Common use of Incremental Loans Clause in Contracts

Incremental Loans. (a) Each Lender hereby agrees to provide a Commitment to the Borrower to make Revolving Loans from and after the Incremental 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 (each, an “Incremental Commitment” and, collectively, the ” Incremental 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 Commitments shall be deemed to be “Commitments” as defined in the Credit Agreement (as amended hereby) for all purposes of the Loan Documents having terms and provisions identical to those applicable to the Commitments outstanding immediately prior to the Incremental Amendment Effective Date (the “Existing Revolving Commitments”). (b) Each Lender (i) confirms that a copy of the Credit Agreement and the other applicable Loan Documents, together 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, have been made available to such Lender; (ii) agrees that it will, independently and without reliance upon the Administrative Agent 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 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 Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto.

Incremental Loans. (a) Each Lender hereby agrees The Borrower may at any time or from time to provide a Commitment time after the Third Amendment Effective Date, by written notice to the Borrower Administrative Agent as provided below, request one or more Lenders (including Persons who shall become Incremental Lenders pursuant to make Revolving this Section 2.01(c)) to (x) provide additional Term Loans from or increase the amount of their Term Loans and/or (y) establish one or more additional tranches of term loans hereunder (collectively, the “Incremental Loans”); provided that (i)(A) the aggregate amount of Incremental Loans to be used solely for the purposes permitted under 240(i) (the “General Incremental Loans”) shall not exceed $500,000,000; (B) the aggregate amount of Incremental Loans to be used solely for the purposes permitted under 240(ii) (the “Specified Incremental Loans”) shall not exceed $200,000,000; (C) the aggregate amount of Incremental Loans to be used solely for the purposes permitted under 240(iii) (the “Additional Specified Incremental Loans”) shall not exceed $530,000,000 and after (D) the aggregate amount of Incremental Loans to be used solely for the purposes permitted under Section 6.08(d)(iv) (the “2012 Specified Acquisition Incremental Loans”) shall not exceed the Maximum 2012 Transaction Debt Amount; (ii) both at the time of any such request and upon the effectiveness of any Incremental Loan Amendment with respect to an Incremental Loan, (A) no Default shall exist and (B) the First Lien Indebtedness Ratio (determined on a pro forma basis as of the relevant determination date as if such Incremental Loans had been outstanding on the most recent period of four consecutive fiscal quarters) shall not be greater than (x) 3.50 to 1.00 at any time during the period beginning on the Fourth Amendment Effective Date in U.S. Dollars and ending on December 31, 2014 and (y) 3.25 to 1.00 thereafter; (iii) each Person which the Borrower shall request to make an Incremental Loan shall be subject to the prior consent of the Administrative Agent (such consent not to be unreasonably withheld); (iv) each tranche of Incremental Loans shall be in an aggregate principal amount equal to that is not less than $10,000,000 (or such lesser amount that represents all of the amount remaining availability under the limits set forth opposite such Lender’s name on Schedule I attached hereto in clause (each, an “i) above); (v) except for Incremental Commitment” and, collectivelyLoans requested under clause (x) above that are Tranche A Term Loans, the ” Incremental Commitments”), on Loan Maturity Date of the terms set forth herein and in Incremental Loans of any Series shall not be earlier than the Credit Agreement Tranche B Term Loan Maturity Date (as amended herebyexcept that the scheduled final maturity of such Incremental Loans may be accelerated pursuant to 73), and the Average Life to Maturity of the Incremental Loans shall be greater than the Average Life to Maturity of the Tranche B Term Loans (except that Incremental Loans shall be entitled to participate, to the extent provided in 82, in mandatory prepayments); and (vi) except as otherwise provided in 243, the Borrower shall within 30 days after the date a Person becomes a TV/Radio Subsidiary cause the Collateral and Guarantee Requirement to be satisfied with respect to such TV/Radio Subsidiary. Such notice shall specify (w) the amount of such Incremental Loans and the Person or Persons to provide such Incremental Loans, (x) the date on which such Incremental Loans shall be made, (y) the Incremental Loan Maturity Date and the Incremental Loan Principal Payment Dates (if any) for such Incremental Loans and (z) the Applicable Margin that will apply to such Incremental Loans and (if applicable) the rate of the commitment fee, if any, payable by the Borrower in respect of the commitment to make such Incremental Loans, together with such other information reasonably requested by the Administrative Agent in connection therewith. Amounts prepaid in respect of Incremental Loans may not be reborrowed. Notwithstanding anything herein to the contrary, no Lender shall be obligated to provide any Incremental Loans. Any Person or Persons shall become an Incremental Lender hereunder upon execution and delivery to the Administrative Agent of an Incremental Loan Amendment (in form reasonable satisfactory to the Administrative Agent) by such Person or Persons, the Borrower and the Administrative Agent; provided that the effectiveness of such Incremental Loan Amendment shall be subject to the satisfaction of each of the conditions set forth hereinin this Section and Sections 201 and 194 (it being understood that all references to “date of such Borrowing” or similar language in 190 shall be deemed to refer to the effective date of such Incremental Loan Amendment) and such other conditions as the parties to such Incremental Loan Amendment shall agree. The Incremental Commitments Loans made pursuant to the same Incremental Loan Amendment shall be deemed to be a separate series (each a “Commitments” as defined in the Credit Agreement (as amended herebySeries”) of Incremental Loans for all purposes of the Loan Documents having terms and provisions identical to those applicable to the Commitments outstanding immediately prior to the Incremental Amendment Effective Date (the “Existing Revolving Commitments”)this Agreement. (b) Each Lender (i) confirms that a copy of the Credit Agreement and the other applicable Loan Documents, together 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, have been made available to such Lender; (ii) agrees that it will, independently and without reliance upon the Administrative Agent 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 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 Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto.

