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 (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 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 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 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 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 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 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 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 ‎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 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 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 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, 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 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 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 (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 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 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 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 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 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 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. 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 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. (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 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 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 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 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 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 (a) The Borrower may by written notice to the Administrative Agent elect to request the establishment of one or more new term loan or revolving credit commitments (the “New Commitments”) hereunder, in an aggregate amount for all such New Commitments not in excess of the Maximum Incremental Facilities Amount. Each such notice shall specify the date (each, an “Increased Amount Date”) on which the Borrower proposes that the New Commitments shall be effective, which date shall be reasonably acceptable to the Administrative Agent; provided that any Lender offered or new approached to provide all or a portion of any New Commitments may elect or decline, in its sole discretion, to provide such New Commitments. Such New Commitments shall become effective as of such Increased Amount Date; provided that (i) no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such New Commitments and to the making of any Tranche of New Loans pursuant thereto and after giving effect to any Permitted Acquisition or similar Investment consummated in connection therewith (provided, however, that, if the proceeds of any New Loans shall be used for a Permitted Acquisition, the Lenders providing such New Loans may waive any such Default or Event of Default existing on the applicable Increased Amount Date); (ii) the proceeds of any New Loans shall be used for general corporate purposes of the Borrower and its Subsidiaries (including, without limitation, Permitted Acquisitions and Investments permitted under Section 7.7 and prepayments or refinancing of Permitted Other Indebtedness); (iii) the New Loans shall share ratably in the Collateral; (iv) no Lender shall be obligated to provide any portion of any New Commitment; (v) the New Loans that are term loans (“New Term Loans”) shall share ratably or less in any mandatory prepayments of the existing Term Loans; (vi) in the case of any New Term Loans, the maturity date thereof shall not be earlier than the Term B2 Maturity Date and the weighted average life to maturity shall be equal to or greater than the weighted average life to maturity of Term B2 Loans; (vii) in the case of any New Loans that are revolving loans or commitments (“New Revolving Loans”) the maturity date or commitment termination date thereof shall not be earlier than the Revolving Termination Date and such New Revolving Loans shall not require any scheduled commitment reductions prior to the Revolving Termination Date; (viii) the New Revolving Loans shall share ratably or less in any mandatory prepayments of the existing Revolving Loans; (ix) all terms and documentation with respect to any New Loans which differ from those with respect to the Loans under the applicable Facility shall be reasonably satisfactory to the Administrative Agent (except to the extent permitted by clauses (vi) and (vii) above and the last sentence of this paragraph); (x) such New Loans or New Commitments shall be effected pursuant to one or more Joinder Agreements executed and delivered by the Borrower, the Administrative Agent and one or more New Lenders; (xi) with respect to any Mortgages that exist at the time of such New Loans, modifications to such Mortgages may be recorded and the Borrower shall deliver or cause to be delivered any title endorsements reasonably requested by Administrative Agent; (xii) the Borrower shall deliver or cause to be delivered any customary legal opinions, including legal opinions from local counsel with respect to any mortgage modifications, or other documents reasonably requested by Administrative Agent in connection with any such transaction, including any supplements or amendments to the Security Documents providing for such New Loans to be secured thereby; (xiii) with respect to any New Term Loans incurred on or prior to the date that is 18 months after the Closing Date, if the All-In Yield relating to the New Term Loans exceeds the All-In Yield then in effect with respect to the Term B2 Loans by more than 50 basis points the Applicable Margin relating to (x) the existing Term B2 Loans shall be adjusted so that the All-In Yield relating to such New Term Loans does not in exceed the same Facility All-In Yield applicable to the existing Term B2 Loans by more than 50 basis points (the amount of any such adjustment, the “MFN Adjustment”) and (y) the All-In Yield applicable to the existing Class Term B1 Loans shall be adjusted by an amount equal to the MFN Adjustment; (xiv) there shall be no borrower (other than the Borrower) and no guarantors (other than the Guarantors) in respect of Term such New Loans; and (xv) the New Loans shall not be secured by any asset of the Borrower and its subsidiaries other than the Collateral. Any New Loans made on an Incremental Facility Closing Increased Amount Date that have terms and provisions that differ from those of the Term Loans or Revolving Loans, as applicable, outstanding on the date on which such New Loans are made shall be designated as a separate Class tranche (a “Tranche”) of Incremental Commitments Term Loans or Revolving Loans, as applicable, for all purposes of this Agreement, except as the relevant Joinder Agreement otherwise provides. For the avoidance of doubt, the rate of interest and the amortization schedule (if applicable) of any New Commitments shall be determined by the Borrower and the applicable New Lenders and shall be set forth in the applicable Joinder Agreement. (b) On any Incremental Facility Closing Increased Amount Date on which any Incremental Term Commitments of any Class are effected (including through any Term Loan Increase)New Commitment become effective, subject to the satisfaction of the foregoing terms and conditions in this Section 2.14conditions, each lender with a New Commitment (i) each Incremental Term Lender of such Class shall make each, 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 LoanNew Lender”) 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 such New Commitment. (c) The terms and provisions of 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 New Commitments of any Class are effected through Tranche shall be, except as otherwise set forth in the establishment of one or more new revolving credit commitments (including through any Revolving Commitment Increase)relevant Joinder Agreement, subject identical to the satisfaction those of the terms applicable Loans and conditions in for purposes of 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 StatesAgreement, any state thereof, the District of Columbia New Loans or any territory thereof, may New Commitments shall be designated as a borrower in respect thereof so long as all obligors under such Incremental Facility are the same as with respect deemed to the Loans hereunder) (when borrowed, “Incremental Revolving Credit Loans” and collectively with Incremental be Term Loans, an “Incremental Loans”) in an amount equal Revolving Loans or Revolving Commitments, as applicable. Each Joinder Agreement may, without the consent of any other Lenders, effect such amendments 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 this Agreement and the Incremental Revolving Credit Loans of such Class made pursuant thereto. For other Loan Documents as may be necessary or appropriate, in the avoidance of doubt, Incremental Term Loans may have identical terms to any opinion of the Term Loans and be treated as Administrative Agent, to effect the same Class as any provisions of such Term Loansthis Section 2.25.

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 Subject to the satisfaction of the conditions set forth in Section 5, on and as of the Ninth Amendment Closing Date, immediately after the consummation of the transactions described in clause (a) above, pursuant to Section 2.14 of the Term Credit Agreement: (i) The 2024 Incremental Lender hereby agrees to provide to the Borrower its 2024 Incremental Commitment set forth opposite its name under the heading “2024 Incremental Commitment” on Schedule 1 to this Ninth Amendment. The full amount of the 2024 Incremental Loans shall be drawn by the Borrower in a single drawing on the Ninth Amendment Closing Date and amounts paid or prepaid in respect of the 2024 Incremental Loans may not be reborrowed. The 2024 Incremental Loans (x) shall be made pursuant to (and form part of) the existing Class of 2024 Extended Term Loans and (y) shall be subject to the interest rates (including Applicable Rates), amortization, voluntary prepayment terms and conditions mandatory prepayment terms applicable to the 2024 Extended Term Loans as set forth in the Credit Agreement (as amended by this Ninth Amendment). The 2024 Incremental Term Loans shall be subject to scheduled amortization set forth in the Credit Agreement (as amended by this Ninth Amendment) and with the remaining outstanding principal amount due and payable in full on the Maturity Date for the existing 2024 Extended Term Loans. (ii) The 2024 Incremental Lender, the Administrative Agent and the Loan Parties party hereto agree that this Ninth Amendment shall constitute an Incremental Amendment pursuant to and in accordance with Section 2.142.14(f) of the Term Credit Agreement. (iii) Immediately upon the incurrence of the 2024 Incremental Loans on the Ninth Amendment Closing Date, (i) each the 2024 Incremental Term Lender Loans shall be added to (and form part of) each Borrowing of such Class shall make a Loan existing 2024 Extended Term Loans outstanding under the Credit Agreement immediately after the consummation of the transactions described in clause (a) above but prior to the Borrower (or any Loan Party organized under the laws consummation of the United Statestransactions described in this clause (b) on a pro rata basis (based on the relative sizes of the various outstanding Borrowings), any state thereof, the District so that each Lender with outstanding 2024 Extended Term Loans (including each 2024 Incremental Lender with outstanding 2024 Incremental Loans) will participate proportionately in each then outstanding Borrowing 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 2024 Extended Term Loans with the same Interest Period as with respect to the Loans hereunder) (an “Incremental existing 2024 Extended Term Loan”) in an amount equal to its Incremental Term Commitment of such Class and Loans, (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 2024 Incremental Term Loans shall constitute a single Class 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 Term Loans with the establishment of one or more new revolving credit commitments 2024 Extended Term Loans (including through any Revolving Commitment Increaseand shall be fully fungible with the existing 2024 Extended Term Loans), (iii) the 2024 Incremental Term Loans shall constitute “2024 Extended Term Loans” for all purposes under, and 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 thereofprovisions of, the District of Columbia or any territory thereofLoan Documents, 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 (iiiv) 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, 2024 Incremental Term Loans may have shall be secured by the same Collateral and guarantied on identical terms as the existing 2024 Extended Term Loans in each case pursuant to any the respective Loan Documents. (iv) The 2024 Incremental Commitment of the 2024 Incremental Lender shall automatically terminate upon the funding of the 2024 Incremental Loans on the Ninth Amendment Closing Date. (v) The proceeds of the 2024 Incremental Loans shall be used by the Borrower to fund the 2024 Refinancing. (vi) The Borrower hereby designates that the full principal amount of 2024 Incremental Loans is being incurred in reliance on clause (d)(iii)(A) of Section 2.14 of the Term Loans and be treated as the same Class as any of such Term LoansCredit Agreement.

