be treated as the same Class as any of such Term Loans.

Incremental Loans. Any Incremental Commitments effected through the establishment of one or more new revolving credit commitments or new Term Loans not in the same Facility of any existing Class of Term Loans made on an Incremental Facility Closing Date shall be designated a separate Class of Incremental Commitments for all purposes of this Agreement. On any Incremental Facility Closing Date on which any Incremental Term Commitments of any Class are effected (including through any Term Loan Increase), subject to the satisfaction of the terms and conditions in this Section 2.14, (i) each Incremental Term Lender of such Class shall make a Loan to the Borrower (or any Loan Party organized under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, may be designated as a borrower in respect thereof so long as all obligors under such Incremental Facility are the same as with respect to the Loans hereunder) Borrowers (an “Incremental Term Loan”) in an amount equal to its Incremental Term Commitment of such Class and (ii) each Incremental Term Lender of such Class shall become a Lender hereunder with respect to the Incremental Term Commitment of such Class and the Incremental Term Loans of such Class made pursuant thereto. On any Incremental Facility Closing Date on which any Incremental Revolving Credit Commitments of any Class are effected through the establishment of one or more new revolving credit commitments (including through any Revolving Commitment Increase)provided, subject to the satisfaction of the terms and conditions in this Section 2.14, (i) each Incremental Revolving Credit Lender of such Class shall make its Commitment available to the Borrower (or any Loan Party organized under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, may be designated as a borrower in respect thereof so long as all obligors under such Incremental Facility are the same as with respect to the Loans hereunder) Borrowers (when borrowed, an “Incremental Revolving Credit LoansLoan” and collectively with any Incremental Term LoansLoan, an “Incremental LoansLoan”) in an amount equal to its Incremental Revolving Credit Commitment of such Class and (ii) each Incremental Revolving Credit Lender of such Class shall become a Lender hereunder with respect to the Incremental Revolving Credit Commitment of such Class and the Incremental Revolving Credit Loans of such Class made pursuant thereto. For the avoidance of doubt, Incremental Term Loans may have having identical terms to any of the other Term Loans and (other than original issue discount and/or upfront fees) may be treated as the same Class as any of such Term LoansLoans for all purposes herein.

Incremental Loans. Any (i) Incremental Loan Commitments effected through shall become Commitments under this Agreement pursuant to an amendment to this Agreement (each, an “Incremental Loan Amendment”) executed by the establishment Borrower, each Lender or other Person to whom any portion of one such Incremental Loan Commitments has been allocated (each, an “Incremental Lender”) and such amendments to the other Loan Documents (executed by the relevant Loan Party and the Administrative Agent only) as the Borrower and the Administrative Agent shall reasonably deem appropriate to effect such purpose. For the avoidance of doubt, no amendment executed for the purpose of making Incremental Loan Commitments under this Agreement shall require, as a condition to its effectiveness, the signature of any Lender that is not obligated to make an Incremental Loan under such amendment. The Incremental Loan Amendment shall be effective on the date the Administrative Agent receives satisfactory legal opinions (which shall include, for the avoidance of doubt, an opinion that such Incremental Loans Commitments do not contravene this Agreement as of the date of such increase), board resolutions and other closing documents deemed reasonably necessary by the Administrative Agent in connection with such increase; provided that, immediately prior to and after giving effect to such Incremental Loans, (A) no Default or more new revolving credit commitments Event of Default shall have occurred and be continuing, (B) each of the Parent REIT and the Borrower is in pro forma compliance with Section 7.1, such determination of pro forma compliance to be based on the then outstanding principal amount of Loans, and (C) each of the representations and warranties made by any Loan Party in or new pursuant to the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date, provided that, (x) to the extent that any such representation or warranty relates to a specific earlier date, they shall be true and correct in all material respects as of such earlier date, and (y) to the extent that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects on such respective dates. (ii) Each Incremental Loan Commitment shall designate the applicable Incremental Loans either as a separate series, an increase to the Initial Term Loans not or an increase to any prior series of Incremental Loans (in each case, a “Series”; for purposes of this Section 2.23, the same Facility of any existing Class of Initial Term Loans made on an Incremental Facility Closing Date and any increase thereof shall be designated deemed to be a separate Class of Incremental Commitments Series) for all purposes of this Agreement. Except for purposes of this Section 2.23, any Incremental Loans that are designated as an increase to the Initial Term Loans shall be deemed to be, effective as of the date (each, an “Incremental Loan Effective Date”) on which the Borrower proposes such Incremental Loan Commitments shall be effective, and after the making of such Incremental Loans, Initial Term Loans for all purposes of this Agreement. For the avoidance of doubt all Incremental Loans shall be incurred under this Agreement. (iii) On any Incremental Facility Closing Loan Effective Date on which any Incremental Term Loan Commitments of any Class Series are effected (including through any Term Loan Increase)effective, subject to the satisfaction of the foregoing terms and conditions in this Section 2.14(including, but not limited to, delivery of a Borrowing Notice), (i) each Incremental Term Lender of such Class any Series shall make a Loan to the Borrower (or any Loan Party organized under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, may be designated as a borrower in respect thereof so long as all obligors under such Incremental Facility are the same as with respect to the Loans hereunder) (an “Incremental Term Loan”) in an amount equal to its Incremental Term Loan Commitment of such Class Series and (ii) each Incremental Term Lender of such Class any Series shall become a Lender hereunder with respect to the Incremental Term Loan Commitment of such Class Series and the Incremental Term Loans of such Class Series made pursuant thereto. On any . (iv) The Administrative Agent shall notify Lenders promptly upon receipt of Borrower’s notice of each Incremental Facility Closing Loan Effective Date on which any and in respect thereof the Series of Incremental Revolving Credit Loan Commitments and the Incremental Lenders of such Series. (v) The Incremental Loans and Incremental Loan Commitments established pursuant to this Section 2.23 shall constitute Term Loans and Initial Term Loan Commitment under, and shall be entitled to all the benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit from the Guarantee Agreement equally and ratably with the other Obligations. (vi) The terms and provisions of the Incremental Loans and Incremental Loan Commitments of any Class are effected through the establishment of one or more new revolving credit commitments (including through any Revolving Commitment Increase), subject Series shall be identical to the satisfaction Initial Term Loans, provided that, (x) the applicable Incremental Loan Maturity Date of each Series shall be as set forth in the applicable Incremental Loan Amendment for such Series which date shall not be earlier than the Term Loan Maturity Date of the Initial Term Loans, (y) the terms and conditions in this Section 2.14, (i) each applicable to any Series of Incremental Revolving Credit Lender of such Class shall make its Commitment available to Loans maturing after the Borrower (or any Term Loan Party organized under the laws Maturity Date of the United States, any state thereof, Initial Term Loans may provide for material additional or different financial or other covenants or prepayment requirements applicable only during periods after the District of Columbia or any territory thereof, such Term Loan Maturity Date and (z) the Incremental Loans may be designated as a borrower in respect thereof so long as all obligors under such Incremental Facility are priced differently than the same as with respect to the Loans hereunder) (when borrowed, “Incremental Revolving Credit Loans” and collectively with Incremental Term Loans, an “Incremental Loans”) in an amount equal to its Incremental Revolving Credit Commitment of such Class and (ii) each Incremental Revolving Credit Lender of such Class shall become a Lender hereunder with respect to the Incremental Revolving Credit Commitment of such Class and the Incremental Revolving Credit Loans of such Class made pursuant thereto. For and the avoidance of doubt, Incremental Term Loans may have identical terms to any of the Term Loans and be treated as the same Class as any of such Initial Term Loans.

Incremental Loans. Any Incremental Term Loans or Incremental Revolving Credit Commitments effected through the establishment of one or more new revolving credit commitments or new Term Loans not in the same Facility of any existing Class of Term Loans made on an Incremental Facility Closing Date shall be designated a separate Class of Incremental Commitments Term Loans or Incremental Revolving Credit Commitments, as applicable, for all purposes of this Agreement. On any Incremental Facility Closing Date on which any Incremental Term Commitments of any Class are effected (including through any Term Loan Increase), subject to the satisfaction of the terms and conditions in this Section 2.14, (i) each Incremental Term Lender of such Class shall make a Loan to the applicable Borrower (or any Loan Party organized under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, may be designated as a borrower in respect thereof so long as all obligors under such Incremental Facility are the same as with respect to the Loans hereunder) (an “Incremental Term Loan”) in an amount equal to its Incremental Term Commitment of such Class and (ii) each Incremental Term Lender of such Class shall become a Lender hereunder with respect to the Incremental Term Commitment of such Class and the Incremental Term Loans of such Class made pursuant thereto. On any Incremental Facility Closing Date on which any Incremental Revolving Credit Commitments of any Class are effected through the establishment of one or more new revolving credit commitments (including through any Revolving Commitment Increase), subject to the satisfaction of the terms and conditions in this Section 2.14, (i) each Incremental Revolving Credit Lender of such Class shall make its Commitment available to the applicable Borrower (or any Loan Party organized under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, may be designated as a borrower in respect thereof so long as all obligors under such Incremental Facility are the same as with respect to the Loans hereunder) (when borrowed, an “Incremental Revolving Credit LoansLoan” and collectively with any Incremental Term LoansLoan, an “Incremental LoansLoan”) in an amount equal to its Incremental Revolving Credit Commitment of such Class and (ii) each Incremental Revolving Credit Lender of such Class shall become a Lender hereunder with respect to the Incremental Revolving Credit Commitment of such Class and the Incremental Revolving Credit Loans of such Class made pursuant thereto. For Notwithstanding the avoidance of doubtforegoing, Incremental Term Loans may have identical terms to any of the Term Loans and be treated as the same Class as any of such Term Loans.

Incremental Loans. Any Incremental Commitments effected through the establishment of one or more new revolving credit commitments or new Term Loans not in the same Facility of any existing Class of Term Loans made on an Incremental Facility Closing Date shall be designated a separate Class of Incremental Commitments for all purposes of this Agreement. On any Incremental Facility Closing Date on which any Incremental Term Commitments of any Class are effected (including through any Term Loan Increase), subject to the satisfaction of the terms and conditions in this Section ‎Section 2.14, (i) each Incremental Term Lender of such Class shall make a Loan to the Borrower (or any Loan Party organized under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, may be designated as a borrower in respect thereof so long as all obligors under such Incremental Facility are the same as with respect to the Loans hereunder) (an “Incremental Term Loan”) in an amount equal to its Incremental Term Commitment of such Class and (ii) each Incremental Term Lender of such Class shall become a Lender hereunder with respect to the Incremental Term Commitment of such Class and the Incremental Term Loans of such Class made pursuant thereto. On any Incremental Facility Closing Date on which any Incremental Revolving Credit Commitments of any Class are effected through the establishment of one or more new revolving credit commitments (including through any Revolving Commitment Increase), subject to the satisfaction of the terms and conditions in this Section ‎Section 2.14, (i) each Incremental Revolving Credit Lender of such Class shall make its Commitment available to the Borrower (or any Loan Party organized under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, may be designated as a borrower in respect thereof so long as all obligors under such Incremental Facility are the same as with respect to the Loans hereunder) (when borrowed, “Incremental Revolving Credit Loans” and collectively with Incremental Term Loans, an “Incremental Loans”) in an amount equal to its Incremental Revolving Credit Commitment of such Class and (ii) each Incremental Revolving Credit Lender of such Class shall become a Lender hereunder with respect to the Incremental Revolving Credit Commitment of such Class and the Incremental Revolving Credit Loans of such Class made pursuant thereto. For the avoidance of doubt, Incremental Term Loans may have identical terms to any of the Term Loans and be treated as the same Class as any of such Term Loans.

Incremental Loans. Any Incremental Term Loans or Incremental Revolving Credit Commitments effected through the establishment of one or more new revolving credit commitments or new Term Loans not in the same Facility of any existing Class of Term Loans made on an Incremental Facility Closing Date shall be designated a separate Class of Incremental Commitments Term Loans or Incremental Revolving Credit Commitments, as applicable, for all purposes of this Agreement. On any Incremental Facility Closing Date on which any Incremental Term Commitments of any Class are effected (including through any Term Loan Increase), subject to the satisfaction of the terms and conditions in this Section 2.14, (i) each Incremental Term Lender of such Class shall make a Loan to the Parent Borrower (or any Loan Party organized under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, may be designated as a borrower in respect thereof so long as all obligors under such Incremental Facility are the same as with respect to the Loans hereunder) (an “Incremental Term Loan”) in an amount equal to its Incremental Term Commitment of such Class and (ii) each Incremental Term Lender of such Class shall become a Lender hereunder with respect to the Incremental Term Commitment of such Class and the Incremental Term Loans of such Class made pursuant thereto. On any Incremental Facility Closing Date on which any Incremental Revolving Credit Commitments of any Class are effected through the establishment of one or more new revolving credit commitments (including through any Revolving Commitment Increase), subject to the satisfaction of the terms and conditions in this Section 2.14, (i) each Incremental Revolving Credit Lender of such Class shall make its Commitment available to the applicable Borrower (or any Loan Party organized under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, may be designated as a borrower in respect thereof so long as all obligors under such Incremental Facility are the same as with respect to the Loans hereunder) (when borrowed, an “Incremental Revolving Credit LoansLoan” and collectively with any Incremental Term LoansLoan, an “Incremental LoansLoan”) in an amount equal to its Incremental Revolving Credit Commitment of such Class and (ii) each Incremental Revolving Credit Lender of such Class shall become a Lender hereunder with respect to the Incremental Revolving Credit Commitment of such Class and the Incremental Revolving Credit Loans of such Class made pursuant thereto. For Notwithstanding the avoidance of doubtforegoing, Incremental Term Loans may have identical terms to any of the Term Loans and be treated as the same Class as any of such Term Loans.

Incremental Loans. Any Incremental Term Loans or Incremental Revolving Credit Commitments effected through the establishment of one or more new revolving credit commitments or new Term Loans not in (excluding, for the same Facility avoidance of doubt, through any existing Class of Term Loans Loan Increase) made on an Incremental Facility Closing Date shall be designated a separate Class of Incremental Commitments Term Loans or Incremental Revolving Credit Commitments, as applicable, for all purposes of this Agreement. On any Incremental Facility Closing Date on which any Incremental Term Commitments of any Class are effected (including through any Term Loan Increase), subject to the satisfaction (or waiver) of the terms and conditions in this Section 2.14, (i) each Incremental Term Lender of such Class shall make a Loan to the Borrower (or any Loan Party organized under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, may be designated as a borrower in respect thereof so long as all obligors under such Incremental Facility are the same as with respect to the Loans hereunder) (an “Incremental Term Loan”) in an amount equal to its Incremental Term Commitment of such Class and (ii) each Incremental Term Lender of such Class shall become a Lender hereunder with respect to the Incremental Term Commitment of such Class and the Incremental Term Loans of such Class made pursuant thereto. On any Incremental Facility Closing Date on which any Incremental Revolving Credit Commitments of any Class are effected through the establishment of one or more new revolving credit commitments (including through any Revolving Commitment Increase), subject to the satisfaction of the terms and conditions in this Section 2.14, (i) each Incremental Revolving Credit Lender of such Class shall make its Commitment available to the Borrower (or any Loan Party organized under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, may be designated as a borrower in respect thereof so long as all obligors under such Incremental Facility are the same as with respect to the Loans hereunder) (when borrowed, an “Incremental Revolving Credit LoansLoan” and collectively with any Incremental Term LoansLoan, an “Incremental LoansLoan”) in an amount equal to its Incremental Revolving Credit Commitment of such Class and (ii) each Incremental Revolving Credit Lender of such Class shall become a Lender hereunder with respect to the Incremental Revolving Credit Commitment of such Class and the Incremental Revolving Credit Loans of such Class made pursuant thereto. For Notwithstanding the avoidance of doubtforegoing, Incremental Term Loans may have identical terms to any of the Term Loans and be treated as the same Class as any of such Term Loans.

Incremental Loans. Any Incremental Commitments effected through the establishment of one or more new revolving credit commitments or new Term Loans not in the same Facility of any existing Class of Term Loans made on an Incremental Facility Closing Date shall be designated a separate Class of Incremental Commitments for all purposes of this Agreement. On any Incremental Facility Closing Effective Date on which any Incremental Term Commitments of any Class are effected (including through any Term Loan Increase), subject to the satisfaction or waiver of the terms and conditions expressly set forth in this Section 2.142.1(d)(iv), (iA) each Incremental Term Loan Lender of such Class shall make a Loan to the Borrower (or any Loan Party organized under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, may be designated as a borrower in respect thereof so long as all obligors under such Incremental Facility are the same as with respect to the Loans hereunder) (an “Incremental Term Loan”) in an amount equal to its Incremental Term Commitment in respect of such Class and (iiB) each Incremental Term Loan Lender of such Class shall become a Lender hereunder with respect to the Incremental Term Commitment of such Class and the Incremental Term Loans of such Class made pursuant thereto. Any Incremental Term Facility shall be designated as a separate Class of Incremental Term Loans for all purposes of this Agreement. On any Incremental Facility Closing Effective Date on which any Incremental Revolving Credit Loan Commitments of any Class are effected through the establishment of one or more new revolving credit commitments (including through any Revolving Commitment Increase)effected, subject to the satisfaction or waiver of the terms and conditions expressly set forth in this Section 2.142.1(d)(iv), (iA) each Incremental Revolving Credit Lender of such Class shall make its Commitment available to the Borrower (or any Loan Party organized under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, may be designated as a borrower in respect thereof so long as all obligors under such Incremental Facility are the same as with respect to the Loans hereunder) (when borrowed, an “Incremental Revolving Credit LoansLoan” and collectively with any Incremental Term LoansLoan, an “Incremental Loans”) in an amount equal to its Incremental Revolving Commitment Increase or New Revolving Credit Commitment of such Class Commitment, as applicable, and (iiB) each Incremental Revolving Credit Lender of such Class shall become a Lender hereunder with respect to the Incremental Revolving Commitment Increase or the New Revolving Credit Commitment of such Class Commitment, as applicable, and the Incremental Revolving Credit Loans of such Class made pursuant thereto. For the avoidance of doubt, Incremental Term Loans may have identical terms to any of the Term Loans and be treated as the same Class as any of such Term Loans.

Incremental Loans. Any Incremental Commitments effected through The Borrower shall have the establishment of right to request one or more new revolving credit commitments or new Term additional tranches of additional Loans not in (the same Facility of any existing Class of Term Loans made on an Incremental Facility Closing Date shall be designated a separate Class of Incremental Commitments for all purposes of this Agreement. On any Incremental Facility Closing Date on which any Incremental Term Commitments of any Class are effected (including through any Term Loan Increase), subject to the satisfaction of the terms and conditions in this Section 2.14, (i) each Incremental Term Lender of such Class shall make a Loan to the Borrower (or any Loan Party organized under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, may be designated as a borrower in respect thereof so long as all obligors under such Incremental Facility are the same as with respect to the Loans hereunder) (an “Incremental Term Loan”) in an amount equal to its Incremental Term Commitment of such Class and (ii) each Incremental Term Lender of such Class shall become a Lender hereunder with respect to the Incremental Term Commitment of such Class and the Incremental Term Loans of such Class made pursuant thereto. On any Incremental Facility Closing Date on which any Incremental Revolving Credit Commitments of any Class are effected through the establishment of one or more new revolving credit commitments (including through any Revolving Commitment Increase), subject to the satisfaction of the terms and conditions in this Section 2.14, (i) each Incremental Revolving Credit Lender of such Class shall make its Commitment available to the Borrower (or any Loan Party organized under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, may be designated as a borrower in respect thereof so long as all obligors under such Incremental Facility are the same as with respect to the Loans hereunder) (when borrowed, “Incremental Revolving Credit Loans” and collectively with Incremental Term Loans, an “Incremental Loans”) in an by providing written notice to the Administrative Agent, which notice shall be irrevocable once given; provided, however, that the aggregate amount equal to its Incremental Revolving Credit Commitment of such Class Incremental Loans shall not exceed One Hundred Million Dollars ($100,000,000). Each such Incremental Loan must be an aggregate minimum amount of $20,000,000 and integral multiples of $5,000,000 in excess thereof. The Administrative Agent and the Arrangers, in consultation with the Borrower, shall manage all aspects of such Incremental Loans, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase and the allocations of Incremental Loans among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to provide an Incremental Loan, and any new Lender becoming a party to this Agreement in connection with any such requested Incremental Loan must be an Eligible Assignee. Effecting the Incremental Loans under this Section is subject to the following conditions precedent: (w) the Administrative Agent shall have consented thereto (such consent not to be unreasonably withheld or delayed), (x) no Default or Event of Default shall be in existence on the effective date of such Incremental Loans, (y) the representations and warranties made or deemed made by the Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct on the effective date of such Incremental Loans except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder, and (z) the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by a Qualified Officer of the Borrower of (A) all partnership or other necessary action taken by the Borrower to authorize such Incremental Loans and (B) all corporate or other necessary action taken by Guarantor authorizing the guaranty of such Incremental Loans; and (ii) each Incremental Revolving Credit Lender an opinion of such Class shall become a Lender hereunder with respect counsel to the Incremental Revolving Credit Commitment of such Class Borrower and the Guarantor, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; and (iii) if requested, new Notes executed by the Borrower, payable to any new Lenders and replacement Notes, if requested by any applicable Lender, executed by the Borrower, payable to any existing Lenders making Incremental Revolving Credit Loans, in the amount of each such Lender’s Term Loan Exposure at the time of the effectiveness of the applicable Incremental Loans. In connection with any Incremental Loans pursuant to this Section 2.2 any Lender becoming a party hereto shall execute such documents and agreements as the Administrative Agent may reasonably request. The Incremental Loans (i) shall rank pari passu in right of such Class made pursuant theretopayment with the existing Loans, (ii) shall not mature earlier than the Maturity Date and (iii) shall be treated substantially the same as (and in any event no more favorably than) the existing Loans. For the avoidance of doubt, Incremental Term Loans may have identical terms be made hereunder pursuant to an amendment or restatement of this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each new Lender participating in such tranche (if any), each existing Lender participating in such tranche (if any) and the Administrative Agent. The Administrative Agent may, without the consent of any other Lenders (except as expressly required pursuant to Section 14.3), effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Term Loans and be treated as Administrative Agent, to effect the same Class as any provisions of such Term Loansthis Section 2.2.

Incremental Loans. Any Incremental Commitments effected through the establishment of one or more new revolving credit commitments or new Term Loans not in the same Facility of any existing Class of Term Loans made on an Incremental Facility Closing Date shall be designated a separate Class of Incremental Commitments for all purposes of this Agreement. On any Incremental Facility Closing Date on which any Incremental Term Commitments of any Class are effected (including through any Term Loan Increase), subject to the satisfaction of the terms and conditions in this Section 2.14, (i) each Incremental Term Lender of such Class shall make a Loan to the Borrower Company (or any Loan Party organized under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, that may be designated as a borrower in respect thereof so long as all obligors under such Incremental Facility are the same as with respect to the Loans hereunderthereof) (an “Incremental Term Loan”) in an amount equal to its Incremental Term Commitment of such Class and (ii) each Incremental Term Lender of such Class shall become a Lender hereunder with respect to the Incremental Term Commitment of such Class and the Incremental Term Loans of such Class made pursuant thereto. On any Incremental Facility Closing Date on which any Incremental Revolving Credit Commitments of any Class are effected through the establishment of one or more new revolving credit commitments (including through any Revolving Commitment Increase)commitments, subject to the satisfaction of the terms and conditions in this Section 2.14, (i) each Incremental Revolving Credit Lender of such Class shall make its Commitment available to the Borrower Company (or any Loan Party organized under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, that may be designated as a borrower in respect thereof so long as all obligors under such Incremental Facility are the same as with respect to the Loans hereunderthereof) (when borrowed, an “Incremental Revolving Credit LoansLoan” and collectively with any Incremental Term LoansLoan, an “Incremental LoansLoan”) in an amount equal to its Incremental Revolving Credit Commitment of such Class and (ii) each Incremental Revolving Credit Lender of such Class shall become a Lender hereunder with respect to the Incremental Revolving Credit Commitment of such Class and the Incremental Revolving Credit Loans of such Class made pursuant thereto. For Notwithstanding the avoidance of doubtforegoing, Incremental Term Loans may have identical terms to any of the Term Loans and be treated as the same Class as any of such Term Loans.

Incremental Loans. Any Incremental Commitments Term Loans effected through the establishment of one or more new revolving credit commitments or new Term Loans not in the same Facility of any existing Class of Term Loans made on an Incremental Facility Closing Date shall be designated a separate Class of Incremental Term Loans for all purposes of this Agreement. Any Additional Revolving Commitments effected through the establishment of one or more new Revolving Credit Commitments made on an Incremental Facility Closing Date shall be designated a separate Class of Incremental Revolving Commitments for all purposes of this Agreement. On any Incremental Facility Closing Date on which any Incremental Term Commitments of any Class are effected (including through any Term Loan Increase), subject to the satisfaction (or waiver) of the terms and conditions in this Section 2.14, (i) each Incremental Term Lender of such Class shall make a Loan to the Borrower (or any Loan Party organized under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, may be designated as a borrower in respect thereof so long as all obligors under such Incremental Facility are the same as with respect to the Loans hereunder) Borrowers (an “Incremental Term Loan”) in an amount equal to its Incremental Term Commitment of such Class and (ii) each Incremental Term Lender of such Class shall become a Lender hereunder with respect to the Incremental Term Commitment of such Class and the Incremental Term Loans of such Class made pursuant thereto. On any Incremental Facility Closing Date on which any Incremental Revolving Credit Commitments of any Class are effected through the establishment of one or more new revolving credit commitments (including through any Revolving Commitment Increase)Increases or Additional Revolving Commitments, as applicable, are effected, subject to the satisfaction (or waiver) of the terms and conditions in this Section 2.14, (i) each Incremental Revolving Credit Lender of such Class shall make its Commitment available to the Borrower (or any Loan Party organized under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, may be designated as a borrower in respect thereof so long as all obligors under such Incremental Facility are the same as with respect to the Loans hereunder) Borrowers (when borrowed, an “Incremental Revolving Credit LoansLoan” and collectively with any Incremental Term LoansLoan, an “Incremental LoansLoan”) in an amount equal to its Incremental Revolving Credit Commitment of such Class Increase or Additional Revolving Commitment, as applicable, and (ii) each Incremental Revolving Credit Lender of such Class shall become a Lender hereunder with respect to the Incremental Revolving Credit Commitment of such Class Increase or Additional Revolving Commitment, as applicable, and the Incremental Revolving Credit Loans of such Class made pursuant thereto. For Notwithstanding the avoidance of doubtforegoing, (i) Incremental Term Loans may in the form of a Term Loan Increase shall have identical terms (other than with respect to original issue discount or upfront fees) to the relevant Class of increased Term Loans and shall be treated as the same Class as such Term Loans and (ii) Revolving Credit Loans under any Revolving Commitment Increase shall have identical terms (other than in respect of underwriting, arrangement, structuring, ticking, commitment, upfront or similar fees, and other fees payable in connection therewith) to the Term relevant increased Class of Revolving Credit Loans and be treated as the same Class as any of such Term Revolving Credit Loans.

Incremental Loans. Any Incremental Commitments effected through the establishment of one or more new revolving credit commitments or new Term Loans not in the same Facility of any existing Class of Term Loans made on an Incremental Facility Closing Date shall be designated a separate Class of Incremental Commitments for all purposes of this Agreement, except in the case of a Term Loan Increase or a Revolving Commitment Increase. On any Incremental Facility Closing Date on which any Incremental Term Commitments of any Class are effected (including through any Term Loan Increase), subject to the satisfaction of the terms and conditions in this Section 2.14, (i) each Incremental Term Lender of such Class shall make a Loan to the Borrower (or any Loan Party organized under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, may be designated as a borrower in respect thereof so long as all obligors under such Incremental Facility are the same as with respect to the Loans hereunder) (an “Incremental Term Loan”) in an amount equal to its Incremental Term Commitment of such Class and (ii) each Incremental Term Lender of such Class shall become a Lender hereunder with respect to the Incremental Term Commitment of such Class and the Incremental Term Loans of such Class made pursuant thereto. On any Incremental Facility Closing Date on which any Incremental Revolving Credit Commitments of any Class are effected through the establishment of one or more new revolving credit commitments (including through any Revolving Commitment Increase), subject to the satisfaction of the terms and conditions in this Section 2.14, (i) each Incremental Revolving Credit Lender of such Class shall make its Commitment available to the Borrower (or any Loan Party organized under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, may be designated as a borrower in respect thereof so long as all obligors under such Incremental Facility are the same as with respect to the Loans hereunder) (when borrowed, an “Incremental Revolving Credit LoansLoan” and collectively with any Incremental Term LoansLoan, an “Incremental LoansLoan”) in an amount equal to its Incremental Revolving Credit Commitment of such Class and (ii) each Incremental Revolving Credit Lender of such Class shall become a Lender hereunder with respect to the Incremental Revolving Credit Commitment of such Class and the Incremental Revolving Credit Loans of such Class made pursuant thereto. For Notwithstanding the avoidance of doubtforegoing, Incremental Term Loans may have identical terms to any of the Term Loans and be treated as the same Class as any of such Term Loans.

Incremental Loans. Any Incremental Commitments effected through the establishment of one or more new revolving credit commitments or new Term Loans not in the same Facility of any existing Class of Term Loans made on an Incremental Facility Closing Date shall be designated a separate Class of Incremental Commitments for all purposes of this Agreement, except in the case of a Term Loan Increase or a Revolving Commitment Increase. On any Incremental Facility Closing Date on which any Incremental Term Commitments of any Class or Facility are effected (including through any Term Loan Increase), subject to the satisfaction of the terms and conditions in this Section 2.14, (i) each Incremental Term Lender of such Class shall make a Loan to the Borrower Borrowers (or any Loan Party organized under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, may be designated as a borrower in respect thereof so long as all obligors under such Incremental Facility Term Commitments are the same as with respect to the Loans hereunder) (an “Incremental Term Loan”) in an amount equal to its Incremental Term Commitment of such Class and (ii) each Incremental Term Lender of such Class shall become a Lender hereunder with respect to the Incremental Term Commitment of such Class and the Incremental Term Loans of such Class made pursuant thereto. On any Incremental Facility Closing Date on which any Incremental Revolving Credit Commitments of any Class are effected through the establishment of one or more new revolving credit commitments (including through any Revolving Commitment Increase), subject to the satisfaction of the terms and conditions in this Section 2.14, (i) each Incremental Revolving Credit Lender of such Class shall make its Commitment available to the Borrower Borrowers (or any Loan Party organized under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, may be designated as a borrower in respect thereof so long as all obligors under such Incremental Facility Revolving Credit Commitments are the same as with respect to the Loans hereunder) (when borrowed, an “Incremental Revolving Credit LoansLoan” and collectively with any Incremental Term LoansLoan, an “Incremental LoansLoan”) in an amount equal to its Incremental Revolving Credit Commitment of such Class and (ii) each Incremental Revolving Credit Lender of such Class shall become a Lender hereunder with respect to the Incremental Revolving Credit Commitment of such Class and the Incremental Revolving Credit Loans of such Class made pursuant thereto. For the avoidance of doubt, Incremental Term Loans may may, but are not required to, have identical terms to any of the Term Loans and be treated as the same Class as any of such Term Loans.

Incremental Loans. Any Incremental Term Loans or Incremental Revolving Credit Commitments effected through the establishment of one or more new revolving credit commitments or new Term Loans not in the same Facility of any existing Class of Term Loans made on an Incremental Facility Closing Date shall be designated a separate Class of Incremental Commitments Term Loans or Incremental Revolving Credit Commitments, as applicable, for all purposes of this Agreement. On any Incremental Facility Closing Date on which any Incremental Term Commitments of any Class are effected (including through any Term Loan Increase), subject to the satisfaction of the terms and conditions in this Section 2.14, (i) each Incremental Term Lender of such Class shall make a Loan to the Parent Borrower (or any Loan Party organized under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, may be designated as a borrower in respect thereof so long as all obligors under such Incremental Facility are the same as with respect to the Loans hereunder) (an “Incremental Term Loan”) in an amount equal to its Incremental Term Commitment of such Class and (ii) each Incremental Term Lender of such Class shall become a Lender hereunder with respect to the Incremental Term Commitment of such Class and the Incremental Term Loans of such Class made pursuant thereto. On any Incremental Facility Closing Date on which any Incremental Revolving Credit Commitments of any Class are effected through the establishment of one or more new revolving credit commitments (including through any Revolving Commitment Increase), subject to the satisfaction of the terms and conditions in this Section 2.14, (i) each Incremental Revolving Credit Lender of such Class shall make its Commitment available to the Parent Borrower (or any Loan Party organized under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, may be designated as a borrower in respect thereof so long as all obligors under such Incremental Facility are the same as with respect to the Loans hereunder) (when borrowed, an “Incremental Revolving Credit LoansLoan” and collectively with any Incremental Term LoansLoan, an “Incremental LoansLoan”) in an amount equal to its Incremental Revolving Credit Commitment of such Class and (ii) each Incremental Revolving Credit Lender of such Class shall become a Lender hereunder with respect to the Incremental Revolving Credit Commitment of such Class and the Incremental Revolving Credit Loans of such Class made pursuant thereto. For Notwithstanding the avoidance of doubtforegoing, Incremental Term Loans may have identical terms to any of the Term Loans and be treated as the same Class as any of such Term Loans.

Incremental Loans. Any Incremental Commitments effected through the establishment of one Facility (but not any Term Loan Increase, Revolving Commitment Increase or more new revolving credit commitments or new Term Loans not in the same Facility of any existing Class of Term Loans DDTL Commitment Increase) made on an Incremental Facility Closing Date shall be designated a separate Class of Incremental Commitments for all purposes of this Agreement. On any Incremental Facility Closing Date on which any Incremental Term Commitments of any Class are effected (including through any Term Loan Increase)effected, subject to the satisfaction of the terms and conditions in this Section 2.14, (i) each Incremental Term Lender of such Class shall make a Loan to the Borrower (or any Loan Party organized under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, may be designated as a borrower in respect thereof so long as all obligors under such Incremental Facility are the same as with respect to the Loans hereunder) (an “Incremental Term Loan”) in an amount equal to its Incremental Term Commitment of such Class and (ii) each Incremental Term Lender of such Class shall become a Lender hereunder with respect to the such Incremental Term Commitment of such Class and the Incremental Term Loans of such Class made pursuant thereto. On any Incremental Facility Closing Date on which any Incremental Revolving Credit Commitments of any Class are effected through the establishment of one or more new revolving credit commitments (including through any Revolving Commitment Increase)effected, subject to the satisfaction of the terms and conditions in this Section 2.14, (i) each Incremental Revolving Credit Lender of such Class shall make its Commitment available to the Borrower (or any Loan Party organized under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, may be designated as a borrower in respect thereof so long as all obligors under such Incremental Facility are the same as with respect to the Loans hereunder) (when borrowed, “Incremental Revolving Credit Loans” and collectively with Incremental Term Loans, an “Incremental Loans”) in an amount equal to its Incremental Revolving Credit Commitment of such Class and (ii) each Incremental Revolving Credit Lender of such Class shall become a Lender hereunder with respect to the such Incremental Revolving Credit Commitment of such Class and the Incremental Revolving Credit Loans made pursuant thereto. On any Incremental Facility Closing Date on which any Incremental DDTL Commitments are effected, subject to the satisfaction of the terms and conditions in this Section 2.14, (i) each Incremental DDTL Lender shall make its Commitment available to the borrower thereof (when borrowed, “Incremental DDTLs”, and collectively with the Incremental Term Loans and the Incremental Revolving Credit Loans, “Incremental Loans”) in an amount equal to its Incremental DDTL Commitment and (ii) each Incremental DDTL Lender shall become a Lender hereunder with respect to such Class Incremental DDTL Commitment and the Incremental DDTLs made pursuant thereto. For the avoidance of doubt, to the extent permitted by applicable law or tax regulation, Incremental Term Loans and Incremental DDTLs may have identical terms to any of the Term Loans and be treated as the same Class as any of such Term Loans.

Incremental Loans. Any Incremental Commitments Term Loans (other than Term Loan Increases) effected through the establishment of one or more new revolving credit commitments or new Term Loans not in the same Facility of any existing Class of Term Loans made on an Incremental Facility Closing Date shall be designated a separate Class of Incremental Commitments Term Loans for all purposes of this Agreement. On any Incremental Facility Closing Date on which any Incremental Term Commitments of any Class are effected (including through any Term Loan Increase), subject to the satisfaction (or waiver) of the terms and conditions in this Section 2.14, (i) each Incremental Term Lender of such Class shall make a Loan to the Borrower (or any Loan Party organized under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, may be designated as a borrower in respect thereof so long as all obligors under such Incremental Facility are the same as with respect to the Loans hereunder) (an “Incremental Term Loan”) in an amount equal to its Incremental Term Commitment of such Class and (ii) each Incremental Term Lender of such Class shall become a Lender hereunder with respect to the Incremental Term Commitment of such Class and the Incremental Term Loans of such Class made pursuant thereto. On any Incremental Facility Closing Date on which any Incremental Revolving Credit Commitments of any Class Loan Commitment are effected through the establishment of one or more new revolving credit commitments (including through any Revolving Commitment Increase)effected, subject to the satisfaction of the terms and conditions in this Section 2.14, (i) each Incremental Revolving Credit Lender of such Class shall make its Commitment available to the Borrower (or any Loan Party organized under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, may be designated as a borrower in respect thereof so long as all obligors under such Incremental Facility are the same as with respect to the Loans hereunder) (when borrowed, an “Incremental Revolving Credit LoansLoan” and collectively with any Incremental Term LoansLoan, an “Incremental LoansLoan”) in an amount equal to its Incremental Revolving Commitment Increase or New Revolving Credit Commitment of such Class Commitment, as applicable, and (ii) each Incremental Revolving Credit Lender of such Class shall become a Lender hereunder with respect to the Incremental Revolving Commitment Increase or the New Revolving Credit Commitment of such Class Commitment, as applicable, and the Incremental Revolving Credit Loans of such Class made pursuant thereto. For Notwithstanding the avoidance of doubtforegoing, Incremental Term Loans may have identical terms to any of the Term Loans and be treated as the same Class as any of such Term Loans.