Incremental Loans. (ai) So long as no Default or Event of Default has occurred and is continuing, at any time and from time to time prior to December 31, 2002, the Borrower may request pursuant to the procedure set forth in Section 2.16, the addition of an Incremental Facility consisting of ------------ either a new tranche of revolving loans (each, an "Incremental ----------- Revolving Loan") or a new tranche of term loans (each, an "Incremental -------------- ----------- Term Loan"); provided however that the Borrower may not make a request --------- -------- for an Incremental Facility if after giving effect thereto the sum of all then outstanding Incremental Revolving Loans and unused Incremental Revolving Commitments, Incremental Term Loans and unused Incremental Term Commitments would exceed the then Maximum Incremental Amount. Each Lender hereby agrees Incremental Revolving Loan and each Incremental Term Loan shall: (A) unless otherwise specifically provided in this Agreement, upon the effectiveness of the Incremental Revolving Commitment or Incremental Term Commitment relating thereto as provided in Section ------- 2.01(c)(ii), be deemed to be a Revolving Loan or a Term Loan, as ----------- applicable, for all purposes under this Agreement, including for purposes of the sharing of Collateral and guarantees under the Guaranty Agreements all on a pari passu basis with all other ---- ----- Obligations; (B) have such pricing as may be agreed by the Borrower and the Banks agreeing to provide such Incremental Revolving Loans and/or Incremental Term Loans pursuant to the provisions of this Section 2.01(c) and Section 2.16; and (C) otherwise have all of the --------------- ------------ same terms and conditions as the Revolving Loans that are not Incremental Revolving Loans (if such Incremental Loans are Incremental Revolving Loans) or as the Term Loans that are not Incremental Term Loans (if such Incremental Loans are Term Loans). In addition, unless otherwise specifically provided in this Agreement, all references in the Loan Documents to Revolving Loans and to Term Loans shall be deemed, as the context requires, to include references to Incremental Revolving Loans and Incremental Term Loans, respectively, made pursuant to this Agreement. No Bank shall have any obligation to make an Incremental Loan unless and until it commits to do so. Subject to the proviso at the end of Section 2.16(a), Commitments in respect of --------------- Incremental Loans shall become Commitments under this Agreement pursuant to (x) an amendment (each, an "Incremental Loan Amendment") -------------------------- to this Agreement executed by the Borrower, each Bank or other approved financial institution agreeing to provide such Commitment (and no other Bank shall be required to execute such amendment), and the Administrative Agent, and (y) any amendments to the other Loan Documents (executed by the relevant Credit Party and the Administrative Agent only) as the Administrative Agent shall reasonably deem appropriate to effect such purpose. Notwithstanding anything to the contrary contained herein, the effectiveness of such Incremental Loan Amendment shall be subject to the satisfaction on the date thereof and, if different, on the date on which the Incremental Loans are made, of each of the conditions set forth in Section 5.03. ------------ (ii) So long as (x) the Borrower shall have given the Administrative Agent no less than five Business Days' prior notice of the effectiveness thereof and (y) any financial institution not theretofore a Bank which is providing an Incremental Revolving Commitment and/or an Incremental Term Commitment shall have become a Bank under this Agreement pursuant to an Incremental Loan Amendment, the Incremental Revolving Commitment and/or Incremental Term Commitment being requested by the Borrower shall become effective under this Agreement upon the effectiveness of such Incremental Loan Amendment. Upon such effectiveness, Schedule 2.01 shall be deemed ------------- amended to reflect such Commitments. In the event that an Incremental Facility shall have become effective, the Bank or Banks providing such Incremental Revolving Commitments or Incremental Term Commitments shall be deemed to have agreed, severally and not jointly, upon the terms and subject to the conditions of this Agreement, (A) with respect to Incremental Term Commitments, to make an Incremental Term Loan in the amount of the Incremental Term Commitment of such Bank on the effective date of the applicable Increment Loan Amendment and (B) with respect to Incremental Revolving Commitments, to make from time to time during the period from the date of the effectiveness of the applicable Incremental Loan Amendment through the Maturity Date, one or more Incremental Revolving Loans to the Borrower pursuant to make Revolving Loans from and after the Incremental Amendment Effective Date in U.S. Dollars provisions of Section 2.03 in an aggregate principal amount equal to the amount set forth opposite such Lender’s name on Schedule I attached hereto (each, an “Incremental Commitment” and, collectively, the ” Incremental 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 Commitments shall be deemed to be “Commitments” as defined in the Credit Agreement (as amended hereby) for all purposes of the Loan Documents having terms and provisions identical to those applicable to the Commitments outstanding immediately prior to not ------------ exceeding at any time the Incremental Amendment Effective Date (the “Existing Revolving Commitments”)Commitment of such Bank at such time. (b) Each Lender (i) confirms that a copy of the Credit Agreement and the other applicable Loan Documents, together 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, have been made available to such Lender; (ii) agrees that it will, independently and without reliance upon the Administrative Agent 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 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 Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto.

Incremental Loans. (ai) Each Lender hereby agrees Incremental Loan Commitments shall become Commitments under this Agreement pursuant to provide a Commitment an amendment to the Borrower to make Revolving Loans from and after the Incremental 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 this Agreement (each, an “Incremental Commitment” andLoan Amendment”) executed by the Borrower, collectivelyeach Lender or other Person to whom any portion of 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 Commitments”), on the terms set forth herein and in the Credit Agreement (as amended hereby), and subject to the conditions set forth hereinLoan 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 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 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 or an increase to any prior series of Incremental Loans (in each case, a “Series”; for purposes of this Section 2.23, the Initial Term Loans and any increase thereof shall be deemed to be “Commitments” as defined in the Credit Agreement (as amended herebya 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 Documents having 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 Loan Effective Date on which any Incremental Loan Commitments of any Series are effective, subject to the satisfaction of the foregoing terms and provisions identical to those applicable conditions (including, but not limited to, delivery of a Borrowing Notice), (i) each Incremental Lender of any Series shall make a Loan to the Commitments outstanding immediately prior Borrower (an “Incremental Loan”) in an amount equal to its Incremental Loan Commitment of such Series and (ii) each Incremental Lender of any Series shall become a Lender hereunder with respect to the Incremental Amendment Effective Date (Loan Commitment of such Series and the “Existing Revolving Commitments”)Incremental Loans of such Series made pursuant thereto. (biv) Each Lender (i) confirms that a copy The Administrative Agent shall notify Lenders promptly upon receipt of Borrower’s notice of each Incremental Loan Effective Date and in respect thereof the Credit Agreement Series of Incremental Loan Commitments and the other applicable Incremental Lenders of such Series. (v) The Incremental Loans and Incremental Loan DocumentsCommitments established pursuant to this Section 2.23 shall constitute Term Loans and Term Commitments under, together with copies of and shall be entitled to all 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 benefits afforded by, this Amendment and make an Incremental Commitment, have been made available to such Lender; (ii) agrees that it will, independently and without reliance upon the Administrative Agent 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 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 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 Series shall be identical to the Administrative Agent by 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 thereof, together with and conditions applicable to any Series of Incremental Loans maturing after the Term Loan Maturity Date of the Initial Term Loans may provide for material additional or different financial or other covenants or prepayment requirements applicable only during periods after the such powers as are reasonably incidental theretoTerm Loan Maturity Date and (z) the Incremental Loans may be priced differently than the Initial Term Loans or any other Series of Incremental Loans.