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. 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. (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 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 (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 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 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 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 (a) The Borrower may by written notice to the Administrative Agent elect to request the establishment of one or more new term loan or revolving credit commitments or new Term Loans (the “New Loan Commitments”) hereunder, in an aggregate amount for all such New Loan Commitments not in excess of $400,000,000 plus the amount that could be incurred while at the same Facility time remaining in compliance with the Senior Incurrence Test. Each such notice shall specify the date (each, an “Increased Amount Date”) on which the Borrower proposes that the New Loan Commitments shall be effective, which shall be a date not less than 10 Business Days after the date on which such notice is delivered to Administrative Agent; provided that any Lender offered or approached to provide all or a portion of any existing Class New Loan Commitments may elect or decline, in its sole discretion, to provide such New Loan Commitment; provided that, at the request of Term the Borrower, the Joint Lead Arrangers (in consultation with the Borrower), will use their commercially reasonable efforts to obtain financial institutions (reasonably satisfactory to the Borrower) to provide a commitment to the extent necessary to satisfy the Borrower’s request for New Loans made subject to prevailing market conditions and payment of customary fees. Such New Loan Commitments shall become effective as of such Increased Amount Date; provided that (1) no Event of Default shall exist on an Incremental Facility Closing such Increased Amount Date before or after giving effect to such New Loan Commitments and to the making of any tranche of New Loans pursuant thereto and after giving effect to any Permitted Acquisition consummated in accordance therewith; (2) the proceeds of any New Loans shall be designated a separate Class of Incremental Commitments used for all general corporate purposes of this Agreement. On the Borrower and its Subsidiaries (including Permitted Acquisitions); (3) the New Loans shall share ratably in the Collateral; (4) the New Loans that are term loans (“New Term Loans”) shall share ratably in any Incremental Facility Closing Date on which any Incremental mandatory prepayments of the existing Term Commitments Loans; (5) in the case 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 New Term Loans, an “Incremental Loans”) in an amount the maturity date thereof shall not be earlier than the Term Maturity Date and the weighted average life to maturity shall be 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 or greater than the weighted average life 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 maturity of the Term Loans and be treated as the same Class as any of such Term that are not New 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 (a) The Borrower may by written notice to the Administrative Agent elect to request the establishment of one or more new revolving credit commitments term loans, including delayed draw term loans (each, a “New Term Loan Commitment”) or new increases of existing Term Loans (each, a “Supplemental Term Loan Commitment”) or increases of existing Revolving Commitments (each, a “Revolving Commitment Increase”; together with any New Term Loan Commitments and any Supplemental Term Loan Commitments, the “New Loan Commitments”) hereunder, in an amount for any New Loan Commitments not in excess of, at the time such New Loan Commitments become effective (the “Increased Amount Date”), the Maximum Incremental Facilities Amount. Any existing Lender approached to provide all or a portion of such New Loan Commitments may elect or decline, in its sole discretion, to provide such New Loan Commitments. (b) Such New Loan Commitments shall become effective as of such Increased Amount Date; provided that (i)(1) each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality or “material adverse effect”), in each case on and as of such Increased Amount Date as if made on and as of such Increased Amount Date except to the extent that such representations and warranties relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality or “material adverse effect”) as of such earlier date; provided further that, in the case of New Loan Commitments used to finance a Permitted Acquisition or other permitted Investment and to the extent the Lenders providing such New Loan Commitments agree, this clause (i) shall be subject only to, at the option of the Company, either (x) customary “specified representations” substantially consistent with the definition of Specified Representations and customary “acquisition agreement representations” or (y) customary European “certain funds” representations, and (2) no Event of Default shall exist on such Increased Amount Date immediately after giving effect to such New Loan Commitments and the making of any New Term Loans pursuant thereto and any transaction consummated in connection therewith; (ii) the proceeds of any New Loans shall be used, at the discretion of the Company and its Restricted Subsidiaries, for any purpose not prohibited by this Agreement (including for general corporate purposes, capital expenditures, acquisitions, Restricted Payments, refinancing of Indebtedness and other transactions not prohibited by this Agreement); (iii) in the case of New Loans that are term loans (“New Term Loans”), the terms of which at the time of such incurrence do not provide for a maturity date or Weighted Average Life to Maturity earlier than the Latest Maturity Date or shorter than the Weighted Average Life to Maturity of the Latest Maturing Tranche A Term Loans, as applicable (other than an (x) earlier maturity date and/or shorter Weighted Average Life to Maturity for customary bridge financings, which, subject to customary conditions, would either be automatically converted into or required to be exchanged for permanent financing which does not provide for an earlier maturity date or a shorter Weighted Average Life to Maturity than the Latest Maturity Date or the Weighted Average Life to Maturity of the Latest Maturing Tranche A Term Loans, as applicable or (y) revolving facilities), (iv) in the case of any new revolving loans or commitments (“New Revolving Loans”), the maturity date or commitment termination date thereof shall not be earlier than the Revolving Termination Date and such New Revolving Loans shall not require any scheduled commitment reductions prior to the Revolving Termination Date; (v) the New Revolving Loans shall share ratably in any mandatory prepayments or utilizations of the existing Revolving Loans and shall share the same Facility documentation as, and the same terms as, the existing Revolving Loans (other than with respect to fees, which may differ and shall be agreed between the Borrower and the lenders providing such New Revolving Loans); (vi) the New Loans may be (a) subject to the proviso below, secured by any assets of the Company and any of its Restricted Subsidiaries, which in the case of any existing Class of Collateral may be on a junior or pari passu basis or (b) unsecured; provided that subject to the Agreed Security Principles, such New Loans will not be guaranteed by any person that does not guarantee the Obligations (or, in case the Tranche A Term Facility is not outstanding, which would have not been required to guarantee the Term Loans made on an Incremental if the Term Loans were outstanding) and will not be secured by any assets other than the Collateral (or, in case the Tranche A Term Facility Closing Date is not outstanding, any assets that would have been required to secure the Term Loans if the Term Loans were outstanding) (and to the extent secured, shall be designated subject to an Applicable Intercreditor Agreement); (vii) in the case of New Term Loans, if secured by any Collateral or Pro Rata Collateral on a separate Class pari passu basis with any Obligations or Italian Debt under the Existing Facilities Agreement, as applicable, may provide for the ability to participate on a (x) pro rata basis, or on a less than or a greater than pro rata basis, in any voluntary prepayments of Incremental the Term Loans and (y) pro rata basis or on a less than pro rata basis, in any mandatory prepayments of the Term Loans; (viii) such New Loans or New Loan Commitments for all purposes (other than Supplemental Term Loan Commitments and Revolving Commitment Increases) shall be effected pursuant to one or more Joinder Agreements executed and delivered by the Borrower, the Administrative Agent and one or more New Lenders; (ix) the interest rate, fees, and other pricing terms with respect to such New Loans or New Loan Commitments shall be agreed by the Borrower and the applicable lender(s) and (x) if the terms of any New Loans other than provided above are not consistent with respective terms of this Agreement (as reasonably determined by the Borrower), then such terms shall be as agreed between the Borrower and the lenders or holders providing such New Term Loans; provided further that if representations and warranties, affirmative and negative covenants and events of default of the New Term Loans (in each case excluding any financial maintenance covenants (if applicable)) are not consistent with respective terms of this Agreement, such terms shall either, at the option of the Borrower, (x) not be materially more restrictive, taken as whole, to the Company and its Restricted Subsidiaries (as determined by the Company in good faith) than this Agreement excluding (1) if Lenders under this Agreement also receive the benefit of any such more restrictive terms (and the Loan Documents may be amended without the need to obtain the consent of any other Lender or any Agent to give effect to this clause (1)) and/or (2) any such provisions apply after the then Latest Maturity Date at the time of incurrence thereof or (y) be reasonably satisfactory to the Administrative Agent. For the avoidance of doubt, the rate of interest and the amortization schedule (if applicable) of any New Loan Commitments shall be determined by the Borrower and the applicable New Lenders and shall be set forth in the applicable Joinder Agreement. Subject to the provisions set forth above, the terms of each New Loan Commitments will be as agreed between the Borrower and the lenders providing such New Loan Commitments. (c) On any Incremental Facility Closing Increased Amount Date on which any Incremental Term Commitments of any Class are effected (including through any Term New Loan Increase)Commitment become effective, subject to the satisfaction of the foregoing terms and conditions in this Section 2.14conditions, each lender with a New Loan Commitment (i) each Incremental Term Lender of such Class shall make each, 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 LoanNew Lender”) 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, New Loan Commitment; provided that (i) each Incremental Revolving Credit the Administrative Agent shall have consented to any such New 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 becoming a Lender hereunder with respect to such New Loan Commitment (such consent not to be unreasonably withheld, conditioned or delayed), unless such New Lender is a Lender, an Affiliate of a Lender or an Approved Fund and (ii) solely with respect to Revolving Commitment Increases, the Incremental Issuing Lenders shall have consented to any such New Lender providing such Revolving Credit Commitment Increase becoming a Lender hereunder with respect to such Revolving Commitment Increase (such consent not to be unreasonably withheld, conditioned or delayed), unless the consent of the Issuing Lenders would not be required in connection with an assignment of Revolving Loans pursuant to Section 10.6 hereof to such Class New Lender. (d) For purposes of this Agreement, any New Loans or New Loan Commitments shall be deemed to be Term Loans, Revolving Loans or Revolving Commitments, as applicable. Each Joinder Agreement may, without the consent of any other Lenders, effect such amendments to this Agreement and the Incremental other Loan Documents as may be necessary or appropriate, in the opinion of the Borrower and the Administrative Agent, to effect the provisions of this Section 2.25. (e) Supplemental Term Loan Commitments and Revolving Credit Loans Commitment Increases shall become commitments under this Agreement pursuant to a supplement specifying the Term Benchmark Tranche to be increased, executed by the Borrower, and each increasing Lender substantially in the form attached hereto as Exhibit E-1 (or such other form as agreed between the Administrative Agent and the Borrower) (the “Increase Supplement”) or by each New Lender substantially in the form attached hereto as Exhibit E-2 (or such other form as agreed between the Administrative Agent and the Borrower incurring such Supplemental Term Loan Commitments) (the “Lender Joinder Agreement”), as the case may be, which shall be delivered to the Administrative Agent for recording in the Register. Upon effectiveness of such Class the Lender Joinder Agreement, each New Lender shall be a Lender for all intents and purposes of this Agreement and the term loan made pursuant thereto. For to such Supplemental Term Loan Commitment shall be a Term Loan or the avoidance of doubtcommitments made pursuant to such Revolving Commitment Increase shall be Revolving Commitments, Incremental Term Loans may have identical terms as applicable. (f) Notwithstanding anything to the contrary herein, New Loan Commitments borrowed by any of Loan Party (other than the Term Loans and Borrower) shall be treated documented separately from the Loan Documents as the same Class as any of such Term LoansAdditional Obligations incurred pursuant to Section 7.2(p).