Incremental Loans. Any Incremental Commitments Term Loans (other than Term Loan Increases) effected through the establishment of one or more new revolving credit commitments or new Term Loans not in the same Facility of any existing Class of Term Loans made on an Incremental Facility Closing Date shall be designated a separate Class of Incremental Commitments Term Loans for all purposes of this Agreement. On any Incremental Facility Closing Date on which any Incremental Term Commitments of any Class are effected (including through any Term Loan Increase), subject to the satisfaction (or waiver) of the terms and conditions in this Section 2.14, (i) each Incremental Term Lender of such Class shall make a Loan to the Borrower (or any Loan Party organized under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, may be designated as a borrower in respect thereof so long as all obligors under such Incremental Facility are the same as with respect to the Loans hereunder) (an “Incremental Term Loan”) in an amount equal to its Incremental Term Commitment of such Class and (ii) each Incremental Term Lender of such Class shall become a Lender hereunder with respect to the Incremental Term Commitment of such Class and the Incremental Term Loans of such Class made pursuant thereto. On any Incremental Facility Closing Date on which any Incremental Revolving Credit Commitments of any Class are effected through the establishment of one or more new revolving credit commitments (including through any Revolving Loan Commitment Increase)is effected, subject to the satisfaction of the terms and conditions in this Section 2.14, (i) each Incremental Revolving Credit Lender of such Class shall make its Commitment available to the Borrower (or any Loan Party organized under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, may be designated as a borrower in respect thereof so long as all obligors under such Incremental Facility are the same as with respect to the Loans hereunder) (when borrowed, “Incremental Revolving Credit Loans” and collectively with Incremental Term Loans, an “Incremental LoansRevolving Loan” and, collectively with any Incremental Term Loan, an “Incremental Loan”) in an amount equal to its Incremental Revolving Commitment Increase or New Revolving Credit Commitment of such Class Commitment, as applicable, and (ii) each Incremental Revolving Credit Lender of such Class shall become a Lender hereunder with respect to the Incremental Revolving Commitment Increase or the New Revolving Credit Commitment of such Class Commitment, as applicable, and the Incremental Revolving Credit Loans of such Class made pursuant thereto. For Notwithstanding the avoidance of doubtforegoing, Incremental Term Loans may have identical terms to any of the Term Loans and be treated as the same Class as any of such Term Loans.

Incremental Loans. Any (a) The Borrower may, by written notice to the Administrative Agent from time to time, request Incremental Loan Commitments, in an amount not to exceed the Incremental Amount at the time such Incremental Loan Commitments effected through the establishment of are established, from one or more new revolving credit commitments or new Incremental Term Loans not in the same Facility of Lenders (which may include any existing Class Lender and which must be Eligible Assignees) willing to provide such Incremental Loan Commitments in their own discretion. Such notice shall set forth (i) the amount of the Incremental Loan Commitments being requested (which shall be in minimum increments of $1,000,000 and a minimum amount of $5,000,000 or equal to the remaining Incremental Amount or in each case such lesser amount approved by the Administrative Agent), (ii) the date on which such Incremental Loan Commitments are requested to become effective (which shall not be less than 10 Business Days nor more than 60 days after the date of such notice), and (iii) whether such Incremental Loan Commitments are commitments to make additional Loans or commitments to make term loans with terms different from the Loans (“Other Loans”). (b) The Borrower may seek Incremental Loan Commitments from existing Lenders (each of which shall be entitled to agree or decline to participate in its sole discretion) and additional banks, financial institutions and other institutional lenders who will become Incremental Term Loans made on Lenders in connection therewith. The Borrower and each Incremental Term Lender shall execute and deliver to the Administrative Agent an Incremental Facility Closing Date Loan Assumption Agreement and such other documentation as the Administrative Agent shall reasonably specify to evidence the Incremental Loan Commitment of each Incremental Term Lender. The terms and provisions of the Incremental Loans (excluding amortization, maturity, pricing, fees and rate floors) shall be designated a separate Class of Incremental Commitments for all purposes of this Agreement. On any Incremental Facility Closing Date on which any Incremental Term Commitments of any Class are effected (including through any Term Loan Increase), subject identical to the satisfaction those of the terms and conditions in this Section 2.14Loans except as otherwise set forth herein. Without the prior written consent of the Required Lenders, (i) each Incremental Term Lender the final maturity date of such Class any Other Loans shall make a Loan to be no earlier than the Borrower (or any Loan Party organized under the laws of the United StatesMaturity Date, any state thereof, the District of Columbia or any territory thereof, may be designated as a borrower in respect thereof so long as all obligors under such Incremental Facility are the same as with respect to the Loans hereunder) (an “Incremental Term Loan”) in an amount equal to its Incremental Term Commitment of such Class and (ii) each Incremental Term Lender the average life to maturity of the Other Loans shall be no shorter than the average life to maturity of the Loans. (c) if the initial yield on such Other Loans (as determined by the Administrative Agent to be equal to the sum of (x) the margin above the Adjusted LIBO Rate on such Other Loans and (y) if such Other Loans are initially made at a discount or the Lenders making the same receive a fee directly or indirectly from the Borrower or any Subsidiary for doing so (the amount of such Class discount or fee, expressed as a percentage of the Other Loans, being referred to herein as “OID”), the amount of such OID divided by the lesser of (1) the average life to maturity of such Other Loans and (2) four) exceeds the applicable margin then in effect for Eurocurrency Loans by more than 50 basis points (the amount of such excess above 50 basis points being referred to herein as the “Yield Differential”), then the applicable margin then in effect for Loans shall become automatically be increased by the Yield Differential, effective upon the making of the Other Loans; provided that, to the extent any portion of the Yield Differential is attributable to a Lender hereunder higher “LIBOR floor” being applicable to such Other Loans, such floor shall only be included in the calculation of the Yield Differential to the extent such floor is greater than the higher of the Adjusted LIBO Rate in effect for an Interest Period of three months’ duration at such time and the “LIBOR floor” applicable to the initial Loans, and, with respect to such excess, the “LIBOR floor” applicable to the outstanding Loans shall be increased to an amount not to exceed the “LIBOR floor” applicable to such Other Loans prior to any increase in the applicable margin applicable to such Loans then outstanding. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Incremental Loan Assumption Agreement. Each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Loan Assumption Agreement, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Incremental Term Loan Commitment of such Class and the Incremental Term Loans evidenced thereby, and the Administrative Agent and the Borrower may revise this Agreement to evidence such amendments. (d) Notwithstanding the foregoing, no Incremental Loan Commitment shall become effective under this Section 2.04 unless on the date of such Class made pursuant theretoeffectiveness, the conditions set forth in Section 4.02 shall be satisfied. (e) Each of the parties hereto hereby agrees that the Administrative Agent may, in consultation with the Borrower, take any and all action as may be reasonably necessary to ensure that all Incremental Loans (other than Other Loans), when originally made, are included in each Borrowing of outstanding Loans on a pro rata basis. On This may be accomplished by requiring each outstanding Eurocurrency Borrowing to be converted into an ABR Borrowing on the date of each Incremental Loan, or by allocating a portion of each Incremental Loan to each outstanding Eurocurrency Borrowing on a pro rata basis. Any conversion of Eurocurrency Loans to ABR Loans required by the preceding sentence shall be subject to Section 2.15. If any Incremental Facility Closing Date on which Loan is to be allocated to an existing Interest Period for a Eurocurrency Borrowing, then the interest rate thereon for such Interest Period and the other economic consequences thereof shall be as set forth in the applicable Incremental Loan Assumption Agreement. In addition, to the extent any Incremental Revolving Credit Commitments Loans are not Other Loans, the scheduled amortization payments under Section 2.09 required to be made after the making of any Class are effected through such Incremental Loans shall be ratably increased by the establishment aggregate principal amount of one or more new revolving credit commitments (including through any Revolving Commitment Increase), subject such Incremental Loans and shall be further increased for all Lenders on a pro rata basis to the satisfaction of extent necessary to avoid any reduction in the terms and conditions in this Section 2.14, (i) each Incremental Revolving Credit Lender of amortization payments to which the Lenders were entitled before such Class shall make its Commitment available to the Borrower (or any Loan Party organized under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, may be designated as a borrower in respect thereof so long as all obligors under such Incremental Facility are the same as with respect to the Loans hereunder) (when borrowed, “Incremental Revolving Credit Loans” and collectively with Incremental Term Loans, an “Incremental Loans”) in an amount equal to its Incremental Revolving Credit Commitment of such Class and (ii) each Incremental Revolving Credit Lender of such Class shall become a Lender hereunder with respect to the Incremental Revolving Credit Commitment of such Class and the Incremental Revolving Credit Loans of such Class made pursuant thereto. For the avoidance of doubt, Incremental Term Loans may have identical terms to any of the Term Loans and be treated as the same Class as any of such Term Loansrecalculation.

Incremental Loans. Any Incremental Commitments Term Loans effected through the establishment of one or more new revolving credit commitments or new Term Loans not in the same Facility of any existing Class of Term Loans made on an Incremental Facility Closing Date shall be designated a separate Class of Incremental Commitments Term Loans for all purposes of this Agreement. On any Incremental Facility Closing Date on which any Incremental Term Commitments of any Class are effected (including through any Term Loan Increase), subject to the satisfaction of the terms and conditions in this Section 2.142.15, (i) each Incremental Term Lender of such Class shall make a Loan to the Borrower (or any Loan Party organized under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, may be designated as a borrower in respect thereof so long as all obligors under such Incremental Facility are the same as with respect to the Loans hereunder) Borrowers (an “Incremental Term Loan”) in an amount equal to its Incremental Term Commitment of such Class and (ii) each Incremental Term Lender of such Class shall become a Lender hereunder with respect to the Incremental Term Commitment of such Class and the Incremental Term Loans of such Class made pursuant thereto. On any Incremental Facility Closing Date on which any Incremental Revolving Credit Commitments of any Class are effected through the establishment of one or more new revolving credit commitments (including through any Revolving Commitment Increase)Increase is effected, subject to the satisfaction of the terms and conditions in this Section 2.142.15, (i) each Incremental Revolving Credit Lender of such Class shall make its Revolving Credit Commitment available to the Borrower (or any Loan Party organized under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, may be designated as a borrower in respect thereof so long as all obligors under such Incremental Facility are the same as with respect to the Loans hereunder) (when borrowed, “Incremental Revolving Credit Loans” and collectively with Incremental Term Loans, an “Incremental Loans”) in an amount equal to its Incremental Revolving Credit Commitment of such Class Borrowers and (ii) each Incremental Revolving Credit Lender of such Class shall become a Lender hereunder with respect to its portion of the Incremental Revolving Credit Commitment of such Class and Increase. Notwithstanding the Incremental Revolving Credit Loans of such Class made pursuant thereto. For the avoidance of doubtforegoing, Incremental Term Loans may have identical terms to any of the Term Loans and be treated as the same Class as any of such Term Loans.

Incremental Loans. Any Incremental Term Loans or Incremental Revolving Credit Commitments effected through the establishment of one or more new revolving credit commitments or new Term Loans not in the same Facility of any existing Class of Term Loans term loans made on an Incremental Facility Closing Date shall be designated a separate Class of Incremental Commitments Term Loans or Incremental Revolving Credit Commitments, as applicable, for all purposes of this Agreement. On any Incremental Facility Closing Date on which any Incremental Term Commitments of any Class are effected (including through any Term Loan Increase)effected, subject to the satisfaction of the terms and conditions in this Section 2.14, (i) each Incremental Term Lender of such Class shall make a Loan to the Borrower (or any Loan Party organized under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, may be designated as a borrower in respect thereof so long as all obligors under such Incremental Facility are the same as with respect to the Loans hereunder) (an “Incremental Term Loan”) in an amount equal to its Incremental Term Commitment of such Class and (ii) each Incremental Term Lender of such Class shall become a Lender hereunder with respect to the Incremental Term Commitment of such Class and the Incremental Term Loans of such Class made pursuant thereto. On any Incremental Facility Closing Date on which any Incremental Revolving Credit Commitments of any Class are effected through the establishment of one or more new revolving credit commitments (including through any Revolving Commitment Increase), subject to the satisfaction of the terms and conditions in this Section 2.14, (i) each Incremental Revolving Credit Lender of such Class shall make its Commitment available to the Borrower (or any Loan Party organized under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, may be designated as a borrower in respect thereof so long as all obligors under such Incremental Facility are the same as with respect to the Loans hereunder) (when borrowed, an “Incremental Revolving Credit LoansLoan” and collectively with any Incremental Term LoansLoan, an “Incremental LoansLoan”) in an amount equal to its Incremental Revolving Credit Commitment of such Class and (ii) each Incremental Revolving Credit Lender of such Class shall become a Lender hereunder with respect to the Incremental Revolving Credit Commitment of such Class and the Incremental Revolving Credit Loans of such Class made pursuant thereto. For the avoidance of doubt, Incremental Term Loans may have identical terms to any of the Term Loans and be treated as the same Class as any of such Term Loans.

Incremental Loans. Any Incremental Term Loans or Incremental Revolving Commitments effected through the establishment of one or more new term loans or new revolving credit commitments or new Term Loans not in the same Facility of any existing Class of Term Loans commitments, as applicable, made on an Incremental Facility Closing Date (other than a Loan Increase) shall be designated a separate Class of Incremental Commitments Term Loans or Incremental Revolving Commitments, as applicable, for all purposes of this Agreement. On any Incremental Facility Closing Date on which any Incremental Term Commitments of any Class are effected (including through any Term Loan Increase), subject to the satisfaction of the terms and conditions in this Section 2.14, (ia) each Incremental Term Lender of such Class (other than in respect of Incremental Delayed Draw Term Loans) shall make a Loan to the Borrower (or together with any Loan Party organized under the laws of the United StatesIncremental Delayed Draw Term Loan, any state thereof, the District of Columbia or any territory thereof, may be designated as a borrower in respect thereof so long as all obligors under such Incremental Facility are the same as with respect to the Loans hereunder) (an “Incremental Term Loan”) in an amount equal to its Incremental Term Commitment of such Class and Class, (iib) each Incremental Term Lender of such Class shall become a Lender hereunder with respect to the Incremental Term Commitment of such Class and the Incremental Term Loans of such Class made pursuant thereto. On any Incremental Facility Closing Date on which any Incremental Revolving Credit Commitments of any Class are effected through the establishment of one or more new revolving credit commitments (including through any Revolving Commitment Increase), subject to the satisfaction of the terms and conditions in this Section 2.14, (ia) each Incremental Revolving Credit Lender of such Class shall make its Commitment available to the Borrower (or any Loan Party organized under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, may be designated as a borrower in respect thereof so long as all obligors under such Incremental Facility are the same as with respect to the Loans hereunder) (when borrowed, an “Incremental Revolving Credit LoansLoan” and collectively with any Incremental Term LoansLoan, an “Incremental LoansLoan”) in an amount equal to its Incremental Revolving Credit Commitment of such Class and (iib) each Incremental Revolving Credit Lender of such Class shall become a Lender hereunder with respect to the Incremental Revolving Credit Commitment of such Class and the Incremental Revolving Credit Loans of such Class made pursuant thereto. For On any Incremental Facility Closing Date on which any Incremental Delayed Draw Term Loan Commitments of any Class are effected (including through any Term Loan Increase in respect of Incremental Delayed Draw Term Loan Commitments), subject to the avoidance satisfaction of doubtthe terms and conditions in this Section 2.14, each Incremental Term Loans may have identical terms to any of the Term Loans and be treated as the same Class as any Lender of such Class shall make its Incremental Delayed Draw Term LoansLoan Commitment available to the Borrower (when borrowed, an “Incremental Delayed Draw Term Loan”) in an amount equal to its Incremental Revolving Commitment of such Class (each date of borrowing of such Incremental Delayed Draw Term Loan, an “Incremental Delayed Draw Term Loan Funding Date”).

Incremental Loans. Any Incremental Commitments effected through the establishment of one or more new revolving credit commitments or new Term Loans not in the same Facility of any existing Class of Term Loans made on an Incremental Facility Closing Date shall be designated a separate Class of Incremental Commitments for all purposes of this Agreement, except in the case of a Term Loan Increase or a Revolving Commitment Increase. On any Incremental Facility Closing Date on which any Incremental Term Commitments of any Class are effected (including through any Term Loan Increase), subject to the satisfaction of the terms and conditions in this Section 2.14, (i) each Incremental Term Lender of such Class shall make a Loan to the Borrower (or any Loan Party Restricted Subsidiary organized under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, may be designated as a borrower in respect thereof so long as all obligors under such Incremental Facility are the same as with respect to the Loans hereunder) (an “Incremental Term Loan”) in an amount equal to its Incremental Term Commitment of such Class and (ii) each Incremental Term Lender of such Class shall become a Lender hereunder with respect to the Incremental Term Commitment of such Class and the Incremental Term Loans of such Class made pursuant thereto. On any Incremental Facility Closing Date on which any Incremental Revolving Credit Commitments of any Class are effected through the establishment of one or more new revolving credit commitments (including through any Revolving Commitment Increase), subject to the satisfaction of the terms and conditions in this Section 2.14, (i) each Incremental Revolving Credit Lender of such Class shall make its Commitment available to the Borrower (or any Loan Party Restricted Subsidiary organized under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, may be designated as a borrower in respect thereof so long as all obligors under such Incremental Facility are the same as with respect to the Loans hereunder) (when borrowed, an “Incremental Revolving Credit LoansLoan” and collectively with any Incremental Term LoansLoan, an “Incremental LoansLoan”) in an amount equal to its Incremental Revolving Credit Commitment of such Class and (ii) each Incremental Revolving Credit Lender of such Class shall become a Lender hereunder with respect to the Incremental Revolving Credit Commitment of such Class and the Incremental Revolving Credit Loans of such Class made pursuant thereto. For Notwithstanding the avoidance of doubtforegoing, Incremental Term Loans may have identical terms to any of the Term Loans and be treated as the same Class as any of such Term Loans.

Incremental Loans. Any Incremental Commitments effected through the establishment of one or more new revolving credit commitments or new Term Loans not in the same Facility of any existing Class of Term Loans made on an Incremental Facility Closing Date shall be designated a separate Class of Incremental Commitments for all purposes of this Agreement. On any Incremental Facility Tranche Closing Date on which any Incremental Term Commitments of any Class are effected (including through any Term Loan Increase), subject to the satisfaction of the terms and conditions in this Section 2.142.20, (i) each Incremental Term Lender of such Class shall make a Loan to the requesting Borrower (or any Loan Party organized under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, may be designated as a borrower in respect thereof so long as all obligors under such Incremental Facility are the same as with respect to the Loans hereunder) (an “Incremental Term Loan”) in an amount equal to its Incremental Term Commitment of such Class and (ii) each Incremental Term Lender of such Class shall become a Lender hereunder with respect to the Incremental Term Commitment of such Class and the Incremental Term Loans of such Class made pursuant thereto. On any Incremental Facility Tranche Closing Date on which any Incremental Revolving Credit Commitments of any Class are effected through the establishment of one or more new revolving credit commitments (including through any Revolving Commitment Increase)effected, subject to the satisfaction of the terms and conditions in this Section 2.142.20, (i) each Incremental Revolving Credit Lender of such Class shall make its Incremental Revolving Commitment available to the requesting Borrower (or any Loan Party organized under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, may be designated as a borrower in respect thereof so long as all obligors under such Incremental Facility are the same as with respect to the Loans hereunder) (when borrowed, an “Incremental Revolving Credit LoansLoan” and collectively with any Incremental Term LoansLoan, an “Incremental LoansLoan”) in an amount equal to its Incremental Revolving Credit Commitment of such Class and (ii) each Incremental Revolving Credit Lender of such Class shall become a Lender hereunder with respect to the Incremental Revolving Credit Commitment of such Class and the Incremental Revolving Credit Loans of such Class made pursuant thereto. For Notwithstanding the avoidance of doubtforegoing, Incremental Term Loans may have identical terms (other than with respect to closing conditions, issuance date and other terms necessary to effectuate the implementation of such Incremental Term Loans) to any of the Term Loans and be treated as the same Class as any of such Term Loans.

Incremental Loans. Any Incremental Commitments effected through Borrower may at any time or from time to time after the establishment of Restatement Effective Date, by notice from the Company to the Administrative Agent and the Lenders, request (a) one or more new revolving credit commitments additional tranches of term loans or new additional Loans of the same Class of Term Loans not in the same Facility of any as an existing Class of Term Loans (the “Incremental Term Loans”) or (b) one or more increases in the amount of the Revolving Credit Commitments (a “Revolving Commitment Increase”), provided that: (i) both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below, no Event of Default shall exist and at the time that any such Incremental Term Loan is made on (and after giving effect thereto) no Event of Default shall exist; provided that to the extent the proceeds of any such Incremental Term Loan are to be used to finance an Acquisition permitted hereunder, then this clause (i) shall not be applicable so long as no Event of Default existed at the time the acquisition agreement relating to such Acquisition was entered into; (ii) immediately after giving effect to the borrowing of such Incremental Facility Closing Date Term Loans or the establishment of such Revolving Commitment Increase (and (x) assuming all Revolving Commitment Increases were fully drawn and (y) excluding the cash proceeds of the Incremental Term Loans and/or Revolving Commitment Increases from cash for purposes of calculating the Secured Debt Ratio), the Secured Debt Ratio would not exceed 4.50 to 1.00; (iii) each tranche of Incremental Term Loans and each Revolving Commitment Increase shall be designated a separate Class in an aggregate principal amount that is not less than $25,000,000 and shall be in an increment of Incremental Commitments for all purposes of this Agreement. On any Incremental Facility Closing Date on which $1,000,000; (iv) [Reserved]; (v) any Incremental Term Commitments of any Class are effected Loans (including through any 1) shall not mature earlier than the Term B Loan Increase)Maturity Date or, subject to the satisfaction of the terms and conditions in this Section 2.14, (i) each Incremental Term Lender of such Class shall make a Loan to the Borrower (or any Loan Party organized under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, may be designated as a borrower in respect thereof so long as all obligors under such Incremental Facility are the same as solely with respect to the Loans hereunder) (an “any Incremental Term Loan”Loans that the Administrative Agent determines are being syndicated primarily to regulated banks in the primary syndication thereof, shall not mature earlier than the Revolving Credit Termination Date, (2) shall not have scheduled amortization prior to the Term B Loan Maturity Date in an excess of 1% per annum of the original principal amount equal to its Incremental Term Commitment of such Class and (ii) each Incremental Term Lender of such Class shall become a Lender hereunder or, solely with respect to any Incremental Term Loans that the Administrative Agent determines are being syndicated primarily to regulated banks in the primary syndication, shall not have scheduled amortization prior to final maturity in excess of 10% per annum of the original principal amount thereof, and (3) shall have the interest rates, upfront fees and OID for any Series of Incremental Term Loans as agreed between the applicable Borrower and the Incremental Lenders providing the applicable Series of Incremental Term Commitment Loans; provided that, with respect to any Incremental Term Loans established within twelve months of the Restatement Effective Date, if the Effective Yield of such Class and Incremental Term Loans exceeds the Effective Yield on the Term B Loans by more than 50 basis points, the Applicable Rates for the Term B Loans shall automatically be increased on the date such Incremental Term Loans are established to the extent necessary to cause the Effective Yield of the Term B Loans to be 50 basis points less than the Effective Yield of such Incremental Term Loans; (vi) in no event shall the Incremental Term Loans of such Class made any Series be entitled to participate on a greater than pro rata basis with the Term B Loans then outstanding in any mandatory prepayment pursuant thereto. On to this Agreement; and (vii) the Incremental Term Loans shall rank pari passu in right of payment and Collateral with the other Loans and shall have the same guarantees and Collateral as the other Loans and except to the extent contemplated above or as set forth in this Agreement, all other terms of any Incremental Facility Closing Date on which Term Loans shall either be substantially the same as the terms of the Term B Loans (including mandatory prepayment requirements) or shall be reasonably satisfactory to the Administrative Agent. Each notice from the Company pursuant to this Section 2.01(c) shall set forth the requested amount and proposed terms of the relevant Incremental Term Loans or Revolving Commitment Increases. Incremental Term Loans may be made, and Revolving Commitment Increases may be provided, by any existing Lender (but no existing Lender will have any obligation to make a portion of any Incremental Term Loan or any portion of any Revolving Commitment Increase and no Borrower shall have any obligation to offer any Series of Incremental Term Loans or any Revolving Commitment Increase to existing Lenders) or by any other bank or other financial institution (any such existing Lender or other bank or other financial institution being called an “Incremental Lender”), provided that the Administrative Agent and the Issuing Lender, as applicable, shall have consented (not to be unreasonably withheld, conditioned or delayed) to such Incremental Lender’s making such Incremental Term Loans or providing such Revolving Commitment Increases to the extent any such consent would be required under Section 10.04(b) for an assignment of Loans or Revolving Credit Commitments, as applicable, to such Incremental Lender. Incremental Term Loans and Revolving Commitment Increases shall be established pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Company, any Subsidiary Borrower that will be a Borrower in respect of such Incremental Term Loans, each Incremental Lender and the Administrative Agent. The Incremental Amendment may, without the consent of any other party, 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 to effect the provisions of this Section 2.01(c). In connection with any Incremental Amendment, the Obligors shall deliver such customary opinions and instruments as may be reasonably requested by the Administrative Agent for purposes of ensuring the enforceability of the Loan Documents after giving effect to such Incremental Amendment. Any Incremental Term Loans established pursuant to any Incremental Amendment shall constitute a separate “Series” of Incremental Term Loans hereunder. Upon each increase in the Revolving Credit Commitments pursuant to this Section 2.01, (a) each Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Revolving Commitment Increase (each, a “Revolving Commitment Increase Lender”), and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of such Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding participations hereunder in Letters of Credit will equal the percentage of the aggregate Revolving Credit Commitments of any Class all Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment and (b) if, on the date of such increase, there are effected through the establishment of one or more new revolving credit commitments (including through any Revolving Credit Loans outstanding, each Revolving Commitment Increase), subject to Increase Lender shall purchase at par such portions of each other Revolving Credit Lender’s Revolving Credit Loans as the satisfaction of Administrative Agent may specify so that the terms and conditions in this Section 2.14, (i) Revolving Credit Loans are held by each Incremental Revolving Credit Lender of such Class shall make its (including each Revolving Commitment available to the Borrower (or any Loan Party organized under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, may be designated as Increase Lender) on a borrower pro rata basis in respect thereof so long as all obligors under such Incremental Facility are the same as accordance with respect to the Loans hereunder) (when borrowed, “Incremental Revolving Credit Loans” and collectively with Incremental Term Loans, an “Incremental Loans”) in an amount equal to its Incremental Revolving Credit Commitment of such Class and (ii) each Incremental Revolving Credit Lender of such Class shall become a Lender hereunder with respect to the Incremental Revolving Credit Commitment of such Class and the Incremental Revolving Credit Loans of such Class made pursuant thereto. For the avoidance of doubt, Incremental Term Loans may have identical terms to any of the Term Loans and be treated as the same Class as any of such Term Loanstheir respective Applicable Percentages.

Incremental Loans. Any Incremental Commitments effected through the establishment of one or more new revolving credit commitments or new Term Loans not in the same Facility of any existing Class of Term Loans made on an Incremental Facility Closing Date shall be designated a separate Class of Incremental Commitments for all purposes of this Agreement. On any Incremental Facility Tranche Closing Date on which any Incremental Term Commitments of any Class are effected (including through any Term Loan Increase), subject to the satisfaction of the terms and conditions in this Section 2.142.20, (i) each Incremental Term Lender of such Class shall make a Loan to the Borrower (or any Loan Party organized under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, may be designated as a borrower in respect thereof so long as all obligors under such Incremental Facility are the same as with respect to the Loans hereunder) (an “Incremental Term Loan”) in an amount equal to its Incremental Term Commitment of such Class and (ii) each Incremental Term Lender of such Class shall become a Lender hereunder with respect to the Incremental Term Commitment of such Class and the Incremental Term Loans of such Class made pursuant thereto. On any Incremental Facility Tranche Closing Date on which any Incremental Revolving Credit Commitments of any Class are effected through the establishment of one or more new revolving credit commitments (including through any Revolving Commitment Increase)effected, subject to the satisfaction of the terms and conditions in this Section 2.142.20, (i) each Incremental Revolving Credit Lender of such Class shall make its Incremental Revolving Commitment available to the Borrower (or any Loan Party organized under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, may be designated as a borrower in respect thereof so long as all obligors under such Incremental Facility are the same as with respect to the Loans hereunder) (when borrowed, an “Incremental Revolving Credit LoansLoan” and collectively with any Incremental Term LoansLoan, an “Incremental LoansLoan”) in an amount equal to its Incremental Revolving Credit Commitment of such Class and (ii) each Incremental Revolving Credit Lender of such Class shall become a Lender hereunder with respect to the Incremental Revolving Credit Commitment of such Class and the Incremental Revolving Credit Loans of such Class made pursuant thereto. For Notwithstanding the avoidance of doubtforegoing, Incremental Term Loans may have identical terms (other than with respect to closing conditions, issuance date and other terms necessary to effectuate the implementation of such Incremental Term Loans) to any of the Term Loans and be treated as the same Class as any of such Term Loans.

Incremental Loans. Any Incremental Commitments effected through the establishment of one or more new revolving credit commitments or new Term Loans not in the same Facility of any existing Class of Term Loans made on an Incremental Facility Closing Date shall be designated a separate Class of Incremental Commitments for all purposes of this Agreement. On any Incremental Facility Closing Date on which any Incremental Term Commitments of any Class are effected (including through any Term Loan Increase), subject to the satisfaction of the terms and conditions in this Section ‎Section 2.14, (i) each Incremental Term Lender of such Class shall make a Loan to the Borrower (or any Loan Party organized under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, may be designated as a borrower in respect thereof so long as all obligors under such Incremental Facility are the same as with respect to the Loans hereunder) (an “Incremental Term Loan”) in an amount equal to its Incremental Term Commitment of such Class and (iii) each Incremental Term Lender of such Class shall become a Lender hereunder with respect to the Incremental Term Commitment of such Class and the Incremental Term Loans of such Class made pursuant thereto. On any Incremental Facility Closing Date on which any Incremental Revolving Credit Commitments of any Class are effected through the establishment of one or more new revolving credit commitments (including through any Revolving Commitment Increase), subject to the satisfaction of the terms and conditions in this Section ‎Section 2.14, (i) each Incremental Revolving Credit Lender of such Class shall make its Commitment available to the Borrower (or any Loan Party organized under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, may be designated as a borrower in respect thereof so long as all obligors under such Incremental Facility are the same as with respect to the Loans hereunder) (when borrowed, “Incremental Revolving Credit Loans” and collectively with Incremental Term Loans, an “Incremental Loans”) in an amount equal to its Incremental Revolving Credit Commitment of such Class and (ii) each Incremental Revolving Credit Lender of such Class shall become a Lender hereunder with respect to the Incremental Revolving Credit Commitment of such Class and the Incremental Revolving Credit Loans of such Class made pursuant thereto. For the avoidance of doubt, Incremental Term Loans may have identical terms to any of the Term Loans and be treated as the same Class as any of such Term Loans.

Incremental Loans. (i) Any Incremental Commitments effected through the establishment of one or more new revolving credit commitments or new Term Loans not in the same Facility of any existing Class of (other than Term Loans Loan Increases) made on an Incremental Facility Closing Date shall be designated a separate Incremental Series and Class of Incremental Commitments Term Loans for all purposes of this Agreement. On any Incremental Facility Closing Date on which any Incremental Term Commitments of any Class are effected (including through any Term Loan Increase), subject to the satisfaction of the terms and conditions in this Section 2.142.19, (i) each Incremental Term Lender of such Class shall make a Loan to the Borrower (or any Loan Party organized under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, may be designated as a borrower in respect thereof so long as all obligors under such Incremental Facility are the same as with respect to the Loans hereunder) (an “Incremental Term Loan”) in an amount equal to its Incremental Term Commitment of such Class and (ii) each Incremental Term Lender of such Class shall become a Lender hereunder with respect to the Incremental Term Commitment of such Class and the Incremental Term Loans of such Class made pursuant thereto. On any Incremental Facility Closing Date on which any Incremental Revolving Credit Commitments of any Class are effected through Notwithstanding the establishment of one or more new revolving credit commitments (including through any Revolving Commitment Increase), subject to the satisfaction of the terms and conditions in this Section 2.14, (i) each Incremental Revolving Credit Lender of such Class shall make its Commitment available to the Borrower (or any Loan Party organized under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, may be designated as a borrower in respect thereof so long as all obligors under such Incremental Facility are the same as with respect to the Loans hereunder) (when borrowed, “Incremental Revolving Credit Loans” and collectively with Incremental Term Loans, an “Incremental Loans”) in an amount equal to its Incremental Revolving Credit Commitment of such Class and (ii) each Incremental Revolving Credit Lender of such Class shall become a Lender hereunder with respect to the Incremental Revolving Credit Commitment of such Class and the Incremental Revolving Credit Loans of such Class made pursuant thereto. For the avoidance of doubtforegoing, Incremental Term Loans may have identical terms to any of the Term Loans and be treated as the same Incremental Series and same Class as any of such Loans (it being understood that the Effective Yield on Incremental Term LoansLoans may differ from that of previously established Loans with which such Incremental Term Loans will be treated as the same Incremental Series or same Class as long as the Incremental Term Loans will be fungible with the previously established Loans for U.S. federal income tax purposes). (ii) Any Incremental Revolving Commitments that are not part of a Revolving Credit Commitment Increase established on an Incremental Facility Closing Date shall be designated a separate Incremental Series and Class of Incremental Revolving Commitments for all purposes of this Agreement. Any Incremental Revolving Commitments may have identical terms to any Existing Revolving Credit Facility and may be treated as the same Incremental Series and same Class as any of such Existing Revolving Credit Facility.

Incremental Loans. Any Incremental Commitments effected through the establishment of one or more new revolving credit commitments or new Term Loans not in the same Facility of any existing Class of or Incremental Revolving Credit Commitments (other than Term Loans Loan Increases and Revolving Commitment Increases) made on an Incremental Facility Closing Date shall be designated a separate Class of Incremental Commitments Term Loans or Incremental Revolving Credit Commitments, as applicable, for all purposes of this Agreement. On any Incremental Facility Closing Date on which any Incremental Term Commitments of any Class are effected (including through any Term Loan Increase), subject to the satisfaction of the terms and conditions in this Section 2.142.16, (i) each Incremental Term Lender of such Class shall make a Loan to the Borrower (or any Loan Party organized under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, may be designated as a borrower in respect thereof so long as all obligors under such Incremental Facility are the same as with respect to the Loans hereunder) (an “Incremental Term Loan”) in an amount equal to its Incremental Term Commitment of such Class and (ii) each Incremental Term Lender of such Class shall become a Lender hereunder with respect to the Incremental Term Commitment of such Class and the Incremental Term Loans of such Class made pursuant thereto. On any Incremental Facility Closing Date on which any Incremental Revolving Credit Commitments of any Class are effected through the establishment of one or more new revolving credit commitments (including through any Revolving Commitment Increase), subject to the satisfaction of the terms and conditions in this Section 2.142.16, (i) each Incremental Revolving Credit Lender of such Class shall make its Commitment available to the Borrower (or any Loan Party organized under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, may be designated as a borrower in respect thereof so long as all obligors under such Incremental Facility are the same as with respect to the Loans hereunder) (when borrowed, an “Incremental Revolving Credit LoansLoan” and collectively with any Incremental Term LoansLoan, an “Incremental LoansLoan”) in an amount equal to its Incremental Revolving Credit Commitment of such Class and (ii) each Incremental Revolving Credit Lender of such Class shall become a Lender hereunder with respect to the Incremental Revolving Credit Commitment of such Class and the Incremental Revolving Credit Loans of such Class made pursuant thereto. For Notwithstanding the avoidance of doubtforegoing, Incremental Term Loans may have identical terms to any of the Term Loans and be treated as the same Class as any of such Term Loans.

Incremental Loans. Any Incremental Commitments effected through the establishment of one or more new revolving credit commitments or new Term Loans not in the same Facility of any existing Class of Term Loans made on an Incremental Facility Closing Date shall be designated a separate Class of Incremental Commitments for all purposes of this Agreement. On any Incremental Facility Closing Date on which any Incremental Term Commitments of any Class are effected (including through any Term Loan Increase), subject to the satisfaction of the terms and conditions in this Section 2.14, (i) each Incremental Term Lender of such Class shall make a Loan to the Borrower Borrowers (or any Loan Party organized under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, in an Agreed Borrower Jurisdiction may be designated as a borrower in respect thereof so long as all obligors under such Incremental Facility are the same as with respect to the Loans hereunder) (an “Incremental Term Loan”) in an amount equal to its Incremental Term Commitment of such Class and (ii) each Incremental Term Lender of such Class shall become a Lender hereunder with respect to the Incremental Term Commitment of such Class and the Incremental Term Loans of such Class made pursuant thereto. On any Incremental Facility Closing Date on which any Incremental Revolving Credit Commitments of any Class are effected through the establishment of one or more new revolving credit commitments (including through any Revolving Commitment Increase), subject to the satisfaction of the terms and conditions in this Section 2.14, (i) each Incremental Revolving Credit Lender of such Class shall make its Commitment available to the Borrower Borrowers (or any Loan Party organized under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, in an Agreed Borrower Jurisdiction may be designated as a borrower in respect thereof so long as all obligors under such Incremental Facility are the same as with respect to the Loans hereunder) (when borrowed, “Incremental Revolving Credit Loans” and collectively with Incremental Term Loans, an “Incremental Loans”) in an amount equal to its Incremental Revolving Credit Commitment of such Class and (ii) each Incremental Revolving Credit Lender of such Class shall become a Lender hereunder with respect to the Incremental Revolving Credit Commitment of such Class and the Incremental Revolving Credit Loans of such Class made pursuant thereto. For the avoidance of doubt, Incremental Term Loans may have identical terms to any of the Term Loans and be treated as the same Class as any of such Term Loans.