Incremental Loans. (a) Each Lender hereby agrees to provide a Commitment At any time prior to the Revolving Credit Termination Date, the Borrower may, by notice to make Revolving the Administrative Agent (which shall promptly deliver a copy to each of the Lenders), request the addition of up to two new tranches of term loans (the “Incremental Loans”). The Incremental Loans from and after the Incremental Amendment Effective Date in U.S. Dollars shall: (i) be in an aggregate principal amount up to $50,000,000 and be made in up to two drawings, provided that, each borrowing shall be a minimum amount of $20,000,000; (ii) unless otherwise provided in this Agreement, be Term Loans for all purposes hereunder (including for purposes of sharing of Collateral and guarantees under the Guarantee and Collateral Agreement and for the purposes of any optional or mandatory prepayment); (iii) have such pricing as may be agreed by the Borrower and the Lenders providing such Incremental Loans; provided that the applicable margin for the Incremental Loans shall not exceed the Applicable Margin then in effect for the Initial Term Loans plus 0.25%; (iv) have the same or longer Weighted Average Life to Maturity as the Initial Term Loans; and (v) have a final maturity date occurring not earlier than the date which, on the date the Incremental Loans are made, is the scheduled final maturity date of the Initial Term Loans; and shall otherwise have the same terms as the Term Loans (and, unless otherwise noted in this Agreement, references to Term Loans shall be deemed as the context requires to include references to the Incremental Loans). The Borrower shall have the right to arrange for one or more banks or other financial institutions (any such bank or other financial institution being called an “Incremental Lender”) to extend commitments to provide Incremental Loans in an aggregate amount equal to the amount, if any, by which the commitments by the Lenders to provide such Incremental Loans are less than the amount set forth opposite thereof requested by the Borrower, provided that, each Incremental Lender shall be subject to the approval of the Borrower and the Administrative Agent (which approval shall not be unreasonably withheld). No Lender shall have any obligation to make an Incremental Loan unless and until it commits to do so. Commitments in respect of Incremental Loans shall become Commitments under this Agreement pursuant to an amendment to this Agreement executed by each of the Borrower, each Lender agreeing to provide such Commitment, each Incremental Lender’s name , if any, and the Administrative Agent, 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 Commitments in respect of Incremental Loans 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 effectiveness of such amendment shall be subject to the satisfaction on Schedule I attached hereto (each, an “Incremental Commitment” the date thereof and, collectively, the ” Incremental Commitments”)if different, on the terms set forth herein and in date on which the Credit Agreement (as amended hereby)Incremental Loans are made, and subject to of each of the conditions set forth herein. The Incremental Commitments shall be deemed to be “Commitments” as defined in the Credit Agreement paragraphs (as amended herebya) for all purposes and (b) of the Loan Documents having terms and provisions identical to those applicable to the Commitments outstanding immediately prior to the Incremental Amendment Effective Date (the “Existing Revolving Commitments”)Section 5.2. (b) Each Lender Notwithstanding anything to the contrary contained in this Agreement, (i) confirms the Borrower may not make more than two requests pursuant to Section 2.25 or pursuant to Section 2.26, provided that, it is understood and agreed that a copy the Borrower may, at its sole option, make one request pursuant to each of the Credit Agreement Section 2.25 and the other applicable Loan Documents, together with copies of the financial statements referred to therein Section 2.26 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, have been made available to such Lender; (ii) agrees that it will, independently and without reliance upon the Administrative Agent 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 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 Administrative Agent aggregate amount of Incremental Loans requested by the terms thereof, together with such powers as are reasonably incidental theretoBorrower pursuant to this Section 2.25 plus the aggregate amount of increases of the Revolving Credit Commitments pursuant to this Section 2.26 shall not exceed $50,000,000.

Incremental Loans. (ai) Each Lender hereby agrees So long as no Default or Event of Default has occurred and is continuing, at any time and from time to provide a Commitment time prior to December 31, 2002, the Borrowers may request pursuant to the Borrower to make Revolving Loans from and after the Incremental Amendment Effective Date in U.S. Dollars in an aggregate principal amount equal to the amount procedure set forth opposite such Lender’s name on Schedule I attached hereto in Section 2.16, the addition of an Incremental Facility ------------ consisting of a new tranche of revolving loans (each, an “"Incremental Commitment” ----------- Loan"); provided, however, that the Borrowers may not make a request ---- -------- for an Incremental Facility if after giving effect thereto the sum of all then outstanding Incremental Loans (and unused Incremental Commitments therefor) would exceed the then Maximum Incremental Amount. Each Incremental Loan shall: (A) unless otherwise specifically provided in this Agreement, upon the effectiveness of the Incremental Commitment relating thereto as provided in Section ------- 2.01(b)(ii), be deemed to be a Loan for all purposes under this ----------- Agreement, including for purposes of the sharing of Collateral and guarantees under the Guaranty Agreements all on a pari passu basis ---- ----- with all other Obligations; (B) have such pricing as may be agreed by the Borrowers and the Banks agreeing to provide such Incremental Loans pursuant to the provisions of this Section 2.01(b) and Section 2.16 and (C) --------------- ------------ otherwise have all of the same terms and conditions as the loans that are not Incremental Loans. In addition, unless otherwise specifically provided in this Agreement, all references in the Loan Documents to Loans shall be deemed to include references to Incremental Loans made pursuant to this Agreement. No Bank shall have any obligation to make an Incremental Loan unless and until it commits to do so. Subject to the proviso at the end of Section 2.16(a), --------------- Commitments in respect of Incremental Loans shall become Incremental Commitments under this Agreement pursuant to (x) an amendment (each, an "Incremental Loan Amendment") to this Agreement executed by the -------------------------- Borrowers, each Bank or other approved financial institution agreeing to provide such commitment (and no other Bank shall be required to execute such amendment) and the Administrative Agent, and (y) any amendments to the other Loan Documents (executed by the relevant Credit Party and the Administrative Agent only) as the Administrative Agent shall reasonably deem appropriate to effect such purpose. Notwithstanding anything to the contrary contained herein, the effectiveness of such Incremental Loan Amendment shall be subject to the satisfaction on the date thereof and, collectively, the ” Incremental Commitments”)if different, on the terms set forth herein and in date on which the Credit Agreement (as amended hereby)Incremental Loans are made, and subject to of each of the conditions set forth hereinin Section 5.03. The ------------ (ii) So long as (x) the Borrowers shall have given the Administrative Agent no less than five Business Days' prior notice of the effectiveness thereof and (y) any financial institution not theretofore a Bank which is providing an Incremental Commitment shall have become a Bank under this Agreement pursuant to an Incremental Loan Amendment, the Incremental Commitment being requested by the Borrowers shall become effective under this Agreement upon the effectiveness of such Incremental Loan Amendment. Upon such effectiveness, Schedule 2.01 shall be deemed amended to reflect such ------------- commitments. In the event that an Incremental Facility shall have become effective, the Bank or Banks providing such Incremental Commitments shall be deemed to be “Commitments” as defined in have agreed, severally and not jointly, upon the Credit Agreement (as amended hereby) for all purposes terms and subject to the conditions of this Agreement, to make from time to time during the period from the date of the effectiveness of the applicable Incremental Loan Documents having terms and provisions identical to those applicable Amendment through the Maturity Date, one or more Incremental Loans to the Commitments outstanding immediately prior Borrowers pursuant to the provisions of Section 2.03 in an aggregate principal amount not ------------ exceeding at any time the Incremental Amendment Effective Date (the “Existing Revolving Commitments”)Commitment of such Bank at such time. (b) Each Lender (i) confirms that a copy of the Credit Agreement and the other applicable Loan Documents, together 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, have been made available to such Lender; (ii) agrees that it will, independently and without reliance upon the Administrative Agent 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 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 Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto.