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 Commitments effected through (A) If any Preferred Units of any Borrower remain outstanding on March 31, 2022 (the establishment of one “Exchange Date”), then on the Exchange Date (or more new revolving credit commitments or new Term Loans not such later date as provided pursuant to the Preferred Units Documents and the Governance Agreement and specified in the same Facility applicable Exchanging Lender Joinder Agreement), to the extent that a holder of any existing Class Preferred Units of Term such Borrower (such holder, a “Preferred Unit Holder”) exercises its exchange option pursuant to the terms of the Preferred Units Documents for such Borrower and the Governance Agreement and in accordance with clause (B) of this Section 2.01(a)(ii), the Incremental Credit Extension in respect of such Preferred Unit Holder’s Preferred Units of such Borrower shall occur on the Exchange Effective Date such that, immediately after giving effect thereto, Incremental Loans made on an Incremental Facility Closing Date of such Borrower shall be designated a separate Class held by such Preferred Unit Holder in accordance with the terms of Incremental Commitments for all purposes the Preferred Units Documents of such Borrower, the Governance Agreement and clause (B) 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 IncreaseSection 2.01(a)(ii), 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 Preferred Unit Holder shall become a Lender with an Incremental Loan to such Borrower under this Agreement. Except as expressly set forth herein, any such Incremental Loans of any Class will have terms and conditions identical to those of the Initial Loans of such Class in all respects and will be “Loans” of such Class for all purposes under this Agreement. Amounts repaid or prepaid in respect of Incremental Loans may not be reborrowed. Subject to Section 2.10, all amounts owed hereunder with respect to the Incremental Term Commitment Loans shall be paid in full no later than the Maturity Date. (B) At least three Business Days prior to any Preferred Unit Holder effectuating an exchange of such Class and the Preferred Units for 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 pursuant to clause (A) of one or more new revolving credit commitments this Section 2.01(a)(ii) (including through any Revolving Commitment Increasesuch exchange, a “Preferred Unit Exchange”), subject to the satisfaction of the terms and conditions in this Section 2.14, such Preferred Unit Holder shall (i) each Incremental Revolving Credit execute and deliver an Exchanging Lender of such Class shall make its Commitment available Joinder Agreement 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 Administrative Agent and (ii) each to the extent such Preferred Unit Holder is not already a Lender, deliver to the Administrative Agent an Administrative Questionnaire and the applicable tax form under Section 2.16. Each Exchanging Lender Joinder Agreement shall specify (i) the effective date of the Preferred Unit Exchange (which shall be a Business Day) (the “Exchange Effective Date”), (ii) whether the Incremental Revolving Credit Loan to be received by such Preferred Unit Holder is an Advisors Incremental Loan, an Advisors II Incremental Loan, or an OZM Incremental Loan and (iii) the principal amount of the Incremental Loan to be received by such Preferred Unit Holder (which such Preferred Unit Holder agrees shall be consistent with the exchange provisions and calculations set forth in the Preferred Units Documents and the Governance Agreement). The parties hereto (1) acknowledge and agree that (i) the Administrative Agent may conclusively rely on an Exchanging Lender Joinder Agreement as evidence that the Preferred Unit Holder party thereto exercised the exchange option pursuant to the terms of the Preferred Units Documents for the applicable Borrower and the Governance Agreement and on the terms set forth in such Class shall become Exchanging Lender Joint Agreement, (ii) the Administrative Agent is not a Lender hereunder party to any Preferred Units Documents or the Governance Agreement, and the Administrative Agent does not have any duty, responsibility or obligation (A) under any Preferred Units Documents or the Governance Agreement or (B) to inquire or ascertain whether an Preferred Unit Exchange is permitted thereunder, (iii) the Administrative Agent does not have any duties, responsibilities or obligations with respect to any Preferred Units or the Incremental Revolving Credit Commitment of such Class cancellation thereof in connection with a Preferred Unit Exchange and (iv) the Incremental Revolving Credit Loans of such Class made pursuant thereto. For the avoidance of doubt, Incremental Term Loans may Administrative Agent shall have identical terms not have any liability to any Lender or other Person arising from, out of, or in connection with any Preferred Unit Exchange consummated or purported to be consummated and (2) waives any and all claims or causes of action against the Term Loans Administrative Agent and be treated as its Related Parties arising from, out of, or in connection with any Preferred Unit Exchange or any actions taken by the same Class as any of such Term LoansAdministrative Agent in accordance with this Section 2.01(a)(ii).

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 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 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 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 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 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 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 At any time after the ClosingThird Amendment Effective Date and prior to the Latest Maturity Date, the Borrower may, by notice to the Administrative Agent (which shall promptly deliver a copy to each of the Lenders), request the addition to this Agreement of (i) an incremental revolving credit facility in the form of an increase in the Revolving Facility effected pursuant to either (x) additional commitments under any existing Class of the Revolving Commitments (any such increase in such Revolving Commitments (including in respect of any existing Other Revolving Commitment of any Other Revolving Commitment Series), an “Incremental Revolving Commitment”) or (y) the addition of a new tranche of revolving commitments with pricing, maturity and/or other terms different from then existing Revolving Commitments effected through as provided in this Section 2.21 (any such additional tranche of revolving commitments, “Other Incremental Revolving Commitments”), (ii) Incremental Securitization Refinancing Facilities (as defined below) in the establishment form of a new tranche of term loans or an increase in the Revolving Facility pursuant to the incurrence of Incremental Revolving Credit Commitments or Other Incremental Revolving Commitments, or (iii) one or more new revolving credit commitments tranches of term loans (together with any new tranche of term loans incurred in the form of an Incremental Securitization Refinancing Facility, collectively “Incremental Refinancing Term Loans”) constituting Refinancing Indebtedness in respect of Permitted First Priority Debt (an “Incremental Senior Debt Refinancing Facility”), or new any combination thereof (such Incremental Revolving Commitments, Other Incremental Revolving Commitments, Incremental Refinancing Term Loans (in the form of either an Incremental Securitization Refinancing Facility or an Incremental Senior Debt Refinancing Facility, collectively, the “Incremental Facilities”); provided, however, that upon the effectiveness of any such Incremental Facility, no Default shall exist and the Borrower shall, if a Financial Covenant Effectiveness Period is then occurring, be in compliance with Section 6.12 (calculated, in the case of clause (y), on a pro forma basis to give effect to (1) any borrowing under the Incremental Facility (with any Revolving Commitments thereunder being deemed to be fully drawn), (2) any substantially simultaneous repayments of existing Revolving Loans and FILO Loans, (3) in the case of any Incremental Securitization Refinancing Facility, any substantially simultaneous repayments or repurchases of Third Party Interests or Indebtedness incurred under Section 6.01(a)(xvi)(A) (and the related repurchases of Securitization Assets and cessation of future purchases of Securitization Assets)), and (4) in the case of any Incremental Senior Debt Refinancing Facility, any substantially simultaneous repayments or repurchases of Permitted First Priority Debt and provided, further, that no Split-Priority Term Loan Debt may be incurred as an Incremental Facility hereunder. The Incremental Facilities shall (i) be in an aggregate principal amount (excluding the aggregate principal amount of Incremental Securitization Refinancing Facilities) not in excess of $300,000,000, (ii) rank pari passu in right of payment and of security with the other Loans, and (iii) (A) if such Incremental Facility is an increase in the Revolving Facility pursuant to any Incremental Revolving Commitment, such Incremental Facility shall be made on the same Facility of any terms (including, without limitation, interest, payment and maturity terms), and shall be subject to the same conditions as the applicable existing Class of Revolving Commitments to which such Incremental Revolving Commitments relate (it being understood that customary arrangement or commitment fees payable to Arrangers or one or more Lenders or Additional Lenders participating in such increase, as the case may be, may be different from those paid with respect to the existing Revolving Commitments of the existing Revolving Lenders on or prior to the ClosingThird Amendment Effective Date or with respect to any other Lender in connection with any other Incremental Facility), and (B) if such Incremental Facility is an increase in the Revolving Facility pursuant to Other Incremental Revolving Commitments or if such Incremental Facility is in the form of Incremental Refinancing Term Loans, (x) such Incremental Facilities have such pricing as may be agreed by the Borrower and the Administrative Agent, (y) in the case of any such Incremental Refinancing Term Loans, shall amortize in a manner, and be subject to mandatory prepayments (if any) on terms, acceptable to the Administrative Agent, and mature no earlier than the Latest Maturity date of the FILO Facility and any other then existing Incremental Refinancing Term Loans made and (z) otherwise be treated hereunder no more favorably than, in the case of Other Incremental Revolving Commitments, the Revolving Loans and Revolving Commitments (other than any Revolving Loan under Other Revolving Commitments of any Revolving Commitment Series), and in the case of Incremental Refinancing Term Loans, the outstanding FILO Loans and the FILO Facility and any other Incremental Refinancing Term Loans; provided, that the terms and provisions applicable to any Other Incremental Revolving Commitments or Incremental Refinancing Term Loans may provide for additional or different financial or other covenants applicable only during periods after the Latest Maturity Date that is in effect on an the date of effectiveness of such Incremental Facility Closing Date Facility. At no time shall (i) the Total ABL Outstandings at such time exceed (ii) the ABL Borrowing Base Amount in effect at such time, and the proceeds of the Incremental Facilities shall be designated a separate used solely for the purposes set forth in Section 5.10, provided that the proceeds of Incremental Securitization Refinancing Facilities shall be used solely for the purposes specified in the penultimate sentence of this Section 2.21 and the proceeds of any Incremental Senior Debt Refinancing Facility shall be used solely to repay Permitted First Priority Debt and interest and other amounts relating thereto that can be financed with Refinancing Indebtedness relating to such Permitted First Priority Debt. Such notice shall set forth the requested amount and Class of Incremental Facilities, and shall offer each Lender the opportunity to offer a commitment (the “Incremental Commitment”) to provide a portion of the Incremental Facility by giving written notice of such offered commitment to the Administrative Agent and the Borrower within a time period (the “Offer Period”) to be specified in the Borrower’s notice; provided, however, that no existing Lender will be obligated to subscribe for any portion of such commitments. In the event that, at the expiration of the Offer Period, Lenders shall have provided Commitments in an aggregate principal amount greater than the total amount of the Incremental Facility initially requested by the Borrower, the commitments of the Lenders to the Incremental Facility shall be allocated ratably among the Lenders as agreed to among the Borrower and the Administrative Agent. In the event that, at the expiration of the Offer Period, Lenders shall have provided commitments in an aggregate principal amount less than the total amount of the Incremental Facility initially requested by the Borrower, the Borrower may request that Incremental Facility commitments be made in a lesser amount equal to such commitments and/or shall have the right to arrange for all purposes one or more Additional Lenders to extend commitments to provide a portion of the Incremental Facility in an aggregate principal amount equal to the unsubscribed amount of the initial request; provided that the Additional Lenders shall be offered the opportunity to provide the Incremental Facility only on terms previously offered to the existing Lenders pursuant to the immediately preceding sentence. Commitments in respect of Incremental Facilities will become Commitments under this AgreementAgreement pursuant to an amendment to this Agreement (such an amendment, an “Incremental Facility Amendment”) executed by each of the Borrower, each Subsidiary Loan Party, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. On The effectiveness of any Incremental Facility Closing Date on which any Incremental Term Commitments of any Class are effected (including through any Term Loan Increase), Amendment shall be subject to the satisfaction on the date thereof of each of the terms and conditions set forth in Section 4.02 of this Section 2.14Agreement as in effect on the ClosingThird Amendment Effective Date, (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 (assuming that it is fully drawn) being permitted under each indenture or other agreement governing any Material Indebtedness (giving pro forma effect to all prepayments, repayments, defeasances and discharges of Indebtedness to be effected with the proceeds of such Loans as certified in writing by a Responsible Officer of the Borrower) and such other conditions as are specified in the same as with respect to the Loans hereunder) (an applicable Incremental Facility Amendment. For purposes of this Section 2.21, “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 Securitization Refinancing Facility” means any Incremental Facility Closing Date to the extent that the proceeds of the Loans incurred thereunder are used by the Borrower or a Subsidiary Loan Party on which the date such Loans are made to repay or repurchase Third Party Interests or Indebtedness incurred pursuant to Section 6.01(a)(xvi)(A) (or repurchase Securitization Assets that have been sold, conveyed or otherwise transferred pursuant to 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 IncreaseSecuritization), subject provided that, upon such repayment or repurchase, (x) no Third Party Interests or Indebtedness incurred pursuant to the satisfaction Section 6.01(a)(xvi)(A) remains outstanding, (y) all commitments of the terms Borrower and conditions in this Section 2.14the Subsidiaries to sell, convey or otherwise transfer Securitization Assets pursuant to any Securitization are terminated and (iz) each Incremental Revolving Credit Lender of such Class shall make its Commitment available all Securitization Assets that remain outstanding and were previously sold, conveyed or otherwise transferred pursuant to any Securitization are repurchased by the Borrower (or any a Subsidiary 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 theretoParty. For the avoidance of doubt, Securitization Refinancing Indebtedness shall not constitute 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 LoansFacility.