Incremental Loans. Any Incremental Commitments effected through the establishment of one or more new revolving credit commitments or new Term Loans not in the same Facility of any existing Class of Term Loans made on an Incremental Facility Closing Date shall be designated a separate Class of Incremental Commitments for all purposes of this Agreement. On any Incremental Facility Closing Date on which any Incremental Term Commitments of any Class are effected (including through any Term Loan Increase)effected, subject to the satisfaction of the terms and conditions in this Section 2.14, (i) each Incremental Term Lender of such Class shall make a Loan to the Borrower (or any Loan Party organized under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, may be designated as a borrower in respect thereof so long as all obligors under such Incremental Facility are the same as with respect to the Loans hereunderthereof) (an “Incremental Term Loan”) in an amount equal to its Incremental Term Commitment of such Class and (ii) each Incremental Term Lender of such Class shall become a Lender hereunder with respect to the Incremental Term Commitment of such Class and the Incremental Term Loans of such Class made pursuant thereto. On any Incremental Facility Closing Date on which any Incremental Revolving Credit Commitments of any Class are effected through the establishment of one or more new revolving credit commitments (including through any Revolving Commitment Increase)commitments, subject to the satisfaction of the terms and conditions in this Section 2.14, (i) each Incremental Revolving Credit Lender of such Class shall make its Commitment available to the Borrower (or any Loan Party organized under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, that may be designated as a borrower in respect thereof so long as all obligors under such Incremental Facility are the same as with respect to the Loans hereunderthereof) (when borrowed, an “Incremental Revolving Credit LoansLoan” and collectively with any Incremental Term LoansLoan, an “Incremental LoansLoan”) in an amount equal to its Incremental Revolving Credit Commitment of such Class and (ii) each Incremental Revolving Credit Lender of such Class shall become a Lender hereunder with respect to the Incremental Revolving Credit Commitment of such Class and the Incremental Revolving Credit Loans of such Class made pursuant thereto. For Notwithstanding the avoidance of doubtforegoing, Incremental Term Loans may shall have identical terms to any of the Term Loans and be treated as the same Class as any of such Term Loans.

Incremental Loans. Any Incremental Commitments effected through the establishment of one or more new revolving credit commitments or new Term Loans not in the same Facility of any existing Class of Term Loans made on an Incremental Facility Closing Date shall be designated a separate Class of Incremental Commitments for all purposes of this Agreement. On any Incremental Facility Closing Date on which any Incremental Term Commitments of any Class are effected (including through any Term Loan Increase), subject to the satisfaction of the terms and conditions in this Section 2.14, (i) each Incremental Term Lender of such Class shall make a Loan to the Borrower or a Guarantor (or any Loan Party organized under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, may be if designated as a borrower in respect thereof so long as all obligors under such Incremental Facility are the same as with respect to the Loans hereunderborrower) (an “Incremental Term Loan”) in an amount equal to its Incremental Term Commitment of such Class and (ii) each Incremental Term Lender of such Class shall become a Lender hereunder with respect to the Incremental Term Commitment of such Class and the Incremental Term Loans of such Class made pursuant thereto. On any Incremental Facility Closing Date on which any Incremental Revolving Credit Commitments of any Class are effected through the establishment of one or more new revolving credit commitments (including through any Revolving Commitment Increase)effected, subject to the satisfaction of the terms and conditions in this Section 2.14, (i) each Incremental Revolving Credit Lender of such Class shall make its Commitment available to the Borrower (or any Loan Party organized under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, may be designated as a borrower in respect thereof so long as all obligors under such Incremental Facility are the same as with respect to the Loans hereunder) (when borrowed, “Incremental Revolving Credit Loans” and collectively with Incremental Term Loans, an “Incremental Loans”) in an aggregate amount equal to its Incremental Revolving Credit Commitment of and its Revolving Credit Commitment (if any) existing immediately prior to such Class Incremental Facility Closing Date and (ii) each Incremental Revolving Credit Lender of such Class that is an Additional Lender shall become a Lender hereunder with respect to the Incremental Revolving Credit Commitment of such Class and the Incremental Revolving Credit Loans of such Class made pursuant theretoLender hereunder. For the avoidance of doubt, Incremental Term Loans may have identical terms to any of the Term Loans and be treated as the same Class as any of such Term Loans.

Incremental Loans. Any Incremental Term Loans or Incremental Revolving Commitments effected through the establishment of one or more new term loans or new revolving credit commitments or new Term Loans not in the same Facility of any existing Class of Term Loans commitments, as applicable, made on an Incremental Facility Closing Date (as defined below) (other than a Loan Increase) shall be designated a separate Class of Incremental Commitments Term Loans or Incremental Revolving Commitments, as applicable, for all purposes of this Agreement. On any Incremental Facility Closing Date on which any Incremental Term Commitments of any Class are effected (including through any Term Loan Increase), subject to the satisfaction of the terms and conditions in this Section 2.14, (i) each Incremental Term Lender of such Class shall make a Loan to the Borrower (or any Loan Party organized under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, may be designated as a borrower in respect thereof so long as all obligors under such Incremental Facility are the same as with respect to the Loans hereunder) Borrowers (an “Incremental Term Loan”) in an amount equal to its Incremental Term Commitment of such Class (it being understood that any Incremental Term Loan may provide for delayed draw term loans to be made at a later date) and (ii) each Incremental Term Lender of such Class shall become a Lender hereunder with respect to the Incremental Term Commitment of such Class and the Incremental Term Loans of such Class made pursuant thereto. On any Incremental Facility Closing Date on which any Incremental Revolving Credit Commitments of any Class are effected through the establishment of one or more new revolving credit commitments (including through any Revolving Commitment Increase), subject to the satisfaction of the terms and conditions in this Section 2.14, (i) each Incremental Revolving Credit Lender of such Class shall make its Commitment available to the Borrower (or any Loan Party organized under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, may be designated as a borrower in respect thereof so long as all obligors under such Incremental Facility are the same as with respect to the Loans hereunder) Borrowers (when borrowed, an “Incremental Revolving Credit LoansLoan” and collectively with any Incremental Term LoansLoan, an “Incremental LoansLoan”) in an amount equal to its Incremental Revolving Credit Commitment of such Class and (ii) each Incremental Revolving Credit Lender of such Class shall become a Lender hereunder with respect to the Incremental Revolving Credit Commitment of such Class and the Incremental Revolving Credit Loans of such Class made pursuant thereto. For the avoidance of doubt, Incremental Term Loans may have identical terms to any of the Term Loans and be treated as the same Class as any of such Term Loans.

Incremental Loans. (a) The Borrower may at any time or from time to time after the Closing Date and before the Term Conversion Date, by notice to the Administrative Agent (an “Incremental Loan Request”), request the establishment of one or more new commitments which may be in the same Loan Facility as any outstanding Construction Loans of an existing Class of Construction Loans (a “Construction Loan Commitment Increase”) or a new Class of construction loans (collectively with any Construction Loan Commitment Increase, the “Incremental Construction Loan Commitments”). The Borrower may, in any Incremental Loan Request, request one or more increases in the amount of the LC Commitments (a “LC Commitment Increase”) or the establishment of one or more new letter of credit loan commitments (any such new commitments, collectively with any LC Commitment Increases, the “Incremental LC Commitments”; the Incremental LC Commitments, collectively with any Incremental Construction Loan Commitments, the “Incremental Commitments”), whereupon the Administrative Agent shall promptly deliver a copy of such request to each of the Lenders. (b) Any Incremental Commitments effected through the establishment of one or more new revolving credit commitments or new Term Loans not in the same Facility of any existing Class of Term Construction Loans made on an Incremental Facility Closing Date shall be designated a separate Class of Incremental Commitments for all purposes of this Agreement. On any Incremental Facility Closing Date on which any Incremental Term Construction Loan Commitments of any Class are effected (including through any Term Construction Loan Commitment Increase), subject to the satisfaction of the terms and conditions in this Section 2.142.2, (i) each Incremental Term Lender of such Class shall make a Loan to the Borrower (or any Loan Party organized under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, may be designated as a borrower in respect thereof so long as all obligors under such Incremental Facility are the same as with respect to the Loans hereunder) (an “Incremental Term Construction Loan”) in an amount equal to its Incremental Term Construction Loan Commitment of such Class and (ii) each Incremental Term Lender of such Class shall become a Lender hereunder with respect to the Incremental Term Construction Loan Commitment of such Class and the Incremental Term Construction Loans of such Class made pursuant thereto. On any Incremental Facility Closing Date on which any Incremental Revolving Credit LC Commitments of any Class are effected through the establishment of one or more new revolving letter of credit loan commitments (including through any Revolving LC Commitment Increase), subject to the satisfaction of the terms and conditions in this Section 2.142.2, (i) each Incremental Revolving Credit Lender Issuing Bank of such Class shall make its Incremental LC Commitment available to the Borrower (or any Loan Party organized under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, may be designated as a borrower in respect thereof so long as all obligors under such Incremental Facility are the same as with respect to the Loans hereunder) (when borrowed, “Incremental Revolving Credit Loans” and collectively with Incremental Term Loans, an “Incremental LoansLC Loan” and, collectively with any Incremental Construction Loan, an “Incremental Loan”) in an amount equal to its Incremental Revolving Credit LC Commitment of such Class and (ii) each Incremental Revolving Credit Lender Issuing Bank of such Class shall become a Lender an Issuing Bank hereunder with respect to the Incremental Revolving Credit Commitment of such Class and Class. Notwithstanding the Incremental Revolving Credit Loans of such Class made pursuant thereto. For the avoidance of doubtforegoing, Incremental Term Construction Loans may have identical terms to any of the Term Construction Loans and may be treated as the same Class as any of such Term Construction Loans. (c) Each Incremental Loan Request from the Borrower pursuant to this Section 2.2 shall set forth the requested amount of the Incremental Commitments, which shall not, in the case of Incremental Construction Loan Commitments, in the aggregate exceed [***] and, in the case of Incremental LC Commitments, exceed in the aggregate the limit set forth in Section 2.2(d)(vi). (i) Incremental Construction Loans may be made by any existing Lender (but no existing Lender will have any obligation to make any Incremental Commitment) or by any other bank or other financial institution (any such other bank or other financial institution being called an “Additional Lender”) (each such existing Lender or Additional Lender providing such, an “Incremental Lender”); provided that the Administrative Agent and each Issuing Bank shall have consented (not to be unreasonably withheld, conditioned or delayed) to such Additional Lender’s making such Incremental Construction Loans to the extent such consent, if any, would be required under Section 9.11 for an assignment of Loans, to such Lender or Additional Lender. (ii) Incremental LC Commitments may be made by any existing Lender or Issuing Bank (but no existing Lender or Issuing Bank will have any obligation to make any Incremental LC Commitment) or by any other bank or other financial institution (any such other bank or other financial institution being called an “Additional Issuing Bank”) (each such existing Issuing Bank or Additional Issuing Bank providing such, an “Incremental Issuing Bank”); provided that if an Additional Issuing Bank has a credit rating that is lower than A- (from Standard & Poors) or A3 (from ▇▇▇▇▇’▇), then the Administrative Agent and each Lender shall have consented (not to be unreasonably withheld, conditioned or delayed) to such Additional Issuing Bank’s making such Incremental LC Commitments. [***] Confidential Treatment Requested (d) The effectiveness of any Incremental Joinder, and the Incremental Commitments thereunder, shall be subject to the satisfaction on the date thereof (the “Incremental Facility Closing Date”) of each of the following conditions: (i) no Event of Default shall exist after giving effect to such Incremental Commitments; (ii) after giving effect to such Incremental Commitments, the conditions contained in Appendix B shall have been satisfied; (iii) the Borrower shall have executed one or more additional ESAs (or amendments to existing ESAs that effectuate an increase in the contract capacity (and accompanying Direct Agreements or appropriate amendments thereto to effectuate the amended contract capacity, as applicable) (A) in each case with an Offtaker rated [***] or higher by Standard & Poor’s or [***] or higher by ▇▇▇▇▇’▇, (B) in an aggregate capacity of up to 5 MW, and (C) in each case, for a term of at least [***] years (the “Incremental ESAs”); (iv) each Incremental Construction Loan Commitment shall be in an aggregate amount that is not less than [***] and shall be in an increment of [***] (provided that such amount may be less than [***] if such amount represents all remaining availability under the limit set forth in Section 2.2(d)(v)); (v) the aggregate amount of the Incremental Construction Loan Commitments shall not exceed [***] in the aggregate; (vi) the aggregate amount of the Incremental LC Commitments at a given time, when added to the initial LC Commitments, shall not exceed an amount equal to the greatest projected Debt Service Reserve Requirement calculated based on the aggregate Construction Loan Commitments existing at such time; (vii) after accounting for such Incremental Commitments, the sum of the LC Commitments plus cash on deposit in the Debt Service Reserve Account shall be greater than or equal to the amount of the greatest projected Debt Service Reserve Requirement; and (viii) each Lender shall have received the Updated Projections, revised to reflect the projected outstanding balance of the Loans as of the Incremental Facility Closing Date (after giving effect to the Incremental Commitments effected as of the Incremental Facility Closing Date) and the increased projected revenues and expenses after giving effect to the new or amended ESAs in respect of which such Incremental Commitments are being obtained, as confirmed by the Independent Engineer. (e) The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Loan Commitments or the Incremental Construction Loans and the Incremental LC Loans, as the case may be, of any Class shall be as agreed among the Borrower and the applicable Incremental Lenders and Incremental Issuing Banks providing such Incremental Commitments, except that, to the extent such terms and provisions are not identical [***] Confidential Treatment Requested (except for pricing terms; provided that the applicable margin shall not be greater than [***] higher than the corresponding Applicable Margin existing on the Incremental Facility Closing Date)) to the Construction Loans or LC Loans, as applicable, existing on the Incremental Facility Closing Date, then such terms and provisions (except for pricing terms; provided that the applicable margin shall not be greater than [***] higher than the corresponding Applicable Margin existing on the Incremental Facility Closing Date) shall be approved by the Required Lenders. In any event:

Incremental Loans. Any (a) Metals USA may, by written notice to the Administrative Agent from time to time, request Incremental Commitments effected through in an amount not to exceed the establishment of Incremental Amount (and, with respect to any Incremental Tranche A-1 Commitments, also not to exceed the Incremental Tranche A-1 Amount) from one or more new revolving credit commitments Persons (each, an “Incremental Lender”), which may include any existing Lender; provided that (i) each Incremental Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent, the Letter of Credit Issuers and the Swingline Lender (which approvals shall not be unreasonably withheld or new Term Loans delayed), (ii) that the upfront fees for any such Incremental Commitments may be less than or exceed the upfront fees for the Commitments outstanding prior to effectiveness of such Incremental Commitments and in no event shall the upfront fees for such Commitments be adjusted to equal the fees for such Incremental Commitments and (iii) with respect to any Incremental Tranche A-1 Commitments, the Applicable Margins for such Tranche A-1 Commitments may be less than or exceed the Applicable Margins for the Tranche A Commitments or other Tranche A-1 Commitments, as agreed upon among the Administrative Agent, the Borrowers and the Tranche A-1 Lenders at the time such Incremental Tranche A-1 Commitments become effective, and in no event shall the Applicable Margins for the Tranche A Commitments or other Tranche A-1 Commitments be adjusted to equal the Applicable Margins for such Incremental Tranche A-1 Commitments. Such notice shall set forth (i) whether Incremental Tranche A Commitments or Incremental Tranche A-1 Commitments are being requested and the amount thereof being requested (which shall be in minimum increments of $1,000,000 and a minimum amount of $5,000,000 or such lesser amount equal to the remaining Incremental Amount (not to exceed the remaining Incremental Tranche A-1 Amount in the same Facility case of Incremental Tranche A-1 Commitments)), (ii) the date on which such Incremental Commitments are requested to become effective and (iii) if such Incremental Commitments are Tranche A-1 Commitments, the Applicable Margin applicable thereto. (b) The Borrowers and each Incremental Lender shall execute and deliver to the Administrative Agent an Incremental Assumption Agreement and such other documentation as the Administrative Agent shall reasonably specify to evidence the Incremental Commitment of each Incremental Lender. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Incremental Assumption Agreement. Each of the parties hereto hereby agrees that, upon the effectiveness of any existing Class Incremental Assumption Agreement, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence of Term Loans made the Incremental Commitments evidenced thereby. (c) Notwithstanding the foregoing, no Incremental Commitment shall become effective under this Section 2.5 unless (i) on the date of such effectiveness, the conditions set forth in Section 10.2 shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated such date and signed by a Responsible Officer of each Borrower, (ii) all fees and expenses owing to the Administrative Agent or any Lender in respect of such Incremental Commitment shall have been paid and (iii) except as otherwise specified in the applicable Incremental Assumption Agreement, the Administrative Agent shall have received (with sufficient copies for each of the Incremental Lenders) legal opinions, board resolutions and other closing certificates reasonably requested by the Administrative Agent and consistent with those delivered on the Closing Date under Section 10.1. (d) Upon the effectiveness of an Incremental Facility Closing Date Assumption Agreement, the Commitments shall be designated a separate Class increased by the aggregate amount of the Incremental Commitments evidenced thereby, which shall, thereafter, constitute Commitments for all purposes of this Agreement and the other Loan Documents. Each of the parties hereto hereby agrees that the Administrative Agent may, in consultation with Metals USA, take any and all action as may be reasonably necessary to ensure that the Revolving Loans of each Class outstanding on the effective date of any Incremental Assumption Agreement are held by the Lenders in that Class in accordance with their respective Tranche A Pro Rata Shares or Tranche A-1 Pro Rata Shares, as the case may be, after giving effect to the effectiveness of such Incremental Assumption Agreement. On any Incremental Facility Closing Date on which any Incremental Term Commitments This may be accomplished by requiring each outstanding LIBOR Rate Revolving Loan to be converted into or prepaid with the proceeds of any Class are effected (including through any Term Loan Increase)Base Rate Revolving Loans, subject to the satisfaction of the terms and conditions in this Section 2.14, (i) each Incremental Term Lender of such Class shall make a Loan to the Borrower (5.4 but otherwise without premium or any Loan Party organized under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, may be designated as a borrower in respect thereof so long as all obligors under such Incremental Facility are the same as with respect to the Loans hereunder) (an “Incremental Term Loan”) in an amount equal to its Incremental Term Commitment of such Class and (ii) each Incremental Term Lender of such Class shall become a Lender hereunder with respect to the Incremental Term Commitment of such Class and the Incremental Term Loans of such Class made pursuant thereto. On any Incremental Facility Closing Date on which any Incremental Revolving Credit Commitments of any Class are effected through the establishment of one or more new revolving credit commitments (including through any Revolving Commitment Increase), subject to the satisfaction of the terms and conditions in this Section 2.14, (i) each Incremental Revolving Credit Lender of such Class shall make its Commitment available to the Borrower (or any Loan Party organized under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, may be designated as a borrower in respect thereof so long as all obligors under such Incremental Facility are the same as with respect to the Loans hereunder) (when borrowed, “Incremental Revolving Credit Loans” and collectively with Incremental Term Loans, an “Incremental Loans”) in an amount equal to its Incremental Revolving Credit Commitment of such Class and (ii) each Incremental Revolving Credit Lender of such Class shall become a Lender hereunder with respect to the Incremental Revolving Credit Commitment of such Class and the Incremental Revolving Credit Loans of such Class made pursuant thereto. For the avoidance of doubt, Incremental Term Loans may have identical terms to any of the Term Loans and be treated as the same Class as any of such Term Loanspenalty.

Incremental Loans. Any Incremental Commitments effected through the establishment of one or more new revolving credit commitments or new Term Loans not in the same Facility of any existing Class of Term Loans made on an Incremental Facility Closing Date shall be designated a separate Class of Incremental Commitments for all purposes of this Agreement. On any Incremental Facility Closing Date on which any Incremental Term Commitments of any Class are effected (including through any Term Loan Increase), subject to the satisfaction of the terms and conditions in this Section 2.14, (i) each Incremental Term Lender of such Class shall make a Loan to the Borrower (or any Loan Party organized under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, may be designated as a borrower in respect thereof so long as all obligors under such Incremental Facility are the same as with respect to the Loans hereunder) (an “Incremental Term Loan”) in an amount equal to its Incremental Term Commitment of such Class and (ii) each Incremental Term Lender of such Class shall become a Lender hereunder with respect to the Incremental Term Commitment of such Class and the Incremental Term Loans of such Class made pursuant thereto. On any Incremental Facility Closing Date on which any Incremental Revolving Credit Commitments of any Class are effected through the establishment of one or more new revolving credit commitments (including through any Revolving Commitment Increase), subject to the satisfaction of the terms and conditions in this Section 2.14, (i) each Incremental Revolving Credit Lender of such Class shall make its Commitment available to the Borrower (or any Loan Party organized under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, may be designated as a borrower in respect thereof so long as all obligors under such Incremental Facility are the same as with respect to the Loans hereunder) (when borrowed, an “Incremental Revolving Credit LoansLoan” and collectively with any Incremental Term LoansLoan, an “Incremental LoansLoan”) in an amount equal to its Incremental Revolving Credit Commitment of such Class and (ii) each Incremental Revolving Credit Lender of such Class shall become a Lender hereunder with respect to the Incremental Revolving Credit Commitment of such Class and the Incremental Revolving Credit Loans of such Class made pursuant thereto. For Notwithstanding the avoidance of doubtforegoing, Incremental Term Loans may have identical terms to any of the Term Loans and be treated as the same Class as any of such Term LoansLoans if agreed by the Borrower and the Incremental Lenders in respect of such Incremental Commitments.

Incremental Loans. Any Incremental Commitments Term Loans (other than Term Loan Increases) effected through the establishment of one or more new revolving credit commitments or new Term Loans not in the same Facility of any existing Class of Term Loans made on an Incremental Facility Closing Date shall be designated a separate Class of Incremental Commitments Term Loans for all purposes of this Agreement. On any Incremental Facility Closing Date on which any Incremental Term Commitments of any Class are effected (including through any Term Loan Increase), subject to the satisfaction (or waiver) of the terms and conditions in this Section 2.142.20, (i) each Incremental Term Lender of such Class shall make a Loan to the Borrower (or any Loan Party organized under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, may be designated as a borrower in respect thereof so long as all obligors under such Incremental Facility are the same as with respect to the Loans hereunder) (an “Incremental Term Loan”) in an amount equal to its Incremental Term Commitment of such Class and (ii) each Incremental Term Lender of such Class shall become a Lender hereunder with respect to the Incremental Term Commitment of such Class and the Incremental Term Loans of such Class made pursuant thereto. On any Incremental Facility Closing Date on which any Incremental Revolving Credit Commitments of any Class are effected through the establishment of one or more new revolving credit commitments (including through any Revolving Loan Commitment Increase)is effected, subject to the satisfaction (or waiver) of the terms and conditions in this Section 2.142.20, (i) each Incremental Revolving Credit Lender of such Class shall make its Commitment available to the Borrower (or any Loan Party organized under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, may be designated as a borrower in respect thereof so long as all obligors under such loans made pursuant to Incremental Facility are the same as with respect to the Loans hereunder) (when borrowedRevolving Commitments, “Incremental Revolving Credit Loans” and collectively with any Incremental Term LoansLoan, an the “Incremental Loans”) in an amount equal to its Incremental Revolving Credit Commitment of such Class Loan Commitment, and (ii) each Incremental Revolving Credit Lender of such Class shall become a Lender hereunder with respect to the its Incremental Revolving Credit Commitment of such Class and the Incremental Revolving Credit Loans of such Class made pursuant thereto. For Notwithstanding the avoidance of doubtforegoing, Incremental Term Loans may have identical terms to any of the Term Loans and be treated as the same Class as any of such Term Loans.

Incremental Loans. Any At any time and from time to time, the U.S. Borrower may request that the Lenders (or other financial institutions agreed to by the U.S. Borrower) offer to enter into commitments to make additional term loans (each such loan being herein called an “Incremental Commitments effected through Loan”) under this paragraph (b). In the establishment of event that one or more new revolving credit of the Lenders (or such other financial institutions) offer, in their sole discretion, to enter into such commitments, and such Lenders (or financial institutions) and the U.S. Borrower agree as to the amount of such commitments that shall be allocated to the respective Lenders (or new Term financial institutions) making such offers and the fees (if any) to be payable by the U.S. Borrower in connection therewith, such Lenders (or financial institutions) shall become obligated to make Incremental Loans not under this Agreement in an amount equal to the amount of their respective Incremental Loan Commitments (and such financial institutions shall become “Incremental Loan Lenders” hereunder). The U.S. Borrower, such Lenders (or financial institutions) and the Administrative Agent shall enter into an agreement (each such agreement being herein called an “Incremental Loan Amendment”) substantially in the same Facility of any existing Class of Term Loans made on an form as the Existing Credit Agreement Incremental Facility Closing Date Loan Amendment (with such modifications as shall be designated appropriate to reflect the terms of such Incremental Loans). The Incremental Loans to be made pursuant to any Incremental Loan Amendment between the U.S. Borrower and one or more Lenders (including any such new Lenders) in response to any such request by the U.S. Borrower shall be deemed to be a separate Class “Series” of Incremental Commitments Loans for all purposes of this Agreement. On Nothing contained in this Agreement shall be construed to obligate any Lender to provide any Incremental Facility Closing Date on which Loan Commitment or to obligate the U.S. Borrower to request an Incremental Loan Commitment from any Lender. Incremental Loans will share in the Collateral under the Security Documents and the guarantees under the Guarantee Agreement to the same extent as the Term Loans. Anything herein to the contrary notwithstanding, the following additional provisions shall be applicable to Incremental Loans: (i) the aggregate number of separate Series of Incremental Loans pursuant to all such requests hereunder shall not exceed three, and the minimum aggregate principal amount of Incremental Loan Commitments of any Class are effected Series entered into pursuant to any single such request (and, accordingly, the minimum aggregate principal amount of Incremental Loans of such Series) shall be at least equal to $10,000,000; (ii) the aggregate principal amount of all Incremental Loan Commitments and all outstanding Series of Incremental Loans (including any increase in Term Loans as provided in clause (v) below) shall not exceed $35,000,000 after the Restatement Effective Date (and once such limit is reached, no further Incremental Loan Commitments may be established hereunder notwithstanding that the aggregate principal amount of outstanding Incremental Loans shall have subsequently been reduced below such limit); (iii) the maturity date for the Incremental Loans of any Series as specified in the Incremental Loan Amendment for such Series shall not be earlier than the Latest Maturity Date; (a) the scheduled payments or repayments of principal of the Incremental Loans of any Series shall be as specified in the Incremental Loan Amendment for such Series (but Incremental Loans shall be entitled to participate, to the extent provided in Section 2.11, in voluntary and mandatory prepayments on the same basis as existing Term Loans); and (b) the weighted average life to maturity of all Incremental Loans of any Series shall be no shorter than the weighted average life to maturity of any other Incremental Loans or the Term Loans; (v) any Series of Incremental Loans may be effected through an increase in the Term Loans, in which case (w) any Incremental Loan Lender not already a Term Lender hereunder shall become a Term Lender, (x) anything in Section 2.18(c) to the contrary notwithstanding, the initial Incremental Loans made under the respective Incremental Loan IncreaseAmendment shall be made solely by the Incremental Loan Lenders executing such Incremental Loan Amendment (but thereafter the provisions of Section 2.18(c) shall be applicable to such Incremental Loans), (y) the initial Incremental Loans made under such Incremental Loan Amendment shall be either ABR Loans or Eurodollar Loans with an Interest Period ending on the last day of the earliest expiring then-outstanding Interest Period for Term Loans (so long as the same is at least one month after the date such Incremental Loans are made) and (z) as promptly as practicable following the making of such Incremental Loans (but in any event not later than the last day of such earliest-expiring then-outstanding Interest Period for Term Loans), such Incremental Loans shall be coordinated with all other Term Loans so that all outstanding Term Loans (including the portion thereof represented by Incremental Loans) of each Type are allocated ratably among the Term Lenders (including any Incremental Loan Lenders that have become Term Lenders) as required by Section 2.18(c); (vi) the Applicable Rate for such Incremental Loans shall be the Applicable Rate set forth in the respective Incremental Loan Amendment, and if the Applicable Rate for either Type of any Series of Incremental Loans is greater than the Applicable Rate for such Type of Term Loans (after giving effect to any prior increase of such Applicable Rate pursuant to this paragraph), the Applicable Rate for such Type of Term Loans will be automatically adjusted upwards on the date upon which the Incremental Loans of such Series are made so that the Applicable Rate for such Type of such Series of Incremental Loans is equal to the Applicable Rate for such Type of Term Loans (such adjustment upward to in any case maintain the existing spread between the Applicable Rates for such Types of Term Loans); and (vii) both before and after giving effect to the making of any Incremental Loans, the Parent and its Subsidiaries shall have demonstrated a Senior Secured Leverage Ratio on a Pro Forma Basis of no greater than 3.00 to 1:00. Following the acceptance by the U.S. Borrower of the offers made by any one or more Lenders to make any Series of Incremental Loans pursuant to the foregoing provisions of this paragraph (b), each Incremental Loan Lender in respect of such Series of Incremental Loans severally agrees, subject to the satisfaction terms and conditions set forth herein, to make such Incremental Loans to the U.S. Borrower during the period from and including the date of such acceptance to and including the commitment termination date specified in the Incremental Loan Amendment entered into with respect to such Series in an aggregate principal amount up to but not exceeding the amount of the Incremental Loan Commitment of such Incremental Loan Lender in respect of such Series as in effect from time to time. Thereafter, subject to the terms and conditions in of this Section 2.14, (i) each Incremental Term Lender of such Class shall make a Loan to the Borrower (or any Loan Party organized under the laws of the United States, any state thereofAgreement, the District of Columbia or any territory thereof, U.S. Borrower may be designated as a borrower in respect thereof so long as all obligors under such convert Incremental Facility are the same as with respect to the Loans hereunder) (an “Incremental Term Loan”) in an amount equal to its Incremental Term Commitment of such Class and (ii) each Incremental Term Lender of such Class shall become a Lender hereunder with respect to the Incremental Term Commitment of such Class and the Incremental Term Loans of such Class made pursuant thereto. On any Incremental Facility Closing Date on which any Incremental Revolving Credit Commitments of any Class are effected through the establishment Series of one or more new revolving credit commitments (including through any Revolving Commitment Increase), subject to the satisfaction of the terms and conditions in this Section 2.14, (i) each Type into Incremental Revolving Credit Lender of such Class shall make its Commitment available to the Borrower (or any Loan Party organized under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, may be designated as a borrower in respect thereof so long as all obligors under such Incremental Facility are the same as with respect to the Loans hereunder) (when borrowed, “Incremental Revolving Credit Loans” and collectively with Incremental Term Loans, an “Incremental Loans”) in an amount equal to its Incremental Revolving Credit Commitment of such Class and (ii) each Incremental Revolving Credit Lender of such Class shall become a Lender hereunder with respect to the Incremental Revolving Credit Commitment of such Class and the Incremental Revolving Credit Loans of such Class made pursuant thereto. For the avoidance Series of doubt, another Type (as provided in Section 2.07) or continue Incremental Term Loans may have identical terms to any of such Series of one Type as Incremental Loans of such Series of the Term same Type (as provided in Section 2.07). Incremental Loans and of any Series that are prepaid may not be treated reborrowed as Incremental Loans of the same Class as any of such Term LoansSeries.

Incremental Loans. Any Incremental Commitments effected through On the establishment of one or more new revolving credit commitments or new Term Loans not in the same Facility of any existing Class of Term Loans made on applicable effective date (each, an “Incremental Facility Closing Date shall be designated a separate Class of Incremental Commitments for all purposes of this Agreement. On Date”) specified in any Incremental Facility Closing Date on which any Incremental Term Commitments of any Class are effected Amendment (including through any Term Loan Increase or Revolving Commitment Increase, as applicable), subject to the satisfaction of the terms and conditions in this Section 2.142.24 and in the applicable Incremental Amendment, (i) (A) each Incremental Term Lender of such Class shall make a Loan to the Borrower (or any Loan Party organized under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, may be designated as a borrower in respect thereof so long as all obligors under such Incremental Facility are the same as with respect to the Loans hereunderBorrower(s) (an “Incremental Term Loan”) in an amount equal to its Incremental Term Commitment of such Class and (iiB) each Incremental Term Lender of such Class shall become a Lender hereunder with respect to the Incremental Term Commitment of such Class and the Incremental Term Loans of such Class made pursuant thereto. On any Incremental Facility Closing Date on which any Incremental Revolving Credit Commitments of any Class are effected through the establishment of one or more new revolving credit commitments thereto and (including through any Revolving Commitment Increase), subject to the satisfaction of the terms and conditions in this Section 2.14, ii) (iA) each Incremental Revolving Credit Lender of such Class shall make its Commitment available to the Borrower (or any Loan Party organized under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, may be designated as a borrower in respect thereof so long as all obligors under such Incremental Facility are the same as with respect to the Loans hereunder) Borrowers (when borrowed, an “Incremental Revolving Credit LoansLoan” and collectively with any Incremental Term LoansLoan, an “Incremental LoansLoan”) in an amount equal to its Revolving Commitment Increase of such Class or Incremental Revolving Credit Commitment of such Class Class, as applicable, and (iiB) each Incremental Revolving Credit Lender of such Class shall become a Lender hereunder with respect to the Revolving Commitment Increase of such Class or the Incremental Revolving Credit Commitment Commitments of such Class Class, as applicable, and the Incremental Revolving Credit Loans of such Class made pursuant thereto. For the avoidance of doubt, Incremental Term Loans may have identical terms to any of the Term Loans and be treated as the same Class as any of such Term Loans.

Incremental Loans. Any Incremental Commitments effected through the establishment of one or more new tranches of term loans or new revolving credit commitments or new Term Loans not in the same Facility of any existing Class of Term Loans commitments, as applicable, made on an Incremental Facility Closing Date (other than, for the avoidance of doubt, a Loan Increase) shall be designated a separate Class of Incremental Loans and Commitments for all purposes of this Agreement. On any Incremental Facility Closing Date on which any Incremental Term Commitments of any Class are effected (including through any Term A Loan Increase), subject to the satisfaction of the terms and conditions in this Section 2.14, (i) each Incremental Term Lender of such Class shall make a Loan to the Borrower (or any Loan Party organized under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, may be designated as a borrower in respect thereof so long as all obligors under such Incremental Facility are the same as with respect to the Loans hereunder) (an “Incremental Term Loan”) in an amount equal to its Incremental Term Commitment of such Class and (ii) each Incremental Term Lender of such Class shall become a Lender hereunder with respect to the Incremental Term Commitment of such Class and the Incremental Term Loans of such Class made pursuant thereto. On any Incremental Facility Closing Date on which any Incremental Revolving Credit Commitments of any Class are effected through the establishment of one or more new revolving credit commitments (including through any Revolving Commitment Increase), subject to the satisfaction of the terms and conditions in this Section 2.14, (i) each Incremental Revolving Credit Lender of such Class shall make its Commitment available to the Borrower (or any Loan Party organized under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, may be designated as a borrower in respect thereof so long as all obligors under such Incremental Facility are the same as with respect to the Loans hereunder) (when borrowed, an “Incremental Revolving Credit LoansLoan” and collectively with any Incremental Term LoansLoan, an “Incremental LoansLoan”) in an amount equal to its Incremental Revolving Credit Commitment of such Class and (ii) each Incremental Revolving Credit Lender of such Class shall become a Lender hereunder with respect to the Incremental Revolving Credit Commitment of such Class and the Incremental Revolving Credit Loans of such Class made pursuant thereto. For Notwithstanding the avoidance of doubtforegoing, Incremental Term Loans may have identical terms to any of the Term then existing Terms A Loans and be treated as the same Class as any of such Term A Loans.

Incremental Loans. Any Incremental Commitments effected through the establishment of one or more new revolving credit commitments or new Term Loans not in the same Facility of any existing Class of Term Loans or Incremental Revolving Credit Commitments made on an Incremental Facility Closing Date shall be designated a separate Class of Incremental Commitments Term Loans or Incremental Revolving Credit Commitments, as applicable, for all purposes of this Agreement. On any Incremental Facility Closing Date on which any Incremental Term Commitments of any Class are effected (including through any Term Loan Increase), subject to the satisfaction (or waiver) of the terms and conditions in this Section 2.14, (i) each Incremental Term Lender of such Class shall make a Loan to the Borrower (or any Loan Party organized under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, may be designated as a borrower in respect thereof so long as all obligors under such Incremental Facility are the same as with respect to the Loans hereunder) (an “Incremental Term Loan”) in an amount equal to its Incremental Term Commitment of such Class and (ii) each Incremental Term Lender of such Class shall become a Lender hereunder with respect to the Incremental Term Commitment of such Class and the Incremental Term Loans of such Class made pursuant thereto. On any Incremental Facility Closing Date on which any Incremental Revolving Credit Commitments of any Class are effected through the establishment of one or more new revolving credit commitments (including through any Revolving Commitment Increase)effected, subject to the satisfaction (or waiver) of the terms and conditions in this Section 2.14, (i) each Incremental Revolving Credit Lender of such Class shall make its Commitment available to the Borrower (or any Loan Party organized under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, may be designated as a borrower in respect thereof so long as all obligors under such Incremental Facility are the same as with respect to the Loans hereunder) (when borrowed, an “Incremental Revolving Credit LoansLoan” and collectively with any Incremental Term LoansLoan, an “Incremental LoansLoan”) in an amount equal to its Incremental Revolving Credit Commitment of such Class and (ii) each Incremental Revolving Credit Lender of such Class shall become a Lender hereunder with respect to the Incremental Revolving Credit Commitment of such Class and the Incremental Revolving Credit Loans of such Class made pursuant thereto. For Notwithstanding the avoidance of doubtforegoing, Incremental Term Loans may have identical terms to any of the Term Loans and be treated as the same Class as any of such Term Loans.