Incremental Loans. (a) Each Subject to the terms and conditions and in reliance upon the representations and warranties set forth herein and in the Restated Credit Agreement, each Second Incremental Lender hereby agrees (severally and not jointly) to provide a Commitment make an Incremental Loan to the Borrower to make Revolving Loans from and after on the Incremental Amendment Restatement Effective Date in U.S. Dollars in an aggregate principal amount equal to its Second Incremental Loan Commitment; provided that each Second Incremental Loan made on the Restatement Effective Date shall be funded net of original issue discount in an amount set forth opposite equal to 1.0% of the principal amount of such Lender’s name on Schedule I attached hereto Second Incremental Loan. Amounts borrowed under this Section 3(a) and repaid or prepaid may not be reborrowed. (each, an “Incremental Commitment” and, collectivelyb) Unless the context shall otherwise require, the Second Incremental Lenders shall constitute “Lenders”, and the Second Incremental Loans shall constitute additional “Loans” Incremental Commitments”(and not Other Loans), on the terms set forth herein and in the Credit Agreement (as amended hereby), and subject to the conditions set forth herein. The Incremental Commitments shall be deemed to be “Commitments” as defined in the Credit Agreement (as amended hereby) each case for all purposes of the Loan Documents having terms and provisions identical to those applicable to the Commitments outstanding immediately prior to the Incremental Amendment Effective Date (the “Existing Revolving Commitments”). (b) Each Lender (i) confirms that a copy of the Credit Agreement and the other applicable Loan Documents, together 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, have been made available to such Lender; (ii) agrees that it will, independently and without reliance upon the Administrative Agent 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 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 Restated Credit Agreement and the other Loan Documents as are delegated Documents. (c) The proceeds of the Second Incremental Loans shall be used by the Borrower to pay fees and expenses incurred in connection with this Agreement, to provide working capital for exploration and production operations and for general corporate purposes. (d) Unless previously terminated, the Second Incremental Commitments shall terminate upon the earlier to occur of (i) the making of the Second Incremental Loans on the Restatement Effective Date and (ii) 5:00 p.m., New York City time, on March 30, 2012. (e) This Agreement shall constitute (i) the written notice required to be delivered by the Borrower with respect to the Second Incremental Loan Commitments pursuant to Section 2.08(a) of the Restated Credit Agreement and (ii) an Incremental Loan Assumption Agreement for purposes of Section 2.08(b) of the Restated Credit Agreement. (f) Upon the making of the Second Incremental Loans on the Restatement Effective Date, the Administrative Agent by will provide a copy of Annex I to the terms thereof, together with Restated Credit Agreement as in effect on such powers as are reasonably incidental theretodate to the Borrower and each Lender (including each Second Incremental Lender).

Incremental Loans. (ai) Each Lender hereby agrees One or more Borrowers may request additional term loans to be made on the Incremental Funding Date (the “Incremental Loans”) by (1) one or more of the current Lenders agreeing to provide an Incremental Loan (any current Lender which so provides shall be referred to as an “Increasing Lender”) or (2) one or more new lenders (each a Commitment “New Lender”) joining this Agreement and providing an Incremental Loan, as applicable, hereunder, subject to the Borrower following terms and conditions: (A) reserved; (B) the Borrowers shall have a pro forma Total Funded Debt to make Revolving Loans EBITDA Ratio for the 12-month period then ended of less than 5.75:1.00; provided, that for such foregoing calculation, “EBITDA” shall include, at Borrowers’ option, the projected EBITDA generated from and after the Incremental Amendment Effective Date in U.S. Dollars Vessel 17 in an aggregate principal amount equal to $3,834,000; provided, further, (x) if the First Lien Credit Agreement permits First Lien Incremental Term Loans and the proceeds thereof are to be used for the acquisition and construction costs and expenses in accordance with Section 5.15, then the Borrowers may only borrow First Lien Incremental Term Loans, so long as the Incremental Loans are at least thirty-six percent (36%) of the aggregate amount of the Incremental Loans and the First Lien Incremental Term Loans; and (y) if the proceeds of First Lien Incremental Loans are to be used for any purpose other than as set forth in foregoing clause (x), then the Borrowers may only borrow First Lien Incremental Term Loans, so long as the Incremental Loans are at least twenty percent (20%) of the aggregate amount of the Incremental Loans and the First Lien Incremental Term Loans; provided, however, if the Lenders hereunder decline their right to provide the required portion of Incremental Loans hereunder, then the Borrowers may borrow First Lien Incremental Term Loans without borrowing any Incremental Loans; (C) no current Lender shall be obligated to provide an Incremental Loan, and any agreement to provide an Incremental Loan by any current Lender shall be in the sole discretion of such current Lender; (D) Borrowers may not request the addition of a New Lender unless (and then only to the extent that) there is insufficient participation on behalf of the existing Lenders in the Incremental Loans being requested by Borrowers, evidenced by a written notice delivered to the Borrowers of such applicable existing Lender’s election not to provide an Incremental Loan; (E) the aggregate original principal amount of all Incremental Loans shall not exceed US$22,500,000 (or US$32,500,000 in the event that the First Lien Credit Agreement has not been amended for any reason on or prior to the Incremental Funding Date, by the parties thereto to permit the borrowers under the First Lien Credit Agreement to borrow additional First Lien Term Loans in the amount set forth opposite such of US$10,000,000); (F) subject to the Intercreditor Agreement, the Incremental Loans shall be on terms and conditions (including pricing terms) not less favorable than that provided to the Lenders that have made Term Loans; (G) Borrowers may not request the Incremental Loans under this Section 1.1(f) more than two (2) times during the period commencing on the Closing Date and ending on the second (2nd) anniversary of the Closing Date; (H) Borrowers shall deliver to Agent on or before the Incremental Funding Date the following documents in form and substance satisfactory to Agent: (1) an updated Annex I to be attached hereto, reflecting each applicable Lender’s name on Schedule I attached hereto (each, an “Incremental Commitment” and, collectively(2) certifications of their corporate secretaries with attached resolutions certifying that the