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 (a) The Borrower may, by written notice to the Administrative Agent from time to time, request (but, without limiting the obligations of any Incremental Lender set forth in any Incremental Assumption Agreement, no Lender shall have an obligation to provide) Incremental Commitments effected through in an amount not to exceed the establishment Incremental Loan Amount in effect at such time. Such notice shall set forth (i) the amount of one the Incremental Commitments 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 Loan Amount), (ii) the date on which such Incremental Commitments are requested to become effective (which shall not, unless otherwise agreed to by the Administrative Agent, be less than five Business Days nor more new revolving credit than 60 days after the date of such notice) and (iii) whether such Incremental Commitments are commitments or new to make additional Term Loans not in or commitments to make term loans with terms different from the same Facility of any existing Class of Term Loans made on an (“Specified Incremental Facility Closing Date Loans”). (b) The Borrower may seek Incremental 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), additional banks, financial institutions and other institutional lenders who will become Incremental Lenders in connection therewith. The Borrower 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. Each Incremental Assumption Agreement shall specify the terms of the terms and conditions in this Section 2.14Incremental Loans to be made thereunder; provided that, (i) each without the prior written consent of the Required Lenders, (A) the final maturity date of any Specified Incremental Loans shall be no earlier than the Latest Maturity Date in effect at the time the Incremental Commitments with respect to such Specified Incremental Loans become effective, (B) the weighted average life to maturity of any Specified Incremental Loans shall be no shorter than the remaining weighted average life to maturity of any other Class of Loans, (C) the interest rate margins applicable to any Incremental Loan will be determined by the Borrower and the Incremental Lenders; provided that in the event that an Incremental Commitment with respect to Specified Incremental Loans secured on a pari passu basis with the Term Lender Loans becomes effective prior to the date that is 18 months after the Closing Date, if the initial yield on such Specified Incremental Loans (as reasonably determined by the Administrative Agent to be equal to the sum of (x) the margin above the Adjusted LIBO Rate on such Specified Incremental Loans (which shall be increased by the amount that any “LIBOR floor” applicable to such Specified Incremental Loans on the date such Specified Incremental Loans are made would exceed the Adjusted LIBO Rate that would be in effect for a three-month Interest Period commencing on such date) and (y) if such Specified Incremental Loans are initially made at a discount or the Lenders making the same receive a fee directly or indirectly from Parent, the Borrower or any Subsidiary for doing so (except for arrangement fees, structuring fees or underwriting or similar fees not generally paid to Lenders in connection with such loans) (the amount of such discount or fee, expressed as a percentage of the Incremental Loans, being referred to herein as “OID”), the amount of such OID divided by the lesser of (A) the weighted average life to maturity of such Incremental Loans and (B) four) exceeds by more than 50 basis points (the amount of such excess above 50 basis points being referred to herein as the “Incremental Yield Differential”) the sum of (1) the margin then in effect for Eurocurrency Loans of any Class (which shall be the sum of the Applicable Percentage then in effect for such Eurocurrency Loans of such Class shall make a Loan increased by the amount that any “LIBOR floor” applicable to such Eurocurrency Loans of such Class on such date would exceed the Adjusted LIBO Rate (without giving effect to the Borrower proviso to the definition of such term) that would be in effect for a three-month Interest Period commencing on such date) plus (or any Loan Party organized under 2) the laws amount of OID initially paid in respect of the United StatesLoans of such Class divided by four, any state thereofthen the Applicable Percentage for Loans of each affected Class shall automatically be increased by the Incremental Yield Differential for such Class, effective upon the District making of Columbia the Specified Incremental Loans, (D) no Default or any territory thereofEvent of Default shall exist or would exist after giving effect thereto, may be designated as a borrower in respect thereof so long as all obligors under (E) such Incremental Facility Loans are not at any time guaranteed by any Subsidiaries other than Subsidiaries that are Guarantors, (F) the same as Incremental Loans shall rank pari passu or junior in right of security to the Obligations or shall be unsecured, subject, in the case of junior secured Incremental Loans, to customary intercreditor arrangements reasonably satisfactory to the Administrative Agent and (G) the Incremental Loans shall participate in prepayments pursuant to Section 2.12 and 2.13 on no greater than a pari passu basis with the Term Loans and (ii) all terms and documentation with respect to any Incremental Loans which differ from those with respect to the Term Loans hereundershall be reasonably satisfactory to the Administrative Agent, except as set forth in clauses (i)(A) through (an “G) above (it being understood that, to the extent that any financial maintenance covenant or call protection is added for the benefit of any Incremental Lenders, no consent shall be required from the Administrative Agent or the Required Lenders to the extent that such financial maintenance covenant or call protection is (1) also added for the benefit of any existing Term Loan”Loans or (2) in an amount equal only applicable after the Latest Maturity Date). The Administrative Agent shall promptly notify each Lender as to its the effectiveness of each Incremental Term Assumption Agreement. Each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental 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 Commitment and the Incremental Loans evidenced thereby and the Administrative Agent and the Borrower may revise this Agreement to evidence such amendments. Notwithstanding anything to the contrary herein, such amendment shall become effective without any further consent of any other party to the Loan Documents. (c) Notwithstanding the foregoing, no Incremental Commitment shall become effective under this Section 2.22 unless (i) on the date of such Class effectiveness, the conditions set forth in paragraph (b) of Article IV shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer and (ii) 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 reasonably consistent with those delivered on the Closing Date under Article IV (other than changes reasonably satisfactory to the Administrative Agent to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion). (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 Loans (other than Specified Incremental Loans), when originally made, are included in each Borrowing of outstanding Term Loans on a pro rata basis. This may be accomplished by requiring each outstanding Eurocurrency Borrowing to be converted into an ABR Borrowing on the date of each Incremental Term Lender 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 2.16. If any Incremental 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 Assumption Agreement. In addition, to the extent any Incremental Loans are not Specified Incremental Loans, the scheduled amortization payments under Section 2.11(a)(i) required to be made after the making of such Class Incremental Loans shall become a Lender hereunder with respect to be ratably increased by the Incremental Term Commitment aggregate principal amount 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 The Borrower may, by written notice to the have consented to such additional banks, financial institutions and other institutional lenders to the Administrative Agent and the Person appointed by the Borrower to arrange Incremental Loan extent the consent of the Borrower or the Administrative Agent, as applicable, would be required Commitments effected through (such Person (who may be (i) the establishment Administrative Agent, if it so agrees, or (ii) any if such institution were receiving an assignment of Loans pursuant to Section 9.04 (provided, other Person appointed by the Borrower after consultation with the Administrative Agent), the further, that the consent of the Administrative Agent shall not be required with respect to an Incremental Arranger ore existing or additional additional bank, financial institution, or other institutional lender that is an Affiliate of a Lender or Lenders, all of which must be Eligible Assignees: (A) one or more new revolving credit commitments or for new a Related Fund), (ii) with respect to Incremental Term Loan Commitments, any Affiliated Lender Term Loans not in which may be of the same Facility of Class as any existing outstanding Class of Term Loans made or a new providing an Incremental Term Loan Commitment shall be subject to the same restrictions set Class of Term Loans ( Incremental Term Loan Commitments (B) the establishment forth in Section 9.04 as they would otherwise be subject to with respect to any purchase by or Incremental assignment to such Affiliated Lender of Term Loans and (iii) Affiliated Lenders may not provide Revolving Credit Commitments Commitments, Incremental Revolving Credit Commitments. The Borrower and each Incremental Lender shall Incremental Loan execute and deliver to the Administrative Agent and the Incremental Arranger an Incremental Loan Commitments Assumption Agreement and such other documentation as the Incremental Arranger shall Incremental Revolving Credit Commitments, assuming a borrowing of the maximum amount of reasonably specify to evidence the Incremental Loan Commitment of each Incremental Lender. Incremental Revolving Credit Loans available); provided that Incremental Loan Commitments The Other Loans and any Incremental Revolving Credit Commitments providing for Incremental may be incurred in the Available Currency or an alternative currency pursuant to procedures and Other Revolving Credit Loan on terms to be agreed with the applicable Incremental Arranger and the Administrative Agent. Commitments Other Revolving Credit Loans (i) shall have fees and margin The Incremental Arranger shall promptly deliver a copy of such notice to each of the Lenders and and/or interest rate determined by the Borrower and the Incremental Lenders providing such the Administrative Agent. Such notice shall set forth (i) the amount of the Incremental Loan Loans, (ii) shall rank pari passu in right of payment with the Loans or Commitments existing prior Commitments being requested (which shall be in minimum increments of, $1,000,000 and a the incurrence of such Other Loans and Other Revolving Credit Loan Commitments and be minimum amount of $5,000,000 (or in such lower minimum amounts or multiples as agreed to by secured by the Collateral on a pari passu basis and (iii) (A) in the case of Incremental Term Loans, the Incremental Arranger in its reasonable discretion), or such lesser amount equal to the (x) may participate on a pro rata basis, less than pro rata basis or greater than pro rata basis in any Incremental Loan Amount at such time), (ii) the date on which such Incremental Loan mandatory prepayment of Term Loans (except that, unless otherwise permitted under this Commitments are requested to become effective (which shall not be less than 10 Business Days Agreement, such Incremental Term Loans may not participate on a greater than pro rata basis as (or such shorter period as agreed by the Incremental Arranger) after the date of such notice), and compared to any earlier maturing Class of Term Loans) and (y) may participate on a pro rata basis, (iii) whether such Incremental Loan Commitments are commitments to make additional Loans of less than pro rata basis or greater than pro rata basis in any voluntary prepayment of Term Loans the same Class which shall be extended in a manner so as to be fungible with an existing Class of and (B) in the case of Incremental Revolving Credit Commitments and Incremental Revolving Loans hereunder or commitments to make Loans with terms different from such Loans which shall Loans, (x) shall provide that the borrowing and repayment (except for (A) payments of interest Other Loans and fees at different rates on Incremental Revolving Credit Commitments (and related in any Incremental Loan Assumption Agreemen 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 Increaseoutstandings), (B) repayments required upon the Maturity Date of the Incremental Revolving subject only to the satisfaction of the terms and conditions in this Section 2.142.22 and in the applicable Credit Commitments and (C) repayment made in connection with a permanent repayment and Incremental Loan Assumption Agreement, (iA) (1) each Incremental Term Lender of such Class shall make a Loan termination of commitments (subject to the Borrower clause (or any Loan Party organized under the laws y) below)) 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 Loans with respect to the Loans hereunder) (an “Incremental Incremental Term Loan”) in an amount equal to its Loan Revolving Credit Commitments after the associated Incremental Facility Closing Date shall be Incremental Term Loan Commitment of such Class and (ii2) each Incremental Term Lender of such made on a pro rata basis or less than pro rata basis (but not more than a pro rata basis) with all Class shall become a Lender hereunder with respect to the Incremental Term Loan Commitment other Revolving Credit Commitments then existing on the Incremental Facility Closing Date and of such Class and the Incremental Term Loans of such Class made pursuant thereto. On any Incremental Facility Closing Date on which any Incremental thereto and (B) (1) (y) may provide that the permanent repayment of 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)Loans with respect to, 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 termination or reduction of, Incremental Revolving Credit Commitments after the associated 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 Loan Incremental Facility Closing Date be made on a pro rata basis, less than pro rata basis or greater Incremental Loan than pro rata basis with all other Revolving Credit Loans” and collectively with Incremental Term Loans, an “Incremental Loans”) in an amount equal to its Incremental Revolving Commitments. Without the prior written Credit Commitment of such Class and (ii2) each Incremental Revolving Credit Lender of such Class consent of the Administrative Agent, (A) the final maturity date of any Other Loans that are Term shall become a Lender hereunder with respect to the Incremental Revolving Credit Commitment Other Term Loans of such Class and the Incremental Revolving Credit Loans of such Class made pursuant thereto. For the avoidance final maturity date of doubtany Other Revolving Credit Loans or Other Revolving Credit Loan Commitments shall be no earlier than the Initial Revolving Credit Commitment Maturity Date, (a) The Borrower may seek Incremental Loan Commitments from existing Lenders (C) the Weighted Average Life to Maturity of the Other Term Loans may have identical terms shall be no shorter than the (each of which shall be entitled to any agree or decline to participate in its sole discretion) and remaining Weighted Average Life to Maturity of the Term Loans and be treated as the same Class as any of such Initial Term Loans., (D) the All-In Yield additional banks, financial institutions and other institutional lenders who will become Incremental applicable to the Other Loans shall be determined by the Borrower and the applicable Incremental Lenders in connection therewith; provided that (i) the Borrower and the Administrative Agent shall Lenders and shall be set forth in each applicable Incremental Loan Assumption Agreement; 90 91 76797407_14 76797407_14 EU-DOCS\25892879.17 EU-DOCS\25892879.17