Incremental Loans. Any Incremental Commitments effected through the establishment of one or more new revolving credit commitments or new Term Loans not in the same Facility of any existing Class of Term Loans made on an Incremental Facility Closing Date shall be designated a separate Class of Incremental Commitments for all purposes of this Agreement. On any Incremental Facility Closing Date on which any Incremental Term Commitments of any Class are effected (including through any Term Loan Increase), subject to the satisfaction of the terms and conditions in this Section 2.14, (i) each Incremental Term Lender of such Class shall make a Loan to the Borrower Company (or any Loan Party organized under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, may be designated as a borrower in respect thereof so long as all obligors under such Incremental Facility are the same as with respect to the Loans hereunderthereof) (an “Incremental Term Loan”) in an amount equal to its Incremental Term Commitment of such Class and (ii) each Incremental Term Lender of such Class shall become a Lender hereunder with respect to the Incremental Term Commitment of such Class and the Incremental Term Loans of such Class made pursuant thereto. On any Incremental Facility Closing Date on which any Incremental Revolving Credit Commitments of any Class are effected through the establishment of one or more new revolving credit commitments (including through any Revolving Commitment Increase), subject to the satisfaction of the terms and conditions in this Section 2.14, (i) each Incremental Revolving Credit Lender of such Class shall make its Commitment available to the Borrower Company (or any Loan Party organized under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, that may be designated as a borrower in respect thereof so long as all obligors under such Incremental Facility are the same as with respect to the Loans hereunderthereof) (when borrowed, an “Incremental Revolving Credit LoansLoan” and collectively with any Incremental Term LoansLoan, an “Incremental LoansLoan”) in an amount equal to its Incremental Revolving Credit Commitment of such Class and (ii) each Incremental Revolving Credit Lender of such Class shall become a Lender hereunder with respect to the Incremental Revolving Credit Commitment of such Class and the Incremental Revolving Credit Loans of such Class made pursuant thereto. For Notwithstanding the avoidance of doubtforegoing, Incremental Term Loans may have identical terms to any of the Term Loans and be treated as the same Class as any of such Term Loans.

Incremental Loans. Any Incremental Commitments Term Loans to the extent effected through the establishment of one or more new revolving credit commitments or new Term Loans not in the same Facility of any existing Class of Term Loans made on an Incremental Facility Closing Date shall be designated a separate Class of Incremental Commitments Term Loans for all purposes of this Agreement. Any Revolving Commitment Increase and any Term Loan Increase shall be effected pursuant to an increase in, and as part of, an existing Class of Revolving Commitments or Term Loans, respectively. On any Incremental Facility Closing Date on which any Incremental Term Commitments of any Class are effected (including through any as an increase to an existing Class of Term Loans pursuant to a Term Loan Increase), subject to the satisfaction (or waiver) of the terms and conditions in this Section 2.142.23, (i) each Incremental Term Lender of such Class shall make a Loan to the Borrower (or any Loan Party organized under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, may be designated as a borrower in respect thereof so long as all obligors under such Incremental Facility are the same as with respect to the Loans hereunder) (an “Incremental Term Loan”) in an amount equal to its Incremental Term Commitment of such Class and (ii) each Incremental Term Lender of such Class shall become a Lender hereunder with respect to the such Incremental Term Commitment of such Class and the Incremental Term Loans of such Class made pursuant thereto. On any Incremental Facility Closing Date on which any Incremental Revolving Credit Commitments of any Class are effected through the establishment of one or more new revolving credit commitments (including through any Revolving Commitment Increase), subject to the satisfaction of the terms and conditions in this Section 2.142.23, (ix) each Incremental Revolving Credit Lender of such Class shall make its Commitment available to the Borrower (or any Loan Party organized under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, may be designated as a borrower in respect thereof so long as all obligors under such Incremental Facility are the same as with respect to the Loans hereunder) (when borrowed, an “Incremental Revolving Credit LoansLoan” and collectively with any Incremental Term LoansLoan, an “Incremental LoansLoan”) in an amount equal to its Incremental Revolving Credit Commitment of such Class and (iiy) each Incremental Revolving Credit Lender of such Class shall become a Lender hereunder with respect to the Incremental Revolving Credit Commitment of such Class and the Incremental Revolving Credit Loans of such Class made pursuant thereto. For the avoidance of doubt, Incremental Term Loans may (and any Incremental Term Loans effected pursuant to a Term Loan Increase shall) have identical terms to any of the Term Loans and be treated as the same Class as any of such Term LoansLoans for all purposes herein.

Incremental Loans. Any Incremental Commitments effected through the establishment of one or more new revolving credit commitments or new Term Loans not in the same Facility of any existing Class of Term Loans made on an Incremental Facility Closing Date shall be designated a separate Class of Incremental Commitments for all purposes of this Agreement. On any Incremental Facility Closing Date on which any Incremental Term Commitments Facilities of any Class are effected (including through any Term Loan Increase), subject to the satisfaction of the terms and conditions in this Section 2.14, (i) each Incremental Term Lender of such Class shall make a Loan to the Borrower (or any Loan Party organized under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, may be designated as a borrower in respect thereof so long as all obligors under such Incremental Facility are the same as with respect to the Loans hereunder) (an “Incremental Term Loan”) in an amount equal to its Incremental Term Commitment Facility of such Class and (ii) each Incremental Term Lender of such Class shall become a Lender hereunder with respect to the Incremental Term Commitment Facility of such Class and the Incremental Term Loans of such Class made pursuant thereto. On any Incremental Facility Closing Date on which any Incremental Revolving Credit Commitments of any Class are effected through the establishment of one or more new revolving credit commitments (including through any Revolving Commitment Increase), subject to the satisfaction of the terms and conditions in this Section 2.14, (i) each Incremental Revolving Credit Lender of such Class shall make its Commitment available to the Borrower (or any Loan Party organized under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, may be designated as a borrower in respect thereof so long as all obligors under such Incremental Facility are the same as with respect to the Loans hereunder) (when borrowed, an “Incremental Revolving Credit LoansLoan” and collectively with any Incremental Term LoansLoan, an “Incremental LoansLoan”) in an amount equal to its Incremental Revolving Credit Commitment of such Class and (ii) each Incremental Revolving Credit Lender of such Class shall become a Lender hereunder with respect to the Incremental Revolving Credit Commitment of such Class and the Incremental Revolving Credit Loans of such Class made pursuant thereto. For Notwithstanding the avoidance of doubtforegoing, Incremental Term Loans may have identical terms to any of the Term Loans and be treated as the same Class as any of such Term Loans.

Incremental Loans. Any Incremental Commitments Term Loans to the extent effected through the establishment of one or more new revolving credit commitments or new Term Loans not in the same Facility of any existing Class of Term Loans made on an Incremental Facility Closing Date shall be designated a separate Class of Incremental Term Loans for all purposes of this Agreement. Any Incremental Revolving Credit Commitments to the extent effected through the establishment of one or more new Revolving Credit Commitments made on an Incremental Facility Closing Date shall be designated a separate Class of Incremental Revolving Credit Commitments for all purposes of this Agreement. Any Revolving Commitment Increase and any Term Loan Increase shall be effected pursuant to an increase in, and as part of, an existing Class of Revolving Credit Commitments or Term Loans, respectively. On any Incremental Facility Closing Date on which any Incremental Term Commitments of any Class are effected (including through any as an increase to an existing Class of Term Loans pursuant to a Term Loan Increase), subject to the satisfaction (or waiver) of the terms and conditions in this Section ‎Section 2.14, (i) each Incremental Term Lender of such Class shall make a Loan to the Borrower (or any Loan Party organized under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, may be designated as a borrower in respect thereof so long as all obligors under such Incremental Facility are the same as with respect to the Loans hereunder) (an “Incremental Term Loan”) in an amount equal to its Incremental Term Commitment of such Class and (ii) each Incremental Term Lender of such Class shall become a Lender hereunder with respect to the such Incremental Term Commitment of such Class and the Incremental Term Loans of such Class made pursuant thereto. On any Incremental Facility Closing Date on which any Incremental Revolving Credit Commitments of any Class are effected through the establishment of one or more new revolving credit commitments (including through any as increase to an existing Class of Revolving Credit Commitments pursuant to a Revolving Commitment Increase), subject to the satisfaction of the terms and conditions in this Section ‎Section 2.14, (ix) each Incremental Revolving Credit Lender of such Class shall make its Commitment available to the Borrower (or any Loan Party organized under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, may be designated as a borrower in respect thereof so long as all obligors under such Incremental Facility are the same as with respect to the Loans hereunder) (when borrowed, an “Incremental Revolving Credit LoansLoan” and collectively with any Incremental Term LoansLoan, an “Incremental LoansLoan”) in an amount equal to its Incremental Revolving Credit Commitment of such Class and (iiy) each Incremental Revolving Credit Lender of such Class shall become a Lender hereunder with respect to the Incremental Revolving Credit Commitment of such Class and the Incremental Revolving Credit Loans of such Class made pursuant thereto. For the avoidance of doubt, (x) Incremental Term Loans may may, as determined by the Borrower and the Incremental Term Lenders providing such Incremental Term Loans (and any Incremental Term Loans effected pursuant to a Term Loan Increase shall), have identical terms to any of the Term Loans and be treated as the same Class as any of such Term LoansLoans for all purposes herein.

Incremental Loans. Any The Borrower may at any time or from time to time after the Closing Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request additional secured term loans hereunder (such term loans, “Incremental Commitments effected through Loans”); provided that (i) except as otherwise agreed by the establishment Incremental Lenders providing the Incremental Loans, no Default or Event of one Default shall exist or more new revolving credit commitments or new Term Loans not would exist after giving effect to any Incremental Loans; provided that, in the same Facility event that any tranche of Incremental Loans is used to finance a Permitted Acquisition or other Asset Acquisition and to the extent the Incremental Lenders participating in such tranche of Incremental Loans agree, the foregoing clause (i) shall be subject to customary “Certain Funds Provisions” and only be tested at the time of the execution of the acquisition agreement related to such Permitted Acquisition or other Asset Acquisition and the representations and warranties of the Borrower set forth in this Agreement that must be true and correct in all material respects (or in all respects to the extent any existing Class such representation or warranty is qualified by materiality or Material Adverse Effect) shall be limited to “Specified Representations” and “Specified Acquisition Agreement Representations” (in each case, as reasonably conformed to such Permitted Acquisition or other Asset Acquisition); (ii) all fees and expenses owing to the Administrative Agent and the Incremental Lenders in respect of Term such Incremental Loans made shall have been paid; (iii) all Incremental Loans borrowed on an one Incremental Facility Closing Date shall be designated a separate Class in an aggregate principal amount that is not less than $10,000,000; (iv) after giving effect to all Incremental Loans previously made hereunder and such proposed Incremental Loans, the aggregate principal amount of all such previous and proposed Incremental Commitments for Loans shall not exceed (A) $275,000,000 less the aggregate principal amount of all purposes Incremental Equivalent Debt incurred or issued in reliance on this clause (A) plus (B) an unlimited amount so long as, in the case of this Agreement. On any clause (B), the Secured Leverage Ratio as of the applicable Incremental Facility Closing Date on a pro forma basis after giving effect to the Incremental Loans does not exceed 3.5 to 1.0, with respect to which the Borrower shall provide to the Administrative Agent a certificate as to such Secured Leverage Ratio calculated in reasonable detail on such Incremental Closing Date (it being understood that unsecured Incremental Loans (or, as applicable pursuant to Section 7.03(m), unsecured Incremental Equivalent Debt) will be deemed to be secured for purposes of calculating the Secured Leverage Ratio) plus (C) the amount of any voluntary prepayment of any Loans (to the extent the relevant prepayment or reduction is not funded or effected with any Indebtedness) plus (D) in the case of Incremental Loans that serve to effectively extend the maturity of the Loans, an amount equal to the reductions in the Loans to be replaced with such Incremental Loans; (v) the Borrower shall deliver or cause to be delivered on the Incremental Closing Date any legal opinions, board resolutions or other customary certificates reasonably requested by Administrative Agent in connection with any Incremental Loans and consistent in form with those delivered on the Closing Date under Section 4.01 (other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent); (vi) the Incremental Loans may rank pari passu or junior in right of payment and pari passu or junior with respect to security with the Obligations or may be unsecured (and to the extent subordinated in right of payment or pari passu or junior in right of security, shall be subject to intercreditor arrangements reasonably satisfactory to the Administrative Agent); (vii) any mandatory prepayment (other than scheduled amortization payments) of Incremental Loans that are pari passu in right of payment and pari passu with respect to security shall be made on a pro rata basis with all then existing Loans (and all then-existing Other Term Commitments of any Class are effected (including through any Term Loan IncreaseLoans, Incremental Loans or Extended Loans requiring ratable prepayment), subject except that the Borrower and the Incremental Lenders in respect of such Incremental Loans shall be permitted, in their sole discretion, to elect to prepay or receive, as applicable, any prepayments on a less than pro rata basis (but not on a greater than pro rata basis); (viii) the material terms and provisions of Incremental Loans shall not be materially less favorable, taken as a whole, to the satisfaction of Loan Parties, than the terms and conditions in this Section 2.14provisions of the Loans except as may be contemplated by clause (ix), (ix) each Incremental Term Lender of or (xi) below (provided that such Class shall make a Loan terms and provisions that are not contemplated by such clauses (ix), (x) or (xi) may be different from the Loans to the Borrower extent reasonably satisfactory to the Administrative Agent; it being understood that terms and provisions which are applicable only after the Latest Maturity Date are reasonably satisfactory to the Administrative Agent); (or any Loan Party organized under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, may be designated as a borrower in respect thereof so long as all obligors under ix) such Incremental Facility are Loans shall have a final maturity that is the same as or later than the Latest Maturity Date; (x) such Incremental Loans have a Weighted Average Life to Maturity as of the Incremental Closing Date that is the same as or longer than the Weighted Average Life to Maturity of the Loans as of the Incremental Closing Date; and (xi) the all-in yield (whether in the form of interest rate margins, interest rate, original issue discount, upfront fees, or eurodollar or base rate floors (but not customary commitment, arrangement, underwriting, ticking, unused line, structuring or amendment fees), assuming, in the case of original issue discount and upfront fees, a four-year life to maturity) for such Incremental Loans will be determined by the Borrower and the Incremental Lenders and will not, in the case of Incremental Loans that are pari passu in right of payment and pari passu with respect to security with the Loans, be more than 50 basis points higher than the corresponding all-in yield (giving effect to interest rate margins, interest rate, original issue discount, upfront fees and eurodollar and base rate floors and any amendments to the Applicable Rate in respect of the Loans hereunderthat became effective subsequent to the Closing Date but prior to the time of the addition of the relevant Incremental Loans (but not customary commitment, arrangement, underwriting, ticking, unused line, structuring or amendment fees) assuming, in the case of original issue discount and upfront fees, a four-year life to maturity) for the Loans made on the Closing Date and if the relevant Incremental Loans include any interest rate floor that is greater than that applicable to the existing Loans, and such floor is applicable to the existing Loans on the date of determination, the excess amount shall be equated to interest margin for determining the applicable interest rate, unless the all-in yield with respect to such Loans shall be increased as of the Incremental Closing Date (which increase in yield shall be effected by increasing the Applicable Rate applicable to such existing Loans) by an amount equal to the difference between the all-in yield with respect to such Incremental Loans minus 50 basis points and the corresponding all-in yield on such Loans; provided that this clause (xi) shall only be effective until the date that is 18 months after the Closing Date. Each notice from the Borrower pursuant to this Section 2.15 shall set forth the requested amount of the relevant Incremental Loans and be delivered at least three (3) Business Days prior to the proposed Incremental Closing Date, unless the Administrative Agent shall have determined in its sole discretion to accept such notice on such Incremental Closing Date. Incremental Loans may be provided by any existing Lender (it being understood that no existing Lender will have an obligation to provide any Incremental Loans) or by any other Eligible Assignee (any such Person providing an Incremental Loan, an “Incremental Lender”). Incremental Loans shall become under this Agreement pursuant to an amendment (an “Incremental Term LoanAmendment”), executed by (x) in an amount equal the Administrative Agent, the consent of which is not to its be unreasonably withheld or delayed, (y) the Incremental Term Commitment of such Class Lenders and (iiz) the Loan Parties, and reaffirmations of the Loan Documents executed by the Loan Parties shall be delivered in connection therewith, in each case in form and substance reasonably satisfactory to the Administrative Agent. The Incremental Term Lender Amendment may, without the consent of any other Lenders, effect such Class 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 2.15. The date that any Incremental Loans are made shall become a Lender hereunder be referred to as the “Incremental Closing Date” with respect to the Incremental Term Commitment of such Class and the Incremental Term Loans of such Class made pursuant thereto. On any Incremental Facility Closing Date on which any Incremental Revolving Credit Commitments of any Class are effected through the establishment of one or more new revolving credit commitments (including through any Revolving Commitment Increase), subject to the satisfaction of the terms and conditions in this Section 2.14, (i) each Incremental Revolving Credit Lender of such Class shall make its Commitment available to the Borrower (or any Loan Party organized under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, may be designated as a borrower in respect thereof so long as all obligors under such Incremental Facility are the same as with respect to the Loans hereunder) (when borrowed, “Incremental Revolving Credit Loans” and collectively with Incremental Term Loans, an “Incremental Loans”) in an amount equal to its Incremental Revolving Credit Commitment of such Class and (ii) each Incremental Revolving Credit Lender of such Class shall become a Lender hereunder with respect to the Incremental Revolving Credit Commitment of such Class and the Incremental Revolving Credit Loans of such Class made pursuant thereto. For the avoidance of doubt, Incremental Term Loans may have identical terms to any of the Term Loans and be treated as the same Class as any of such Term Loans.

Incremental Loans. Any In addition to Borrowings of Revolving Credit Loans and Term Loans pursuant to paragraphs (a), (b) and (c) above, at any time and from time to time, the Borrower may request that the Lenders (or other financial institutions agreed to by the Borrower and the Administrative Agent) offer to enter into commitments to make additional term loans (each such loan being herein called an "Incremental Commitments effected through Loan") under this paragraph (d). In the establishment of event that one or more new revolving credit of the Lenders (or such other financial institutions) offer, in their sole discretion, to enter into such commitments, and such Lenders (or financial institutions) and the Borrower agree as to the amount of such commitments or new Term Loans not in the same Facility of any existing Class of Term Loans made on an Incremental Facility Closing Date that shall be designated allocated to the respective Lenders (or financial institutions) making such offers and the fees (if any) to be payable by the Borrower in connection therewith, such Lenders (or financial institutions) shall become obligated to make Incremental Loans under this Agreement in an amount equal to the amount of their respective Incremental Loan Commitments (and such financial institutions shall become "Incremental Loan Lenders" hereunder). The Incremental Loans to be made pursuant to any such agreement between the Borrower and one or more Lenders (including any such new Lenders) in response to any such request by the Borrower shall be deemed to be a separate Class "Series" of Incremental Commitments Loans for all purposes of this Agreement. On Anything herein to the contrary notwithstanding, (i) the minimum aggregate principal amount of Incremental Loan Commitments entered into pursuant to any Incremental Facility Closing Date on which any Incremental Term Commitments such request (and, accordingly, the minimum aggregate principal amount of any Class are effected Series of Incremental Loans) shall be $10,000,000 and (ii) the aggregate principal amount of all Incremental Loan Commitments and all outstanding Series of Incremental Loans shall not exceed $500,000,000. Following the acceptance by the Borrower of the offers made by any one or more Lenders to make any Series of Incremental Loans pursuant to the foregoing provisions of this paragraph (d), each Incremental Loan Lender in respect of such Series of Incremental Loans severally agrees, on the terms and conditions of this Agreement, to make such Incremental Loans to the Borrower during the period from and including through any Term the date of such acceptance to and including the commitment termination date specified in the agreement entered into with respect to such Series in an aggregate principal amount up to but not exceeding the amount of the Incremental Loan Increase)Commitment of such Incremental Loan Lender in respect of such Series as in effect from time to time. Thereafter, subject to the satisfaction of the terms and conditions in of this Section 2.14Agreement, (i) each Incremental Term Lender of such Class shall make a Loan to the Borrower (or any Loan Party organized under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, may be designated as a borrower in respect thereof so long as all obligors under such convert Incremental Facility are the same as with respect to the Loans hereunder) (an “Incremental Term Loan”) in an amount equal to its Incremental Term Commitment of such Class and (ii) each Incremental Term Lender of such Class shall become a Lender hereunder with respect to the Incremental Term Commitment of such Class and the Incremental Term Loans of such Class made pursuant thereto. On any Incremental Facility Closing Date on which any Incremental Revolving Credit Commitments of any Class are effected through the establishment Series of one or more new revolving credit commitments (including through any Revolving Commitment Increase), subject to the satisfaction of the terms and conditions in this Section 2.14, (i) each Type into Incremental Revolving Credit Lender of such Class shall make its Commitment available to the Borrower (or any Loan Party organized under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, may be designated as a borrower in respect thereof so long as all obligors under such Incremental Facility are the same as with respect to the Loans hereunder) (when borrowed, “Incremental Revolving Credit Loans” and collectively with Incremental Term Loans, an “Incremental Loans”) in an amount equal to its Incremental Revolving Credit Commitment of such Class and (ii) each Incremental Revolving Credit Lender of such Class shall become a Lender hereunder with respect to the Incremental Revolving Credit Commitment of such Class and the Incremental Revolving Credit Loans of such Class made pursuant thereto. For the avoidance Series of doubt, another Type (as provided in Section 2.06) or continue Incremental Term Loans may have identical terms to any of such Series of one Type as Incremental Loans of such Series of the Term same Type (as provided in Section 2.06). Incremental Loans and of any Series that are prepaid may not be treated reborrowed as Incremental Loans of the same Class as any of such Term LoansSeries.

Incremental Loans. Any Incremental Commitments effected through the establishment of one or more new revolving credit commitments or new Term Loans not in the same Facility of any existing Class of Term Loans made on an Incremental Facility Closing Date shall be designated a separate Class of Incremental Commitments for all purposes of this Agreement, except in the case of a Term Loan Increase or a Revolving Commitment Increase. On any Incremental Facility Closing Date on which any Incremental Term Commitments of any Class are effected (including through any Term Loan Increase), subject to the satisfaction of the terms and conditions in this Section SectionSection 2.14, (i) each Incremental Term Lender of such Class shall make a Loan to the Borrower (or any Loan Party organized under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, may be designated as a borrower in respect thereof so long as all obligors under such Incremental Facility are the same as with respect to the Loans hereunder) (an “Incremental Term Loan”) in an amount equal to its Incremental Term Commitment of such Class and (ii) each Incremental Term Lender of such Class shall become a Lender hereunder with respect to the Incremental Term Commitment of such Class and the Incremental Term Loans of such Class made pursuant thereto. On any Incremental Facility Closing Date on which any Incremental Revolving Credit Commitments of any Class are effected through the establishment of one or more new revolving credit commitments (including through any Revolving Commitment Increase), subject to the satisfaction of the terms and conditions in this Section SectionSection 2.14, (i) each Incremental Revolving Credit Lender of such Class shall make its Commitment available to the Borrower (or any Loan Party organized under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, may be designated as a borrower in respect thereof so long as all obligors under such Incremental Facility are the same as with respect to the Loans hereunder) (when borrowed, an “Incremental Revolving Credit LoansLoan” and collectively with any Incremental Term LoansLoan, an “Incremental LoansLoan”) in an amount equal to its Incremental Revolving Credit Commitment of such Class and (ii) each Incremental Revolving Credit Lender of such Class shall become a Lender hereunder with respect to the Incremental Revolving Credit Commitment of such Class and the Incremental Revolving Credit Loans of such Class made pursuant thereto. For Notwithstanding the avoidance of doubtforegoing, Incremental Term Loans may have identical terms to any of the Term Loans and be treated as the same Class as any of such Term Loans.

Incremental Loans. Any Incremental Commitments effected through the establishment of one or more new revolving credit commitments or new Term Loans not in the same Facility of any existing Class of Term Loans made on an Incremental Facility Closing Date shall be designated a separate Class of Incremental Commitments for all purposes of this Agreement. On any Incremental Facility Closing Date on which any Incremental Term Loan Commitments of any Class are effected (including through any Term Loan Increase), subject to the satisfaction of the terms and conditions in this Section 2.14, (i) each Incremental Term Lender of such Class shall make a Loan to the Borrower (or any Loan Party organized under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, may be designated as a borrower in respect thereof so long as all obligors under such Incremental Facility are the same as with respect to the Loans hereunder) (an “Incremental Term Loan”) in an amount equal to its Incremental Term Loan Commitment of such Class and (ii) each Incremental Term Lender of such Class shall become a Lender hereunder with respect to the Incremental Term Loan Commitment of such Class and the Incremental Term Loans of such Class made pursuant thereto. On any Incremental Facility Closing Date on which any Incremental Revolving Credit Commitments of any Class are effected through the establishment of one or more new revolving credit commitments (including through any Revolving Commitment Increase), subject to the satisfaction of the terms and conditions in this Section 2.14, (i) each Incremental Revolving Credit Lender of such Class shall make its Commitment available to the Borrower (or any Loan Party organized under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, may be designated as a borrower in respect thereof so long as all obligors under such Incremental Facility are the same as with respect to the Loans hereunder) (when borrowed, an “Incremental Revolving Credit LoansLoan” and collectively with any Incremental Term LoansLoan, an “Incremental LoansLoan” and each facility under which Incremental Loans are made, an “Incremental Facility”) in an amount equal to its Incremental Revolving Credit Commitment of such Class and (ii) each Incremental Revolving Credit Lender of such Class shall become a Lender hereunder with respect to the Incremental Revolving Credit Commitment of such Class and the Incremental Revolving Credit Loans of such Class made pursuant thereto. For Notwithstanding the avoidance of doubtforegoing, Incremental Term Loans may have identical terms to any of the Term Loans and be treated as the same Class as any of such Term Loans.

Incremental Loans. Any Incremental Term Loans or Incremental Revolving Credit Commitments effected through the establishment of one or more new revolving credit commitments or new Term Loans not in the same Facility of any existing Class of Term Loans made on an Incremental Facility Closing Date shall be designated a separate Class of Incremental Commitments Term Loans or Incremental Revolving Credit Commitments, as applicable, for all purposes of this Agreement. On any Incremental Facility Closing Date on which any Incremental Term Commitments of any Class are effected (including through any Term Loan Increase), subject to the satisfaction of the terms and conditions in this Section 2.142.16, (i) each Incremental Term Lender of such Class shall make a Loan to the Borrower (or any Loan Party organized under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, may be designated as a borrower in respect thereof so long as all obligors under such Incremental Facility are the same as with respect to the Loans hereunder) (an “Incremental Term Loan”) in an amount equal to its Incremental Term Commitment of such Class and (ii) each Incremental Term Lender of such Class shall become a Lender hereunder with respect to the Incremental Term Commitment of such Class and the Incremental Term Loans of such Class made pursuant thereto. On any Incremental Facility Closing Date on which any Incremental Revolving Credit Commitments of any Class are effected through the establishment of one or more new revolving credit commitments (including through any Revolving Commitment Increase), subject to the satisfaction of the terms and conditions in this Section 2.142.16, (i) each Incremental Revolving Credit Lender of such Class shall make its Commitment available to the Borrower (or any Loan Party organized under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, may be designated as a borrower in respect thereof so long as all obligors under such Incremental Facility are the same as with respect to the Loans hereunder) (when borrowed, an “Incremental Revolving Credit LoansLoan” and collectively with any Incremental Term LoansLoan, an “Incremental LoansLoan”) in an amount equal to its Incremental Revolving Credit Commitment of such Class and (ii) each Incremental Revolving Credit Lender of such Class shall become a Lender hereunder with respect to the Incremental Revolving Credit Commitment of such Class and the Incremental Revolving Credit Loans of such Class made pursuant thereto. For Notwithstanding the avoidance of doubtforegoing, Incremental Term Loans may have identical terms to any of the Term Loans and be treated as the same Class as any of such Term Loans.

Incremental Loans. Any Incremental Term Loans or Incremental Revolving Commitments effected through the establishment of one or more new term loans or new revolving credit commitments or new Term Loans not in the same Facility of any existing Class of Term Loans commitments, as applicable, made on an Incremental Facility Closing Date (other than a Loan Increase) shall be designated a separate Class of Incremental Commitments Term Loans or Incremental Revolving Commitments, as applicable, for all purposes of this Agreement. On any Incremental Facility Closing Date on which any Incremental Term Commitments of any Class are effected (including through any Term Loan Increase), subject to the satisfaction of the terms and conditions in this Section 2.142.13, (i) each Incremental Term Lender of such Class shall make a Loan to the Borrower (or any Loan Party organized under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, may be designated as a borrower in respect thereof so long as all obligors under such Incremental Facility are the same as with respect to the Loans hereunder) (an “Incremental Term Loan”) in an amount equal to its Incremental Term Commitment of such Class and (ii) each Incremental Term Lender of such Class shall become a Lender hereunder with respect to the Incremental Term Commitment of such Class and the Incremental Term Loans of such Class made pursuant thereto. On any Incremental Facility Closing Date on which any Incremental Revolving Credit Commitments of any Class are effected through the establishment of one or more new revolving credit commitments (including through any Revolving Commitment Increase), subject to the satisfaction of the terms and conditions in this Section 2.142.13, (i) each Incremental Revolving Credit Lender of such Class shall make its Commitment available to the Borrower (or any Loan Party organized under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, may be designated as a borrower in respect thereof so long as all obligors under such Incremental Facility are the same as with respect to the Loans hereunder) (when borrowed, an “Incremental Revolving Credit LoansLoan” and collectively with any Incremental Term LoansLoan, an “Incremental LoansLoan”) in an amount equal to its Incremental Revolving Credit Commitment of such Class and (ii) each Incremental Revolving Credit Lender of such Class shall become a Lender hereunder with respect to the Incremental Revolving Credit Commitment of such Class and the Incremental Revolving Credit Loans of such Class made pursuant thereto. For the avoidance of doubt, Incremental Term Loans may have identical terms to any of the Term Loans and be treated as the same Class as any of such Term Loans.

Incremental Loans. Any Incremental Commitments effected through (a) Subject to the establishment terms of one or the Intercreditor Agreement and the conditions set forth below, the Borrower shall have the option, exercisable on no more new revolving credit commitments or new Term Loans not than three (3) occasions following the Closing Date until the Maturity Date to incur additional indebtedness under this Agreement in the same Facility form of Incremental Loans in an aggregate principal amount of up to (i) $50,000,000 less (ii) the aggregate principal amount of any existing Class of Term prior Incremental Loans made on pursuant to this Section 2.5. In the event the Borrower desires to exercise the above-described option, the Borrower shall deliver to the Administrative Agent an Incremental Facility Closing Date Notification pursuant to which the Borrower may request that additional Loans be made on the Incremental Loan Effective Date. (b) Each Incremental Loan shall be designated obtained from existing Lenders or from other banks, financial institutions or investment funds that qualify as Eligible Assignees, in each case in accordance with this Section 2.5. No Lender shall have any obligation to provide any portion of such Incremental Loans. The Borrower may invite other banks, financial institutions and investment funds which meet the requirements of an Eligible Assignee to join this Agreement as Lenders to provide all or a separate Class portion of such Incremental Commitments for all purposes Loans (each such other bank, financial institution or investment fund, a “New Lender” and collectively with the existing Lenders providing Incremental Loans, the “ Incremental Lenders”). The Administrative Agent is authorized to enter into, on behalf of the Lenders, any amendment to this Agreement. On Agreement or any other Loan Document as may be necessary to incorporate the terms of any Incremental Facility Closing Date on which Loan herein or therein; provided that such amendment shall not modify this Agreement or any Incremental Term Commitments of other Loan Document in any Class are effected manner materially adverse to any Lender and shall otherwise be in accordance with Section 9.2. (including through any Term Loan Increase), subject to the satisfaction of the c) The following terms and conditions in this Section 2.14, shall apply to each Incremental Loan: (i) the Incremental Loans made under this Section 2.5 shall constitute Obligations of the Borrower and shall be secured and guaranteed with the other Loans on a pari passu basis, (ii) any New Lender making Incremental Loans shall be entitled to the same voting rights as the existing Lenders and the Incremental Loans shall receive proceeds of prepayments on the same basis as the Initial Loans, (iii) the Borrower shall, upon the request of any Incremental Lender, execute such Notes as are necessary to reflect such Incremental Lender’s Incremental Loans, (iv) the Administrative Agent and the Lenders shall have received from the Borrower a certificate executed by a Responsible Officer of the Borrower, demonstrating in reasonable detail that, after giving effect to any such Incremental Loan, the Borrower will be in pro forma compliance with the Leverage Ratio set forth in Section 6.23, (v) no Default or Event of Default shall have occurred and be continuing hereunder as of the Incremental Loan Effective Date or after giving effect to the making of any such Incremental Loans, (vi) the representations and warranties contained in Article V and in the other Loan Documents shall be true and correct on and as of the Incremental Loan Effective Date with the same effect as if made on and as of such date (other than those representations and warranties that by their terms speak as of a particular date, which representations and warranties shall be true and correct as of such particular date), (vii) the amount of such Incremental Loan shall not be less than a minimum principal amount of $10,000,000, or any whole multiple of $5,000,000 in excess thereof, or if less, the maximum amount permitted pursuant to clause (a) above, (viii) the Borrower and each Incremental Term Lender shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, a written agreement acknowledged by the Administrative Agent and each other Credit Party, in form and substance satisfactory to the Administrative Agent (a “Lender Addition and Acknowledgement Agreement”), and (ix) the Administrative Agent shall have received any documents or information, including any joinder agreements, in connection with such Incremental Loans as it may reasonably request. (d) Upon the execution, delivery, acceptance and recording of the applicable Lender Addition and Acknowledgement Agreement, from and after the applicable Incremental Loan Effective Date, each Incremental Lender shall have a Commitment as set forth in the Register and all the rights and obligations of a Lender with such Class a Commitment hereunder. The Incremental Lenders shall make a Loan the Incremental Loans to the Borrower (or any on the Incremental Loan Party organized under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, may be designated as a borrower in respect thereof so long as all obligors under such Incremental Facility are the same as with respect to the Loans hereunder) (an “Incremental Term Loan”) Effective Date in an amount equal to its each such Incremental Term Lender’s commitment in respect of Incremental Loans as agreed upon pursuant to clause (b) above. (e) The Administrative Agent shall maintain a copy of each Lender Addition and Acknowledgment Agreement delivered to it in accordance with Section 9.10(c). (f) Within five (5) Business Days after receipt of notice, the Borrower shall execute and deliver to the Administrative Agent, in exchange for any surrendered Note or Notes of any existing Lender or with respect to any New Lender, a new Note or Notes to the order of the applicable Lenders in amounts equal to the Commitment of such Class Lenders as set forth in the Register. Such new Note or Notes shall be in an aggregate principal amount equal to the aggregate principal amount of such Commitments, shall be dated as of the Incremental Loan Effective Date and shall otherwise be in substantially the form of the existing Notes. Each surrendered Note and/or Notes shall be canceled and returned to the Borrower. (g) The Incremental Maturity Date, Applicable Margin, amortization and pricing grid, if applicable, for each Incremental Loans shall be determined on the applicable Incremental Loan Effective Date; provided that (i) no Incremental Maturity Date shall be prior to the Maturity Date or any other Incremental Maturity Date, (ii) each the applicable Incremental Term Lender Loan shall not have a weighted average life that is shorter than the weighted average life of the longer of (A) the Initial Loan, or (B) any other Incremental Loan, as applicable, and (iii) if the all-in-yield, after giving effect to any offering of the applicable Incremental Loan at a discount from par or any fees paid to the Incremental Lenders in connection with such Class Incremental Loans (the “All-in-Yield”) with respect to the applicable Incremental Loan, exceeds the All-in-Yield with respect to the Initial Loan or any prior Incremental Loan by more than 0.50%, then the fees payable by the Borrower with respect to the Initial Loan and/or any prior Incremental Loan shall become a Lender hereunder be increased to the extent necessary to cause the All-in-Yield with respect to the Incremental Term Commitment of such Class and Loans to be no more than 0.50% higher than the Incremental Term Loans of such Class made pursuant thereto. On any Incremental Facility Closing Date on which any Incremental Revolving Credit Commitments of any Class are effected through the establishment of one or more new revolving credit commitments (including through any Revolving Commitment Increase), subject to the satisfaction of the terms and conditions in this Section 2.14, (i) each Incremental Revolving Credit Lender of such Class shall make its Commitment available to the Borrower (or any Loan Party organized under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, may be designated as a borrower in respect thereof so long as all obligors under such Incremental Facility are the same as All-in-Yield with respect to the Loans hereunder) Initial Loan and/or any prior Incremental Loan (when borrowed, “Incremental Revolving Credit Loans” and collectively with Incremental Term Loans, an “Incremental Loans”) in an the amount equal to its Incremental Revolving Credit Commitment of such Class and (ii) each Incremental Revolving Credit Lender any increase shall be determined as of such Class shall become a Lender hereunder with respect to the Incremental Revolving Credit Commitment of such Class and the Incremental Revolving Credit Loans of such Class made pursuant thereto. For the avoidance of doubt, Incremental Term Loans may have identical terms to any of the Term Loans and be treated as the same Class as any of such Term LoansLoan Effective Date).