Incremental Loans have been approved by such Borrowers, (3) certificate dated as of the ” Incremental Commitments”), on Funding Date certifying that no Default or Event of Default shall have occurred and be continuing and certifying that the terms set forth representations and warranties made by each Borrower herein and in the Credit Agreement Loan Documents are true and complete in all material respects (unless already qualified by materiality in such specific provision) with the same force and effect as amended herebyif made on and as of such date (except to the extent any such representation or warranty expressly relates only to any earlier and/or specified date), (4) executed agreements, instruments and information (including supplements or modifications to this Agreement and/or the Loan Documents executed by Borrowers as Agent reasonably deems necessary in order to document the Incremental Loans and to protect, preserve and continue the perfection and priority of the liens, security interests, rights and remedies of Agent and Lenders hereunder and under the Loan Documents in light of the Incremental Loans, and (5) an opinion of counsel in form and substance reasonably satisfactory to Agent which shall cover such matters related to the Incremental Loans as Agent may reasonably require and each Borrower hereby authorizes and directs such counsel to deliver such opinions to Agent and Lenders; (I) any New Lender shall be subject to the conditions set forth herein. The Incremental Commitments prior written consent of Agent; (J) each New Lender shall be deemed execute a lender joinder in substantially the form of Exhibit 1.1(f)(i)(G) pursuant to be “Commitments” as defined in the Credit which such New Lender shall join and become a party to this Agreement (as amended hereby) for all purposes of and the Loan Documents having terms and provisions identical to those applicable to the Commitments outstanding immediately prior to with the Incremental Amendment Effective Date Commitment as set forth in such lender joinder; (K) the “Existing Revolving Commitments”Incremental Loans shall rank pari passu in right of payment and of security with the Term Loans and, except with regard to pricing and as set forth in this Section 1.1(f), shall be treated substantially the same as the Term Loans (including with respect to mandatory and voluntary repayments and voting rights); and (L) on the Incremental Funding Date, Borrowers shall pay all reasonable costs and expenses incurred by Agent and by each Increasing Lender and New Lender in connection with the negotiations regarding, and the preparation, negotiation, execution and delivery of all agreements and instruments executed and delivered by any of Agent, Borrowers and/or Increasing Lenders and New Lenders in connection with, such increase (including all fees for any supplemental or additional public filings of any Loan Documents necessary to protect, preserve and continue the perfection and priority of the liens, security interests, rights and remedies of Agent and Lenders hereunder and under the Loan Documents in light of such increase). (b) Each Lender (i) confirms that a copy of the Credit Agreement and the other applicable Loan Documents, together 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, have been made available to such Lender; (ii) agrees that it will, independently and without reliance upon the Administrative Agent 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 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 Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto.

Incremental Loans. (a) Each Subject to the terms and conditions and in reliance upon the representations and warranties set forth herein, each First Incremental Lender hereby agrees (severally and not jointly) to provide a Commitment make an Incremental Loan to the Borrower to make Revolving Loans from and after on the First Incremental Amendment Effective Closing 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 its First Incremental Commitment (each, an a “First Incremental CommitmentLoan” and, and collectively, the ” “First Incremental CommitmentsLoans”), ; provided that each First Incremental Loan made on the terms set forth herein First Incremental Amendment Closing Date shall be funded net of additional interest in an amount equal to 1.0% of the principal amount of such First Incremental Loan. Amounts borrowed under this Section 2(a) and in the Credit Agreement (as amended hereby), and subject to the conditions set forth hereinrepaid or prepaid may not be reborrowed. The Incremental Commitments Loan Maturity Date for the First Incremental Loans shall be deemed to be “Commitments” as defined in the Credit Agreement (as amended hereby) for all purposes of the Loan Documents having terms and provisions identical to those applicable to the Commitments outstanding immediately prior to the Incremental Amendment Effective Date (the “Existing Revolving Commitments”)January 15, 2015. (b) Each Lender (i) confirms that a copy Unless the context shall otherwise require, the First Incremental Lenders shall constitute “Lenders” and the First Incremental Loans shall constitute “Loans”, in each case for all purposes of the Credit Agreement and the other applicable Loan Documents, together with copies . (c) The proceeds of the financial statements referred First Incremental Loans shall be used by the Borrower to therein pay fees and such other documents expenses incurred in connection with this Amendment, to provide working capital for exploration and information as it has deemed appropriate production operations and for general corporate purposes. (d) Unless previously terminated, the First Incremental Commitments shall terminate upon the earlier to make its own credit analysis occur of (i) the making of the First Incremental Loans on the First Incremental Amendment Closing Date and decision to enter into this Amendment and make an Incremental Commitment, have been made available to such Lender; (ii) agrees that it will5:00 p.m., independently and without reliance upon the Administrative Agent or any other Lender or agent and based on such documents and information as it shall deem appropriate at the New York City time, continue on April 15, 2011. (e) This Amendment shall constitute (i) the written notice required to make its own credit decisions in taking or not taking action under be delivered by the Credit Agreement or Borrower with respect to the other applicable Loan Documents, including this Amendment; and (iiiFirst Incremental Commitments pursuant to Section 2.08(a) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under of the Credit Agreement and (ii) an Incremental Loan Assumption Agreement for purposes of Section 2.08(b) of the other Loan Documents as are delegated to Credit Agreement. (f) Upon the making of the First Incremental Loans on the First Incremental Amendment Closing Date, the Administrative Agent by will provide a copy of Annex I as in effect on such date to the terms thereof, together with such powers as are reasonably incidental theretoBorrower and each Lender (including each First Incremental Lender).