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 U.S. Opco 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) 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. Any At any time after the 2015 Restatement Effective Date prior to the Latest Maturity Date, the Borrower may, by notice to the Administrative Agent (which shall promptly deliver a copy to each of the Lenders), request the addition to this Agreement of (i) an incremental revolving credit facility, (ii) Incremental Commitments effected through Securitization Refinancing Facilities (as defined below) in the establishment form of a new tranche of term loans or an incremental revolving credit facility, or (iii) one or more new revolving credit commitments tranches of term loans constituting Refinancing Indebtedness in respect of Existing Additional Senior Debt or new Term Loans not Permitted First Priority Debt (an “Incremental Senior Debt Refinancing Facility”), or any combination thereof (the “Incremental Facilities”); provided, however, that both (x) at the time of any such request and (y) upon the effectiveness of any such Incremental Facility, no Default shall exist and the Borrower shall, if a Financial Covenant Effectiveness Period is then occurring, be in compliance with Section 6.12 (calculated, in the same Facility case of clause (y), on a pro forma basis to give effect to (1) any borrowing under the Incremental Facility, (2) any substantially simultaneous repayments of Revolving Loans, Other Revolving Loans or Existing Additional Senior Debt, and (3) in the case of any existing Class Incremental Securitization Refinancing Facility, any substantially simultaneous repayments or repurchases of Third Party Interests or Indebtedness incurred under Section 6.01(a)(xvi)(A) (and the related repurchases of Securitization Assets and cessation of future purchases of Securitization Assets)) and provided, further, that no Split-Priority Term Loans made on Loan Debt may be incurred as an Incremental Facility Closing Date hereunder. The Incremental Facilities shall (i) be designated a separate Class in an aggregate principal amount (excluding the aggregate principal amount of Incremental Commitments for all purposes Securitization Refinancing Facilities) not in excess of this Agreement. On $300,000,000, (ii) rank pari passu in right of payment and of security with the other Loans, (iii) if such Incremental Facility is a term loan facility, amortize in a manner, and be subject to mandatory prepayments (if any) on terms, acceptable to the Agents, and mature no earlier than the latest maturity date of any outstanding Term Loans (if any), (iv) bear interest at the market interest rate, as determined at the time such Incremental Facility becomes effective, (v) have such other pricing as may be agreed by the Borrower and the Administrative Agent and (vi) otherwise be treated hereunder no more favorably than, in the case of revolving facilities, the Revolving Loans and Revolving Commitments, and in the case of term loans, the outstanding Term Loans (if any); provided, that the terms and provisions applicable to any Incremental Facility Closing may provide for additional or different financial or other covenants applicable only during periods after the Latest Maturity Date that is in effect on which the date of effectiveness of such Incremental Facility. At no time shall the sum of (i) the aggregate amount of loans outstanding under the Incremental Facilities at such time, (ii) the total Revolving Exposure at such time, (iii) the outstanding Term Loans at such time, (iv) the Other Revolving Exposures at such time and (v) the Additional Senior Debt at such time exceed the Borrowing Base Amount in effect at such time, and the proceeds of the Incremental Facilities shall be used solely for the purposes set forth in Section 5.10 and the preamble, provided that the proceeds of Incremental Securitization Refinancing Facilities shall be used solely for the purposes specified in the penultimate sentence of this Section 2.21 and the proceeds of any Incremental Term Senior Debt Refinancing Facility shall be used solely to repay Existing Additional Senior Debt or Permitted First Priority Debt and interest and other amounts relating thereto that can be financed with Refinancing Indebtedness relating to such Existing Additional Senior Debt or Permitted First Priority Debt, as the case may be. Such notice shall set forth the requested amount and class of Incremental Facilities, and shall offer each Lender the opportunity to offer a commitment (the “Incremental Commitment”) to provide a portion of the Incremental Facility by giving written notice of such offered commitment to the Administrative Agent and the Borrower within a time period (the “Offer Period”) to be specified in the Borrower’s notice; provided, however, that no existing Lender will be obligated to subscribe for any portion of such commitments. In the event that, at the expiration of the Offer Period, Lenders shall have provided commitments in an aggregate amount less than the total amount of the Incremental Facility initially requested by the Borrower, the Borrower may request that Incremental Facility commitments be made in a lesser amount equal to such commitments and/or shall have the right to arrange for one or more Additional Lenders to extend commitments to provide a portion of the Incremental Facility in an aggregate amount equal to the unsubscribed amount of the initial request; provided that the Additional Lenders shall be offered the opportunity to provide the Incremental Facility only on terms previously offered to the existing Lenders pursuant to the immediately preceding sentence. Commitments in respect of Incremental Facilities will become Commitments under this Agreement pursuant to an amendment to this Agreement (such an amendment, an “Incremental Facility Amendment”) executed by each of the Borrower and each Subsidiary Loan Party, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The effectiveness of any Class are effected (including through any Term Loan Increase), Incremental Facility Amendment shall be subject to the satisfaction on the date thereof of each of the terms and conditions set forth in Section 4.02 of this Section 2.14Agreement as in effect on the 2015 Restatement Effective Date, (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 being permitted under each indenture or other agreement governing any Material Indebtedness and such other conditions as are specified in the same as with respect to the Loans hereunder) (an applicable Incremental Facility Amendment. For purposes of this Section 2.21, “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 Securitization Refinancing Facility” means any Incremental Facility Closing Date to the extent that the proceeds of the Loans incurred thereunder are used by the Borrower or a Subsidiary Guarantor on which the date such Loans are made to repay or repurchase Third Party Interests or Indebtedness incurred pursuant to Section 6.01(a)(xvi)(A) (or repurchase Securitization Assets that have been sold, conveyed or otherwise transferred pursuant to 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 IncreaseSecuritization), subject provided that, upon such repayment or repurchase, (x) no Third Party Interests or Indebtedness incurred pursuant to the satisfaction Section 6.01(a)(xvi)(A) remains outstanding, (y) all commitments of the terms Borrower and conditions in this Section 2.14the Subsidiaries to sell, convey or otherwise transfer Securitization Assets pursuant to any Securitization are terminated and (iz) each Incremental Revolving Credit Lender of such Class shall make its Commitment available all Securitization Assets that remain outstanding and were previously sold, conveyed or otherwise transferred pursuant to any Securitization are repurchased by 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 theretoSubsidiary Guarantor. For the avoidance of doubt, Securitization Refinancing Indebtedness shall not constitute 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 LoansFacility.

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 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: 1. the Lenders, in their sole and absolute discretion, shall have agreed to participate in such Incremental Facility; 2. 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; 3. 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; 4. 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; 5. 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; 6. 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. 7. 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 theretolender. 8. On 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 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 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 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) 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 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) Incremental Commitments effected through Lender hereby agrees to increase its Commitment to the establishment of one or more new revolving credit commitments or new Term Borrower to make Revolving Loans not from and after the Amendment Effective Date in U.S. Dollars in an aggregate principal amount equal to the amount set forth opposite such Lender’s name on Schedule I attached hereto under the heading “Incremental Commitment” (the “Incremental Commitment”), on the terms set forth herein and in the same Facility of any existing Class of Term Loans made on an Credit Agreement (as amended hereby), and subject to the conditions set forth herein. The Incremental Facility Closing Date Commitment shall be designated deemed to be a separate Class of Incremental Commitments “Commitment” as defined in the Credit Agreement (as amended hereby) 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 the Loan Increase), subject Documents having terms and provisions identical to those applicable to the satisfaction of Commitments outstanding immediately prior to the terms and conditions in this Section 2.14, Amendment Effective Date (the “Existing Revolving Commitments”). (b) Each Lender (i) each Incremental Term Lender of such Class shall make confirms that a Loan to the Borrower (or any Loan Party organized under the laws copy of the United StatesCredit Agreement and the other applicable Loan Documents, any state thereoftogether with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment and make an Incremental Commitment, the District of Columbia or any territory thereof, may be designated as a borrower in respect thereof so long as all obligors under have been made available to 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 Lender; (ii) each Incremental Term agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender of or agent and based on such Class documents and information as it shall become a Lender hereunder with respect deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement or the other applicable Loan Documents, including this Amendment; and (iii) appoints and authorizes the Administrative Agent to take such 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 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 Administrative Agent by 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 together with such powers 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 reasonably incidental 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 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 period commencing on the Amendment Effective Date and ending on the date this Agreement terminates, 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 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 A 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:

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 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 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 (a) The Borrower may, by written notice to the Administrative Agent from time to time, request (i) prior to the Revolving Credit Maturity Date, an increase to the existing Revolving Credit Commitments in an aggregate amount not to exceed the Incremental Commitments effected through Revolving Credit Amount from one or more Incremental Revolving Credit Lenders, all of which must be Eligible Assignees (any such increase, the “Incremental Revolving Credit Commitments”) and/or (ii) 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 Revolving Credit Commitments and/or 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 Revolving Credit Amount or Incremental Term Loan Amount, as applicable), (B) the date on which such Incremental Revolving Credit Commitments and/or Incremental Term 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 (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 initial Term Loans made on an Incremental Facility the Closing Date or commitments to make term loans with terms different from the initial Term Loans made on the Closing Date (the “Other Term Loans”). (b) The Borrower may seek Incremental Revolving Credit Commitments and/or 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 of the terms Administrative Agent’s consent (not to be unreasonably withheld, conditioned or delayed), additional banks, financial institutions and conditions other institutional lenders who will become Incremental Term Lenders in this Section 2.14, (i) connection therewith. The Borrower and each Incremental Revolving Credit Lender and/or Term Lender of such Class shall make a Loan execute and deliver to the Borrower (or any Administrative Agent an Incremental Loan Party organized under Assumption Agreement and such other documentation as the laws of Administrative Agent shall reasonably specify to evidence 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 “Revolving Credit Commitment and/or Incremental Term Loan”) in an amount equal to its Incremental Term Loan Commitment of such Class Person. The terms and (ii) each provisions of the Incremental Term Lender of such Class Revolving Credit Commitments shall become a Lender hereunder with respect be identical to the Incremental Term Commitment Revolving Credit Commitments (it being understood that in connection with the establishment 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 in respect of any Class which the initial All-In Yield applicable to Incremental Revolving Credit Loans under such Incremental Revolving Credit Commitments (calculated assuming such Incremental Revolving Credit Commitments are effected through fully drawn on the establishment date so established) exceeds (the amount of one or more new revolving credit commitments such excess being referred to herein as the “Revolver Yield Differential”) the All-In Yield then in effect for Eurodollar Revolving Loans, the Applicable Margin then in effect for all Revolving Loans shall automatically be increased by the Revolver Yield Differential, effective upon the effectiveness of such Incremental Revolving Credit Commitments pursuant to the applicable Incremental Loan Assumption Agreement). The terms and provisions of the Incremental Term Loans shall be identical to those of the Term Loans made pursuant to clause (including through any Revolving Commitment Increasei) of Section 2.01(a), subject except as otherwise set forth herein or in the Incremental Loan Assumption Agreement, and any such terms not consistent with those of such Term Loans shall be reasonably satisfactory to the satisfaction Administrative Agent. Without the prior written consent of the terms and conditions in this Section 2.14Required Lenders, (i) each Incremental Revolving Credit Lender the final maturity date of any Other Term Loans shall be no earlier than the Term Loan Maturity Date, (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 onat the date of the calculationapplicable time exceeds the Adjusted LIBO Rate onat such datetime) 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 Class shall make its Commitment available to the Borrower (discount or any Loan Party organized under the laws fee, expressed as a percentage 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 Other Term Loans, an being referred to herein as “Incremental LoansDiscount”), 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 an respect of the Term Loans made pursuant to clause (i) of Section 2.01(a) by more than 50 basis points (the amount equal to its Incremental Revolving Credit Commitment of such Class and (ii) excess above 50 basis points being referred to herein as the “Yield Differential”), then the 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 Revolving Credit 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 Revolving Credit Commitment of such Class and/or Incremental Term Loan Commitment and the Incremental Revolving Credit Loans and/or Incremental Term Loans, as applicable, evidenced thereby, and the Administrative Agent and the Borrower may revise this Agreement to evidence such amendments. (c) Notwithstanding the foregoing, no Incremental Revolving Credit Commitment or Incremental Term Loan Commitment shall become effective under this Section 2.23 unless (i) on the date of such Class made pursuant thereto. For effectiveness the avoidance conditions set forth in paragraphs (b) and (c) of doubtSection 4.01 shall be satisfied (provided that, if the proceeds of Incremental Term Loans may have identical terms are to any be used to finance a Permitted Acquisition, then, in lieu of the conditions set forth in paragraphs (b) and (c) of Section 4.01, and subject to Section 1.06, only (x) “specified representations” pursuant to customary “SunGard” or “certain funds” conditionality (conformed as necessary for such Permitted Acquisition) shall be required to be satisfied and (y) at the time of and immediately after such effectiveness, no Default or Event of Default under Section 7.01(b), (c), (g) or (h) shall have occurred and be continuing) and the Administrative Agent shall have received a certificate to that effect dated as of such date and executed by a Financial Officer of the Borrower, (ii) the Incremental Term Loans shall rank pari passu in right of payment and be 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 Revolving Credit Commitments and/or 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 (i) all Incremental Term Loans (other than Other Term Loans), when originally made, are included in each Borrowing of outstanding Term Loans on a pro rata basis and (ii) all Revolving Loans in respect of Incremental Revolving Credit Commitments, when originally made, are included in each Borrowing of outstanding Revolving 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 ABR Term Borrowing on the date of each Incremental 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. With respect to Incremental Revolving Credit Commitments, this may be accomplished by, with the consent of the Borrower, causing the Revolving Credit Lenders to assign portions of their outstanding Revolving Loans to Incremental Revolving Credit Lenders. 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 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 Term Loans are not Other Term Loans, the scheduled amortization payments under Section 2.11(a)(i) required to be made after the making of such Incremental Term Loans shall be ratably increased by the aggregate principal amount of such Incremental Term Loans and shall be treated as further increased for all Lenders on a pro rata basis to the same Class as extent necessary to avoid any of reduction in the amortization payments to which the Term Lenders were entitled before such Term Loansrecalculation.

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 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 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)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 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 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 New Revolving Credit 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 the New Revolving Credit 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 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 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 hereunderapplicable Borrower(s) (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 hereunderapplicable Borrower(s) (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 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 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 then existing Term Loans and be treated as the same Class as any of such Term LoansLoans to the extent permitted to be fungible for tax purposes.

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 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 term loan 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 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 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 (an “Incremental Term A Loan” or any Loan Party organized under the laws of the United States“Incremental Term B Loan”, any state thereofas applicable, the District of Columbia or any territory thereofand collectively, 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) (each 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)) is effected, 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 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, 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 its portion of the Incremental Revolving Credit Commitment of such Class and the Incremental Revolving Credit Loans of such Class made pursuant theretotheretoIncrease. For Notwithstanding the avoidance of doubtforegoing, Incremental Term A Loans may have identical terms to any of the Term A Loans and be treated as the same Class as any of such Term A Loans and Incremental Term B Loans may have identical terms to any of the Term B Loans and be treated as the same Class as any of such Term B 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 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 At any time after the Closing Date and prior to the Latest Maturity Date, the Borrower may, by notice to the Administrative Agent (which shall promptly deliver a copy to each of the Lenders), request the addition to this Agreement of (i) an incremental revolving credit facility in the form of an increase in the Revolving Facility effected pursuant to either (x) additional commitments under any existing Class of the Revolving Commitments (any such increase in such Revolving Commitments (including in respect of any existing Other Revolving Commitment of any Other Revolving Commitment Series), an “Incremental Revolving Commitment”) or (y) the addition of a new tranche of revolving commitments with pricing, maturity and/or other terms different from then existing Revolving Commitments effected through as provided in this Section 2.21 (any such additional tranche of revolving commitments, “Other Incremental Revolving Commitments”), (ii) Incremental Securitization Refinancing Facilities (as defined below) in the establishment form of a new tranche of term loans or an increase in the Revolving Facility pursuant to the incurrence of Incremental Revolving Credit Commitments or Other Incremental Revolving Commitments, or (iii) one or more new revolving credit commitments tranches of term loans (together with any new tranche of term loans incurred in the form of an Incremental Securitization Refinancing Facility, collectively “Incremental Refinancing Term Loans”) constituting Refinancing Indebtedness in respect of Permitted First Priority Debt (an “Incremental Senior Debt Refinancing Facility”), or new any combination thereof (such Incremental Revolving Commitments, Other Incremental Revolving Commitments, Incremental Refinancing Term Loans (in the form of either an Incremental Securitization Refinancing Facility or an Incremental Senior Debt Refinancing Facility, collectively, the “Incremental Facilities”); provided, however, that upon the effectiveness of any such Incremental Facility, no Default shall exist and the Borrower shall, if a Financial Covenant Effectiveness Period is then occurring, be in compliance with Section 6.12 (calculated, in the case of clause (y), on a pro forma basis to give effect to (1) any borrowing under the Incremental Facility (with any Revolving Commitments thereunder being deemed to be fully drawn), (2) any substantially simultaneous repayments of existing Revolving Loans and FILO Loans, (3) in the case of any Incremental Securitization Refinancing Facility, any substantially simultaneous repayments or repurchases of Third Party Interests or Indebtedness incurred under Section 6.01(a)(xvi)(A) (and the related repurchases of Securitization Assets and cessation of future purchases of Securitization Assets)), and (4) in the case of any Incremental Senior Debt Refinancing Facility, any substantially simultaneous repayments or repurchases of Permitted First Priority Debt and provided, further, that no Split-Priority Term Loan Debt may be incurred as an Incremental Facility hereunder. The Incremental Facilities shall (i) be in an aggregate principal amount (excluding the aggregate principal amount of Incremental Securitization Refinancing Facilities) not in excess of $300,000,000, (ii) rank pari passu in right of payment and of security with the other Loans, and (iii) (A) if such Incremental Facility is an increase in the Revolving Facility pursuant to any Incremental Revolving Commitment, such Incremental Facility shall be made on the same Facility of any terms (including, without limitation, interest, payment and maturity terms), and shall be subject to the same conditions as the applicable existing Class of Term Loans made on an Revolving Commitments to which such 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 relate (including through any Term Loan Increase)it being understood that customary arrangement or commitment fees payable to Arrangers or one or more Lenders or Additional Lenders participating in such increase, subject to as 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 thereofcase may be, may be designated as a borrower in respect thereof so long as all obligors under such Incremental Facility are the same as different from those paid with respect to the Loans hereunderexisting Revolving Commitments of the existing Revolving Lenders on or prior to the Closing Date or with respect to any other Lender in connection with any other Incremental Facility), and (B) if such Incremental Facility is an increase in the Revolving Facility pursuant to Other Incremental Revolving Commitments or if such Incremental Facility is in the form of Incremental Refinancing Term Loans, (an “x) such Incremental Term Loan”Facilities have such pricing as may be agreed by the Borrower and the Administrative Agent, (y) in an amount equal the case of any such Incremental Refinancing Term Loans, shall amortize in a manner, and be subject to its mandatory prepayments (if any) on terms, acceptable to the Administrative Agent, and mature no earlier than the Latest Maturity date of the FILO Facility and any other then existing Incremental Refinancing Term Loans and (z) otherwise be treated hereunder no more favorably than, in the case of Other Incremental Revolving Commitments, the Revolving Loans and Revolving Commitments (other than any Revolving Loan under Other Revolving Commitments of any Revolving Commitment Series), and in the case of Incremental Refinancing Term Loans, the outstanding FILO Loans and the FILO Facility and any other Incremental Refinancing Term Loans; provided, that the terms and provisions applicable to any Other Incremental Revolving Commitments or Incremental Refinancing Term Loans may provide for additional or different financial or other covenants applicable only during periods after the Latest Maturity Date that is in effect on the date of effectiveness of such Class and Incremental Facility. At no time shall (i) the Total ABL Outstandings at such time exceed (ii) the ABL Borrowing Base Amount in effect at such time, and the proceeds of the Incremental Facilities shall be used solely for the purposes set forth in Section 5.10, provided that the proceeds of Incremental Securitization Refinancing Facilities shall be used solely for the purposes specified in the penultimate sentence of this Section 2.21 and the proceeds of any Incremental Senior Debt Refinancing Facility shall be used solely to repay Permitted First Priority Debt and interest and other amounts relating thereto that can be financed with Refinancing Indebtedness relating to such Permitted First Priority Debt. Such notice shall set forth the requested amount and Class of Incremental Facilities, and shall offer each Lender the opportunity to offer a commitment (the “Incremental Term Lender Commitment”) to provide a portion of the Incremental Facility by giving written notice of such Class shall become a Lender hereunder with respect offered commitment to the Incremental Term Commitment of such Class Administrative Agent 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 Borrower within a time period (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 LoansOffer Period”) to be specified in an amount equal the Borrower’s notice; provided, however, that no existing Lender will be obligated 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.subscribe for