Incremental Loans. Any Incremental Commitments Term Loans (other than Term Loan Increases) effected through the establishment of one or more new revolving credit commitments or new Term Loans not in the same Facility of any existing Class of Term Loans made on an Incremental Facility Closing Date shall be designated a separate Class of Incremental Commitments Term Loans for all purposes of this Agreement. On any Incremental Facility Closing Date on which any Incremental Term Commitments of any Class are effected (including through any Term Loan Increase), subject to the satisfaction (or waiver) of the terms and conditions in this Section 2.14, (i) each Incremental Term Lender of such Class shall make a Loan to the Borrower (or any Loan Party organized under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, may be designated as a borrower in respect thereof so long as all obligors under such Incremental Facility are the same as with respect to the Loans hereunder) (an “Incremental Term Loan”) in an amount equal to its Incremental Term Commitment of such Class and (ii) each Incremental Term Lender of such Class shall become a Lender hereunder with respect to the Incremental Term Commitment of such Class and the Incremental Term Loans of such Class made pursuant thereto. On any Incremental Facility Closing Date on which any Incremental Revolving Credit Commitments of any Class Loan Commitment are effected through the establishment of one or more new revolving credit commitments (including through any Revolving Commitment Increase)effected, subject to the satisfaction of the terms and conditions in this Section 2.14, (i) each Incremental Revolving Credit Lender of such Class shall make its Commitment available to the Borrower (or any Loan Party organized under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, may be designated as a borrower in respect thereof so long as all obligors under such Incremental Facility are the same as with respect to the Loans hereunder) (when borrowed, an “Incremental Revolving Credit LoansLoan” and collectively with any Incremental Term LoansLoan, an “Incremental LoansLoan”) in an amount equal to its Incremental Revolving Commitment Increase or New Revolving Credit Commitment of such Class Commitment, as applicable, and (ii) each Incremental Revolving Credit Lender of such Class shall become a Lender hereunder with respect to the Incremental Revolving Commitment Increase or the New Revolving Credit Commitment of such Class Commitment, as applicable, and the Incremental Revolving Credit Loans of such Class made pursuant thereto. For Notwithstanding the avoidance of doubtforegoing, Incremental Term Loans may have identical terms to any of the Term Loans and be treated as the same Class as any of such Term Loans.

Incremental Loans. Any Incremental Commitments effected through the establishment of one or more new revolving credit commitments or new Term Loans not in the same Facility of any existing Class of Term Loans made (or, in the case of any Incremental Facility in the form of a delayed draw term loan facility, committed to be made) on an Incremental Facility Closing Date shall be designated a separate Class of Incremental Commitments for all purposes of this Agreement. On any Incremental Facility Closing Date on which any Incremental Term Commitments of any Class are effected (including through any Term Loan Increase), subject to the satisfaction of the terms and conditions in this Section 2.14, (i) each Incremental Term Lender of such Class shall make a Loan (or, in the case of any Incremental Facility in the form of a delayed draw term loan facility, commit to make a Loan) to the Borrower (or any Loan Party organized under the laws of the United States, any state thereof, thereof or the District of Columbia or any territory thereofColumbia, may be designated as a borrower in respect thereof so long as all obligors under such Incremental Facility are the same as with respect to the Loans hereunder) (an |US-DOCS\161843207.11|| “Incremental Term Loan”) in an amount equal to its Incremental Term Commitment of such Class and (ii) each Incremental Term Lender of such Class shall become a Lender hereunder with respect to the Incremental Term Commitment of such Class and the Incremental Term Loans of such Class made pursuant thereto. On any Incremental Facility Closing Date on which any Incremental Revolving Credit Commitments of any Class are effected through the establishment of one or more new revolving credit commitments (including through any Revolving Commitment Increase)commitments, subject to the satisfaction of the terms and conditions in this Section 2.14, (i) each Incremental Revolving Credit Lender of such Class shall make its Commitment available to the Borrower (or any Loan Party organized under the laws of the United States, any state thereof, thereof or the District of Columbia or any territory thereofColumbia, may be designated as a borrower in respect thereof so long as all obligors under such Incremental Facility are the same as with respect to the Loans hereunder) (when borrowed, “Incremental Revolving Credit Loans” and collectively with Incremental Term Loans, an “Incremental Loans”) in an amount equal to its Incremental Revolving Credit Commitment of such Class and (ii) each Incremental Revolving Credit Lender of such Class shall become a Lender hereunder with respect to the Incremental Revolving Credit Commitment of such Class and the Incremental Revolving Credit Loans of such Class made pursuant thereto. For the avoidance of doubt, Incremental Term Loans may have identical terms to any of the Term Loans and be treated as the same Class as any of such Term Loans.

Incremental Loans. Any Incremental Commitments effected through the establishment of one or more new tranches of term loans or new revolving credit commitments or new Term Loans not in the same Facility of any existing Class of Term Loans commitments, as applicable, made on an Incremental Facility Closing Date (other than, for the avoidance of doubt, a Loan Increase) shall be designated a separate Class of Incremental Loans and Commitments for all purposes of this Agreement. On any Incremental Facility Closing Date on which any Incremental Term Commitments of any Class are effected (including through any Term A Loan Increase or Term B Loan Increase), subject to the satisfaction (or waiver in accordance with Section 10.01) of the terms and conditions in this Section 2.14, (i) each Incremental Term Lender of such Class shall make a Loan to the Borrower (or any Loan Party organized under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, may be designated as a borrower in respect thereof so long as all obligors under such Incremental Facility are the same as with respect to the Loans hereunder) (an “Incremental Term Loan”) in an amount equal to its Incremental Term Commitment of such Class and (ii) each Incremental Term Lender of such Class shall become a Lender hereunder with respect to the Incremental Term Commitment of such Class and the Incremental Term Loans of such Class made pursuant thereto. On any Incremental Facility Closing Date on which any Incremental Revolving Credit Commitments of any Class are effected through the establishment of one or more new revolving credit commitments (including through any Revolving Commitment Increase), subject to the satisfaction (or waiver in accordance with Section 10.01) of the terms and conditions in this Section 2.14, (ix) each Incremental Revolving Credit Lender of such Class shall make its Commitment available to the Borrower (or any Loan Party organized under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, may be designated as a borrower in respect thereof so long as all obligors under such Incremental Facility are the same as with respect to the Loans hereunder) (when borrowed, an “Incremental Revolving Credit LoansLoan” and collectively with any Incremental Term LoansLoan, an “Incremental LoansLoan”) in an amount equal to its Incremental Revolving Credit Commitment of such Class and (iiy) each Incremental Revolving Credit Lender of such Class shall become a Lender hereunder with respect to the Incremental Revolving Credit Commitment of such Class and the Incremental Revolving Credit Loans of such Class made pursuant thereto. For Notwithstanding the avoidance of doubtforegoing, Incremental Term Loans may have identical terms to any of the then existing Term A Loans or Term B Loans and be treated as the same Class as any of such Term A Loans or such Term B Loans, as applicable.

Incremental Loans. Any Incremental Commitments effected through the establishment of one or more new tranches of term loans or new revolving credit commitments or new Term Loans not in the same Facility of any existing Class of Term Loans commitments, as applicable, made on an Incremental Facility Closing Date (other than, for the avoidance of doubt, a Loan Increase) shall be designated a separate Class of Incremental Loans and Commitments for all purposes of this Agreement. On any Incremental Facility Closing Date on which any Incremental Term Commitments of any Class are effected (including through any Term A Loan Increase), subject to the satisfaction (or waiver in accordance with Section 10.01) of the terms and conditions in this Section 2.14, (i) each Incremental Term Lender of such Class shall make a Loan to the Borrower (or any Loan Party organized under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, may be designated as a borrower in respect thereof so long as all obligors under such Incremental Facility are the same as with respect to the Loans hereunder) (an “Incremental Term Loan”) in an amount equal to its Incremental Term Commitment of such Class and (ii) each Incremental Term Lender of such Class shall become a Lender hereunder with respect to the Incremental Term Commitment of such Class and the Incremental Term Loans of such Class made pursuant thereto. On any Incremental Facility Closing Date on which any Incremental Revolving Credit Commitments of any Class are effected through the establishment of one or more new revolving credit commitments (including through any Revolving Commitment Increase), subject to the satisfaction (or waiver in accordance with Section 10.01) of the terms and conditions in this Section 2.14, (ix) each Incremental Revolving Credit Lender of such Class shall make its Commitment available to the Borrower (or any Loan Party organized under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, may be designated as a borrower in respect thereof so long as all obligors under such Incremental Facility are the same as with respect to the Loans hereunder) (when borrowed, an “Incremental Revolving Credit LoansLoan” and collectively with any Incremental Term LoansLoan, an “Incremental LoansLoan”) in an amount equal to its Incremental Revolving Credit Commitment of such Class and (iiy) each Incremental Revolving Credit Lender of such Class shall become a Lender hereunder with respect to the Incremental Revolving Credit Commitment of such Class and the Incremental Revolving Credit Loans of such Class made pursuant thereto. For Notwithstanding the avoidance of doubtforegoing, Incremental Term Loans may have identical terms to any of the Term then existing Terms A Loans and be treated as the same Class as any of such Term A Loans.

Incremental Loans. Any In addition to Borrowings of Revolving Credit Loans and Term Loans pursuant to paragraphs (a) and (b) above, at any time and from time to time, the Company (and a Subsidiary designated by the Company in accordance with the requirements of Section 5.02(b)) may request that the Lenders (or other financial institutions agreed to by the Company and the Administrative Agent) offer to enter into commitments to make additional term loans (each such loan being herein called an "Incremental Commitments effected through Loan") under this paragraph (c) to the establishment of Company (or, as applicable, the Subsidiary Borrower). In the event that one or more new revolving credit of the Lenders (or such other financial institutions) offer, in their sole discretion, to enter into such commitments, and such Lenders (or financial institutions) and the Company agree as to the amount of such commitments or new Term Loans not in the same Facility of any existing Class of Term Loans made on an Incremental Facility Closing Date that shall be designated allocated to the respective Lenders (or financial institutions) making such offers and the fees (if any) to be payable by the Company in connection therewith, such Lenders (or financial institutions) shall become obligated to make Incremental Loans under this Agreement in an amount equal to the amount of their respective Incremental Loan Commitments (and such financial institutions shall become "Incremental Loan Lenders" hereunder). The Incremental Loans to be made pursuant to any such agreement between the Company (or, as applicable, the Subsidiary Borrower) and one or more Lenders (including any such new Lenders) in response to any such request by the Company shall be deemed to be a separate Class "Series" of Incremental Commitments Loans for all purposes of this Agreement. On Credit Agreement Anything herein to the contrary notwithstanding, (i) the minimum aggregate principal amount of Incremental Loan Commitments entered into pursuant to any Incremental Facility Closing Date on which any Incremental Term Commitments such request (and, accordingly, the minimum aggregate principal amount of any Class are effected Series of Incremental Loans) shall be $50,000,000 (except that in the case of Incremental Loan Commitments made available to the Subsidiary Borrower, such minimum aggregate principal amount shall be $30,000,000), (ii) the aggregate principal amount of all Incremental Loan Commitments and all outstanding Series of Incremental Loans shall not exceed $500,000,000 and (iii) the aggregate principal amount of all Incremental Loan Commitments and all outstanding Series of Incremental Loans to the Subsidiary Borrower shall not exceed $50,000,000. Except as otherwise expressly provided herein, the Incremental Loans of any Series shall have the interest rate, amortization schedule and maturity date as shall be agreed upon by the Lenders in respect thereof and the Company (or, in the case of Incremental Loans to the Subsidiary Borrower, the Subsidiary Borrower). Following the acceptance by the Company of the offers made by any one or more Lenders to make any Series of Incremental Loans pursuant to the foregoing provisions of this paragraph (c), each Incremental Loan Lender in respect of such Series of Incremental Loans severally agrees, on the terms and conditions of this Agreement, to make such Incremental Loans to the Company or the Subsidiary Borrower, as applicable, during the period from and including through any Term the date of such acceptance to and including the commitment termination date specified in the agreement entered into with respect to such Series in an aggregate principal amount up to but not exceeding the amount of the Incremental Loan Increase)Commitment of such Incremental Loan Lender in respect of such Series as in effect from time to time. Thereafter, subject to the satisfaction of the terms and conditions in of this Section 2.14, (i) each Incremental Term Lender of such Class shall make a Loan to the Borrower (or any Loan Party organized under the laws of the United States, any state thereofAgreement, the District of Columbia Company or any territory thereofthe Subsidiary Borrower, as applicable, may be designated as a borrower in respect thereof so long as all obligors under such convert Incremental Facility are the same as with respect to the Loans hereunder) (an “Incremental Term Loan”) in an amount equal to its Incremental Term Commitment of such Class and (ii) each Incremental Term Lender of such Class shall become a Lender hereunder with respect to the Incremental Term Commitment of such Class and the Incremental Term Loans of such Class made pursuant thereto. On any Incremental Facility Closing Date on which any Incremental Revolving Credit Commitments of any Class are effected through the establishment Series of one or more new revolving credit commitments (including through any Revolving Commitment Increase), subject to the satisfaction of the terms and conditions in this Section 2.14, (i) each Type into Incremental Revolving Credit Lender of such Class shall make its Commitment available to the Borrower (or any Loan Party organized under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, may be designated as a borrower in respect thereof so long as all obligors under such Incremental Facility are the same as with respect to the Loans hereunder) (when borrowed, “Incremental Revolving Credit Loans” and collectively with Incremental Term Loans, an “Incremental Loans”) in an amount equal to its Incremental Revolving Credit Commitment of such Class and (ii) each Incremental Revolving Credit Lender of such Class shall become a Lender hereunder with respect to the Incremental Revolving Credit Commitment of such Class and the Incremental Revolving Credit Loans of such Class made pursuant thereto. For the avoidance Series of doubt, another Type (as provided in Section 2.06) or continue Incremental Term Loans may have identical terms to any of such Series of one Type as Incremental Loans of such Series of the Term same Type (as provided in Section 2.06). Incremental Loans and of any Series that are prepaid may not be treated reborrowed as Incremental Loans of the same Class as Series. Proceeds of Incremental Loans shall be available for any use permitted under the applicable provisions of such Term LoansSection 6.09.

Incremental Loans. Any Prior to the incurrence of any Incremental Commitments effected through Loans of a given Tranche, the establishment Borrower shall have satisfied all of one or more new revolving credit commitments or new Term Loans not the applicable conditions set forth in Section 2.14 and in the same Facility of any existing Class of Term Loans made on an relevant Incremental Facility Closing Date shall be designated a separate Class of Incremental Commitments for all purposes of this Loan Commitment Agreement. On any Incremental Facility Closing Date on which any Incremental Term Commitments of any Class are effected (including through any Term Loan Increase), subject to In determining the satisfaction of the terms and conditions specified in this Section 2.145, (ia) to the extent any item is required to be satisfactory to any Lender, such item shall be deemed satisfactory to each Lender which has not notified the Administrative Agent in writing prior to the occurrence of the Closing Date (or the applicable Incremental Term Loan Borrowing Date) that the respective item or matter does not meet its satisfaction and (b) in determining whether any Lender is aware of any fact, condition or event that has occurred and which would reasonably be expected to have a Material Adverse Effect or a material adverse effect of the type described in Section 5.07, each Lender which has not notified the Administrative Agent in writing prior to the occurrence of the Closing Date of such Class fact, condition or event shall make a Loan be deemed not to be aware of any such fact, condition or event on the Closing Date. Upon the Administrative Agent’s good faith determination that the conditions specified in this Section 5 have been met (after giving effect to the Borrower (or any Loan Party organized under preceding sentence), then the laws of the United States, any state thereof, the District of Columbia or any territory thereof, may be designated as a borrower in respect thereof so long as all obligors under such Incremental Facility are the same as with respect to the Loans hereunder) (an “Incremental Term Loan”) in an amount equal to its Incremental Term Commitment of such Class and (ii) each Incremental Term Lender of such Class shall become a Lender hereunder with respect to the Incremental Term Commitment of such Class and the Incremental Term Loans of such Class made pursuant thereto. On any Incremental Facility Closing Date on which any Incremental Revolving Credit Commitments shall have been deemed to have occurred, regardless of any Class are effected through the establishment of subsequent determination that one or more new revolving credit commitments (including through any Revolving Commitment Increase), subject to the satisfaction of the terms and conditions thereto had not been met (although the occurrence of the Closing Date shall not release the Borrower from any liability for failure to satisfy one or more of the applicable conditions contained in this Section 2.145). The occurrence of the Closing Date or each applicable Incremental Loan Borrowing Date, (i) as applicable, and the acceptance of the benefits of the proceeds of each Incremental Revolving Credit Lender of such Class Loan shall make its Commitment available constitute a representation and warranty by the Borrower to the Borrower (or any Loan Party organized under the laws Administrative Agent and each of the United StatesLenders that all the relevant conditions specified in this Section 5 are satisfied as of that time. All of the Notes, any state thereofcertificates and other documents and papers referred to in this Section 5 unless otherwise specified, the District of Columbia or any territory thereof, may shall be designated as a borrower in respect thereof so long as all obligors under such Incremental Facility are the same as with respect delivered to the Loans hereunder) (when borrowedAdministrative Agent at the Notice Office for the account of each of the Lenders and, “Incremental Revolving Credit Loans” except for the Notes, in sufficient counterparts or copies for each of the Lenders and collectively with Incremental Term Loans, an “Incremental Loans”) shall be in an amount equal to its Incremental Revolving Credit Commitment of such Class form and (ii) each Incremental Revolving Credit Lender of such Class shall become a Lender hereunder with respect substance reasonably satisfactory to the Incremental Revolving Credit Commitment of such Class Administrative Agent and the Incremental Revolving Credit Loans of such Class made pursuant thereto. For the avoidance of doubt, Incremental Term Loans may have identical terms to any of the Term Loans and be treated as the same Class as any of such Term LoansRequired Lenders.

Incremental Loans. Any AnySubject to Section 2.14(a), any Incremental Term Loans or Incremental Revolving Credit Commitments effected through the establishment of one or more new revolving credit commitments or new Term Loans not in (excluding, for the same Facility avoidance of doubt, through any existing Class of Term Loans Loan Increase) made on an Incremental Facility Closing Date shall shallmay be designated as the same Class as a separate Class of Incremental Commitments Term Loans or Incremental Revolving Credit Commitments, as applicable, for all purposes of this Agreement. On any Incremental Facility Closing Date on which any Incremental Term Commitments of any Class are effected (including through any Term Loan Increase), subject to the satisfaction (or waiver) of the terms and conditions in this Section 2.14, Section 4.02 and/or the provisions of the documentation of any such Incremental Term Loans, with the consent of the Required Lenders, (i) each Incremental Term Lender of such Class shall make a Loan to the Borrower (or any Loan Party organized under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, may be designated as a borrower in respect thereof so long as all obligors under such Incremental Facility are the same as with respect to the Loans hereunder) (an “Incremental Term Loan”) in an amount equal to its Incremental Term Commitment of such Class and (ii) each Incremental Term Lender of such Class shall become a Lender hereunder with respect to the Incremental Term Commitment of such Class and the Incremental Term Loans of such Class made pursuant thereto. On any Incremental Facility Closing Date on which any Incremental Revolving Credit Commitments of any Class are effected through the establishment of one or more new revolving credit commitments (including through any Revolving Commitment Increase), subject to the satisfaction of the terms and conditions in this Section 2.14, Section 4.02 and/or the provisions of the documentation of any such Incremental Revolving Loans, with the consent of the Required Lenders, (i) each Incremental Revolving Credit Lender of such Class shall make its Commitment available to the Borrower (or any Loan Party organized under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, may be designated as a borrower in respect thereof so long as all obligors under such Incremental Facility are the same as with respect to the Loans hereunder) (when borrowed, an “Incremental Revolving Credit LoansLoan” and collectively with any Incremental Term LoansLoan, an “Incremental LoansLoan”) in an amount equal to its Incremental Revolving Credit Commitment of such Class and (ii) each Incremental Revolving Credit Lender of such Class shall become a Lender hereunder with respect to the Incremental Revolving Credit Commitment of such Class and the Incremental Revolving Credit Loans of such Class made pursuant thereto. For Notwithstanding the avoidance of doubtforegoing, Incremental Term Loans may have identical terms to any of the Term Loans and be treated as the same Class as any of such Term Loans.. and Incremental Revolving Loans may

Incremental Loans. Any Incremental Term Loans or Incremental Revolving Commitments effected through the establishment of one or more new term loans or new revolving credit commitments or new Term Loans not in the same Facility of any existing Class of Term Loans commitments, as applicable, made on an Incremental Facility Closing Date (other than a Loan Increase) shall be designated a separate Class of Incremental Commitments Term Loans or Incremental Revolving Commitments, as applicable, for all purposes of this Agreement. On any Incremental Facility Closing Date on which any Incremental Term Commitments of any Class are effected (including through any Term Loan Increase), subject to the satisfaction of the terms and conditions in this Section 2.14, (i) each Incremental Term Lender of such Class shall make a Loan to the Borrower (or any Loan Party organized under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, may be designated as a borrower in respect thereof so long as all obligors under such Incremental Facility are the same as with respect to the Loans hereunder) (an “Incremental Term Loan”) in an amount equal to its Incremental Term Commitment of such Class and (ii) each Incremental Term Lender of such US-DOCS\122695800.10 Class shall become a Lender hereunder with respect to the Incremental Term Commitment of such Class and the Incremental Term Loans of such Class made pursuant thereto. On any Incremental Facility Closing Date on which any Incremental Revolving Credit Commitments of any Class are effected through the establishment of one or more new revolving credit commitments (including through any Revolving Commitment Increase), subject to the satisfaction of the terms and conditions in this Section 2.14, (i) each Incremental Revolving Credit Lender of such Class shall make its Commitment available to the Borrower (or any Loan Party organized under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, may be designated as a borrower in respect thereof so long as all obligors under such Incremental Facility are the same as with respect to the Loans hereunder) (when borrowed, an “Incremental Revolving Credit LoansLoan” and collectively with any Incremental Term LoansLoan, an “Incremental LoansLoan”) in an amount equal to its Incremental Revolving Credit Commitment of such Class and (ii) each Incremental Revolving Credit Lender of such Class shall become a Lender hereunder with respect to the Incremental Revolving Credit Commitment of such Class and the Incremental Revolving Credit Loans of such Class made pursuant thereto. For the avoidance of doubt, Incremental Term Loans may have identical terms to any of the Term Loans and be treated as the same Class as any of such Term Loans.

Incremental Loans. Any Incremental Commitments effected through the establishment of one or more new tranches of term loans or new revolving credit commitments or new Term Loans not in the same Facility of any existing Class of Term Loans commitments, as applicable, made on an Incremental Facility Closing Date (other than, for the avoidance of doubt, a Loan Increase) shall be designated a separate Class of Incremental Loans and Commitments for all purposes of this Agreement. On any Incremental Facility Closing Date on which any Incremental Term Commitments of any Class are effected (including through any Term A Loan Increase), subject to the satisfaction (or waiver in accordance with Section 10.01) of the terms and conditions in this Section 2.14, (i) each Incremental Term Lender of such Class shall make a Loan to the Borrower (or any Loan Party organized under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, may be designated as a borrower in respect thereof so long as all obligors under such Incremental Facility are the same as with respect to the Loans hereunder) (an “Incremental Term Loan”) in an amount equal to its Incremental Term Commitment of such Class and (ii) each Incremental Term Lender of such Class shall become a Lender hereunder with respect to the Incremental Term Commitment of such Class and the Incremental Term Loans of such Class made pursuant thereto. On any Incremental Facility Closing Date on which any Incremental Revolving Credit Commitments of any Class are effected through the establishment of one or more new revolving credit commitments (including through any Revolving Commitment Increase), subject to the satisfaction (or waiver in accordance with Section 10.01) of the terms and conditions in this Section 2.14, (i) each Incremental Revolving Credit Lender of such Class shall make its Commitment available to the Borrower (or any Loan Party organized under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, may be designated as a borrower in respect thereof so long as all obligors under such Incremental Facility are the same as with respect to the Loans hereunder) (when borrowed, an “Incremental Revolving Credit LoansLoan” and collectively with any Incremental Term LoansLoan, an “Incremental LoansLoan”) in an amount equal to its Incremental Revolving Credit Commitment of such Class and (ii) each Incremental Revolving Credit Lender of such Class shall become a Lender hereunder with respect to the Incremental Revolving Credit Commitment of such Class and the Incremental Revolving Credit Loans of such Class made pursuant thereto. For Notwithstanding the avoidance of doubtforegoing, Incremental Term Loans may have identical terms to any of the Term then existing Terms A Loans and be treated as the same Class as any of such Term A Loans.

Incremental Loans. Any Incremental Commitments effected through (a) The Borrower may, by written notice to the Administrative Agent from time to time, request prior to the Term Loan Maturity Date, the establishment of Incremental Term Loan Commitments in an aggregate amount not to exceed the Incremental Term Loan Amount from one or more new revolving credit Incremental Term Lenders, all of which must be Eligible Assignees. Such notice shall set forth (A) the amount of Incremental Term Loan Commitments being requested (which shall be in minimum increments of $500,000 and a minimum amount of $1,000,000 or such lesser amount equal to the remaining Incremental Term Loan Amount), (B) the date on which such Incremental Term Loan Commitments are requested to become effective and (C) in the case of Incremental Term Loan Commitments, whether such Incremental Term Loan Commitments are commitments or new to make additional Term Loans not in having the same Facility of any existing Class of terms as the Term Loans made on an Incremental Facility the Closing Date or commitments to make term loans with terms different from the Term Loans on the Closing Date (the “Other Term Loans”). (b) The Borrower may seek Incremental Term Loan Commitments from existing Lenders (each of which shall be designated a separate Class of Incremental Commitments for all purposes of this Agreement. On any Incremental Facility Closing Date on which any Incremental Term Commitments of any Class are effected (including through any Term Loan Increase)entitled to agree or decline to participate in its sole discretion) and, subject to the satisfaction Administrative Agent’s consent (not to be unreasonably withheld, conditioned or delayed), additional banks, financial institutions and other institutional lenders who will become Incremental Term Lenders in connection therewith. The Borrower and each Incremental Term Lender shall execute and deliver to the Administrative Agent an Incremental Loan Assumption Agreement and such other documentation as the Administrative Agent shall reasonably specify to evidence the Incremental Term Loan Commitment of such Person. The terms and provisions of the Incremental Term Loans shall be identical to those of the Term Loans made pursuant to clause (i) of Section 2.01(a), except as otherwise set forth herein or in the Incremental Loan Assumption Agreement, and any such terms and conditions in this Section 2.14not consistent with those of such Term Loans shall be reasonably satisfactory to the Administrative Agent. Without the prior written consent of the Required Lenders, (i) each Incremental the final maturity date of any Other Term Lender of such Class Loans shall make a be no earlier than the Term Loan to the Borrower (or any Loan Party organized under the laws of the United StatesMaturity Date, any state thereof, the District of Columbia or any territory thereof, may be designated as a borrower in respect thereof so long as all obligors under such Incremental Facility are the same as with respect to the Loans hereunder) (an “Incremental Term Loan”) in an amount equal to its Incremental Term Commitment of such Class and (ii) the Weighted Average Life to Maturity of the Other Term Loans shall be no shorter than the Weighted Average Life to Maturity of the Term Loans made pursuant to clause (i) of Section 2.01(a) and (iii) if the initial yield on such Other Term Loans (as determined by the Administrative Agent to be equal to the sum of (x) the margin above the Adjusted LIBO Rate on such Other Term Loans (increased by the amount that any “LIBOR floor” applicable to such Other Term Loans at the applicable time exceeds the Adjusted LIBO Rate at such time) and (y) if such Other Term Loans are initially made at a discount or the Lenders making the same receive a fee directly or indirectly from the Borrower or any Subsidiary for doing so (the amount of such discount or fee, expressed as a percentage of the Other Term Loans, being referred to herein as “Discount”), the amount of such Discount divided by the lesser of (A) the Weighted Average Life to Maturity of such Other Term Loans and (B) four) exceeds the sum of the Applicable Margin then in effect for Eurodollar Term Loans plus one fourth of the Closing Fees paid pursuant to Section 2.05(d) in respect of the Term Loans made pursuant to clause (i) of Section 2.01(a) by more than 50 basis points (the amount of such excess above 50 basis points being referred to herein as the “Yield Differential”), then each of the Initial Applicable Margin and the Additional Applicable Margin then in effect for Term Loans shall automatically be increased by the Yield Differential, effective upon the making of the Other Term Loans. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Incremental Term Lender Loan Assumption Agreement. Each of such Class the parties hereto hereby agrees that, upon the effectiveness of any Incremental Loan Assumption Agreement, this Agreement shall become a Lender hereunder with respect be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Incremental Term Loan Commitment of such Class and the Incremental Term Loans of evidenced thereby, and the Administrative Agent and the Borrower may revise this Agreement to evidence such Class made pursuant thereto. On any amendments. (c) Notwithstanding the foregoing, no Incremental Facility Closing Date on which any Incremental Revolving Credit Commitments of any Class are effected through the establishment of one or more new revolving credit commitments (including through any Revolving Term Loan Commitment Increase), subject to the satisfaction of the terms and conditions in shall become effective under this Section 2.14, 2.23 unless (i) each Incremental Revolving Credit Lender on the date of such Class effectiveness the conditions set forth in paragraphs (b) and (c) of Section 4.01 shall make its Commitment available be satisfied shall be required to be satisfied and (y) at the Borrower time of and immediately after such effectiveness, no Default or Event of Default under Section 7.01(b), (c), (g) or any Loan Party organized under (h) shall have occurred and be continuing) and the laws Administrative Agent shall have received a certificate to that effect dated as of such date and executed by a Financial Officer of the United StatesBorrower, any state thereof, (ii) the District Incremental Term Loans shall rank pari passu in right of Columbia or any territory thereof, may payment and be designated as a borrower in respect thereof so long as all obligors under such Incremental Facility are the same as equal with respect to security under the Loan Documents and none of the obligors or guarantors with respect thereto shall be a Person that is not a Loan Party, (iii) all fees and expenses owing in respect of such Incremental Term Loan Commitments to the Administrative Agent and the Lenders shall have been paid and (iv) except as otherwise specified in the applicable Incremental Loan Assumption Agreement, the Administrative Agent shall have received (with sufficient copies for each Incremental Term Lender) legal opinions, board resolutions and other closing certificates reasonably requested by the Administrative Agent and consistent with those delivered on the Closing Date under Section 4.02, including, without limitation, amendments to the Mortgages, datedown endorsements to the title policies, flood zone determinations and the other deliverables, pursuant to Section 4.02(g). (d) Each of the parties hereto hereby agrees that the Administrative Agent may, in consultation with the Borrower, take any and all action as may be reasonably necessary to ensure that all Incremental Term Loans hereunder) (other than Other Term Loans), when borrowedoriginally made, “Incremental Revolving Credit Loans” and collectively with are included in each Borrowing of outstanding Term Loans on a pro rata basis. With respect to Incremental Term Loans, this may be accomplished by requiring each outstanding Eurodollar Term Borrowing to be converted into an “Incremental Loans”) in an amount equal to its Incremental Revolving Credit Commitment ABR Term Borrowing on the date of such Class and (ii) each Incremental Revolving Credit Lender Term Loan, or by allocating a portion of each Incremental Term Loan to each outstanding Eurodollar Term Borrowing on a pro rata basis. Any conversion of Eurodollar Term Loans to ABR Term Loans reasonably required by the Administrative Agent to effectuate the foregoing shall be subject to Section 2.16. If any Incremental Term Loan is to be allocated to an existing Interest Period for a Eurodollar Term Borrowing, then the interest rate thereon for such Class shall become a Lender hereunder with respect to the Incremental Revolving Credit Commitment of such Class Interest Period and the other economic consequences thereof shall be as set forth in the applicable Incremental Revolving Credit Loans of such Class made pursuant thereto. For the avoidance of doubt, Incremental Term Loans may have identical terms to any of the Term Loans and be treated as the same Class as any of such Term LoansLoan Assumption Agreement.

Incremental Loans. Any Incremental Commitments effected through the establishment of The Borrower and one or more new of the Lenders (or any other Person which shall become a Lender pursuant to an assumption agreement in form and substance satisfactory to the Administrative Agent, for the purpose of providing an Incremental Loan Commitment) may, with the consent of the Administrative Agent, at any time and from time to time during the period from and including the Effective Date to but excluding December 31, 2009, agree that such Lender shall become an Incremental Lender with an Incremental Loan Commitment by executing and delivering to the Administrative Agent an Incremental Loan Amendment (in form reasonable satisfactory to the Administrative Agent), specifying (i) whether such Incremental Loan Commitment shall be comprised of a commitment to make revolving credit commitments loans (each an “Incremental Revolving Loan”) or new term loans (each an “Incremental Term Loan”), (ii) the Type and amount of such Incremental Loan Commitment of such Lender, (iii) with respect to an Incremental Revolving Commitment, the period of availability thereof and the Incremental Revolving Maturity Date therefor, (iv) with respect to an Incremental Term Loan Commitment, the date(s) on which such Incremental Term Loans not in shall be available to be made, the same Facility of any existing Class of Incremental Term Loan Maturity Date therefor and the Incremental Term Loan Principal Payment Dates thereof (if any), (v) the Applicable Rate that will apply to Incremental Loans made on an under such Incremental Facility Closing Date Loan Commitment, and (vi) the rate of the commitment fee, if any, payable by the Borrower in respect of such Incremental Loan Commitment, and otherwise duly completed. Nothing in this Agreement shall be designated construed to obligate any Lender to provide any Incremental Loan Commitment. The Incremental Loans to be made pursuant to any such agreement between the Borrower and one or more Persons in response to any such request by the Borrower shall each be deemed to be a separate Class “Series” of Incremental Commitments Loans for all purposes of this Agreement. On , and in any case an Incremental Facility Closing Date on which any Revolving Commitment and an Incremental Term Loan Commitment provided pursuant to the same Incremental Loan Agreement shall be deemed to be separate Series of Incremental Loan Commitments. Anything herein to the contrary notwithstanding, the following additional provisions shall be applicable to the Incremental Loan Commitments and Incremental Loans: (i) the minimum aggregate amount of Incremental Loan Commitments of any Class are effected Series entered into pursuant to any such request (including through any Term Loan Increase)and, subject to accordingly, the satisfaction minimum aggregate principal amount of the terms and conditions in this Section 2.14, (i) each Incremental Term Lender Loans of such Class Series) shall make a Loan to the Borrower (or any Loan Party organized under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, may be designated as a borrower in respect thereof so long as all obligors under such Incremental Facility are the same as with respect to the Loans hereunder) (an “Incremental Term Loan”) in an amount equal to its Incremental Term Commitment of such Class and $25,000,000, (ii) each the Incremental Revolving Maturity Date of the Incremental Revolving Commitments of any Series shall not be earlier than the Term Lender of Loan Maturity Date (but such Class shall become a Lender hereunder with respect commitment termination date may be accelerated pursuant to Section 2.07(b)), and (iii) the Incremental Term Commitment Loan Maturity Date of such Class and the Incremental Term Loans of any Series shall not be earlier than the Term Loan Maturity Date (but such Class made final maturity may be accelerated pursuant thereto. On any Incremental Facility Closing Date on which any Incremental Revolving Credit Commitments of any Class are effected through the establishment of one or more new revolving credit commitments (including through any Revolving Commitment Increaseto Section 2.08(b)), subject and the Average Life to the satisfaction Maturity of the terms and conditions in this Section 2.14, (i) each Incremental Revolving Credit Lender of such Class shall make its Commitment available to the Borrower (or any Loan Party organized under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, may be designated as a borrower in respect thereof so long as all obligors under such Incremental Facility are the same as with respect to the Loans hereunder) (when borrowed, “Incremental Revolving Credit Loans” and collectively with Incremental Term Loans, an “Incremental Loans”) in an amount equal to its Incremental Revolving Credit Commitment of such Class and (ii) each Incremental Revolving Credit Lender of such Class shall become a Lender hereunder with respect to the Incremental Revolving Credit Commitment of such Class and the Incremental Revolving Credit Loans of such Class made pursuant thereto. For the avoidance of doubt, Incremental Term Loans may have identical terms shall be greater than the combined Average Life to any Maturity of the Term Loans and the Revolving Loans (except that Incremental Term Loans shall be treated entitled to participate, to the extent provided in Section 2.09(b), in mandatory prepayments). Following execution and delivery by the Borrower, one or more Incremental Lenders and the Administrative Agent as provided above of an Incremental Loan Amendment then, subject to the same Class as any of such Term Loans.terms and conditions set forth herein:

Incremental Loans. Any Incremental Term Loans or Incremental Revolving Credit Commitments effected through the establishment of one or more new term loans or new revolving credit commitments or new Term Loans not in the same Facility of any existing Class of Term Loans commitments, as applicable, made on an Incremental Facility Closing Date (other than a Loan Increase) shall be designated a separate Class of Incremental Commitments Term Loans or Incremental Revolving Credit Commitments, as applicable, for all purposes of this Agreement. On any Incremental Facility Closing Date on which any Incremental Term Commitments of any Class are effected (including through any Term Loan Increase), subject to the satisfaction of the terms and conditions in this Section 2.14, (i) each Incremental Term Lender of such Class shall make a Loan to the Borrower (or any Loan Party organized under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, may be designated as a borrower in respect thereof so long as all obligors under such Incremental Facility are the same as with respect to the Loans hereunder) Borrowers (an “Incremental Term Loan”) in an amount equal to its Incremental Term Commitment of such Class and (ii) each Incremental Term Lender of such Class shall become a Lender hereunder with respect to the Incremental Term Commitment of such Class and the Incremental Term Loans of such Class made pursuant thereto. On any Incremental Facility Closing Date on which any Incremental Revolving Credit Commitments of any Class are effected through the establishment of one or more new revolving credit commitments (including through any Revolving Commitment Increase), subject to the satisfaction of the terms and conditions in this Section 2.14, (i) each Incremental Revolving Credit Lender of such Class shall make its Commitment available to the Borrower (or any Loan Party organized under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, may be designated as a borrower in respect thereof so long as all obligors under such Incremental Facility are the same as with respect to the Loans hereunder) Borrowers (when borrowed, an “Incremental Revolving Credit LoansLoan” and collectively with any Incremental Term LoansLoan, an “Incremental LoansLoan”) in an amount equal to its Incremental Revolving Credit Commitment of such Class and (ii) each Incremental Revolving Credit Lender of such Class shall become a Lender hereunder with respect to the Incremental Revolving Credit Commitment of such Class and the Incremental Revolving Credit Loans of such Class made pursuant thereto. For Notwithstanding the avoidance of doubtforegoing, Incremental Term Loans may have identical terms to any of the Term Loans and be treated as the same Class as any of such Term Loans.