Incremental Loans. (a) Each Subject to the terms and conditions of this Agreement and the Credit Agreement, each Incremental Lender hereby agrees to provide a Commitment make the 2023 Incremental Loans to the Borrower to make Revolving Loans from and after on the Incremental Amendment Effective Date in U.S. Dollars in an aggregate a principal amount equal not to exceed the amount set forth opposite such Incremental Lender’s name on in Schedule I attached 1 annexed hereto (each, an “Incremental Commitment” and, collectively, the ” Incremental 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 Commitments shall be deemed to be “Commitments” as defined in the Credit Agreement (as amended hereby) for all purposes of the Loan Documents having terms and provisions identical to those applicable to the Commitments outstanding immediately prior to the Incremental Amendment Effective Date (the “Existing Revolving Commitments2023 Incremental Loan Commitment”). Amounts repaid in respect of the 2023 Incremental Loans may not be reborrowed. The 2023 Incremental Loan Commitment will terminate in full upon the funding of the 2023 Incremental Loans on the Incremental Effective Date. (b) Each Lender Notwithstanding any provision to the contrary herein or in the Credit Agreement, (i) confirms that a copy of the Credit Agreement and 2023 Incremental Loans shall have identical terms as the other applicable Loan Documents, together 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, have been made available to such Lender; (ii) agrees that it will, independently and without reliance upon the Administrative Agent 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 existing Loans under the Credit Agreement or (including, without limitation, with respect to maturity date, mandatory prepayments, and voluntary prepayments) and shall otherwise be subject to the other applicable Loan Documentsprovisions, including this Amendment; and (iii) appoints and authorizes any provisions restricting the Administrative Agent to take such action as agent on its behalf and to exercise such powers rights, or regarding the obligations, of the Loan Parties or any provisions regarding the rights of the Lenders, under the Credit Agreement and the other Loan Documents, (ii) each reference to “Loan” in the Credit Agreement or the other Loan Documents as are delegated shall be deemed to include the 2023 Incremental Loans hereunder and all other related terms will have correlative meanings mutatis mutandis, (iii) any Incremental Lender will be a Lender, (iv) on and after the Incremental Effective Date, the 2023 Incremental Loans and the Loans existing immediately prior to the Administrative Agent by Incremental Effective Date shall collectively constitute one tranche of Loans under the terms thereofCredit Agreement, and (v) all principal, fees, premiums and interest with respect to the 2023 Incremental Loans (including prepayments) shall be paid ratably together with such powers and on the same basis as are reasonably incidental theretothe other Loans. (c) As of the Incremental Effective Date, after giving effect to the incurrence of the 2023 Incremental Loans hereunder, the aggregate principal amount of Loans outstanding pursuant to the Credit Agreement is $140,016,442.84.

Incremental Loans. (a) Each Lender hereby agrees 2.2.1 The Borrower shall use its commercially reasonable efforts to provide consummate the Financing with Eligible Stockholders in a Commitment manner consistent with Section 10.13 hereof and Schedule 10.13 hereto. The Borrower may at any time or from time to time after the Closing Date and on or prior to September 22, 2018, by written notice delivered to the Borrower Administrative Agent, elect to make Revolving Loans from request the establishment of one or more new term loans (the “Incremental Loans”) in connection with (and after as part of) the Incremental Amendment Effective Date consummation of the Financing with Eligible Stockholders in U.S. Dollars accordance with Section 10.13 and Schedule 10.13 hereto, in an aggregate principal amount equal for all such Incremental Loans not to exceed $1,000,000. Each such notice shall specify the amount set forth opposite such Lender’s name on Schedule I attached hereto date (each, an “Increased Amount Date”) on which the Borrower proposes that the Incremental Commitment” andLoans shall be effective; provided that any Lender offered or approached to provide all or a portion of any Incremental Loans may elect or decline, collectivelyin its sole discretion, to provide such Incremental Loans. For the ” avoidance of doubt, any Eligible Stockholder purchasing Incremental Commitments”), on Loans in connection with the terms set forth herein and Financing shall also be required to purchase a portion of HCP-FVA’s Series A Preferred Stock in connection with the Credit Agreement Financing. 2.2.2 Such Incremental Loans shall become effective as of such Increased Amount Date; provided that (as amended hereby), and subject to i) the conditions set forth herein. in Section 12.2 were satisfied or waived on such Increased Amount Date before or after giving effect to such Incremental Loans; (ii) the Borrower shall be in pro forma compliance with the financial covenant set forth in Section 11.13; (iii) the proceeds of any Incremental Loans shall be used as permitted pursuant to Section 10.6; (iv) the Incremental Loans shall share ratably in the Collateral and shall benefit ratably from the guarantees under the Guaranty and Collateral Agreement; (v) the Incremental Loans shall share no greater than ratably in any mandatory prepayments of the existing Term Loans; (vi) the Incremental Loans shall mature on the Term Loan Maturity Date; (vii) the Incremental Loans shall be subject to the same terms and conditions as the Initial Term Loans, including with respect to interest rate, except as the relevant Joinder Agreement otherwise provides, provided that all terms and documentation with respect to any Incremental Loans which differ from those with respect to the Initial Term Loans shall be reasonably satisfactory to the Administrative Agent; (viii) such Incremental Loans 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; and (ix) the Borrower shall deliver or cause to be delivered any customary legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transaction, including any supplements or amendments to the Collateral Documents providing for such Incremental Loans to be secured thereby. 2.2.3 On any Increased Amount Date on which any Incremental Loans become effective, subject to the foregoing terms and conditions, each lender with an Incremental Loan (each, a “New Lender”) shall become a Lender hereunder with respect to such Incremental Loan. 2.2.4 The terms and provisions of the Incremental Commitments Loans shall be, except as otherwise set forth in the relevant Joinder Agreement, identical to those of the applicable Term Loans and for purposes of this Agreement, any Incremental Loans, when funded, shall be deemed to be “Commitments” as defined in Term Loans. Each Joinder Agreement may, without the Credit Agreement (as amended hereby) for all purposes consent of the Loan Documents having terms and provisions identical to those applicable to the Commitments outstanding immediately prior to the Incremental Amendment Effective Date (the “Existing Revolving Commitments”). (b) Each Lender (i) confirms that a copy of the Credit Agreement and the other applicable Loan Documents, together 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, have been made available to such Lender; (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender or agent and based on Lenders, effect such documents and information as it shall deem appropriate at the time, continue amendments 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 may be necessary or appropriate, in the opinion of the Administrative Agent by Agent, to effect the terms thereof, together with such powers as are reasonably incidental theretoprovisions of this Section 2.2.