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 Borrower may, from time to time, on up to five (5) occasions after the November 2013 Incremental Term Loan Effective Date, by written notice to Administrative Agent, elect to increase the Revolving Commitments effected through the establishment of or enter into one or more new revolving credit commitments or new Term Loans not in the same Facility tranches 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 incremental term loans (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 each case in minimum increments of $25,000,000 (or such other amount equal as may be acceptable to its Incremental Term Commitment Issuing Bank, Administrative Agent and Borrower), so long as, after giving effect thereto, the aggregate amount of such Class increases and (ii) each Incremental Term Lender of all such Class shall become a Lender hereunder with respect to the Incremental Term Commitment of such Class and the Incremental Term Loans of does not exceed $800,000,000 from and after the November 2013 Incremental Term Loan Effective Date. Any such Class election must be made by the Borrower during the period from the Effective Date to the date that is 30 days prior to the Revolving Termination Date (or such later date to which the Revolving Commitments have been extended pursuant thereto. On to any Incremental Facility Closing Date on which any Incremental Revolving Credit Commitments Extension Permitted Amendment entered into in accordance with Section 2.18) in the case of any Class are effected through election to increase the establishment Revolving Commitments, or the Term Loan Maturity Date (or such later date to which the maturity of one or more new revolving credit commitments (including through the Term Loans has been extended pursuant to any Revolving Commitment IncreaseExtension Permitted Amendment entered into in accordance with Section 2.18), subject in the case of any election to incur Incremental Term Loans. Administrative Agent and/or its Affiliates shall use commercially reasonable efforts, with the satisfaction assistance of Borrower, to arrange a syndicate of Lenders willing to increase their existing Revolving Commitments, or to participate in such Incremental Term Loans, or extend Revolving Commitments, as 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, case may be designated as a borrower (each existing Lender so agreeing to an increase in respect thereof so long as all obligors under its Revolving Commitment, or to participate in 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 “Increasing Lender” and each new bank, financial institution or other entity, an “Augmenting Lender”). Each Increasing Lender and each Augmenting Lender increasing or extending a Revolving Commitment shall be acceptable to Issuing Bank and Swingline Lender. No consent of any Lender (other than the Lenders participating in the increase or any Incremental Loans”Term Loan) shall be required for any increase in an amount equal Revolving Commitments or Incremental Term Loan pursuant to its this Section 2.15. Increases and new Revolving Commitments and Incremental Term Loans created pursuant to this Section 2.15 shall become effective on the date agreed by Borrower, Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and Administrative Agent shall notify each Lender thereof. Such Incremental Term Loans and increases in the Revolving Credit Commitments shall be evidenced by the execution and delivery Borrower, Administrative Agent and Increasing Lender or Augmenting Lender (and, in the case of any increase or extension of a Revolving Commitment, Issuing Bank and Swingline Lender), as the case may be, of documentation acceptable to Administrative Agent. Notwithstanding the foregoing, no increase in the Revolving Commitments (or in the Revolving Commitment of any Lender) or tranche of Incremental Term Loans shall become effective under this Section 2.15 unless, (i) on the date of such Class effectiveness, (x) Administrative Agent shall have received such customary certificates, documents and opinion letters as it may reasonably request (it being understood and agreed that the forms of certificates, documents and opinion letters delivered pursuant to Section 5.01(a)(ii) through (vi) shall be acceptable), (y)(A) the conditions set forth in Section 5.02(a) and (b) shall be satisfied and (B) after giving effect to the increase in the Revolving Commitments and the Incremental Term Loans to be made on such date, Total Outstandings shall not exceed the Borrowing Base, and (z) Borrower shall be in pro forma compliance with the covenants set forth in Section 8.14 after giving effect to any Loans to be made on such date and the application of the proceeds therefrom as if made and applied on such date, and, Administrative Agent shall have received a certificate certifying as to the satisfaction of each of clauses (x), (y) and (z) dated such date (including calculations in reasonable detail showing pro forma compliance with the covenants in Section 8.14) and executed by a Responsible Officer of Borrower, which certificate can be incorporated into and constitute a part of an Incremental Amendment executed by Borrower pursuant to this Section 2.15. On the Effective Date of any increase in the Revolving Commitments or any Incremental Term Loans being made, (i) each relevant Increasing Lender and Augmenting Lender shall make available to Administrative Agent such amounts in immediately available funds as Administrative Agent shall determine, for the benefit of the other Lenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Loans of all the Lenders to equal its Revolving Commitment Percentage of such outstanding Revolving Loans, and (ii) except in the case of any Incremental Term Loans, Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Loans as of the date of any increase in the Revolving Commitments (with such reborrowing to consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified in a notice delivered by Borrower, in accordance with the requirements of Section 2.01(a)). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each Incremental Revolving Credit Lender of such Class Eurodollar Loan, shall become a Lender hereunder with respect be subject to indemnification by Borrower pursuant to the Incremental provisions of Section 3.05 if the deemed payment occurs other than on the last day of the related Interest Periods. Revolving Credit Loans made pursuant to any increased Revolving Commitment of such Class and the Incremental Term Loans (a) shall rank pari passu in right of payment with the Revolving Credit Loans and the initial Term Loans, (b) in the case of Incremental Term Loans, (x) shall not mature earlier than the Term Loan Maturity Date (but may have amortization prior to such Class made pursuant thereto. For date) and (y) shall have the avoidance weighted average life to maturity no shorter than the weighted average life to maturity of doubtthe initial Term Loans, and (c) shall be treated substantially the same as (and in any event no more favorably than) the Revolving Loans and the initial Term Loans, as applicable; provided that (i) the terms and conditions applicable to any tranche of Incremental Term Loans maturing after the Term Loan Maturity Date may provide for material additional or different financial or other covenants or prepayment requirements applicable only during periods after the Term Loan Maturity Date and (ii) the Incremental Term Loans may have identical terms to any of be priced differently than the Revolving Loans and the initial Term Loans. Increases in Revolving Commitments and Incremental Term Loans may be made hereunder pursuant to an amendment or restatement (an “Incremental Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by Borrower, each Increasing Lender participating in such tranche, each Augmenting Lender participating in such tranche, if any, Administrative Agent, and, in the case of increases in Revolving Commitment, Issuing Bank and Swingline Lender. The Incremental Amendment may, without the consent of any other Lenders (except as expressly required pursuant to Section 11.01), effect such amendments to this Agreement and the other Loan Documents as may be treated as necessary or appropriate, in the same Class as reasonable opinion of Administrative Agent, to effect the provisions of this Section 2.15. Nothing contained in this Section 2.15 shall constitute, or otherwise be deemed to be, a commitment on the part of any of such Lender to increase its Revolving Commitment hereunder, or provide Incremental Term Loans, at any time.

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 Incremental 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 Incremental 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 other Incremental Term Loans and be treated as the same Class as any of such Incremental 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 borrower(s) 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 Classes of revolving credit commitments (including through any Revolving Commitment Increase)commitments, 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 borrower(s) 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 Revolving Commitment Increase is effected, subject to the avoidance of doubt, Incremental Term Loans may have identical terms to any satisfaction of the Term Loans terms and conditions in this Section 2.14, (a) the adjustments set forth in Section 2.14(8) shall be treated as made and (b) each Incremental Revolving Lender in respect thereof shall become a Lender hereunder with respect to the same Class as any Incremental Revolving Commitment of such Term LoansClass and the Incremental Revolving Loans of such Class made pursuant thereto.