Incremental Loans. Any Incremental Commitments effected through the establishment of establishmentof one or more new revolving credit commitments or new Term Loans not in the same Facility of any existing anyexisting Class of Term Loans made on an Incremental Facility Closing Date shall be designated a separate Class separateClass of Incremental Commitments for all purposes of this Agreement. On any Incremental Facility Closing FacilityClosing Date on which any Incremental Term Commitments of any Class are effected (including through any throughany Term Loan Increase), subject to the satisfaction of the terms and conditions in this Section 2.14, (i) each i)each Incremental Term Lender of such Class shall make a Loan to the Borrower (or any Loan Party organized Partyorganized under the laws of the United States, any state thereof, the District of Columbia or any territory thereofterritorythereof, may be designated as a borrower in respect thereof so long as all obligors under such Incremental Facility IncrementalFacility are the same as with respect to the Loans hereunder) (an “Incremental Term Loan”) in an amount anamount equal to its Incremental Term Commitment of such Class and (ii) each Incremental Term Lender of Lenderof such Class shall become a Lender hereunder with respect to the Incremental Term Commitment of such Class suchClass and the Incremental Term Loans of such Class made pursuant thereto. On any Incremental Facility Closing FacilityClosing Date on which any Incremental Revolving Credit Commitments of any Class are effected through the throughthe establishment of one or more new revolving credit commitments (including through any Revolving Commitment RevolvingCommitment Increase), subject to the satisfaction of the terms and conditions in this Section 2.14, (i) each Incremental eachIncremental Revolving Credit Lender of such Class shall make its Commitment available to the Borrower (or Borrower(or any Loan Party organized under the laws of the United States, any state thereof, the District of Columbia ofColumbia or any territory thereof, may be designated as a borrower in respect thereof so long as all obligors allobligors under such Incremental Facility are the same as with respect to the Loans hereunder) (when borrowedwhenborrowed, “Incremental Revolving Credit Loans” and collectively with Incremental Term Loans, an “Incremental an“Incremental Loans”) in an amount equal to its Incremental Revolving Credit Commitment of such Class suchClass and (ii) each Incremental Revolving Credit Lender of such Class shall become a Lender hereunder with hereunderwith respect to the Incremental Revolving Credit Commitment of such Class and the Incremental Revolving IncrementalRevolving Credit Loans of such Class made pursuant thereto. For the avoidance of doubt, Incremental Term IncrementalTerm Loans may have identical terms to any of the Term Loans and be treated as the same Class as any of such ofsuch Term Loans.. 132

Incremental Loans. Any In addition to Borrowings of Revolving Credit Loans and Term Loans pursuant to paragraphs (a) and (b) above, at any time and from time to time prior to the Incremental Commitments effected through Loan Commitment Termination Date, the establishment of Borrower may request that the Lenders offer to enter into commitments to make additional term loans (each such loan being herein called an "Incremental Loan") under this paragraph (c). In the event that one or more new revolving credit of the Lenders offer, in their sole discretion, to enter into such commitments, and such Lenders and the Borrower agree as to the amount of such commitments or new Term Loans not in the same Facility of any existing Class of Term Loans made on an Incremental Facility Closing Date that shall be designated allocated to the respective Lenders making such offers and the fees (if any) to be payable by the Borrower in connection therewith, such Lenders shall become obligated to make Incremental Loans under this Agreement in an amount equal to the amount of their respective Incremental Loan Commitments. The Incremental Loans to be made pursuant to any such agreement between the Borrower and one or more Lenders in response to any such request by the Borrower shall be deemed to be a separate Class "Series" of Incremental Commitments Loans for all purposes of this Agreement. On Anything herein to the contrary notwithstanding, (i) the minimum aggregate principal amount of Incremental Loan Commitments entered into pursuant to any Incremental Facility Closing Date on which any Incremental Term Commitments such request (and, accordingly, the minimum aggregate principal amount of any Class are effected Series of Incremental Loans) shall be $5,000,000 and (ii) the aggregate principal amount of all Incremental Loan Commitments and Incremental Loans shall not exceed $100,000,000. Following the acceptance by the Borrower of the offers made by any one or more Lenders to make any Series of Incremental Loans pursuant to the foregoing provisions of this Section 2.01(c), each Incremental Loan Lender in respect of such Series of Incremental Loans severally agrees, on the terms and conditions of this Agreement, to make such Incremental Loans to the Borrower in Dollars during the period from and including through any Term the date of such acceptance to but excluding the Incremental Loan Increase)Commitment Termination Date in an aggregate principal amount up to but not exceeding the amount of the Incremental Loan Commitment of such Incremental Loan Lender in respect of such Series as in effect from time to time. Thereafter, subject to the satisfaction of the terms and conditions in of this Section 2.14Agreement, (i) each Incremental Term Lender of such Class shall make a Loan to the Borrower (or any Loan Party organized under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, may be designated as a borrower in respect thereof so long as all obligors under such convert Incremental Facility are the same as with respect to the Loans hereunder) (an “Incremental Term Loan”) in an amount equal to its Incremental Term Commitment of such Class and (ii) each Incremental Term Lender of such Class shall become a Lender hereunder with respect to the Incremental Term Commitment of such Class and the Incremental Term Loans of such Class made pursuant thereto. On any Incremental Facility Closing Date on which any Incremental Revolving Credit Commitments of any Class are effected through the establishment Series of one or more new revolving credit commitments (including through any Revolving Commitment Increase), subject to the satisfaction of the terms and conditions in this Section 2.14, (i) each Type into Incremental Revolving Credit Lender of such Class shall make its Commitment available to the Borrower (or any Loan Party organized under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, may be designated as a borrower in respect thereof so long as all obligors under such Incremental Facility are the same as with respect to the Loans hereunder) (when borrowed, “Incremental Revolving Credit Loans” and collectively with Incremental Term Loans, an “Incremental Loans”) in an amount equal to its Incremental Revolving Credit Commitment of such Class and (ii) each Incremental Revolving Credit Lender of such Class shall become a Lender hereunder with respect to the Incremental Revolving Credit Commitment of such Class and the Incremental Revolving Credit Loans of such Class made pursuant thereto. For the avoidance Series of doubt, another Type (as provided in Section 2.06) or continue Incremental Term Loans may have identical terms to any of such Series of one Type as Incremental Loans of such Series of the Term same Type (as provided in Section 2.06). Incremental Loans and of any Series that are prepaid may not be treated reborrowed as Incremental Loans of the same Class as Series. Proceeds of Incremental Loans shall be available for any use permitted under the applicable provisions of such Term LoansSection 6.09.

Incremental Loans. Any Incremental Commitments effected through the establishment of one or more new revolving credit commitments or new Term Loans made not in the same Facility of any existing Class of Term Loans made (or, in the case of any Incremental Facility in the form of a delayed draw term loan facility, committed to be made) on an Incremental Facility Closing Date shall be designated a separate Class of Incremental Commitments for all purposes of this Agreement, except in the case of a Term Loan Increase or a Revolving Commitment Increase. On any Incremental Facility Closing Date on which any Incremental Term Commitments of any Class are effected (including through any Term Loan Increase), subject to the satisfaction of the terms and conditions in this Section ‎Section 2.14, (i) each Incremental Term Lender of such Class shall make a Loan to the Borrower (or, in the case of any Incremental Facility in the form of a delayed draw term loan facility, commit to make a Loan) to the Borrower (or any Loan Party organized under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, may be designated as a borrower in respect thereof so long as all obligors under such Incremental Facility are the same as with respect to the Loans hereunderthereof) (an “Incremental Term Loan”) in an amount equal to its Incremental Term Commitment of such Class and (ii) each Incremental Term Lender of such Class shall become a Lender hereunder with respect to the Incremental Term Commitment of such Class and the Incremental Term Loans of such Class made pursuant thereto. On any Incremental Facility Closing Date on which any Incremental Revolving Credit Commitments of any Class are effected through the establishment of one or more new revolving credit commitments (including through any Revolving Commitment Increase), subject to the satisfaction of the terms and conditions in this Section ‎Section 2.14, (i) each Incremental Revolving Credit Lender of such Class shall make its Commitment available to the Borrower (or any Loan Party organized under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, may be designated as a borrower in respect thereof so long as all obligors under such Incremental Facility are the same as with respect to the Loans hereunder) (when borrowed, an “Incremental Revolving Credit Loans” and collectively with any Incremental Term Loans, an “Incremental Loans”) in an amount equal to its Incremental Revolving Credit Commitment of such Class and (ii) each Incremental Revolving Credit Lender of such Class shall become a Lender hereunder with respect to the Incremental Revolving Credit Commitment of such Class and the Incremental Revolving Credit Loans of such Class made pursuant thereto. For Notwithstanding the avoidance of doubtforegoing, Incremental Term Loans may have identical terms to any of the Term Loans and be treated as the same Class as any of such Term Loans.

Incremental Loans. Any Incremental Commitments effected through the establishment of one or more new revolving credit commitments or new Term Loans not in the same Facility of any existing Class of Term Loans made on an Incremental Facility Closing Date shall be designated a separate Class of Incremental Commitments for all purposes of this Agreement. On any Incremental Facility Closing Date on which any Incremental Term Commitments of any Class are effected (including through any Term Loan Increase), subject to the satisfaction of the terms and conditions in this Section 2.14, (i) each Incremental Term Lender of such Class shall make a Loan to the relevant Borrower (or any Loan Party organized under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, may be designated as a borrower in respect thereof so long as all obligors under such Incremental Facility are the same as with respect to the Loans hereunder) (an “Incremental Term Loan”) in an amount equal to its Incremental Term Commitment of such Class and (ii) each Incremental Term Lender of such Class shall become a Lender hereunder with respect to the Incremental Term Commitment of such Class and the Incremental Term Loans of such Class made pursuant thereto. On any Incremental Facility Closing Date on which any Incremental Revolving Credit Commitments of any Class are effected through the establishment of one or more new revolving credit commitments (including through any Revolving Commitment Increase), subject to the satisfaction of the terms and conditions in this Section 2.14, (i) each Incremental Revolving Credit Lender of such Class shall make its Commitment available to the relevant Borrower (or any Loan Party organized under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, may be designated as a borrower in respect thereof so long as all obligors under such Incremental Facility are the same as with respect to the Loans hereunder) (when borrowed, an “Incremental Revolving Credit LoansLoan” and collectively with any Incremental Term LoansLoan, an “Incremental LoansLoan”) in an amount equal to its Incremental Revolving Credit Commitment of such Class and (ii) each Incremental Revolving Credit Lender of such Class shall become a Lender hereunder with respect to the Incremental Revolving Credit Commitment of such Class and the Incremental Revolving Credit Loans of such Class made pursuant thereto. For Notwithstanding the avoidance of doubtforegoing, Incremental Term Loans may have identical terms to any of the Term Loans and be treated as the same Class as any of such Term Loans.

Incremental Loans. Any Incremental Commitments effected through In addition to Borrowings of Revolving Credit Loans pursuant to paragraph (a) above, at any time and from time to time prior to second anniversary of the establishment of Effective Date, the Company may request that one or more new revolving credit Persons (which may include the Lenders) offer to enter into commitments or new Term Loans to make term loans (each such loan being herein called an "Incremental Loan") under this paragraph (b), it being understood that if such offer is to be made by any Person that is not already a Lender hereunder, the Administrative Agent shall have consented to such Person being a Lender hereunder to the extent such consent would be required pursuant to Section 10.04(b) in the same Facility event of any existing Class an assignment to such Person. In the event that one or more of Term Loans made on an Incremental Facility Closing Date such Persons offer, in their sole discretion, to enter into such commitments, and such Persons and the Company agree as to the amount of such commitments that shall be designated allocated to the respective Persons making such offers and the fees (if any) to be payable by the Company in connection therewith and the amortization, interest rate and maturity date to be applicable thereto, the Company, such Persons and the Administrative Agent shall execute and deliver an appropriate agreement with respect thereto, and such Persons shall become obligated to make Incremental Loans under this Agreement in an amount equal to the amount of their respective Incremental Loan Commitments as specified in such agreement. The Incremental Loans to be made pursuant to any such agreement between the Company and one or more Lenders in response to any such request by the Company shall be deemed to be a separate Class "Series" of Incremental Commitments Loans for all purposes of this Agreement. On any Credit Agreement Anything herein to the contrary notwithstanding, the following additional provisions shall be applicable to the Incremental Facility Closing Date on which any Loan Commitments, and Incremental Term Commitments Loans, of any Class are effected (including through any Term Loan Increase), subject to the satisfaction of the terms and conditions in this Section 2.14, Series: (i) each the minimum aggregate principal amount of Incremental Term Lender Loan Commitments entered into pursuant to any such request (and, accordingly, the minimum aggregate principal amount of such Class any Series of Incremental Loans) shall make a Loan to be $10,000,000 and the Borrower (or any Loan Party organized under the laws maximum aggregate principal amount of the United StatesIncremental Loans of all Series shall not, any state thereoftaken together with the aggregate amount of Indebtedness incurred pursuant to Section 7.01(h) and the aggregate amount by which the Revolving Credit Commitments have been increased pursuant to Section 2.01(c), exceed the District of Columbia or any territory thereof, may be designated as a borrower New Senior Secured Debt Limit then in respect thereof so long as all obligors under such Incremental Facility are the same as with respect to the Loans hereunder) (an “Incremental Term Loan”) in an amount equal to its Incremental Term Commitment of such Class and effect; and (ii) each the final maturity date of the Incremental Term Lender Loans of any Series shall not be earlier than the Revolving Credit Commitment Termination Date and the weighted average life to maturity of such Class Incremental Loans shall become a Lender hereunder not be earlier than the weighted average life to maturity of the Revolving Credit Commitments. Following execution and delivery by the Company, one or more Lenders and the Administrative Agent as provided above of an Amendment to this Agreement with respect to the Incremental Term Commitment of such Class and the Incremental Term Loans of such Class made pursuant thereto. On any Incremental Facility Closing Date on which any Incremental Revolving Credit Commitments of any Class are effected through the establishment of one or more new revolving credit commitments (including through any Revolving Commitment Increase)Series then, subject to the satisfaction of the terms and conditions in this Section 2.14set forth herein, (i) each Incremental Revolving Credit Loan Lender of such Class shall Series severally agrees to make its Commitment available Incremental Loans of such Series to the Borrower (or any Company in Dollars during the availability period for such Loans set forth in such Amendment, in a principal amount up to but not exceeding the Incremental Loan Party organized under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, may be designated as a borrower in respect thereof so long as all obligors under such Incremental Facility are the same as with respect to the Loans hereunder) (when borrowed, “Incremental Revolving Credit Loans” and collectively with Incremental Term Loans, an “Incremental Loans”) in an amount equal to its Incremental Revolving Credit Commitment of such Class and (ii) each Incremental Revolving Credit Lender Series of such Class shall become a Lender hereunder with respect to the Incremental Revolving Credit Commitment of such Class and the Incremental Revolving Credit Loans of such Class made pursuant thereto. For the avoidance of doubt, Incremental Term Loans may have identical terms to any of the Term Loans and be treated as the same Class as any of such Term LoansLender.

Incremental Loans. Any At any time and from time to time, the Borrower may request that the Lenders (or other financial institutions agreed to by the Borrower and reasonably acceptable to the Administrative Agent, the consent of the Administrative Agent in respect thereof not to be unreasonably withheld) offer to enter into commitments to make additional term loans (each such loan being herein called an “Incremental Commitments effected through Loan”) under this paragraph (c). In the establishment of event that one or more new revolving credit of the Lenders (or such other financial institutions) offer, in their sole discretion, to enter into such commitments, and such Lenders (or financial institutions) and the Borrower agree as to the amount of such commitments or new Term Loans not in the same Facility of any existing Class of Term Loans made on an Incremental Facility Closing Date that shall be designated allocated to the respective Lenders (or financial institutions) making such offers and the fees (if any) to be payable by the Borrower in connection therewith, such Lenders (or financial institutions) shall become obligated to make Incremental Loans under this Agreement in an amount equal to the amount of their respective Incremental Loan Commitments (and such financial institutions shall become “Incremental Loan Lenders” hereunder). The Borrower, such Lenders (or financial institutions) and the Administrative Agent shall enter into an agreement (each such agreement being herein called an “Incremental Loan Amendment”) in form and substance satisfactory to the Administrative Agent. The Incremental Loans to be made pursuant to any Incremental Loan Amendment between the Borrower and one or more Lenders (including any such new Lenders) in response to any such request by the Borrower shall be deemed to be a separate Class “Series” of Incremental Commitments Loans for all purposes of this Agreement. On Nothing contained in this Agreement shall be construed to obligate any Lender to provide any Incremental Facility Closing Date on which Loan Commitment or to obligate the Borrower to request an Incremental Loan Commitment from any Lender. Anything herein to the contrary notwithstanding, the following additional provisions shall be applicable to Incremental Term Loans: (1) the aggregate number of separate Series of Incremental Loans pursuant to all such requests hereunder shall not exceed five, and the minimum aggregate principal amount of Incremental Loan Commitments of any Class are effected Series entered into pursuant to any single such request (and, accordingly, the minimum aggregate principal amount of Incremental Loans of such Series) shall be at least equal to $1,000,000; (2) the aggregate principal amount of all Incremental Loan Commitments and all outstanding Series of Incremental Loans (including any increase in Tranche B Term Loans as provided in clause (5) below) shall not exceed $125,000,000 (and once such limit is reached, no further Incremental Loan Commitments may be established hereunder notwithstanding that the aggregate principal amount of outstanding Incremental Loans shall have subsequently been reduced below such limit); (3) the maturity date for the Incremental Loans of any Series as specified in the Incremental Loan Amendment for such Series shall not be earlier than the Maturity Date; (4) no scheduled payments or repayments of principal of the Incremental Loans of any Series shall be required prior to the Maturity Date (but Incremental Loans shall be entitled to participate, to the extent provided in Section 2.10, in voluntary and mandatory prepayments); and (5) any Series of Incremental Loans may be effected through an increase in the Tranche B Term Loans, in which case (w) any Lender not already a Tranche B Lender hereunder shall become a Tranche B Lender, (x) anything in Section 2.17(c) to the contrary notwithstanding, the initial Tranche B Term Loans made under the respective Incremental Loan IncreaseAmendment shall be made solely by the Incremental Lenders executing such Incremental Loan Amendment (but thereafter the provisions of Section 2.17(c) shall be applicable), (y) the initial Tranche B Term Loans made under such Incremental Loan Amendment shall be either ABR Loans or Eurodollar Loans with an Interest Period ending on the last day of the earliest expiring then-outstanding Interest Period for Tranche B Term Loans (so long as the same is at least one-month after the date such Incremental Loans are made) and (z) as promptly as practicable following the making of such Incremental Loans (but in any event not later than the last day of such earliest-expiring then-outstanding Interest Period for Tranche B Term Loans), such Incremental Loans shall be coordinated with all other Tranche B Term Loans so that all outstanding Tranche B Term Loans (including the portion thereof represented by Incremental Loans) of each Type are allocated ratably among the Tranche B Lenders (including any Incremental Lenders that have become Tranche B Lenders) as required by Section 2.17(c). Following the acceptance by the Borrower of the offers made by any one or more Lenders to make any Series of Incremental Loans pursuant to the foregoing provisions of this paragraph (c), each Incremental Loan Lender in respect of such Series of Incremental Loans severally agrees, subject to the satisfaction terms and conditions set forth herein, to make such Incremental Loans to the Borrower during the period from and including the date of such acceptance to and including the commitment termination date specified in the Incremental Loan Amendment entered into with respect to such Series in an aggregate principal amount up to but not exceeding the amount of the Incremental Loan Commitment of such Incremental Loan Lender in respect of such Series as in effect from time to time. Thereafter, subject to the terms and conditions in of this Section 2.14Agreement, (i) each Incremental Term Lender of such Class shall make a Loan to the Borrower (or any Loan Party organized under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, may be designated as a borrower in respect thereof so long as all obligors under such convert Incremental Facility are the same as with respect to the Loans hereunder) (an “Incremental Term Loan”) in an amount equal to its Incremental Term Commitment of such Class and (ii) each Incremental Term Lender of such Class shall become a Lender hereunder with respect to the Incremental Term Commitment of such Class and the Incremental Term Loans of such Class made pursuant thereto. On any Incremental Facility Closing Date on which any Incremental Revolving Credit Commitments of any Class are effected through the establishment Series of one or more new revolving credit commitments (including through any Revolving Commitment Increase), subject to the satisfaction of the terms and conditions in this Section 2.14, (i) each Type into Incremental Revolving Credit Lender of such Class shall make its Commitment available to the Borrower (or any Loan Party organized under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, may be designated as a borrower in respect thereof so long as all obligors under such Incremental Facility are the same as with respect to the Loans hereunder) (when borrowed, “Incremental Revolving Credit Loans” and collectively with Incremental Term Loans, an “Incremental Loans”) in an amount equal to its Incremental Revolving Credit Commitment of such Class and (ii) each Incremental Revolving Credit Lender of such Class shall become a Lender hereunder with respect to the Incremental Revolving Credit Commitment of such Class and the Incremental Revolving Credit Loans of such Class made pursuant thereto. For the avoidance Series of doubt, another Type (as provided in Section 2.06) or continue Incremental Term Loans may have identical terms to any of such Series of one Type as Incremental Loans of such Series of the Term same Type (as provided in Section 2.06). Incremental Loans and of any Series that are prepaid may not be treated reborrowed as Incremental Loans of the same Class as Series. Proceeds of Incremental Loans shall be available for any use permitted under the applicable provisions of such Term LoansSection 5.11.

Incremental Loans. Any Incremental Term Loans or Incremental Revolving Credit Commitments effected through the establishment of one or more new revolving credit commitments or new Term Loans not in the same Facility of any existing Class of Term Loans made on an Incremental Facility Closing Date shall be designated a separate Class of Incremental Commitments Term Loans or Incremental Revolving Credit Commitments, as applicable, for all purposes of this Agreement. On any Incremental Facility Closing Date on which any Incremental Term Commitments of any Class are effected (including through any Term Loan Increase), subject to the satisfaction of the terms and conditions in this Section 2.14, (i) each Incremental Term Lender of such Class shall make a Loan to the Borrower (or any Loan Party organized under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, may be designated as a borrower in respect thereof so long as all obligors under such Incremental Facility are the same as with respect to the Loans hereunder) (an “Incremental Term Loan”) in an amount equal to its Incremental Term Commitment of such Class and (ii) each Incremental Term Lender of such Class shall become a Lender hereunder with respect to the Incremental Term Commitment of such Class and the Incremental Term Loans of such Class made pursuant thereto. On any Incremental Facility Closing Date on which any Incremental Revolving Credit Commitments of any Class are effected through the establishment of one or more new revolving credit commitments (including through any Revolving Commitment Increase), subject to the satisfaction of the terms and conditions in this Section 2.14, (i) each Incremental Revolving Credit Lender of such Class shall make its Commitment available to the Borrower (or any Loan Party organized under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, may be designated as a borrower in respect thereof so long as all obligors under such Incremental Facility are the same as with respect to the Loans hereunder) (when borrowed, an “Incremental Revolving Credit LoansLoan” and collectively with any Incremental Term LoansLoan, an “Incremental LoansLoan”) in an amount equal to its Incremental Revolving Credit Commitment of such Class and (ii) each Incremental Revolving Credit Lender of such Class shall become a Lender hereunder with respect to the Incremental Revolving Credit Commitment of such Class and the Incremental Revolving Credit Loans of such Class made pursuant thereto. For Notwithstanding the avoidance of doubtforegoing, Incremental Term Loans may have identical terms to any of the Term Loans and be treated as the same Class as any of such Term Loans.

Incremental Loans. Any Incremental Revolving Credit Commitments effected through the establishment of one or more new revolving credit commitments or new Term Loans not in the same Facility of any existing Class of Term Loans made on an Incremental Facility Closing Date shall be designated a separate Class of Incremental Revolving Credit Commitments for all purposes of this Agreement. On any Incremental Facility Closing Date on which any Incremental Term Commitments of any Class are effected (including through any Term Loan Increase), subject to the satisfaction of the terms and conditions in this Section 2.14, (i) each Incremental Term Lender of such Class shall make a Loan to the Borrower Company (or any Loan Party organized under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, may be designated as a borrower in respect thereof so long as all obligors under such Incremental Facility are the same as with respect to the Loans hereunderthereof) (an “Incremental Term Loan”) in an amount equal to its Incremental Term Commitment of such Class and (ii) each Incremental Term Lender of such Class shall become a Lender hereunder with respect to the Incremental Term Commitment of such Class and the Incremental Term Loans of such Class made pursuant thereto. On any Incremental Facility Closing Date on which any Incremental Revolving Credit Commitments of any Class are effected through the establishment of one or more new revolving credit commitments (including through any Revolving Commitment Increase), subject to the satisfaction of the terms and conditions in this Section 2.14, (i) each Incremental Revolving Credit Lender of such Class shall make its Commitment available to the Borrower Company (or any Loan Party organized under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, that may be designated as a borrower in respect thereof so long as all obligors under such Incremental Facility are the same as with respect to the Loans hereunderthereof) (when borrowed, an “Incremental Revolving Credit LoansLoan” and collectively with any Incremental Term LoansLoan, an “Incremental LoansLoan”) in an amount equal to its Incremental Revolving Credit Commitment of such Class and (ii) each Incremental Revolving Credit Lender of such Class shall become a Lender hereunder with respect to the Incremental Revolving Credit Commitment of such Class and the Incremental Revolving Credit Loans of such Class made pursuant thereto. For Notwithstanding the avoidance of doubtforegoing, Incremental Term Loans may have identical terms to any of the Term Loans and be treated as the same Class as any of such Term Loans.

Incremental Loans. Any Incremental Commitments effected through the establishment of The Borrower may request that one or more new revolving credit commitments or new Term Loans not incremental term loan facilities (each, an “Incremental Facility”) be added to the Facilities in the same sole and absolute discretion of the Lenders; provided, that: (i) the Lenders, in their sole and absolute discretion, shall have agreed to participate in such Incremental Facility; ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ (▇▇) no Default has occurred and is continuing, or would result from any Borrowing under such Incremental Facility or from the application of the proceeds therefrom; (iii) the representations and warranties contained in each Loan Document are true and correct in all material respects on and as of the date of such request and on and as of the date of any existing Class borrowing under such Incremental Facility, before and after giving effect to such borrowing and to the application of Term Loans the proceeds therefrom, as though made on and as of such dates, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); provided, that if a representation and warranty is qualified as to materiality, with respect to such representation and warranty, the materiality qualifier set forth in this clause (c)(iii) shall be disregarded; (iv) subject to any changes acceptable to the Lenders in their sole and absolute discretion that are required to make the loans under the Incremental Facility Closing Date shall be designated a separate Class of Incremental Commitments fungible for all purposes of this Agreement. On any Incremental Facility Closing Date on which any Incremental Term Commitments of any Class are effected (including through any Term Loan Increase)U.S. tax purposes, subject to the satisfaction of the terms and conditions of the Incremental Facility shall be identical to those of the existing Facilities; (v) any such Incremental Facility shall rank pari passu in right of payment and of security with the Facilities, and no Incremental Facility shall be secured by assets other than Collateral or guaranteed by Persons other than the Guarantors; (vi) any Incremental Facility shall be pari passu in right of payment and security and will share ratably in any voluntary or mandatory prepayments (other than Scheduled Amortization Payments) of the Facilities unless the Borrower and the lenders in respect of such Incremental Facility elect lesser payments, provided that, in connection with any such prepayment, any loans made under the Incremental Facility shall be paid after the Term A Loans and the Term B Loans. Each of the parties hereto hereby agrees that, notwithstanding anything to the contrary set forth in Section 9.01, this Agreement and the other Loan Documents may be amended pursuant to an amendment executed by the Loan Parties, the Administrative Agent and the Lenders providing an Incremental Facility, without the consent of any other Lender, to the extent reasonably required to effect such amendments to this Agreement (including necessary amendments to reflect the existence of a new Incremental Facility) and the other Loan Documents as may be necessary or appropriate, in the sole and absolute opinion of the Administrative Agent and the Borrower, to effect the provisions of Section 2.142.01(b), and the Lenders hereby expressly and irrevocably, for the benefit of all parties hereto, authorize the Administrative Agent to enter into such amendment. In connection with any such amendment, the Borrower shall deliver an opinion of counsel reasonably acceptable to the Administrative Agent (i) each Incremental Term Lender of such Class shall make a Loan as to the Borrower enforceability of this Agreement (or any Loan Party organized under the laws as amended), and such of the United States, any state thereof, the District of Columbia or any territory thereof, other Loan Documents (if AMERICAS 99636855 v27 any) as may be designated as a borrower in respect thereof so long as all obligors under such Incremental Facility are the same as with respect to the Loans hereunder) (an “Incremental Term Loan”) in an amount equal to its Incremental Term Commitment of such Class amended thereby and (ii) as to any other customary matters reasonably requested by the Administrative Agent. (vii) The Administrative Agent and each Incremental Term Lender of such Class shall become a Lender hereunder with respect have consented (not to be unreasonably withheld or delayed) to the lenders providing such Incremental Term Commitment Facility to the extent such consent, if any, would be required under Section 9.07 for an assignment of Loans or Commitments, as applicable, to such Class and the Incremental Term Loans of such Class made pursuant thereto. On lender. (viii) Any loan amounts borrowed under any Incremental Facility Closing that is repaid or prepaid may not be reborrowed. . (a) The Term Loan A Borrowing consisting of Term A Loans advanced by the Term Loan A Lenders on the Effective Date shall be made following the issuance of a Notice of Borrowing, given not later than 11:00 A.M. (New York City time) on which any Incremental Revolving Credit Commitments of any Class are effected through the establishment of one or more new revolving credit commitments (including through any Revolving Commitment Increase), subject third Business Day prior to the satisfaction date of the terms and conditions proposed Term Loan A Borrowing, by the Borrower to the Administrative Agent, which shall give to the Term Loan A Lenders prompt notice thereof by electronic communication. Each such Notice of Borrowing shall be by telephone, confirmed immediately in this Section 2.14writing, or by electronic communication, in substantially the form of Exhibit B hereto, specifying therein the requested (i) each Incremental Revolving Credit Lender date of such Class Term Loan A Borrowing (which shall make its Commitment available to be the Borrower (or any Loan Party organized under the laws of the United StatesEffective Date), any state thereof, the District of Columbia or any territory thereof, may be designated as a borrower in respect thereof so long as all obligors under such Incremental Facility are the same as with respect to the Loans hereunder) (when borrowed, “Incremental Revolving Credit Loans” and collectively with Incremental Term Loans, an “Incremental Loans”) in an amount equal to its Incremental Revolving Credit Commitment of such Class and (ii) each Incremental Revolving Credit Lender of such Class shall become a Lender hereunder with respect to the Incremental Revolving Credit Commitment of such Class and the Incremental Revolving Credit Loans of such Class made pursuant thereto. For the avoidance of doubt, Incremental Term Loans may have identical terms to any of the Term Loans and be treated as the same Class as any aggregate amount of such Term LoansLoan A Borrowing. Each Term Loan A Lender shall, before 11:00 A.M. (New York City time) on the date of such Term Loan A Borrowing, make available for the account of its Lending Office to the Administrative Agent at the Administrative Agent’s Account, in same day funds, its Pro Rata Share of the amount of such Term Loan A Borrowing in accordance with its Term Loan A Commitment under the Term Loan A Facility. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Borrower hereby directs the Administrative Agent to apply such funds as set forth in the Funds Flow Memorandum. (b) The Term Loan B Borrowing consisting of Term B Loans advanced by the Term Loan B Lenders on the Effective Date shall be made following the issuance of a Notice of Borrowing, given not later than 11:00 A.M. (New York City time) on the third Business Day prior to the date of the proposed Term Loan B Borrowing, by the Borrower to the Administrative Agent, which shall give to the Term Loan B Lenders prompt notice thereof by electronic communication. Each such Notice of Borrowing shall be by telephone, confirmed immediately in writing, or by electronic communication, in substantially the form of Exhibit B hereto, specifying therein the requested (i) date of such Term Loan B Borrowing (which shall be the Effective Date), and (ii) aggregate amount of such Term Loan B Borrowing. Each Term Loan B Lender shall, before 11:00 A.M. (New York City time) on the date of such Term Loan B Borrowing, make available for the account of its Lending Office to the Administrative Agent at the Administrative Agent’s Account, in same day funds, its Pro Rata Share of the amount of such Term Loan B Borrowing in accordance with its Term Loan B Commitment under the Term Loan B Facility. After the Administrative AMERICAS 99636855 v27 Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Borrower hereby directs the Administrative Agent to apply such funds as set forth in the Funds Flow Memorandum. (c) Any Notice of Borrowing delivered after the Effective Date shall be irrevocable and binding on the Borrower. The Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure to fulfill on or before the date specified in such Notice of Borrowing for such Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (excluding loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Loan to be made by such Lender as part of such Borrowing when such Loan, as a result of such failure, is not made on such date.

Incremental Loans. Any Incremental Commitments effected through the establishment of one or more new revolving credit commitments or new Term Loans not in the same Facility of any existing Class of Term Loans made on an Incremental Facility Closing Date shall be designated a separate Class of Incremental Commitments for all purposes of this Agreement. On any Incremental Facility Closing Date on which any Incremental Term Commitments of any Class are effected (including through any Term Loan Increase), subject to the satisfaction of the terms and conditions in this Section 2.14, (i) each Incremental Term Lender of such Class shall make a Loan to the Borrower Borrowers (or any Loan Party organized under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, in an Agreed Borrower Jurisdiction may be designated as a borrower in respect thereof so long as all obligors under such Incremental Facility are the same as with respect to the Loans hereunder) (an “Incremental Term Loan”) in an amount equal to its Incremental Term Commitment of such 4849-7283-2717 136 Class and (ii) each Incremental Term Lender of such Class shall become a Lender hereunder with respect to the Incremental Term Commitment of such Class and the Incremental Term Loans of such Class made pursuant thereto. On any Incremental Facility Closing Date on which any Incremental Revolving Credit Commitments of any Class are effected through the establishment of one or more new revolving credit commitments (including through any Revolving Commitment Increase), subject to the satisfaction of the terms and conditions in this Section 2.14, (i) each Incremental Revolving Credit Lender of such Class shall make its Commitment available to the Borrower Borrowers (or any Loan Party organized under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, in an Agreed Borrower Jurisdiction may be designated as a borrower in respect thereof so long as all obligors under such Incremental Facility are the same as with respect to the Loans hereunder) (when borrowed, “Incremental Revolving Credit Loans” and collectively with Incremental Term Loans, an “Incremental Loans”) in an amount equal to its Incremental Revolving Credit Commitment of such Class and (ii) each Incremental Revolving Credit Lender of such Class shall become a Lender hereunder with respect to the Incremental Revolving Credit Commitment of such Class and the Incremental Revolving Credit Loans of such Class made pursuant thereto. For the avoidance of doubt, Incremental Term Loans may have identical terms to any of the Term Loans and be treated as the same Class as any of such Term Loans.