Incremental Loans. (a) Each Lender hereby agrees At any time and from time to provide a Commitment time prior to the Borrower to make Revolving Loans from and after the Incremental Amendment Effective Date in U.S. Dollars in an aggregate principal amount equal Latest Maturity Date, subject to the amount terms and conditions set forth opposite herein, the Borrower may by no less than three (3) Business Days’ prior notice to the Administrative Agent (or such Lender’s name on Schedule I attached hereto lesser number of days as may be reasonably acceptable to the Administrative Agent), request to add one or more new credit facilities (each, an “Incremental Commitment” andFacility”) denominated, collectivelyat the option of the Borrower, the ” in Dollars and/or Euros and consisting of one or more additional tranches of term loans (each, an “Incremental CommitmentsTerm Facility”) or one or more additional tranches of revolving loans (each, an “Incremental Revolving Facility”), on or a combination thereof, provided that (i) immediately before and after giving effect to each Incremental Facility Amendment and the terms set forth herein applicable Incremental Facility, no Default or Event of Default has occurred and in the Credit Agreement is continuing or would result therefrom, (as amended hereby), and ii) subject to the conditions set forth herein. The provisos to this sentence, immediately after giving effect to each Incremental Commitments Facility Amendment and the applicable Incremental Facility, the First Lien Leverage Ratio (without giving effect to any proceeds of the Incremental Facility for purposes of calculating the First Lien Leverage Ratio and assuming the amount of such Incremental Revolving Facility (if any) is fully drawn) computed on a Pro Forma Basis shall not be greater than 4.25 to 1.00 as of the Applicable Date of Determination, provided that (1) for purposes of this Section 2.20, the addition of any Incremental Revolving Facility shall be deemed to be “Commitments” as defined the incurrence of Indebtedness in an amount equal to the Credit Agreement (as amended hereby) for all purposes aggregate principal amount of the Loan Documents having terms Incremental Revolving Commitments in respect of such Incremental Revolving Facility and provisions identical to those applicable (2) the financial incurrence test set forth in clause (ii) of this paragraph (a) shall not apply to the Commitments outstanding immediately incurrence of an aggregate principal amount of Indebtedness under Incremental Facilities after the Closing Date not to exceed an amount the Dollar Equivalent (calculated using the Exchange Rate in effect as of the date of effectiveness of such Incremental Facility Amendment and Incremental Facility) of which equals $150,000,000 (such Indebtedness, the “Unrestricted Incremental First-Lien Indebtedness”) (it being understood and agreed that (I) the Borrower shall designate any such Indebtedness as Unrestricted Incremental First-Lien Indebtedness on or prior to the date of such incurrence by notice to the Administrative Agent and (II) the Borrower may redesignate any such Indebtedness originally designated as Unrestricted Incremental Amendment Effective First-Lien Indebtedness if, at the time of such redesignation, the Borrower would be permitted to incur under this Section 2.20 the aggregate principal amount of Indebtedness being so redesignated (for purposes of clarity, with any such redesignation having the effect of increasing the Borrower’s ability to incur Unrestricted Incremental First-Lien Indebtedness as of the date of such redesignation by the amount of such Indebtedness so redesignated)), (iii) in the event that the Yield for any Incremental Facility (other than Unrestricted Incremental First-Lien Indebtedness) incurred during such period is higher than the Yield for the Initial Tranche B Term Loans by more than 50 basis points, then the Applicable Margin for the Initial Tranche B Term Loans and Initial Tranche B-1 Term Loans shall be increased to the extent necessary so that the Yield for such Initial Tranche B Term Loans and Initial Tranche B-1 Term Loans is equal to the Yield for such Incremental Facility minus 50 basis points or minus 112.5 basis points in the case of the Initial Tranche B-1 Term Loans and (iv) after giving effect to such Incremental Facility (and the application of proceeds thereof) on a Pro Forma Basis, the Borrower is in compliance with the covenant set forth in Section 6.12 as of the Applicable Date of Determination. Each Incremental Facility shall be in an integral multiple of $1,000,000 (or, in the “Existing case of Incremental Facilities denominated in Euros, €1,000,000) and be in an aggregate principal amount that is not less than $25,000,000 (or, in the case of Incremental Facilities denominated in Euros, €25,000,000), provided that such amount may be less than $25,000,000 (or €25,000,000, as the case may be) if such amount represents all the remaining availability under the aggregate principal amount of Incremental Facilities set forth above. Any Lenders participating in an Incremental Revolving Commitments”)Facility, unless then a Revolving Lender, shall be reasonably acceptable to the Swingline Lender and the Issuing Bank, in each case under such Incremental Revolving Facility. (b) Each Lender Incremental Facility (i) confirms that a copy shall rank pari passu in right of payment in respect of the Credit Agreement Collateral and with the Obligations in respect of the Revolving Commitments and the other applicable Loan Documents, together 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, have been Term Loans made available to such Lender; the Borrower, (ii) agrees that it willfor purposes of prepayments, independently and without reliance upon shall be treated no more favorably than the Initial Tranche B Term Loans, in the case of an Incremental Term Facility, or the Initial Revolving Loans, in the case of an Incremental Revolving Facility, in each case except as otherwise approved by the Administrative Agent or any other Lender or agent and based on such documents and information as it shall deem appropriate at those that only apply after the timethen existing Latest Maturity Date, 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 other than amortization, pricing or maturity date, shall have the same terms as the Initial Tranche B Term Loans, in the case of an Incremental Term Facility, or the Revolving Loans, in the case of an Incremental Revolving Facility, provided that (A) no Incremental Term Facility shall have a final maturity date earlier than the Term Loan Maturity Date with respect to the Initial Tranche B Term Loans, (B) no Incremental Revolving Facility shall have a final maturity date earlier than the Revolving Maturity Date with respect to the Initial Revolving Loans and authorizes (C) no Incremental Term Facility shall have a weighted average life that is shorter than the weighted average life of the then-remaining Initial Tranche B Term Loans. (c) Each notice from the Borrower pursuant to this Section shall set forth the requested amount and proposed terms of the relevant Incremental Facility. Any additional bank, financial institution, existing Lender or other Person that elects to provide Commitments under an Incremental Facility shall be reasonably satisfactory to the Borrower and, in the case of any Incremental Revolving Facility, the Administrative Agent (any such bank, financial institution, existing Lender or other Person being called an “Additional Lender”) and, if not already a Lender, shall become a Lender under this Agreement pursuant to take such action an amendment (an “Incremental Facility Amendment”) to this Agreement and, as agent on its behalf and to exercise such powers under the Credit Agreement and appropriate, the other Loan Documents Documents, executed by Holdco, the Borrower, such Additional Lender (in the case of this Agreement and, as are delegated appropriate, any other Loan Document, as applicable) and (to the extent it affects the rights or increases the obligations of the Administrative Agent and/or the Collateral Agent, the Administrative Agent and/or the Collateral Agent). No Lender shall be obligated to provide any Commitments under an Incremental Facility, unless it so agrees. Commitments in respect of any Incremental Facilities shall become Commitments under this Agreement. An Incremental Facility Amendment may, without the consent of any other Lenders, effect such amendments to any Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of this Section (including to provide for voting provisions applicable to the Additional Lenders comparable to the provisions of clause (B) of the second proviso of Section 9.02(b)). The effectiveness of any Incremental Facility Amendment shall, unless otherwise agreed to by the terms thereofAdditional Lenders, together with be subject to the satisfaction on the date thereof (each, an “Incremental Facility Closing Date”) of the condition set forth in Section 4.02(b) (it being understood that all references to “the date of such powers Credit Event” in Section 4.02 shall be deemed to refer to the Incremental Facility Closing Date) as are reasonably incidental theretowell as all other conditions in respect of such Incremental Facility Amendment to be mutually agreed upon by the Additional Lenders and the Borrower customary for transactions of the type in respect of which the applicable Incremental Facility relates. The proceeds of any Loans under an Incremental Facility will be used, directly or indirectly, for working capital and/or general corporate purposes and/or any other purposes not prohibited hereunder (including, without limitation, Restricted Payments and Acquisitions).

Incremental Loans. Any Borrower may at any time or from time to time after the Third Restatement Effective Date, by notice from the Company to the Administrative Agent and the Lenders, request (a) Each Lender hereby agrees one or more additional tranches of term loans or additional Loans of the same Class of Term Loans as an existing Class of Term Loans (the “Incremental Term Loans”) or (b) one or more increases in the amount of the Revolving Credit Commitments (a “Revolving Commitment Increase”), provided that: (i) both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to provide a Commitment below, no Event of Default shall exist and at the time that any such Incremental Term Loan is made (and after giving effect thereto) no Event of Default shall exist; provided that to the Borrower extent the proceeds of any such Incremental Term Loan are to make be used to finance an Acquisition permitted hereunder, then this clause (i) shall not be applicable so long as no Event of Default existed at the time the acquisition agreement relating to such Acquisition was entered into; (ii) immediately after giving effect to the borrowing of such Incremental Term Loans or the establishment of such Revolving Loans from Commitment Increase (and after (x) assuming all Revolving Commitment Increases were fully drawn and (y) excluding the cash proceeds of the Incremental Amendment Effective Date Term Loans and/or Revolving Commitment Increases from cash for purposes of calculating the Secured Debt Ratio), the Company shall be in U.S. Dollars compliance with the covenant set forth in Section 7.09; (iii) each tranche of Incremental Term Loans and each Revolving Commitment Increase shall be in an aggregate principal amount equal that is not less than $25,000,000 and shall be in an increment of $1,000,000; (iv) [Reserved]; (v) any Incremental Term Loans (1) shall not mature earlier than the Term A Loan Maturity Date, (2) shall not have a Weighted Average Life to Maturity that is shorter than the then remaining Weighted Average Life to Maturity of then existing Term A Loans and (3) shall have the interest rates, upfront fees and OID for any Series of Incremental Term Loans as agreed between the applicable Borrower and the Incremental Lenders providing the applicable Series of Incremental Term Loans; (vi) in no event shall the Incremental Term Loans of any Series be entitled to participate on a greater than pro rata basis with the Term A Loans then outstanding in any mandatory prepayment pursuant to this Agreement; and (vii) except to the amount extent contemplated above or as set forth opposite in this Agreement, all other terms of any Incremental Term Loans shall either be substantially the same as the terms of the Term A Loans (including mandatory prepayment requirements) or shall be reasonably satisfactory to the Administrative Agent. Each notice from the Company pursuant to this Section 2.01(c) shall set forth the requested amount and proposed terms of the relevant Incremental Term Loans or Revolving Commitment Increases. Incremental Term Loans may be made, and Revolving Commitment Increases may be provided, by any existing Lender (but no existing Lender will have any obligation to make a portion of any Incremental Term Loan or any portion of any Revolving Commitment Increase and no Borrower shall have any obligation to offer any Series of Incremental Term Loans or any Revolving Commitment Increase to existing Lenders) or by any other bank or other financial institution (any such Lender’s name on Schedule I attached hereto (each, existing Lender or other bank or other financial institution being called an “Incremental Commitment” and, collectively, the ” Incremental CommitmentsLender”), on provided that the terms set forth herein Administrative Agent and in the Credit Agreement Issuing Lender, as applicable, shall have consented (as amended hereby)not to be unreasonably withheld, and subject conditioned or delayed) to such Incremental Lender’s making such Incremental Term Loans or providing such Revolving Commitment Increases to the conditions set forth hereinextent any such consent would be required under Section 10.04(b) for an assignment of Loans or Revolving Credit Commitments, as applicable, to such Incremental Lender. Incremental Term Loans and Revolving Commitment Increases shall be established pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Company, any Subsidiary Borrower that will be a Borrower in respect of such Incremental Term Loans, each Incremental Lender and the Administrative Agent. The Incremental Commitments shall be deemed to be “Commitments” as defined in Amendment may, without the Credit Agreement (as amended hereby) for all purposes consent of the Loan Documents having terms and provisions identical to those applicable to the Commitments outstanding immediately prior to the Incremental Amendment Effective Date (the “Existing Revolving Commitments”). (b) Each Lender (i) confirms that a copy of the Credit Agreement and the other applicable Loan Documents, together 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, have been made available to such Lender; (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender or agent and based on party, effect such documents and information as it shall deem appropriate at the time, continue amendments 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 may be necessary or appropriate, in the reasonable opinion of the Administrative Agent to effect the provisions of this Section 2.01(c). In connection with any Incremental Amendment, the Obligors shall deliver such customary opinions and instruments as may be reasonably requested by the terms thereofAdministrative Agent for purposes of ensuring the enforceability of the Loan Documents after giving effect to such Incremental Amendment. Any Incremental Term Loans established pursuant to any Incremental Amendment shall constitute a separate “Series” of Incremental Term Loans hereunder. Upon each increase in the Revolving Credit Commitments pursuant to this Section 2.01, together (a) each Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Revolving Commitment Increase (each, a “Revolving Commitment Increase Lender”), and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of such Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding participations hereunder in Letters of Credit will equal the percentage of the aggregate Revolving Credit Commitments of all Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment and (b) if, on the date of such increase, there are any Revolving Credit Loans outstanding, each Revolving Commitment Increase Lender shall purchase at par such portions of each other Revolving Credit Lender’s Revolving Credit Loans as the Administrative Agent may specify so that the Revolving Credit Loans are held by each Revolving Credit Lender (including each Revolving Commitment Increase Lender) on a pro rata basis in accordance with such powers as are reasonably incidental theretotheir respective Applicable Percentages.