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 (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:

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 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 (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 effected through i. The Borrower may by written notice to the Administrative Agent elect to request the establishment of one or more new term loan or revolving credit commitments (the “New Commitments”) hereunder, in an aggregate amount for all such New Commitments not in excess of the Maximum Incremental Facilities Amount. Each such notice shall specify the date (each, an “Increased Amount Date”) on which the Borrower proposes that the New Commitments shall be effective, which date shall be reasonably acceptable to the Administrative Agent; provided that any Lender offered or new approached to provide all or a portion of any New Commitments may elect or decline, in its sole discretion, to provide such New Commitments. Such New Commitments shall become effective as of such Increased Amount Date; provided that (i) no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such New Commitments and to the making of any Tranche of New Loans pursuant thereto and after giving effect to any Permitted Acquisition or similar Investment consummated in connection therewith (provided, however, that, if the proceeds of any New Loans shall be used for a Permitted Acquisition, the Lenders providing such New Loans may waive any such Default or Event of Default existing on the applicable Increased Amount Date); (ii) the proceeds of any New Loans shall be used for general corporate purposes of the Borrower and its Subsidiaries (including, without limitation, Permitted Acquisitions and Investments permitted under Section 7.7 and prepayments or refinancing of Permitted Other Indebtedness); (iii) the New Loans shall share ratably in the Collateral; (iv) no Lender shall be obligated to provide any portion of any New Commitment; (v) the New Loans that are term loans (“New Term Loans”) shall share ratably or less in any mandatory prepayments of the existing Term Loans; (vi) in the case of any New Term Loans, the maturity date thereof shall not be earlier than the Term B2 Maturity Date and the weighted average life to maturity shall be equal to or greater than the weighted average life to maturity of Term B2 Loans; (vii) in the case of any New Loans that are revolving loans or commitments (“New Revolving Loans”) the maturity date or commitment termination date thereof shall not be earlier than the Revolving Termination Date and such New Revolving Loans shall not require any scheduled commitment reductions prior to the Revolving Termination Date; (viii) the New Revolving Loans shall share ratably or less in any mandatory prepayments of the existing Revolving Loans; (ix) all terms and documentation with respect to any New Loans which differ from those with respect to the Loans under the applicable Facility shall be reasonably satisfactory to the Administrative Agent (except to the extent permitted by clauses (vi) and (vii) above and the last sentence of this paragraph); (x) such New Loans or New Commitments shall be effected pursuant to one or more Joinder Agreements executed and delivered by the Borrower, the Administrative Agent and one or more New Lenders; (xi) with respect to any Mortgages that exist at the time of such New Loans, modifications to such Mortgages may be recorded and the Borrower shall deliver or cause to be delivered any title endorsements reasonably requested by Administrative Agent; (xii) the Borrower shall deliver or cause to be delivered any customary legal opinions, including legal opinions from local counsel with respect to any mortgage modifications, or other documents reasonably requested by Administrative Agent in connection with any such transaction, including any supplements or amendments to the Security Documents providing for such New Loans to be secured thereby; (xiii) with respect to any New Term Loans incurred on or prior to the date that is 18 months after the Closing Date, if the All-In Yield relating to the New Term Loans exceeds the All-In Yield then in effect with respect to the Term B2 Loans by more than 50 basis points the Applicable Margin relating to (x) the existing Term B2 Loans shall be adjusted so that the All-In Yield relating to such New Term Loans does not in exceed the same Facility All-In Yield applicable to the existing Term B2 Loans by more than 50 basis points (the amount of any such adjustment, the “MFN Adjustment”) and (y) the All-In Yield applicable to the existing Class Term B1 Loans shall be adjusted by an amount equal to the MFN Adjustment; (xiv) there shall be no borrower (other than the Borrower) and no guarantors (other than the Guarantors) in respect of Term such New Loans; and (xv) the New Loans shall not be secured by any asset of the Borrower and its subsidiaries other than the Collateral. Any New Loans made on an Incremental Facility Closing Increased Amount Date that have terms and provisions that differ from those of the Term Loans or Revolving Loans, as applicable, outstanding on the date on which such New Loans are made shall be designated as a separate Class tranche (a “Tranche”) of Incremental Commitments Term Loans or Revolving Loans, as applicable, for all purposes of this Agreement, except as the relevant Joinder Agreement otherwise provides. For the avoidance of doubt, the rate of interest and the amortization schedule (if applicable) of any New Commitments shall be determined by the Borrower and the applicable New Lenders and shall be set forth in the applicable Joinder Agreement. ii. On any Incremental Facility Closing Increased Amount Date on which any Incremental Term Commitments of any Class are effected (including through any Term Loan Increase)New Commitment become effective, subject to the satisfaction of the foregoing terms and conditions in this Section 2.14conditions, each lender with a New Commitment (i) each Incremental Term Lender of such Class shall make each, 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 LoanNew Lender”) 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 such New Commitment. iii. The terms and provisions of 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 New Commitments of any Class are effected through Tranche shall be, except as otherwise set forth in the establishment of one or more new revolving credit commitments (including through any Revolving Commitment Increase)relevant Joinder Agreement, subject identical to the satisfaction those of the terms applicable Loans and conditions in for purposes of 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 StatesAgreement, any state thereof, the District of Columbia New Loans or any territory thereof, may New Commitments shall be designated as a borrower in respect thereof so long as all obligors under such Incremental Facility are the same as with respect deemed to the Loans hereunder) (when borrowed, “Incremental Revolving Credit Loans” and collectively with Incremental be Term Loans, an “Incremental Loans”) in an amount equal Revolving Loans or Revolving Commitments, as applicable. Each Joinder Agreement may, without the consent of any other Lenders, effect such amendments 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 this Agreement and the Incremental Revolving Credit Loans of such Class made pursuant thereto. For other Loan Documents as may be necessary or appropriate, in the avoidance of doubt, Incremental Term Loans may have identical terms to any opinion of the Term Loans and be treated as Administrative Agent, to effect the same Class as any provisions of such Term Loansthis Section 2.25.

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 (a) Each Borrower may, by written notice to the Administrative Agent from time to time, request (x) Incremental Term Loan Commitments effected through the establishment of from one or more new revolving credit commitments Incremental Term Lenders, all of which must be Eligible Assignees and (y) Incremental Revolving Credit Commitments from one or new more Incremental Revolving Lenders; provided that the aggregate amount of Incremental Term Loans and/or Incremental Revolving Commitments so requested by the Borrowers shall not exceed the Incremental Loans Amount. 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 such lesser amount equal to the same Facility remaining Incremental Loans Amount with respect to Incremental Term Loan Commitments), (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) (the “Increase Effective Date”) and (iii) with respect to Incremental Term Loan Commitments, whether such Incremental Term Loan Commitments are commitments to make additional Term Loans or commitments to make term loans with terms different from the Term Loans (“Other Term Loans”). (b) Each 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 Loan Lenders in connection therewith. The applicable Borrower and each Incremental Loan 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 Loan Commitment of each Incremental Loan Lender. 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 existing Class of Term Loans made on an Incremental Facility Closing Date Loan Assumption Agreement, this Agreement shall be designated a separate Class deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Incremental Commitments for all purposes of Loan Commitment and the Incremental Loans evidenced thereby, and the Administrative Agent and the applicable Borrower may revise this Agreement. On any Incremental Facility Closing Date on which any Incremental Term Commitments Agreement to evidence such amendments (without the consent of any Class are effected other Lender); provided, that: (including through any Term Loan Increase), subject i) the Incremental Revolving Credit Commitments shall be implemented as an increase to the satisfaction Revolving Credit Commitments and the terms of the Incremental Revolving Credit Commitments and Incremental Revolving Loans shall be identical to the Revolving Credit Commitments and the Revolving Loans; (ii) the terms and conditions in this Section 2.14, (i) each Incremental Term Lender provisions 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 shall be identical to those of such Class made pursuant thereto. On any Incremental Facility Closing Date on the Term Loans, except as to maturity, interest rates, fees and amortization (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), shall be subject to the satisfaction following clauses (x) through (z)) and except as otherwise agreed by the Required Lenders; provided that unless otherwise agreed by the Required Lenders, (x) the final maturity date of any Other Term Loans shall be no earlier than the Term Loan Maturity Date, (y) the average life to 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 Other Term Loans may have identical terms shall be no shorter than the average life to any maturity of the Term Loans and be treated (z) if the All-in Yield on such Other Term Loans exceeds the All-in Yield applicable to Eurodollar Term Loans, by more than 50 basis points (the amount of such excess above 50 basis points being referred to herein as the same Class as “Yield Differential”), then the 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; and (iii) to the extent the Revolving Credit Commitments are being increased on the relevant Increase Effective Date in connection with any Incremental Revolving Credit Commitments, the Administrative Agent and the applicable Borrower shall determine the final allocation of such increase on the Increase Effective Date and the Administrative Agent shall promptly notify the applicable Borrower and the Revolving Credit Lenders of the final allocation of such increase and the Increase Effective Date. On the Increase Effective Date, each of the Revolving Credit Lenders having a Revolving Credit Commitment prior to such Increase Effective Date (“Pre-Increase Revolving Lenders”) shall assign to any Revolving Lender which is acquiring a new or additional Revolving Credit Commitment on the Increase Effective Date (“Post-Increase Revolving Lenders”), and such Post-Increase Revolving Lenders shall purchase from each Pre-Increase Revolving Lender such participation interests in L/C Exposure outstanding on such Increase Effective Date, and purchase Revolving Loans from Pre-Increase Revolving Lenders (or the Borrowers shall prepay Revolving Loans of Pre-Increase Revolving Lenders (and pay any additional amounts required pursuant to Section 2.16) and borrow Revolving Loans from Post-Increase Revolving Lenders) pursuant to procedures reasonably acceptable to the Administrative Agent such that after giving effect to all such assignments and purchases and repayments and borrowings, such Revolving Loans and participation interests in L/C Exposure will be held by Pre-Increase Revolving Lenders and Post-Increase Revolving Lenders ratably in accordance with their Pro Rata Percentage of the Revolving Credit Commitments after giving effect to such increased Revolving Credit Commitments. (c) Notwithstanding the foregoing, no Incremental Loan Commitment shall become effective under this Section 2.26 unless (i) on the date of such effectiveness, and after giving effect to such Incremental Loan Commitment (assuming that the related Incremental Loans were drawn in full on such date), (x) the conditions set forth in paragraphs (b) and (c) of Section 4.01 shall be satisfied, (y) the Senior Secured Leverage Ratio shall be less than or equal to 4.50:1.00 on a pro forma basis and (z) the Administrative Agent shall have received a certificate as to the foregoing dated such date and executed by a Financial Officer of the Lead Borrower and (ii) except as otherwise specified in the applicable Incremental Loan Assumption Agreement, the Administrative Agent shall have received (with sufficient copies for each of the Incremental Loan 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 4.02. (d) Each of the parties hereto hereby agrees that the Administrative Agent may, in consultation with the Lead Borrower, take any and all action as may be reasonably necessary to ensure that all Incremental Loans (other than Other Term Loans), when originally made, are included in each Borrowing of outstanding Loans on a pro rata basis. This may be accomplished by requiring each outstanding Eurodollar 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 Eurodollar Borrowing on a pro rata basis. Any conversion of Eurodollar Loans to ABR Loans required by the preceding sentence shall be subject to Section 2.16. If any Incremental Loan is to be allocated to an existing Interest Period for a Eurodollar 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 Term Loans are not Other Term Loans, the scheduled amortization payments under Section 2.11(a)(i) required to be made after the making of such Incremental Term Loans shall be ratably increased by the aggregate principal amount of such Incremental Term Loans and shall be further increased for all Lenders on a pro rata basis to the extent necessary to avoid any reduction in the amortization payments to which the Term Lenders were entitled before such recalculation. (e) The Incremental Loans and Incremental Loan Commitments established pursuant to this Section 2.26 shall constitute Loans and Commitments 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 equally and ratably from the Guarantees and security interests created by the Security Documents except to the extent otherwise provided in the Incremental Loan Assumption Agreement applicable thereto. The Loan Parties shall take any actions reasonably requested by the Administrative Agent to ensure that the Liens granted by the Security Documents continue to be perfected under the UCC or otherwise after giving effect to the establishment of any such new Incremental Loans or any such new Incremental Loan Commitments.