Incremental Loans. Any Incremental Commitments Term Loans (other than Term Loan Increases) effected through the establishment of one or more new revolving credit commitments or new Term Loans not in the same Facility of any existing Class of Term Loans made on an Incremental Facility Closing Date shall be designated a separate Class of Incremental Commitments Term Loans for all purposes of this Agreement. On any Incremental Facility Closing Date on which any Incremental Term Commitments of any Class are effected (including through any Term Loan Increase), subject to the satisfaction (or waiver) of the terms and conditions in this Section 2.14, (i) each Incremental Term Lender of such Class shall make a Loan to the Borrower (or any Loan Party organized under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, may be designated as a borrower in respect thereof so long as all obligors under such Incremental Facility are the same as with respect to the Loans hereunder) (an “Incremental Term Loan”) in an amount equal to its Incremental Term Commitment of such Class and (ii) each Incremental Term Lender of such Class shall become a Lender hereunder with respect to the Incremental Term Commitment of such Class and the Incremental Term Loans of such Class made pursuant thereto. On any Incremental Facility Closing Date on which any Incremental Revolving Credit Commitments of any Class are effected through the establishment of one or more new revolving credit commitments (including through any Revolving Loan Commitment Increase)is effected, subject to the satisfaction of the terms and conditions in this Section 2.14, (i) each Incremental Revolving Credit Lender of such Class shall make its Commitment available to the Borrower (or any Loan Party organized under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, may be designated as a borrower in respect thereof so long as all obligors under such Incremental Facility are the same as with respect to the Loans hereunder) (when borrowed, “Incremental Revolving Credit Loans” and collectively with Incremental Term Loans, an “Incremental LoansRevolving Loan” and, collectively with any Incremental Term Loan, an “Incremental Loan”) in an amount equal to its Incremental Revolving Credit Loan Commitment of such Class , and (ii) each Incremental Revolving Credit Lender of such Class shall become a Lender hereunder with respect to the Incremental Revolving Credit Loan Commitment of such Class and the Incremental Revolving Credit Loans of such Class made pursuant thereto. For Notwithstanding the avoidance of doubtforegoing, Incremental Term Loans may have identical terms to any of the Term Loans and be treated as the same Class as any of such Term Loans.

Incremental Loans. Any Incremental Commitments effected through the establishment of one or more new revolving credit commitments or new Term Loans not in the same Facility of any existing Class of Term Loans or Incremental Revolving Credit Commitments made on an Incremental Facility Closing Date shall be designated a separate Class of Incremental Commitments Term Loans or Incremental Revolving Credit Commitments, as applicable, for all purposes of this Agreement. On any Incremental Facility Closing Date on which any Incremental Term Commitments of any Class are effected (including through any Term Loan Increase), subject to the satisfaction (or waiver) of the terms and conditions in this Section 2.14, (i) each Incremental Term Lender of such Class shall make a Loan to the Borrower (or any Loan Party organized under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, may be designated as a borrower in respect thereof so long as all obligors under such Incremental Facility are the same as with respect to the Loans hereunder) Agent (an “Incremental Term Loan”) in an amount equal to its Incremental Term Commitment of such Class and (ii) each Incremental Term Lender of such Class shall become a Lender hereunder with respect to the Incremental Term Commitment of such Class and the Incremental Term Loans of such Class made pursuant thereto. On any Incremental Facility Closing Date on which any Incremental Revolving Credit Commitments of any Class are effected through the establishment of one or more new revolving credit commitments (including through any Revolving Commitment Increase)effected, subject to the satisfaction (or waiver) of the terms and conditions in this Section 2.14, (i) each Incremental Revolving Credit Lender of such Class shall make its Commitment available to the Borrower (or any Loan Party organized under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, may be designated as a borrower in respect thereof so long as all obligors under such Incremental Facility are the same as with respect to the Loans hereunder) Agent (when borrowed, an “Incremental Revolving Credit LoansLoan” and collectively with any Incremental Term LoansLoan, an “Incremental LoansLoan”) in an amount equal to its Incremental Revolving Credit Commitment of such Class and (ii) each Incremental Revolving Credit Lender of such Class shall become a Lender hereunder with respect to the Incremental Revolving Credit Commitment of such Class and the Incremental Revolving Credit Loans of such Class made pursuant thereto. For Notwithstanding the avoidance of doubtforegoing, Incremental Term Loans may have identical terms to any of the Term Loans and be treated as the same Class as any of such Term Loans.

Incremental Loans. Any Incremental Commitments effected through the establishment of one or more new revolving credit commitments or new Term Loans not in the same Facility of any existing Class of Term Loans term loan commitments made on an Incremental Facility Closing Date shall be designated a separate Class of Incremental Commitments for all purposes of this AgreementAgreement as either (x) a new Class of Incremental Commitments or (b) an increase to an existing Class of Commitments. On any Incremental Facility Closing Date on which any Incremental Term Commitments of any Class are effected through the establishment of one or more new term loan commitments (including through any Term Loan Increase), subject to the satisfaction of the terms and conditions in this Section 2.142.26, (i) each Incremental Term Lender of such Class shall make a Loan to the US Borrower (or any Loan Party organized under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, may be designated as a borrower in respect thereof so long as all obligors under such Incremental Facility are the same as with respect to the Loans hereunder) (an “Incremental Term Loan”) in an amount equal to its Incremental Term Commitment of such Class and (ii) each Incremental Term Lender of such Class shall become a Lender hereunder with respect to the Incremental Term Commitment of such Class and the Incremental Term Loans of such Class made pursuant thereto. On any Incremental Facility Closing Date on which any Incremental Revolving Credit Commitments of any Class are effected through the establishment of one or more new revolving credit commitments (including through any Revolving Commitment Increase), subject to the satisfaction of the terms and conditions in this Section 2.142.26, (i) each Incremental Revolving Credit Lender of such Class shall make its Incremental Revolving Commitment available to the US Borrower (or any Loan Party organized under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, may be designated as a borrower in respect thereof so long as all obligors under such Incremental Facility are the same as with respect to the Loans hereunder) (when borrowed, an “Incremental Revolving Credit LoansLoan” and and, collectively with any Incremental Term LoansLoan, an “Incremental LoansLoan”) in an amount equal to its Incremental Revolving Credit Commitment of such Class and (ii) each Incremental Revolving Credit Lender of such Class shall become a Lender hereunder with respect to the Incremental Revolving Credit Commitment of such Class and the Incremental Revolving Credit Loans of such Class made pursuant thereto. For Notwithstanding the avoidance of doubtforegoing, any Incremental Term Loans may have identical terms to any of the Term Loans and only be treated as part of the same Class as any of other Loans if such Term Incremental Loans are fungible for United States federal income tax purposes with such other Loans.

Incremental Loans. Any Incremental Commitments effected through the establishment of one or more new revolving credit commitments or new Term Loans not in the same Facility of any existing Class of Term Loans term loan commitments made on an Incremental Facility Closing Date shall be designated a separate Class of Incremental Commitments for all purposes of this AgreementAgreement as either (x) a new Class of Incremental Commitments or (y) an increase to an existing Class of Commitments. On any Incremental Facility Closing Date on which any Incremental Term Commitments of any Class are effected through the establishment of one or more new term loan commitments (including through any Term Loan Increase), subject to the satisfaction of the terms and conditions in this Section 2.142.26, (i) each Incremental Term Lender of such Class shall make a Loan to the US Borrower (or any Loan Party organized under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, may be designated as a borrower in respect thereof so long as all obligors under such Incremental Facility are the same as with respect to the Loans hereunder) (an “Incremental Term Loan”) in an amount equal to its Incremental Term Commitment of such Class and (ii) each Incremental Term Lender of such Class shall become a Lender hereunder with respect to the Incremental Term Commitment of such Class and the Incremental Term Loans of such Class made pursuant thereto. On any Incremental Facility Closing Date on which any Incremental Revolving Credit Commitments of any Class are effected through the establishment of one or more new revolving credit commitments (including through any Revolving Commitment Increase), subject to the satisfaction of the terms and conditions in this Section 2.142.26, (i) each Incremental Revolving Credit Lender of such Class shall make its Incremental Revolving Commitment available to the US Borrower (or any Loan Party organized under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, may be designated as a borrower in respect thereof so long as all obligors under such Incremental Facility are the same as with respect to the Loans hereunder) (when borrowed, an “Incremental Revolving Credit LoansLoan” and and, collectively with any Incremental Term LoansLoan, an “Incremental LoansLoan”) in an amount equal to its Incremental Revolving Credit Commitment of such Class and (ii) each Incremental Revolving Credit Lender of such Class shall become a Lender hereunder with respect to the Incremental Revolving Credit Commitment of such Class and the Incremental Revolving Credit Loans of such Class made pursuant thereto. For Notwithstanding the avoidance of doubtforegoing, any Incremental Term Loans may have identical terms to any of the Term Loans and only be treated as part of the same Class as any of other Loans if such Term Incremental Loans are fungible for United States federal income tax purposes with such other Loans.

Incremental Loans. (a) The Borrower may at any time or from time to time after the Closing Date and before the Term Conversion Date, by notice to the Administrative Agent (an “Incremental Loan Request”), request the establishment of one or more new commitments which may be in the same Loan Facility as any outstanding Construction Loans of an existing Class of Construction Loans (a “Construction Loan Commitment Increase”) or a new Class of construction loans (collectively with any Construction Loan Commitment Increase, the “Incremental Construction Loan Commitments”). The Borrower may, in any Incremental Loan Request, request one or more increases in the amount of the LC Commitments (a “LC Commitment Increase”) or the establishment of one or more new letter of credit loan commitments (any such new commitments, collectively with any LC Commitment Increases, the “Incremental LC Commitments”; the Incremental LC Commitments, collectively with any Incremental Construction Loan Commitments, the “Incremental Commitments”), whereupon the Administrative Agent shall promptly deliver a copy of such request to each of the Lenders. (b) Any Incremental Commitments effected through the establishment of one or more new revolving credit commitments or new Term Loans not in the same Facility of any existing Class of Term Construction Loans made on an Incremental Facility Closing Date shall be designated a separate Class of Incremental Commitments for all purposes of this Agreement. On any Incremental Facility Closing Date on which any Incremental Term Construction Loan Commitments of any Class are effected (including through any Term Construction Loan Commitment Increase), subject to the satisfaction of the terms and conditions in this Section 2.142.2, (i) each Incremental Term Lender of such Class shall make a Loan to the Borrower (or any Loan Party organized under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, may be designated as a borrower in respect thereof so long as all obligors under such an “ Incremental Facility are the same as with respect to the Loans hereunder) (an “Incremental Term Construction Loan”) in an amount equal to its Incremental Term Construction Loan Commitment of such Class and (ii) each Incremental Term Lender of such Class shall become a Lender hereunder with respect to the Incremental Term Construction Loan Commitment of such Class and the Incremental Term Construction Loans of such Class made pursuant thereto. On any Incremental Facility Closing Date on which any Incremental Revolving Credit LC Commitments of any Class are effected through the establishment of one or more new revolving letter of credit loan commitments (including through any Revolving LC Commitment Increase), subject to the satisfaction of the terms and conditions in this Section 2.142.2, (i) each Incremental Revolving Credit Lender Issuing Bank of such Class shall make its Incremental LC Commitment available to the Borrower (or any Loan Party organized under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, may be designated as a borrower in respect thereof so long as all obligors under such Incremental Facility are the same as with respect to the Loans hereunder) (when borrowed, “Incremental Revolving Credit Loans” and collectively with Incremental Term Loans, an “Incremental LoansLC Loan” and, collectively with any Incremental Construction Loan, an “Incremental Loan”) in an amount equal to its Incremental Revolving Credit LC Commitment of such Class and (ii) each Incremental Revolving Credit Lender Issuing Bank of such Class shall become a Lender an Issuing Bank hereunder with respect to the Incremental Revolving Credit Commitment of such Class and Class. Notwithstanding the Incremental Revolving Credit Loans of such Class made pursuant thereto. For the avoidance of doubtforegoing, Incremental Term Construction Loans may have identical terms to any of the Term Construction Loans and may be treated as the same Class as any of such Term Construction Loans. (c) Each Incremental Loan Request from the Borrower pursuant to this Section 2.2 shall set forth the requested amount of the Incremental Commitments, which shall not, in the case of Incremental Construction Loan Commitments, in the aggregate exceed $17,500,000 and, in the case of Incremental LC Commitments, exceed in the aggregate the limit set forth in Section 2.2(d)(vi). (i) Incremental Construction Loans may be made by any existing Lender (but no existing Lender will have any obligation to make any Incremental Commitment) or by any other bank or other financial institution (any such other bank or other financial institution being called an “Additional Lender”) (each such existing Lender or Additional Lender providing such, an “Incremental Lender”); provided that the Administrative Agent and each Issuing Bank shall have consented (not to be unreasonably withheld, conditioned or delayed) to such Additional Lender’s making such Incremental Construction Loans to the extent such consent, if any, would be required under Section 9.11 for an assignment of Loans, to such Lender or Additional Lender. (ii) Incremental LC Commitments may be made by any existing Lender or Issuing Bank (but no existing Lender or Issuing Bank will have any obligation to make any Incremental LC Commitment) or by any other bank or other financial institution (any such other bank or other financial institution being called an “Additional Issuing Bank”) (each such existing Issuing Bank or Additional Issuing Bank providing such, an “Incremental Issuing Bank”); provided that if an Additional Issuing Bank has a credit rating that is lower than A- (from Standard & Poors) or A3 (from ▇▇▇▇▇’▇), then the Administrative Agent and each Lender shall have consented (not to be unreasonably withheld, conditioned or delayed) to such Additional Issuing Bank’s making such Incremental LC Commitments. (d) The effectiveness of any Incremental Joinder, and the Incremental Commitments thereunder, shall be subject to the satisfaction on the date thereof (the “Incremental Facility Closing Date”) of each of the following conditions: (i) no Event of Default shall exist after giving effect to such Incremental Commitments; (ii) after giving effect to such Incremental Commitments, the conditions contained in Appendix B shall have been satisfied; (iii) the Borrower shall have executed one or more additional ESAs (or amendments to existing ESAs that effectuate an increase in the contract capacity (and accompanying Direct Agreements or appropriate amendments thereto to effectuate the amended contract capacity, as applicable) (A) in each case with an Offtaker rated BBB-or higher by Standard & Poor’s or Baa3 or higher by ▇▇▇▇▇’▇, (B) in an aggregate capacity of up to 5 MW, and (C) in each case, for a term of at least fifteen (15) years (the “Incremental ESAs”); (iv) each Incremental Construction Loan Commitment shall be in an aggregate amount that is not less than $1,000,000.00 and shall be in an increment of $500,000 (provided that such amount may be less than $500,000 if such amount represents all remaining availability under the limit set forth in Section 2.2(d)(v)); (v) the aggregate amount of the Incremental Construction Loan Commitments shall not exceed $17,500,000.00 in the aggregate; (vi) the aggregate amount of the Incremental LC Commitments at a given time, when added to the initial LC Commitments, shall not exceed an amount equal to the greatest projected Debt Service Reserve Requirement calculated based on the aggregate Construction Loan Commitments existing at such time; (vii) after accounting for such Incremental Commitments, the sum of the LC Commitments plus cash on deposit in the Debt Service Reserve Account shall be greater than or equal to the amount of the greatest projected Debt Service Reserve Requirement; and (viii) each Lender shall have received the Updated Projections, revised to reflect the projected outstanding balance of the Loans as of the Incremental Facility Closing Date (after giving effect to the Incremental Commitments effected as of the Incremental Facility Closing Date) and the increased projected revenues and expenses after giving effect to the new or amended ESAs in respect of which such Incremental Commitments are being obtained, as confirmed by the Independent Engineer. (e) The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Loan Commitments or the Incremental Construction Loans and the Incremental LC Loans, as the case may be, of any Class shall be as agreed among the Borrower and the applicable Incremental Lenders and Incremental Issuing Banks providing such Incremental Commitments, except that, to the extent such terms and provisions are not identical (except for pricing terms; provided that the applicable margin shall not be greater than 25 basis points higher than the corresponding Applicable Margin existing on the Incremental Facility Closing Date)) to the Construction Loans or LC Loans, as applicable, existing on the Incremental Facility Closing Date, then such terms and provisions (except for pricing terms; provided that the applicable margin shall not be greater than 25 basis points higher than the corresponding Applicable Margin existing on the Incremental Facility Closing Date) shall be approved by the Required Lenders. In any event:

Incremental Loans. Any Incremental Commitments effected through the establishment of one or more new revolving credit commitments or new Term Loans not in the same Facility of any existing Class of Term Loans made on an Incremental Facility Closing Date shall be designated a separate Class of Incremental Commitments for all purposes of this Agreement. On any Incremental Facility Closing Date on which any Incremental Term Commitments of any Class are effected (including through any Term Loan Increase), subject to the satisfaction of the terms and conditions in this Section 2.14, (i) each Incremental Term Lender of such Class shall make a Loan to the Borrower (or any Loan Party organized under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, may be designated as a borrower in respect thereof so long as all obligors under such Incremental Facility are the same as with respect to the Loans hereunder) (an “Incremental Term Loan”) in an amount equal to its Incremental Term Commitment of such Class and (ii) each 107 Incremental Term Lender of such Class shall become a Lender hereunder with respect to the Incremental Term Commitment of such Class and the Incremental Term Loans of such Class made pursuant thereto. On any Incremental Facility Closing Date on which any Incremental Revolving Credit Commitments of any Class are effected through the establishment of one or more new revolving credit commitments (including through any Revolving Commitment Increase), subject to the satisfaction of the terms and conditions in this Section 2.14, (i) each Incremental Revolving Credit Lender of such Class shall make its Commitment available to the Borrower (or any Loan Party organized under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, may be designated as a borrower in respect thereof so long as all obligors under such Incremental Facility are the same as with respect to the Loans hereunder) (when borrowed, an “Incremental Revolving Credit LoansLoan” and collectively with any Incremental Term LoansLoan, an “Incremental LoansLoan”) in an amount equal to its Incremental Revolving Credit Commitment of such Class and (ii) each Incremental Revolving Credit Lender of such Class shall become a Lender hereunder with respect to the Incremental Revolving Credit Commitment of such Class and the Incremental Revolving Credit Loans of such Class made pursuant thereto. For Notwithstanding the avoidance of doubtforegoing, Incremental Term Loans may have identical terms to any of the Term Loans and be treated as the same Class as any of such Term Loans and Incremental Revolving Credit Loans (and any related Commitments of such Incremental Revolving Credit Loans) may have identical terms to any of the Revolving Credit Loans (and related Commitments) and be treated as the same Class as any of such Revolving Credit Loans (and any related Commitments of such Incremental Revolving Credit Loans (and related Commitments)) .

Incremental Loans. Any Incremental Commitments effected through the establishment of one or more new revolving credit commitments or new Term Loans not in the same Facility of any existing Class of Term Loans made on an Incremental Facility Closing Date shall be designated a separate Class of Incremental Commitments for all purposes of this Agreement. On any Incremental Facility Closing Date on which any Incremental Term Commitments of any Class are effected (including through any Term Loan Increase), subject to the satisfaction of the terms and conditions in this Section 2.14, (i) each Incremental Term Lender of such Class shall make a Loan to the Borrower Borrowers (or any Loan Party organized under the laws of the United States, any state thereof, thereof or the District of Columbia or any territory thereofColumbia, may be designated as a borrower in respect thereof so long as all obligors under such Incremental Facility are the same as with respect to the Loans hereunder) (an “Incremental Term Loan”) in an amount equal to its Incremental Term Commitment of such Class and (ii) each Incremental Term Lender of such Class shall become a Lender hereunder with respect to the Incremental Term Commitment of such Class and the Incremental Term Loans of such Class made pursuant thereto. On any Incremental Facility Closing Date on which any Incremental Revolving Credit Commitments of any Class are effected through the establishment of one or more new revolving credit commitments (including through any Revolving Commitment Increase), subject to the satisfaction of the terms and conditions in this Section 2.14, (i) each Incremental Revolving Credit Lender of such Class shall make its Commitment available to the Borrower Borrowers (or any Loan Party organized under the laws of the United States, any state thereof, thereof or the District of Columbia or any territory thereofColumbia, may be designated as a borrower in respect thereof so long as all obligors under such Incremental Facility are the same as with respect to the Loans hereunder) (when borrowed, “Incremental Revolving Credit Loans” and collectively with Incremental Term Loans, an “Incremental Loans”) in an amount equal to its Incremental Revolving Credit Commitment of such Class and (ii) each Incremental Revolving Credit Lender of such Class shall become a Lender hereunder with respect to the Incremental Revolving Credit Commitment of such Class and the Incremental Revolving Credit Loans of such Class made pursuant thereto. For the avoidance of doubt, Incremental Term Loans may have identical terms to any of the Term Loans and be treated as the same Class as any of such Term Loans.

Incremental Loans. Any Incremental Commitments or Incremental Loans effected through the establishment of one or more new revolving credit commitments or new Term Loans not in the same Facility of any existing Class of Term Loans made on (other than as an Incremental Facility Closing Date Increase) shall be designated a separate Class of Incremental Commitments or Loans for all purposes of this Agreement. On any Incremental Facility Closing Date on which any Incremental Commitments in respect of Term Commitments Loans of any Class (an “Incremental Term Commitment”) are effected (including through any Term Loan Increase), subject to the satisfaction of the terms and conditions in this Section 2.14, (ia) each Incremental Lender holding such Incremental Term Lender Commitments of such Class (an “Incremental Term Lender”) shall make a Term Loan to the Borrower (or any Loan Party organized under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, may be designated as a borrower in respect thereof so long as all obligors under such Incremental Facility are the same as with respect to the Loans hereunder) (an “Incremental Term Loan”) in an amount equal to its Incremental Term Commitment of such Class and (iib) each Incremental Term Lender of such Class shall become a Lender hereunder with respect to the such Incremental Term Commitment of such Class and the Incremental Term Loans of such Class made pursuant thereto. On any Incremental Facility Closing Date on which any Increase of Revolving Commitments (an “Incremental Revolving Credit Commitments of Commitment” and any Class are effected through the establishment of one or more new revolving credit commitments (including through any loan made with respect thereto, an “Incremental Revolving Commitment Increase)Loan”) is effected, subject to the satisfaction of the terms and conditions in this Section 2.14, (ia) each Incremental Revolving Credit Lender of such Class shall make its Commitment available to the Borrower (or any Loan Party organized under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, may be designated as a borrower in respect thereof so long as all obligors under holding such Incremental Facility are the same as with respect to the Loans hereunder) Revolving Commitments (when borrowed, an “Incremental Revolving Credit Loans” and collectively with Incremental Term Loans, an “Incremental LoansLender”) shall increase the amount of its Revolving Commitment in an amount equal to its Incremental Revolving Credit Commitment of such Class and (iib) each Incremental Revolving Credit Lender of such Class shall become a Lender hereunder with respect to the such Incremental Revolving Credit Commitment of such Class and the Incremental Revolving Credit Loans of such Class to be made pursuant thereto. For the avoidance of doubt, Incremental Term Loans may have identical terms to any of the Term Loans and be treated as the same Class as any of such Term Loans.

Incremental Loans. Any Incremental Commitments effected through (a) Subject to the establishment terms of one or the Intercreditor Agreement and the conditions set forth below, the Borrower shall have the option, exercisable on no more new revolving credit commitments or new Term Loans not than three (3) occasions following the Closing Date until the Maturity Date to incur additional indebtedness under this Agreement in the same Facility form of Incremental Loans in an aggregate principal amount of up to (i) $50,000,000 less (ii) the aggregate principal amount of any existing Class of Term prior Incremental Loans made on pursuant to this Section 2.5. In the event the Borrower desires to exercise the above-described option, the Borrower shall deliver to the Administrative Agent an Incremental Facility Closing Date Notification pursuant to which the Borrower may request that additional Loans be made on the Incremental Loan Effective Date. (b) Each Incremental Loan shall be designated obtained from existing Lenders or from other banks, financial institutions or investment funds that qualify as Eligible Assignees, in each case in accordance with this Section 2.5. No Lender shall have any obligation to provide any portion of such Incremental Loans. The Borrower may invite other banks, financial institutions and investment funds which meet the requirements of an Eligible Assignee to join this Agreement as Lenders to provide all or a separate Class portion of such Incremental Commitments for all purposes Loans (each such other bank, financial institution or investment fund, a “New Lender” and collectively with the existing Lenders providing Incremental Loans, the “Incremental Lenders”). The Administrative Agent is authorized to enter into, on behalf of the Lenders, any amendment to this Agreement. On Agreement or any other Loan Document as may be necessary to incorporate the terms of any Incremental Facility Closing Date on which Loan herein or therein; provided that such amendment shall not modify this Agreement or any Incremental Term Commitments of other Loan Document in any Class are effected manner materially adverse to any Lender and shall otherwise be in accordance with Section 9.2. (including through any Term Loan Increase), subject to the satisfaction of the c) The following terms and conditions in this Section 2.14, shall apply to each Incremental Loan: (i) the Incremental Loans made under this Section 2.5 shall constitute Obligations of the Borrower and shall be secured and guaranteed with the other Loans on a pari passu basis, (ii) any New Lender making Incremental Loans shall be entitled to the same voting rights as the existing Lenders and the Incremental Loans shall receive proceeds of prepayments on the same basis as the Initial Loans, (iii) the Borrower shall, upon the request of any Incremental Lender, execute such Notes as are necessary to reflect such Incremental Lender’s Incremental Loans, (iv) the Administrative Agent and the Lenders shall have received from the Borrower a certificate executed by a Responsible Officer of the Borrower, demonstrating in reasonable detail that, after giving effect to any such Incremental Loan, the Borrower will be in pro forma compliance with the Leverage Ratio set forth in Section 6.23, (v) no Default or Event of Default shall have occurred and be continuing hereunder as of the Incremental Loan Effective Date or after giving effect to the making of any such Incremental Loans, (vi) the representations and warranties contained in Article V and in the other Loan Documents shall be true and correct on and as of the Incremental Loan Effective Date with the same effect as if made on and as of such date (other than those representations and warranties that by their terms speak as of a particular date, which representations and warranties shall be true and correct as of such particular date), (vii) the amount of such Incremental Loan shall not be less than a minimum principal amount of $10,000,000, or any whole multiple of $5,000,000 in excess thereof, or if less, the maximum amount permitted pursuant to clause (a) above, (viii) the Borrower and each Incremental Term Lender shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, a written agreement acknowledged by the Administrative Agent and each other Credit Party, in form and substance satisfactory to the Administrative Agent (a “Lender Addition and Acknowledgement Agreement”), and (ix) the Administrative Agent shall have received any documents or information, including any joinder agreements, in connection with such Incremental Loans as it may reasonably request. (d) Upon the execution, delivery, acceptance and recording of the applicable Lender Addition and Acknowledgement Agreement, from and after the applicable Incremental Loan Effective Date, each Incremental Lender shall have a Commitment as set forth in the Register and all the rights and obligations of a Lender with such Class a Commitment hereunder. The Incremental Lenders shall make a Loan the Incremental Loans to the Borrower (or any on the Incremental Loan Party organized under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, may be designated as a borrower in respect thereof so long as all obligors under such Incremental Facility are the same as with respect to the Loans hereunder) (an “Incremental Term Loan”) Effective Date in an amount equal to its each such Incremental Term Lender’s commitment in respect of Incremental Loans as agreed upon pursuant to clause (b) above. (e) The Administrative Agent shall maintain a copy of each Lender Addition and Acknowledgment Agreement delivered to it in accordance with Section 9.10(c). (f) Within five (5) Business Days after receipt of notice, the Borrower shall execute and deliver to the Administrative Agent, in exchange for any surrendered Note or Notes of any existing Lender or with respect to any New Lender, a new Note or Notes to the order of the applicable Lenders in amounts equal to the Commitment of such Class Lenders as set forth in the Register. Such new Note or Notes shall be in an aggregate principal amount equal to the aggregate principal amount of such Commitments, shall be dated as of the Incremental Loan Effective Date and shall otherwise be in substantially the form of the existing Notes. Each surrendered Note and/or Notes shall be canceled and returned to the Borrower. (g) The Incremental Maturity Date, Applicable Margin, amortization and pricing grid, if applicable, for each Incremental Loans shall be determined on the applicable Incremental Loan Effective Date; provided that (i) no Incremental Maturity Date shall be prior to the Maturity Date or any other Incremental Maturity Date, (ii) each the applicable Incremental Term Lender Loan shall not have a weighted average life that is shorter than the weighted average life of the longer of (A) the Initial Loan, or (B) any other Incremental Loan, as applicable, and (iii) if the all-in-yield, after giving effect to any offering of the applicable Incremental Loan at a discount from par or any fees paid to the Incremental Lenders in connection with such Class Incremental Loans (the “All-in-Yield”) with respect to the applicable Incremental Loan, exceeds the All-in-Yield with respect to the Initial Loan or any prior Incremental Loan by more than 0.50%, then the fees payable by the Borrower with respect to the Initial Loan and/or any prior Incremental Loan shall become a Lender hereunder be increased to the extent necessary to cause the All-in-Yield with respect to the Incremental Term Commitment of such Class and Loans to be no more than 0.50% higher than the Incremental Term Loans of such Class made pursuant thereto. On any Incremental Facility Closing Date on which any Incremental Revolving Credit Commitments of any Class are effected through the establishment of one or more new revolving credit commitments (including through any Revolving Commitment Increase), subject to the satisfaction of the terms and conditions in this Section 2.14, (i) each Incremental Revolving Credit Lender of such Class shall make its Commitment available to the Borrower (or any Loan Party organized under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, may be designated as a borrower in respect thereof so long as all obligors under such Incremental Facility are the same as All-in-Yield with respect to the Loans hereunder) Initial Loan and/or any prior Incremental Loan (when borrowed, “Incremental Revolving Credit Loans” and collectively with Incremental Term Loans, an “Incremental Loans”) in an the amount equal to its Incremental Revolving Credit Commitment of such Class and (ii) each Incremental Revolving Credit Lender any increase shall be determined as of such Class shall become a Lender hereunder with respect to the Incremental Revolving Credit Commitment of such Class and the Incremental Revolving Credit Loans of such Class made pursuant thereto. For the avoidance of doubt, Incremental Term Loans may have identical terms to any of the Term Loans and be treated as the same Class as any of such Term LoansLoan Effective Date).

Incremental Loans. Any Incremental Commitments effected through the establishment of one or more new revolving credit commitments or new Term Loans not in the same Facility of any existing Class of Term Loans made on an Incremental Facility Closing Date shall be designated a separate Class of Incremental Commitments for all purposes of this Agreement. On any Incremental Facility Closing Date on which any Incremental Term Commitments of any Class are effected (including through any Term Loan Increase), subject to the satisfaction of the terms and conditions in this Section 2.14, (i) each Incremental Term Lender of such Class shall make a Loan to the Borrower Borrowers (or any Loan Party organized under the laws of the United States, any state thereof, thereof or the District of Columbia or any territory thereofColumbia, may be designated as a borrower in respect thereof so long as all obligors under such Incremental Facility are the same as with respect to the Loans hereunder) (an “Incremental Term Loan”) in an amount equal to its Incremental Term Commitment of such Class and (ii) each Incremental Term Lender of such Class shall become a Lender hereunder with respect to the Incremental Term Commitment of such Class and the Incremental Term Loans of such Class made pursuant thereto. On any Incremental Facility Closing Date on which any Incremental Revolving Credit Commitments or Incremental Performance L/C Participation Commitments of any Class are effected through the establishment of one or more new revolving credit commitments (including through through, any Revolving Commitment Increase)) or Performance L/C Participation Commitment Increase, subject to the satisfaction of the terms and conditions in this Section 2.14, (i) each Incremental Revolving Credit Lender or Incremental Performance L/C Lender, as applicable, of such Class shall make its Commitment available to the Borrower Borrowers (or any Loan Party organized under the laws of the United States, any state thereof, thereof or the District of Columbia or any territory thereofColumbia, may be designated as a borrower in respect thereof so long as all obligors under such Incremental Facility are the same as with respect to the Loans hereunder) (when borrowed, “Incremental Revolving Credit Loans” or “Incremental Performance Letters of Credit” and collectively with Incremental Term Loans, an “Incremental Loans”) in an amount equal to its Incremental Revolving Credit Commitment or Incremental Performance L/C Participation Commitments, as applicable, of such Class and (ii) each Incremental Revolving Credit Lender or Incremental Performance L/C Lender, as applicable, of such Class shall become a Lender hereunder with respect to the Incremental Revolving Credit Commitment of such Class and the Incremental Revolving Credit Loans or Incremental Performance L/C Participation Commitment, as applicable of such Class made pursuant thereto. For the avoidance of doubt, Incremental Term Loans may have identical terms to any of the Term Loans and be treated as the same Class as any of such Term Loans.

Incremental Loans. Any Incremental Commitments effected through the establishment of one or more new revolving credit commitments or new Term Loans not in the same Facility of any existing Class of Term Loans made on an Incremental Facility Closing Date shall be designated a separate Class of Incremental Commitments for all purposes of this Agreement. On any Incremental Facility Closing Date on which any Incremental Term Commitments of any Class are effected (including through any Term Loan Increase), subject a) Subject to the satisfaction of the terms and conditions hereof, each Incremental Dollar Lender severally agrees to make loans in this Section 2.14Dollars on a revolving credit basis to the Company ("Incremental Dollar Loans") from time to time during the period from August 18, 2000 to and including the Incremental Commitment Termination Date; provided, that no Incremental Dollar Loan shall be made if, after giving effect to the making of such Loan and the simultaneous application of the proceeds thereof, (i) each Incremental Term Lender of such Class shall make a Loan to the Borrower (or any Loan Party organized under the laws sum of the United States, any state thereof, aggregate amount of the District Domestic Revolving Credit Exposure of Columbia all the Domestic Lenders and the aggregate principal amount outstanding of the Incremental Dollar Loans would exceed the Domestic Borrowing Base then in effect or any territory thereof, may be designated as a borrower in respect thereof so long as all obligors under such Incremental Facility are the same as with respect to the Loans hereunder) (an “Incremental Term Loan”) in an amount equal to its Incremental Term Commitment of such Class and (ii) the aggregate principal amount outstanding of the Incremental Dollar Loans would exceed the Incremental Dollar Credit Commitments; and provided, further, that the making of each Incremental Term Lender of such Class Dollar Loan shall become a Lender hereunder with respect be subject to the Incremental Term Commitment of such Class and the Incremental Term Loans of such Class made pursuant thereto. On any Incremental Facility Closing Date on which any Incremental Domestic Revolving Credit Commitments of any Class are effected through the establishment of one or more new revolving credit commitments , being fully utilized (including through any Revolving Commitment Increase), subject except to the satisfaction extent a portion thereof may be reasonably reserved by the Borrower to meet its expected requirements for the issuances of Letters of Credit.) Amounts borrowed under this subsection 3A.1(a) may be repaid in whole or in part and, up to but excluding the Incremental Commitment Termination Date, reborrowed, all in accordance with the terms and conditions hereof. The Incremental Dollar Loans may from time to time be (i) Eurodollar Loans, (ii) ABR Loans or (iii) a combination thereof, as determined by the Company and set forth in this Section 2.14the notice of borrowing or notice of conversion with respect thereto; provided, that (x) no Eurodollar Loan shall be made after the day that is one month prior to the Incremental Commitment Termination Date and (y) any Incremental Dollar Loans to be made on August 18, 2000 shall be made entirely as ABR Loans. (b) Subject to the terms and conditions hereof, each Incremental Sterling Lender severally agrees to make loans in Pounds Sterling on a revolving credit basis to the UK Borrower ("Incremental Sterling Loans" and, together with the Incremental Dollar Loans, the "Incremental Loans") from time to time during the period from August 18, 2000 to and including the Incremental Commitment Termination Date; provided, that no Incremental Sterling Loan shall be made if, after giving effect to the making of such Loan and the simultaneous application of the proceeds thereof, (i) each Incremental the sum of the aggregate principal amount of the UK Revolving Credit Lender Exposure of such Class shall make its Commitment available to all the Borrower (or any Loan Party organized under UK Lenders and the laws aggregate principal amount outstanding of the United States, any state thereof, Incremental Sterling Loans would exceed the District of Columbia UK Borrowing Base then in efffect or any territory thereof, may be designated as a borrower in respect thereof so long as all obligors under such Incremental Facility are the same as with respect to the Loans hereunder) (when borrowed, “Incremental Revolving Credit Loans” and collectively with Incremental Term Loans, an “Incremental Loans”) in an amount equal to its Incremental Revolving Credit Commitment of such Class and (ii) the aggregate principal amount outstanding of the Incremental Sterling Loans would exceed the Incremental Sterling Credit Commitments; and provided, further, that the making of each Incremental Sterling Loan shall be subject to the UK Revolving Credit Lender Commitments being fully utilized. Amounts borrowed under this subsection 3A.1(b) may be repaid in whole or in part and, up to but excluding the Incremental Commitment Termination Date, reborrowed, all in accordance with the terms and conditions hereof. The Incremental Sterling Loans may from time to time be (i) Domestic Sterling Loans, (ii) Sterling Base Rate Loans or (iii) a combination thereof, as determined by the UK Borrower and set forth in the notice of such Class shall become a Lender hereunder borrowing or notice of conversion with respect thereto; provided, that (x) no Domestic Sterling Loan shall be made after the day that is one month prior to the Incremental Revolving Credit Commitment of such Class Termination Date and the (y) any Incremental Revolving Credit Sterling Loans of such Class to be made pursuant thereto. For the avoidance of doubton August 18, Incremental Term Loans may have identical terms to any of the Term Loans and 2000 shall be treated made entirely as the same Class as any of such Term Sterling Base Rate Loans.

Incremental Loans. Any Incremental Term Loans or Incremental Revolving Commitments effected through the establishment of one or more new term loans or new revolving credit commitments or new Term Loans not in the same Facility of any existing Class of Term Loans commitments, as applicable, made on an Incremental Facility Closing Date (other than a Loan Increase) shall be designated a separate Class of Incremental Commitments Term Loans or Incremental Revolving Commitments, as applicable, for all purposes of this Agreement. On any Incremental Facility Closing Date on which any Incremental Term Commitments of any Class are effected (including through any Term Loan Increase), subject to the satisfaction of the terms and conditions in this Section 2.14, (i) each Incremental Term Lender of such Class shall make a Loan to the Borrower (or any Loan Party organized under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, may be designated as a borrower in respect thereof so long as all obligors under such Incremental Facility are the same as with respect to the Loans hereunder) (an ““ Incremental Term Loan”) in an amount equal to its Incremental Term Commitment of such Class and (ii) each Incremental Term Lender of such Class shall become a Lender hereunder with respect to the Incremental Term Commitment of such Class and the Incremental Term Loans of such Class made pursuant thereto. On any Incremental Facility Closing Date on which any Incremental Revolving Credit Commitments of any Class are effected through the establishment of one or more new revolving credit commitments (including through any Revolving Commitment Increase), subject to the satisfaction of the terms and conditions in this Section 2.14, (i) each Incremental Revolving Credit Lender of such Class shall make its Commitment available to the Borrower (or any Loan Party organized under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, may be designated as a borrower in respect thereof so long as all obligors under such Incremental Facility are the same as with respect to the Loans hereunder) (when borrowed, “an “ Incremental Revolving Credit LoansLoan” and collectively with any Incremental Term LoansLoan, an “Incremental LoansLoan”) in an amount equal to its Incremental Revolving Credit Commitment of such Class and (ii) each Incremental Revolving Credit Lender of such Class shall become a Lender hereunder with respect to the Incremental Revolving Credit Commitment of such Class and the Incremental Revolving Credit Loans of such Class made pursuant thereto. For the avoidance of doubt, Incremental Term Loans may have identical terms to any of the Term Loans and be treated as the same Class as any of such Term Loans.

Incremental Loans. Any Incremental Commitments effected through the establishment of The Borrower may request that one or more new revolving credit commitments or new Term Loans not incremental term loan facilities (each, an “Incremental Facility”) be added to the Facilities in the same sole and absolute discretion of the Lenders; provided, that: (i) the Lenders, in their sole and absolute discretion, shall have agreed to participate in such Incremental Facility; (ii) no Default has occurred and is continuing, or would result from any Borrowing under such Incremental Facility or from the application of the proceeds therefrom; (iii) the representations and warranties contained in each Loan Document are true and correct in all material respects on and as of the date of such request and on and as of the date of any existing Class borrowing under such Incremental Facility, before and after giving effect to such borrowing and to the application of Term Loans the proceeds therefrom, as though made on and as of such dates, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); provided, that if a representation and warranty is qualified as to materiality, with respect to such representation and warranty, the materiality qualifier set forth in this clause (c)(iii) shall be disregarded; (iv) subject to any changes acceptable to the Lenders in their sole and absolute discretion that are required to make the loans under the Incremental Facility Closing Date shall be designated a separate Class of Incremental Commitments fungible for all purposes of this Agreement. On any Incremental Facility Closing Date on which any Incremental Term Commitments of any Class are effected (including through any Term Loan Increase)U.S. tax purposes, subject to the satisfaction of the terms and conditions of the Incremental Facility shall be identical to those of the existing Facilities; (v) any such Incremental Facility shall rank pari passu in right of payment and of security with the Facilities, and no Incremental Facility shall be secured by assets other than Collateral or guaranteed by Persons other than the Guarantors; (vi) any Incremental Facility shall be pari passu in right of payment and security and will share ratably in any voluntary or mandatory prepayments (other than Scheduled Amortization Payments) of the Facilities unless the Borrower and the lenders in respect of such Incremental Facility elect lesser payments, provided that, in connection with any such prepayment, any loans made under the Incremental Facility shall be paid after the Term A Loans and the Term B Loans. Each of the parties hereto hereby agrees that, notwithstanding anything to the contrary set forth in Section 9.01, this Agreement and the other Loan Documents may be amended pursuant to an amendment executed by the Loan Parties, the Administrative Agent and the Lenders providing an Incremental Facility, without the consent of any other Lender, to the extent reasonably required to effect such amendments to this Agreement (including necessary amendments to reflect the existence of a new Incremental Facility) and the other Loan Documents as may be necessary or appropriate, in the sole and absolute opinion of the Administrative Agent and the Borrower, to effect the provisions of Section 2.142.01(b), and the Lenders hereby expressly and irrevocably, for the benefit of all parties hereto, authorize the Administrative Agent to enter into such amendment. In connection with any such amendment, the Borrower shall deliver an opinion of counsel reasonably acceptable to the Administrative Agent (i) each Incremental Term Lender of such Class shall make a Loan as to the Borrower enforceability of this Agreement (or any Loan Party organized under the laws as amended), and such of the United States, any state thereof, the District of Columbia or any territory thereof, other Loan Documents (if any) as may be designated as a borrower in respect thereof so long as all obligors under such Incremental Facility are the same as with respect to the Loans hereunder) (an “Incremental Term Loan”) in an amount equal to its Incremental Term Commitment of such Class amended thereby and (ii) as to any other customary matters reasonably requested by the Administrative Agent. (vii) The Administrative Agent and each Incremental Term Lender of such Class shall become a Lender hereunder with respect have consented (not to be unreasonably withheld or delayed) to the lenders providing such Incremental Term Commitment Facility to the extent such consent, if any, would be required under Section 9.07 for an assignment of Loans or Commitments, as applicable, to such Class and the Incremental Term Loans of such Class made pursuant thereto. On lender. (viii) Any loan amounts borrowed under any Incremental Facility Closing Date on which any Incremental Revolving Credit Commitments of any Class are effected through the establishment of one that is repaid or more new revolving credit commitments (including through any Revolving Commitment Increase), subject to the satisfaction of the terms and conditions in this Section 2.14, (i) each Incremental Revolving Credit Lender of such Class shall make its Commitment available to the Borrower (or any Loan Party organized under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, prepaid may not be designated as a borrower in respect thereof so long as all obligors under such Incremental Facility are the same as with respect to the Loans hereunder) (when borrowed, “Incremental Revolving Credit Loans” and collectively with Incremental Term Loans, an “Incremental Loans”) in an amount equal to its Incremental Revolving Credit Commitment of such Class and (ii) each Incremental Revolving Credit Lender of such Class shall become a Lender hereunder with respect to the Incremental Revolving Credit Commitment of such Class and the Incremental Revolving Credit Loans of such Class made pursuant thereto. For the avoidance of doubt, Incremental Term Loans may have identical terms to any of the Term Loans and be treated as the same Class as any of such Term Loansreborrowed.

Incremental Loans. Any Incremental Commitments effected through On the establishment of one or more new revolving credit commitments or new Term Loans not in the same Facility of any existing Class of Term Loans made on applicable date (each, an “Incremental Facility Closing Date shall be designated a separate Class of Incremental Commitments for all purposes of this Agreement. On Date”) specified in any Incremental Facility Closing Date on which any Incremental Term Commitments of any Class are effected Amendment (including through any Term Loan Increase or Revolving Commitment Increase, as applicable), subject to the satisfaction of the terms and conditions in this Section 2.142.16 and in the applicable Incremental Amendment, (i) (A) each Incremental Term Lender of such Class shall make a Loan to the Borrower (or any Loan Party organized under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, may be designated as a borrower in respect thereof so long as all obligors under such Incremental Facility are the same as with respect to the Loans hereunder) Borrowers (an “Incremental Term Loan”) in an amount equal to its Incremental Term Commitment of such Class and (iiB) each Incremental Term Lender of such Class shall become a Lender hereunder with respect to the Incremental Term Commitment of such Class and the Incremental Term Loans of such Class made pursuant thereto. On any Incremental Facility Closing Date on which any Incremental Revolving Credit Commitments of any Class are effected through the establishment of one or more new revolving credit commitments thereto and (including through any Revolving Commitment Increase), subject to the satisfaction of the terms and conditions in this Section 2.14, ii) (iA) each Incremental Revolving Credit Lender of such Class shall make its Commitment available to the Borrower (or any Loan Party organized under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, may be designated as a borrower in respect thereof so long as all obligors under such Incremental Facility are the same as with respect to the Loans hereunder) Borrowers (when borrowed, an “Incremental Revolving Credit LoansLoan” and collectively with any Incremental Term LoansLoan, an “Incremental LoansLoan”) in an amount equal to its Incremental Revolving Credit Commitment of such Class and (iiB) each Incremental Revolving Credit Lender of such Class shall become a Lender hereunder with respect to the Incremental Revolving Credit Commitment of such Class and the Incremental Revolving Credit Loans of such Class made pursuant thereto. For (c) Incremental Loan Request. Each Incremental Loan Request from the avoidance Lead Borrower pursuant to this Section 2.16 shall set forth the requested amount and proposed terms of doubt, the relevant Incremental Term Loans or Incremental Revolving Credit Commitments. Incremental Term Loans may be made, and Incremental Revolving Credit Commitments may be provided, by any existing Lender (but no existing Lender will have identical terms an obligation to make any of Incremental Commitment, nor will the Lead Borrower have any obligation to approach any existing Lender to provide any Incremental Commitment) or by any Additional Lender (each such existing Lender or Additional Lender providing such Commitment or Loan, an “Incremental Revolving Credit Lender” or “Incremental Term Lender,” as applicable, and, collectively, the “Incremental Lenders”); provided that the Administrative Agent, the Swing Line Lender and each L/C Issuer shall have consented (not to be unreasonably withheld or delayed) to such Additional Lender’s making such Incremental Term Loans and or providing such Incremental Revolving Credit Commitments, to the extent such consent, if any, would be treated required under Section 10.07(b) for an assignment of Term Loans or Revolving Credit Commitments, as the same Class as any of applicable, to such Term Loans.Lender or Additional Lender. (d)

Incremental Loans. Any At any time and from time to time, the Borrower may request that the Lenders (or other financial institutions agreed to by the Borrower and reasonably acceptable to the Administrative Agent, the consent of the Administrative Agent in respect thereof not to be unreasonably withheld) offer to enter into commitments to make additional term loans (each such loan being herein called an “Incremental Commitments effected through Loan”) under this paragraph (c). In the establishment of event that one or more new revolving credit of the Lenders (or such other financial institutions) offer, in their sole discretion, to enter into such commitments, and such Lenders (or financial institutions) and the Borrower agree as to the amount of such commitments or new Term Loans not in the same Facility of any existing Class of Term Loans made on an Incremental Facility Closing Date that shall be designated allocated to the respective Lenders (or financial institutions) making such offers and the fees (if any) to be payable by the Borrower in connection therewith, such Lenders (or financial institutions) shall become obligated to make Incremental Loans under this Agreement in an amount equal to the amount of their respective Incremental Loan Commitments (and such financial institutions shall become “Incremental Loan Lenders” hereunder). The Borrower, such Lenders (or financial institutions) and the Administrative Agent shall enter into an agreement (each such agreement being herein called an “Incremental Loan Amendment”) in form and substance satisfactory to the Administrative Agent. The Incremental Loans to be made pursuant to any Incremental Loan Amendment between the Borrower and one or more Lenders (including any such new Lenders) in response to any such request by the Borrower shall be deemed to be a separate Class “Series” of Incremental Commitments Loans for all purposes of this Agreement. On Nothing contained in this Agreement shall be construed to obligate any Lender to provide any Incremental Facility Closing Date on which Loan Commitment or to obligate the Borrower to request an Incremental Loan Commitment from any Lender. Incremental Term Loans will share in the Collateral under the Security Documents and the guarantees under the Guarantee Agreements to the same extent as each other Loan. Anything herein to the contrary notwithstanding, the following additional provisions shall be applicable to Incremental Loans: (i) the aggregate number of separate Series of Incremental Loans pursuant to all such requests hereunder shall not exceed five, and the minimum aggregate principal amount of Incremental Loan Commitments of any Class are effected Series entered into pursuant to any single such request (and, accordingly, the minimum aggregate principal amount of Incremental Loans of such Series) shall be at least equal to $1,000,000; (ii) the aggregate principal amount of all Incremental Loan Commitments and all outstanding Series of Incremental Loans (including any increase in Term Loans as provided in clause (v) below) shall not exceed $100,000,000 (and once such limit is reached, no further Incremental Loan Commitments may be established hereunder notwithstanding that the aggregate principal amount of outstanding Incremental Loans shall have subsequently been reduced below such limit); (iii) the maturity date for the Incremental Loans of any Series as specified in the Incremental Loan Amendment for such Series shall not be earlier than the Term Maturity Date; (iv) no scheduled payments or repayments of principal of the Incremental Loans of any Series shall be required prior to the Term Maturity Date (but Incremental Loans shall be entitled to participate, to the extent provided in Section 2.11, in voluntary and mandatory prepayments on the same basis as existing Term Loans); (v) any Series of Incremental Loans may be effected through an increase in the Term Loans, in which case (w) any Incremental Loan Lender not already a Term Lender hereunder shall become a Term Lender, (x) anything in Section 2.18(c) to the contrary notwithstanding, the initial Term Loans made under the respective Incremental Loan IncreaseAmendment shall be made solely by the Incremental Loan Lenders executing such Incremental Loan Amendment (but thereafter the provisions of Section 2.18(c) shall be applicable), (y) the initial Term Loans made under such Incremental Loan Amendment shall be either ABR Loans or Eurodollar Loans with an Interest Period ending on the last day of the earliest expiring then-outstanding Interest Period for Term Loans (so long as the same is at least one month after the date such Incremental Loans are made) and (z) as promptly as practicable following the making of such Incremental Loans (but in any event not later than the last day of such earliest-expiring then-outstanding Interest Period for Term Loans), such Incremental Loans shall be coordinated with all other Term Loans so that all outstanding Term Loans (including the portion thereof represented by Incremental Loans) of each Type are allocated ratably among the Term Lenders (including any Incremental Loan Lenders that have become Term Lenders) as required by Section 2.18(c); and (vi) the Applicable Rate with respect to Terms Loans (including any Incremental Loans deemed an increase to the Term Loans) that are in existence on the date of each request for an Incremental Loan pursuant to this Section 2.01(c) may be increased pursuant to ▇▇▇▇-to-market procedures set forth at the end of the definition of Applicable Rate. Following the acceptance by the Borrower of the offers made by any one or more Lenders to make any Series of Incremental Loans pursuant to the foregoing provisions of this paragraph (c), each Incremental Loan Lender in respect of such Series of Incremental Loans severally agrees, subject to the satisfaction terms and conditions set forth herein, to make such Incremental Loans to the Borrower during the period from and including the date of such acceptance to and including the commitment termination date specified in the Incremental Loan Amendment entered into with respect to such Series in an aggregate principal amount up to but not exceeding the amount of the Incremental Loan Commitment of such Incremental Loan Lender in respect of such Series as in effect from time to time. Thereafter, subject to the terms and conditions in of this Section 2.14Agreement, (i) each Incremental Term Lender of such Class shall make a Loan to the Borrower (or any Loan Party organized under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, may be designated as a borrower in respect thereof so long as all obligors under such convert Incremental Facility are the same as with respect to the Loans hereunder) (an “Incremental Term Loan”) in an amount equal to its Incremental Term Commitment of such Class and (ii) each Incremental Term Lender of such Class shall become a Lender hereunder with respect to the Incremental Term Commitment of such Class and the Incremental Term Loans of such Class made pursuant thereto. On any Incremental Facility Closing Date on which any Incremental Revolving Credit Commitments of any Class are effected through the establishment Series of one or more new revolving credit commitments (including through any Revolving Commitment Increase), subject to the satisfaction of the terms and conditions in this Section 2.14, (i) each Type into Incremental Revolving Credit Lender of such Class shall make its Commitment available to the Borrower (or any Loan Party organized under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, may be designated as a borrower in respect thereof so long as all obligors under such Incremental Facility are the same as with respect to the Loans hereunder) (when borrowed, “Incremental Revolving Credit Loans” and collectively with Incremental Term Loans, an “Incremental Loans”) in an amount equal to its Incremental Revolving Credit Commitment of such Class and (ii) each Incremental Revolving Credit Lender of such Class shall become a Lender hereunder with respect to the Incremental Revolving Credit Commitment of such Class and the Incremental Revolving Credit Loans of such Class made pursuant thereto. For the avoidance Series of doubt, another Type (as provided in Section 2.07) or continue Incremental Term Loans may have identical terms to any of such Series of one Type as Incremental Loans of such Series of the Term same Type (as provided in Section 2.07). Incremental Loans and of any Series that are prepaid may not be treated reborrowed as Incremental Loans of the same Class as Series. Proceeds of Incremental Loans shall be available for any use permitted under the applicable provisions of such Term LoansSection 5.11.

Incremental Loans. Any (a) Each Incremental Commitments effected through Lender hereby agrees, severally and not jointly, to make an Incremental Term Loan to the establishment of one or more new revolving credit commitments or new Borrower on the Incremental Amendment Effective Date in Dollars in an aggregate principal amount equal to the amount set forth opposite such Incremental Lender’s name on Schedule I attached hereto (each, an “Incremental Term Commitment” and, collectively, the “Incremental Term Commitments”), on the terms set forth herein and in the Credit Agreement (as amended hereby), and subject to the conditions set forth herein. The Incremental Term Loans not shall be deemed to be “Initial Term Loans” and “Term Loans” as defined in the same Facility of any existing Class of Term Loans made on an Incremental Facility Closing Date shall be designated a separate Class of Incremental Commitments Credit Agreement (as amended hereby) for all purposes of this Agreement. On any the Loan Documents having terms and provisions identical to those applicable to the Initial Term Loans outstanding immediately prior to the Incremental Facility Closing Amendment Effective Date on which any (the “Existing Term Loans”). (b) The Incremental Term Commitments Loans shall be made as a single borrowing, with an initial Interest Period that commences on the Incremental Amendment Effective Date and ends on the last day of any Class are effected (including through any Term Loan Increase), subject the Interest Period applicable to the satisfaction of Existing Term Loans on the terms and conditions in this Section 2.14, (i) each Incremental Term Lender of Amendment Effective Date. During such Class shall make a Loan to the Borrower (or any Loan Party organized under the laws of the United States, any state thereofinitial Interest Period, the District of Columbia or any territory thereof, may be designated as a borrower in respect thereof so long as all obligors under such Incremental Facility are the same as with respect to the Loans hereunder) (an “Incremental Term Loan”) in an amount equal to its Incremental Term Commitment of such Class and (ii) each Incremental Term Lender of such Class shall become a Lender hereunder with respect Eurocurrency Rate applicable to the Incremental Term Commitment Loans shall be the same Eurocurrency Rate applicable for the Existing Term Loans as of such Class the Incremental Amendment Effective Date. Notwithstanding anything to the contrary contained herein or in the Credit Agreement, from and after the Incremental Amendment Effective Date, the Existing Term Loans and the Incremental Term Loans shall constitute a single Class and a single borrowing of such Class made pursuant thereto. On any Incremental Facility Closing Date on which any Incremental Revolving Initial Term Loans for all purposes under the Credit Commitments of any Class are effected through Agreement (as amended hereby). (c) Unless previously terminated, the establishment of one or more new revolving credit commitments (including through any Revolving Commitment Increase), subject to the satisfaction of the terms and conditions in this Incremental Lenders pursuant to Section 2.14, 2(a) shall terminate upon the making of the Incremental Term Loans on the Incremental Amendment Effective Date. (d) Each Incremental Lender (i) each Incremental Revolving confirms that a copy of the Credit Lender Agreement and the other applicable Loan Documents, together with copies of the financial statements referred to therein and such Class shall other documents and information as it has deemed appropriate to make its Commitment own credit analysis and decision to enter into this Amendment and make an Incremental Term Loan, have been made available to such Incremental Lender; (ii) agrees that it will, independently and without reliance upon the Borrower Agent, ▇▇▇▇▇▇▇ Sachs Lending Partners LLC (or any Loan Party organized under the laws of the United States“▇▇▇▇▇▇▇ ▇▇▇▇▇”), any state thereof▇▇▇▇▇▇▇ Lynch, the District of Columbia or any territory thereofPierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“MLPFS”), JPMorgan Chase Bank, N.A. (“JPMorgan”; provided JPMorgan may be designated perform its responsibilities in such capacity through its affiliate ▇.▇. ▇▇▇▇▇▇ Securities LLC), SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. (“STRH”, together with ▇▇▇▇▇▇▇ ▇▇▇▇▇, MLPFS and JPMorgan, each in its capacity as a borrower in respect thereof so long as all obligors under such Incremental Facility are the same as joint lead arranger and bookrunner with respect to this Amendment, the Loans hereunder) (when borrowed, “Incremental Revolving Credit LoansAmendment Lead Arrangers”), Citizens Bank, N.A. (“Citizens”), ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & Company, Incorporated (“Stifel”), KeyBanc Capital Markets Inc. (“KeyBanc”), Macquarie Capital (USA) Inc. (“Macquarie”), ▇▇▇▇▇▇▇ & Company, LLC (“▇▇▇▇▇▇▇”), ▇▇▇▇▇▇▇▇▇▇▇ & Co. Inc. (“Oppenheimer”), ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Associates (“▇▇▇▇▇▇▇ ▇▇▇▇▇”) and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ & Co. Incorporated (“Baird” and collectively with Incremental Term LoansCitizens, an “Incremental Loans”) Stifel, KeyBanc, Macquarie, ▇▇▇▇▇▇▇, Oppenheimer and ▇▇▇▇▇▇▇ ▇▇▇▇▇, each in an amount equal to its Incremental Revolving Credit Commitment of such Class and (ii) each Incremental Revolving Credit Lender of such Class shall become capacity as a Lender hereunder co-manager with respect to this Amendment the “Incremental Amendment Co-Managers”; the Incremental Revolving Amendment Co-Managers, together with the Incremental Amendment Lead Arrangers, the “Incremental Amendment Arrangers”), or any other Lender or agent 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 Commitment of Agreement or the other applicable Loan Documents, including this Amendment; (iii) appoints and authorizes the Agent to take such Class action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to the Agent by the terms thereof, together with such powers as are reasonably incidental thereto; and (iv) acknowledges and agrees that upon the Incremental Revolving Amendment Effective Date such Incremental Lender shall be a “Lender”, “Initial Term Lender” and an “New Term Loan Lender” under, and for all purposes of, the Credit Loans Agreement and the other Loan Documents, and shall be subject to and bound by the terms thereof, and shall perform all the obligations of such Class made pursuant thereto. For the avoidance and shall have all rights of doubt, a Lender and an Incremental Term Loans may have identical terms to any of the Term Loans and be treated as the same Class as any of such Term LoansLender thereunder.

Incremental Loans. Any Incremental Commitments Term Loans (other than Term Loan Increases) effected through the establishment of one or more new revolving credit commitments or new Term Loans not in the same Facility of any existing Class of Term Loans made on an Incremental Facility Closing Date shall be designated a separate Class of Incremental Commitments Term Loans for all purposes of this Agreement. On any Incremental Facility Closing Date on which any Incremental Term Loan Commitments of any Class are effected (including through any Term Loan Increase), subject to the satisfaction (or waiver) of the terms and conditions in this Section 2.142.23, (i) each Incremental Term Loan Lender of such Class shall make a Loan to the Borrower (or any Loan Party organized under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, may be designated as a borrower in respect thereof so long as all obligors under such Incremental Facility are the same as with respect to the Loans hereunder) (an “Incremental Term Loan”) in an amount equal to its Incremental Term Loan Commitment of such Class and (ii) each Incremental Term Loan Lender of such Class shall become a Lender hereunder with respect to the Incremental Term Loan Commitment of such Class and the Incremental Term Loans of such Class made pursuant thereto. On any Incremental Facility Closing Date on which any Incremental Revolving Credit Commitments of any Class are effected through the establishment of one or more new revolving credit commitments (including through any Revolving Loan Commitment Increase)is effected, subject to the satisfaction (or waiver) of the terms and conditions in this Section 2.142.23, (i) each Incremental Revolving Credit Lender of such Class shall make its Commitment available to the Borrower (or any Loan Party organized under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, may be designated as a borrower in respect thereof so long as all obligors under such Incremental Facility are the same as with respect to the Loans hereunder) (when borrowed, an “Incremental Revolving Credit LoansLoan” and collectively with any Incremental Term LoansLoan, an “Incremental LoansLoan”) in an amount equal to its Incremental Revolving Credit Loan Commitment of such Class and (ii) each Incremental Revolving Credit Lender of such Class shall become a Lender hereunder with respect to the its Incremental Revolving Credit Loan Commitment of such Class and the Incremental Revolving Credit Loans of such Class made pursuant thereto. For Notwithstanding the avoidance of doubtforegoing, Incremental Term Loans may have identical terms to any of the Term Loans and be treated as the same Class as any of such Term Loans.

Incremental Loans. Any In addition to Borrowings of Revolving Credit Loans and Term Loans pursuant to paragraphs (a), (b) and (c) above, at any time and from time to time, the Borrower may request that the Lenders offer to enter into commitments to make additional term loans (each such loan being herein called an "Incremental Commitments effected through Loan") under this paragraph (d). In the establishment of event that one or more new revolving credit of the Lenders offer, in their sole discretion, to enter into such commitments, and such Lenders and the Borrower agree as to the amount of such commitments or new Term Loans not in the same Facility of any existing Class of Term Loans made on an Incremental Facility Closing Date that shall be designated allocated to the respective Lenders making such offers and the fees (if any) to be payable by the Borrower in connection therewith, such Lenders shall become obligated to make Incremental Loans under this Agreement in an amount equal to the amount of their respective Incremental Loan Commitments. The Incremental Loans to be made pursuant to any such agreement between the Borrower and one or more Lenders in response to any such request by the Borrower shall be deemed to be a separate Class "Series" of Incremental Commitments Loans for all purposes of this Agreement. On Anything herein to the contrary notwithstanding, (i) the minimum aggregate principal amount of Incremental Loan Commitments entered into pursuant to any Incremental Facility Closing Date on which any Incremental Term Commitments such request (and, accordingly, the minimum aggregate principal amount of any Class are effected Series of Incremental Loans) shall be $10,000,000 and (ii) the aggregate principal amount of all Incremental Loan Commitments and all outstanding Series of Incremental Loans shall not exceed $750,000,000. Following the acceptance by the Borrower of the offers made by any one or more Lenders to make any Series of Incremental Loans pursuant to the foregoing provisions of this paragraph (d), each Incremental Loan Lender in respect of such Series of Incremental Loans severally agrees, on the terms and conditions of this Agreement, to make such Incremental Loans to the Borrower during the period from and including through any Term the date of such acceptance to and including the commitment termination date specified in the agreement entered into with respect to such Series in an aggregate principal amount up to but not exceeding the amount of the Incremental Loan Increase)Commitment of such Incremental Loan Lender in respect of such Series as in effect from time to time. Thereafter, subject to the satisfaction of the terms and conditions in of this Section 2.14Agreement, (i) each Incremental Term Lender of such Class shall make a Loan to the Borrower (or any Loan Party organized under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, may be designated as a borrower in respect thereof so long as all obligors under such convert Incremental Facility are the same as with respect to the Loans hereunder) (an “Incremental Term Loan”) in an amount equal to its Incremental Term Commitment of such Class and (ii) each Incremental Term Lender of such Class shall become a Lender hereunder with respect to the Incremental Term Commitment of such Class and the Incremental Term Loans of such Class made pursuant thereto. On any Incremental Facility Closing Date on which any Incremental Revolving Credit Commitments of any Class are effected through the establishment Series of one or more new revolving credit commitments (including through any Revolving Commitment Increase), subject to the satisfaction of the terms and conditions in this Section 2.14, (i) each Type into Incremental Revolving Credit Lender of such Class shall make its Commitment available to the Borrower (or any Loan Party organized under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, may be designated as a borrower in respect thereof so long as all obligors under such Incremental Facility are the same as with respect to the Loans hereunder) (when borrowed, “Incremental Revolving Credit Loans” and collectively with Incremental Term Loans, an “Incremental Loans”) in an amount equal to its Incremental Revolving Credit Commitment of such Class and (ii) each Incremental Revolving Credit Lender of such Class shall become a Lender hereunder with respect to the Incremental Revolving Credit Commitment of such Class and the Incremental Revolving Credit Loans of such Class made pursuant thereto. For the avoidance Series of doubt, another Type (as provided in Section 2.06) or continue Incremental Term Loans may have identical terms to any of such Series of one Type as Incremental Loans of such Series of the Term same Type (as provided in Section 2.06). Incremental Loans and of any Series that are prepaid may not be treated reborrowed as Incremental Loans of the same Class as Series. Proceeds of Incremental Loans shall be available for any use permitted under the applicable provisions of such Term LoansSection 6.09."

Incremental Loans. Any Incremental Commitments effected through the establishment of (a) The Borrower and one or more new of the Lenders (or any other Person which shall become a Lender with the consent of the Administrative Agent for the purpose of providing an Incremental Loan Commitment) may, at any time and from time to time during the term of this Agreement, agree that such Lender shall become an Incremental Lender with an Incremental Loan Commitment by executing and delivering to the Administrative Agent an Incremental Loan Amendment (in form satisfactory to the Administrative Agent), specifying (i) whether such Incremental Loan Commitment shall be comprised of a commitment to make revolving credit commitments loans (each an “Incremental Revolving Loan”) or new term loans (each an “Incremental Term Loans not in Loan”), (ii) the same Facility Type and amount of any existing Class such Incremental Loan Commitment of such Lender, (iii) with respect to an Incremental Revolving Commitment, the period of availability thereof and the Incremental Revolving Termination Date therefor, (iv) with respect to an Incremental Term Loan Commitment, the date(s) on which the Incremental Term Loan(s) shall be available to be made thereunder, the Incremental Term Loan Maturity Date therefor and the Incremental Term Loan Principal Payment Dates thereof (if any), (v) the applicable interest rate margin that will apply to Incremental Loans made on an under such Incremental Facility Closing Date Loan Commitment, (vi) whether such Incremental Loan Commitment shall be designated denominated in Dollars or Euros and (vii) the rate of the commitment fee, if any, payable by the Borrower in respect of such Incremental Loan Commitment, and otherwise duly completed. Nothing in this Agreement shall be construed to obligate any Lender to provide any Incremental Loan Commitment. The Incremental Loans to be made pursuant to any such agreement between the Borrower and one or more Persons in response to any such request by the Borrower shall each be deemed to be a separate Class “Series” of Incremental Commitments Loans for all purposes of this Agreement. On , and in any case an Incremental Revolving Commitment and an Incremental Term Loan Commitment provided pursuant to the same Incremental Loan Amendment shall be deemed to be separate Series of Incremental Loan Commitments. (b) Anything herein to the contrary notwithstanding, the following additional provisions shall be applicable to the Incremental Loan Commitments and Incremental Loans: (i) the minimum aggregate amount of Incremental Loan Commitments of any Series entered into pursuant to any such request (and, accordingly, the minimum aggregate principal amount of Incremental Loans of such Series) shall be $25,000,000; (ii) in the case of any Incremental Facility Closing Revolving Commitments and related Incremental Revolving Loans of any Series, (x) the Incremental Revolving Termination Date on which thereof shall not be earlier than the Revolving Termination Date and (y) such Incremental Revolving Loans shall have no scheduled amortization or mandatory commitment reduction prior to the Revolving Termination Date (but such commitment termination and (if any) amortization or mandatory commitment reduction may be accelerated pursuant to Section 2.13(a)); (iii) in the case of any Incremental Term Commitments and related Incremental Term Loans of any Class are effected (including through any Term Loan Increase), subject to the satisfaction of the terms and conditions in this Section 2.14Series, (ix) each Incremental Term Lender of such Class shall make a Loan to the Borrower (or any Loan Party organized under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, may be designated as a borrower in respect thereof so long as all obligors under such Incremental Facility are the same as with respect to the Loans hereunder) (an “Incremental Term Loan”) in an amount equal to its Incremental Term Commitment of such Class and (ii) each Incremental Term Lender of such Class shall become a Lender hereunder with respect to the Incremental Term Commitment Loan Maturity Date thereof Incremental Term Loans of such Class any Series shall not be earlier than the Term Maturity Date and (y) the average life to maturity of the Incremental Term Loans of any Series shall not be shorter than the average life to maturity of the Term Loans (but such Class made maturity date and amortization may be accelerated pursuant thereto. On any Incremental Facility Closing Date on which to Section 2.13(a)); (iv) the interest rate margins applicable to any Incremental Revolving Credit Commitments Loans or any Incremental Term Loans shall not be more than 0.25% higher than the corresponding Applicable Margins for the Revolving Loans or Term Loans, respectively, unless the Applicable Margins with respect to such Revolving Loans or Term Loans, as the case may be, are increased to an amount equal to the difference between the interest rate margins with respect to such Incremental Loans and the corresponding Applicable Margins for such Revolving Loans or Term Loans minus 0.25%; and (v) the Administrative Agent shall have received satisfactory evidence prior to the execution and delivery of any Class are effected through the establishment relevant Incremental Loan Amendment that each Incremental Facility (and the Incremental Loans to be made thereunder) shall not result in a downgrading of the ratings issued by S&P and M▇▇▇▇’▇ of the Revolving Facility and the Term Facility to a level below such ratings in effect on the Closing Date. Following execution and delivery by the Borrower, one or more new revolving credit commitments (including through any Revolving Commitment Increase)Incremental Lenders and the Administrative Agent as provided above of an Incremental Loan Amendment then, subject to the satisfaction of the terms and conditions in this Section 2.14, (i) each Incremental Revolving Credit Lender of such Class shall make its Commitment available to the Borrower (or any Loan Party organized under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, may be designated as a borrower in respect thereof so long as all obligors under such Incremental Facility are the same as with respect to the Loans hereunder) (when borrowed, “Incremental Revolving Credit Loans” and collectively with Incremental Term Loans, an “Incremental Loans”) in an amount equal to its Incremental Revolving Credit Commitment of such Class and (ii) each Incremental Revolving Credit Lender of such Class shall become a Lender hereunder with respect to the Incremental Revolving Credit Commitment of such Class and the Incremental Revolving Credit Loans of such Class made pursuant thereto. For the avoidance of doubt, Incremental Term Loans may have identical terms to any of the Term Loans and be treated as the same Class as any of such Term Loans.set forth herein:

Incremental Loans. Any Incremental Commitments effected through the establishment of The Borrower and one or more new of the Lenders (or any other Person which shall become a Lender with the consent of the Administrative Agent (such consent not to be unreasonably withheld) for the purpose of providing an Incremental Loan Commitment) may, at any time and from time to time during the term of this Agreement, agree that such Lender shall become an Incremental Lender with an Incremental Loan Commitment by executing and delivering to the Administrative Agent an Incremental Loan Amendment (in form reasonably satisfactory to the Administrative Agent), specifying (i) whether such Incremental Loan Commitment shall be comprised of a commitment to make revolving credit commitments loans (each an "INCREMENTAL REVOLVING CREDIT LOAN") or new term loans (each an "INCREMENTAL TERM LOAN"), (ii) the Type and amount of such Incremental Loan Commitment of such Lender, (iii) with respect to an Incremental Revolving Credit Commitment, the period of availability thereof and the Incremental Revolving Credit Commitment Termination Date therefor, (iv) with respect to an Incremental Term Loan Commitment, the date(s) on which such Incremental Term Loans not in shall be available to be made, the same Facility of any existing Class of Incremental Term Loan Maturity Date therefor and the Incremental Term Loan Principal Payment Dates thereof (if any), (v) the applicable interest rate margin that will apply to Incremental Loans made on an under such Incremental Facility Closing Date Loan Commitment, and (vi) the rate of the commitment fee, if any, payable by the Borrower in respect of such Incremental Loan Commitment, and otherwise duly completed. Nothing in this Agreement shall be designated construed to obligate any Lender to provide any Incremental Loan Commitment. The Incremental Loans to be made pursuant to any such agreement between the Borrower and one or more Persons in response to any such request by the Borrower shall each be deemed to be a separate Class "SERIES" of Incremental Commitments Loans for all purposes of this Agreement. On , and in any case an Incremental Facility Closing Date on which any Revolving Credit Commitment and an Incremental Term Commitments of any Class are effected (including through any Term Loan Increase), subject Commitment provided pursuant to the satisfaction same CREDIT AGREEMENT Incremental Loan Amendment shall be deemed to be separate Series of Incremental Loan Commitments. Anything herein to the terms contrary notwithstanding, the following additional provisions shall be applicable to the Incremental Loan Commitments and conditions in this Section 2.14, Incremental Loans: (i) each Incremental Term Lender of such Class shall make a Loan to the Borrower (or any Loan Party organized under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, may be designated as a borrower in respect thereof so long as all obligors under such Incremental Facility are the same as with respect to the Loans hereunder) (an “Incremental Term Loan”) in an amount equal to its Incremental Term Commitment of such Class and (ii) each Incremental Term Lender of such Class shall become a Lender hereunder with respect to the Incremental Term Revolving Credit Commitment Termination Date of such Class and the Incremental Term Loans of such Class made pursuant thereto. On any Incremental Facility Closing Date on which any Incremental Revolving Credit Commitments of any Class are effected through Series and the establishment Incremental Term Loan Maturity Date of Incremental Term Loans of any Series shall not be earlier than the Tranche B Term Loan Maturity Date, and (ii) the Average Life to Maturity of the Incremental Term Loans of any Series shall not be shorter than the remaining Average Life to Maturity of the Tranche A Term Loans. Following execution and delivery by the Borrower, one or more new revolving credit commitments (including through any Revolving Commitment Increase)Incremental Lenders and the Administrative Agent as provided above of an Incremental Loan Amendment then, subject to the satisfaction of the terms and conditions in this Section 2.14, (i) each Incremental Revolving Credit Lender of such Class shall make its Commitment available to the Borrower (or any Loan Party organized under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, may be designated as a borrower in respect thereof so long as all obligors under such Incremental Facility are the same as with respect to the Loans hereunder) (when borrowed, “Incremental Revolving Credit Loans” and collectively with Incremental Term Loans, an “Incremental Loans”) in an amount equal to its Incremental Revolving Credit Commitment of such Class and (ii) each Incremental Revolving Credit Lender of such Class shall become a Lender hereunder with respect to the Incremental Revolving Credit Commitment of such Class and the Incremental Revolving Credit Loans of such Class made pursuant thereto. For the avoidance of doubt, Incremental Term Loans may have identical terms to any of the Term Loans and be treated as the same Class as any of such Term Loans.set forth herein: