Common use of Incremental Term Loans Clause in Contracts

Incremental Term Loans. (i) After the Closing Date, the Borrower may from time to time request that additional term loans be made to it in accordance with this Section 2.1(g) (each, an “Incremental Term Loan”) by delivering a Notice of Incremental Term Loan Borrowing to the Administrative Agent, specifying (subject to the restrictions set forth in this Section 2.1(g)) therein (A) the amount of the Tranche of Incremental Term Loans requested (which Tranche shall be in a minimum principal amount equal to the lesser of (x) $20,000,000 and (y) the then current Incremental Amount, and, subject to the first sentence of Section 2.1(g)(iii), in integral multiples of $1,000,000 in excess thereof), (B) the requested advance date of the proposed Incremental Term Loans comprising such Tranche (which shall be not less than ten (10) days from the date of delivery of the Notice of Incremental Term Loan Borrowing (or such shorter period of time as to which the Administrative Agent may agree in its sole discretion)), (C) the Interest Rate Option(s) and the Applicable Margin to be applicable to the Incremental Term Loans in such Tranche, (D) the amortization for all Incremental Term Loans in such Tranche and (E) the amount of any upfront or closing fees to be paid by the Borrower to the Lenders funding the Tranche of Incremental Term Loans requested. Subject to the last sentence in Section 2.1(g)(v), each Notice of Incremental Term Loan Borrowing delivered by the Borrower shall be irrevocable and shall be binding upon all Loan Parties.

Incremental Term Loans. (ia) After the Closing Date, the Borrower may At any time and from time to time request that additional term loans be made to it in accordance with this Section 2.1(g) (each, an “Incremental Term Loan”) by delivering a Notice of Incremental Term Loan Borrowing prior to the Administrative Agent, specifying (subject to the restrictions set forth in this Section 2.1(g)) therein (A) the amount of the Tranche of Incremental Term Loans requested (which Tranche shall be in a minimum principal amount equal to the lesser of (x) $20,000,000 and (y) the then current Incremental Amount, andB Maturity Date, subject to the first sentence terms and conditions set forth herein, the Borrower may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of Section 2.1(g)(iiithe Lenders), request to add one or more additional tranches of term loans (the “Incremental Term Loans”), provided that at the time of each such request and upon the effectiveness of each Incremental Facility Amendment, (A) no Default has occurred and is continuing or shall result therefrom, (B) the Borrower shall be in integral multiples compliance on a Pro Forma Basis with the covenants contained in Sections 6.12 and 6.13 recomputed as of $1,000,000 the last day of the most-recently ended fiscal quarter of the Borrower (C) the Incremental Term Loans shall constitute “Senior Indebtedness” and “Designated Senior Indebtedness” under and as defined in excess thereofthe Convertible Notes Documents and (D) the Borrower shall have delivered a certificate of a Financial Officer to the effect set forth in clauses (A), (B) the requested advance date and (C) above, together with all calculations relevant thereto, including reasonably detailed calculations demonstrating compliance with clause (B) above (which calculations shall, if made as of the proposed Incremental Term Loans comprising such Tranche (which shall be not less than ten (10) days from the date last day of delivery any fiscal quarter of the Notice of Incremental Term Loan Borrowing (or such shorter period of time as Borrower for which the Borrower has not delivered to which the Administrative Agent may agree in its sole discretion)the financial statements and certificate of a Financial Officer required to be delivered by Section 5.01(a) or (b) and Section 5.01(c), (C) respectively, be accompanied by a reasonably detailed calculation of Consolidated EBITDA and Consolidated Cash Interest Expense for the Interest Rate Option(s) and relevant period). Notwithstanding anything to the Applicable Margin to be applicable to contrary herein, the aggregate principal amount of the Incremental Term Loans in such Tranche, (D) the amortization for all Incremental Term Loans in such Tranche and (E) the amount of any upfront or closing fees to be paid by the Borrower to the Lenders funding the Tranche shall not exceed $400,000,000. Each tranche of Incremental Term Loans requested. Subject to shall be in an integral multiple of $1,000,000 and be in an aggregate principal amount that is not less than $100,000,000, provided that such amount may be less than $100,000,000 if such amount represents all the last sentence in Section 2.1(g)(v), each Notice remaining availability under the aggregate principal amount of Incremental Term Loan Borrowing delivered by the Borrower shall be irrevocable and shall be binding upon all Loan PartiesLoans set forth above.

Incremental Term Loans. (iA) After the Closing Date, the Borrower may from time to time prior to the latest Maturity Date, request that additional term loans be made to it in accordance with this Section 2.1(g) Subsection 1.19 (each, an “Incremental Term Loan”) by delivering a Notice of Incremental Term Loan Borrowing to the Administrative Agent, specifying (subject to the restrictions set forth in this Section 2.1(gSubsection 1.19(B)) therein (Av) the amount of the Tranche of Incremental Term Loans requested (which Tranche shall be in a minimum principal amount equal to the lesser of (x) $20,000,000 25,000,000 and (y) the then current Incremental Amount, and, subject to the first sentence of Section 2.1(g)(iii), in integral multiples of $1,000,000 2,500,000 in excess thereof), (Bw) the requested advance date of the proposed Incremental Term Loans comprising such Tranche (which shall be not less than ten (10) days 10 Business Days from the date of delivery of the Notice of Incremental Term Loan Borrowing (or such shorter period of time as to which the Administrative Agent may agree in its sole discretion)), (Cx) the Interest Rate Option(sinterest rate option(s) and the Applicable Margin applicable margin(s) to be applicable to the all Incremental Term Loans in such TrancheTranche and any applicable unused commitment fees, (Dy) the amortization for all Incremental Term Loans in such Tranche Tranche, and (Ez) the amount of any upfront or closing fees to be paid by the Borrower to the Lenders Lender(s) funding the Tranche of Incremental Term Loans requested. Subject to the last sentence in Section 2.1(g)(vSubsection 1.19(D), each Notice of Incremental Term Loan Borrowing delivered by the Borrower shall be irrevocable and shall be binding upon all Loan Parties.

Incremental Term Loans. (ia) After the Closing DateThe Borrower may, the Borrower may from time to time after the Restatement Effective Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request that additional one or more tranches of term loans be made to it in accordance with this Section 2.1(g) hereunder (eachcollectively, an the “Incremental Term LoanLoans”); provided that (i) by delivering a Notice both at the time of any such request and at the time that any such Incremental Term Loan Borrowing Loans are made, no Default or Event of Default shall have occurred and be continuing or result therefrom, (ii) the aggregate amount of such Incremental Term Loans, taken together with all Incremental Term Loans previously incurred pursuant to the Administrative Agent, specifying (subject to the restrictions set forth in this Section 2.1(g)) therein 2.20 and the aggregate amount of Commitment Increases made pursuant to Section 2.19, does not exceed $500,000,000, (Aiii) the amount final stated maturity date of the Tranche such tranche of Incremental Term Loans requested (which Tranche shall not be earlier than the Maturity Date in a minimum principal amount equal to effect at the lesser time of (x) $20,000,000 and (y) the then current incurrence of such Incremental Amount, and, subject to the first sentence of Section 2.1(g)(iii), in integral multiples of $1,000,000 in excess thereof)Term Loans, (Biv) the requested advance date of the proposed Incremental Term Loans comprising such Tranche (which shall be not less than ten (10) days from the date of delivery of the Notice of Incremental Term Loan Borrowing (or such shorter period of time as to which the Administrative Agent may agree in its sole discretion)), (C) the Interest Rate Option(s) and the Applicable Margin to be applicable to the Incremental Term Loans in such Tranche, (D) the amortization for all Incremental Term Loans in such Tranche and (E) the amount of any upfront or closing fees to be paid by the Borrower to the Lenders funding the Tranche tranche of Incremental Term Loans requested. Subject shall rank pari passu in right of payment with the Revolving Loans, (v) such Incremental Term Loans shall not be, and shall not be permitted to be, guaranteed by any Subsidiary of Holdings that is not a Guarantor under this Agreement and (vi) the terms, conditions and documentation governing such Incremental Term Loans (including, without limitation, all representations, covenants, defaults, guaranties and remedies, but excluding economic terms), taken as a whole, shall be substantially the same as, or less favorable to the last sentence in Section 2.1(g)(v), each Notice of Lenders or Additional TL Lenders (as defined below) providing such Incremental Term Loan Borrowing delivered by Loans, than those terms and conditions applicable to the Borrower shall be irrevocable and shall be binding upon all Loan PartiesLenders with respect to the Revolving Loans (except for covenants or other provisions applicable only to periods after the latest Maturity Date of the Revolving Loans).

Incremental Term Loans. (ia) After The Borrower may at any time or from time to time after the Closing Date, by notice to the Borrower may from time Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to time each of the Lenders), request that additional the establishment of one or more new term loans be made to it in accordance with this Section 2.1(g) loan commitments (each, an the “Incremental Term LoanLoans”) by delivering a Notice ); provided that both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below, no Event of Default shall exist. Each Incremental Term Loan Borrowing shall be in an aggregate principal amount that is not less than $50,000,000 (or such lower amount that either (A) represents all remaining availability under the limit set forth in the next sentence or (B) is acceptable to the Administrative Agent, specifying (subject ). Notwithstanding anything to the restrictions set forth in this Section 2.1(g)) therein (A) contrary herein, the aggregate amount of the Tranche of Incremental Term Loans requested (which Tranche shall be in a minimum principal amount equal to not exceed the lesser of (x) $20,000,000 500,000,000 and (y) the then current Incremental Amount, and, subject to maximum amount at the first sentence time of Section 2.1(g)(iii), in integral multiples of $1,000,000 in excess thereof), (B) the requested advance date of the such proposed Incremental Term Loans comprising Loan that could be incurred such Tranche (which shall be not less than ten (10) days from the date of delivery of the Notice of that before and after giving pro forma effect to such Incremental Term Loan Borrowing (or and after giving effect to any acquisition permitted under this Agreement and consummated in connection with the application of such shorter period proceeds, the Senior Secured Leverage Ratio does not exceed 5.00:1.00 as of time as the last date for which Section 5.04 Financials have been delivered to which the Administrative Agent may agree Agent. Each Incremental Term Loan (1) shall rank pari passu in its sole discretion))right of payment and of security with the then-existing Term Loans, (C2) shall not mature earlier than the Interest Rate Option(sTerm Loan Maturity Date, (3) shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the then-existing Term Loans (without giving effect to annual amortization on any Incremental Term Loan Facility not in excess of 1% of the principal amount thereof) and (4) shall be treated in the Applicable Margin same manner as the Term Loans for purposes of Section 2.13(c). Each notice from the Borrower pursuant to be applicable to this Section 2.22 shall set forth the requested amount and proposed terms of the relevant Incremental Term Loan. Incremental Term Loans may be made by any existing Lender or by any other bank or other financial institution (any such other bank or other financial institution being called an “Additional Lender”); provided that the relevant Persons under Section 9.04(b) shall have consented (in each case, not to be unreasonably withheld or delayed) to such Tranche, (D) the amortization for all Lender’s or Additional Lender’s making such Incremental Term Loans in Loans, if such Tranche and (Econsent would be required under Section 9.04(b) the amount for an assignment of any upfront or closing fees to be paid by the Borrower to the Lenders funding the Tranche of Incremental Term Loans requested. Subject to the last sentence in Section 2.1(g)(v), each Notice of Incremental Term Loan Borrowing delivered by the Borrower shall be irrevocable and shall be binding upon all Loan Partiessuch Lender or Additional Lender.

Incremental Term Loans. (ia) After the Closing Date, the The Borrower may at any time and from time to time after the Closing Date (subject to the terms of the Commitment Letter), by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request that one or more additional tranches of term loans (the “Incremental Term Loans”); provided that (i) the proceeds of such Incremental Term Loans shall be made applied to it repay or redeem secured debt, secured lease obligations or preferred securities of any Project Subsidiary (x) set forth on Schedule 2.27 annexed hereto in an aggregate amount (including such amounts so applied pursuant to clause (i)(x) of the first proviso to Section 2.33 of the Existing DIP Agreement) not to exceed $1,100,000,000 during the term of this Agreement (the “Schedule Limit”) or (y) other than in accordance with this the preceding clause (x), in an aggregate amount not to exceed $2,000,000,000, minus the aggregate proceeds applied to repayments or redemptions under the preceding clause (x), so long as the Collateral Requirements are satisfied, (ii) at the time that any such Incremental Term Loan is made (immediately after giving effect thereto), no Default or Event of Default shall have occurred and be continuing, (iii) the Borrower shall be in compliance with the covenants set forth in Section 2.1(g) (each6.17 determined on a pro forma basis as of the date of such Incremental Term Loan and the last day of the most recent fiscal period of the Borrower for which financial statements have been provided, an “in each case, as if such Incremental Term Loans had been outstanding on the last day of such fiscal quarter of the Borrower for testing compliance therewith and after giving effect to any other customary and appropriate pro forma adjustment events, including any acquisitions or dispositions after the beginning of the relevant fiscal quarter but prior to or simultaneous with the borrowing of such Incremental Term Loan”, (iv) by delivering a Notice all fees and expenses owing in respect of such increase to the Agents and the Lenders shall have been paid, (v) if the Applicable Margin with respect to such Incremental Term Loans shall be higher than the Applicable Margin then in effect for the First Priority Term Loans plus 0.50%, such Applicable Margin with respect to the First Priority Term Loans shall be automatically adjusted to be equal to the relevant Applicable Margin relating to such Incremental Term Loans; provided that this clause (v) shall not be applicable with respect to any incurrence of Incremental Term Loan Borrowing Loans the proceeds of which are used to repay the secured debt, secured lease obligations or preferred securities set forth on Schedule 2.27 annexed hereto subject to the Schedule Limit during the term of this Agreement, (vi) S&P and Xxxxx’x shall have reaffirmed (with no negative outlook) the ratings then in effect for the Facilities, after taking into account the incurrence of such Incremental Term Loans; provided that no such rating affirmation shall be required with respect to any incurrence of Incremental Term Loans (x) the proceeds of which are used to repay the secured debt, secured lease obligations or preferred securities set forth on Schedule 2.27 annexed hereto subject to the Schedule Limit or (y) the proceeds of which are used to repay the secured debt, secured lease obligations or preferred securities (I) set forth on Schedule 2.27 annexed hereto subject to the Schedule Limit or (II) other than in accordance with the preceding clause (I) unless such Incremental Term Loans would cause the aggregate amount of Incremental Term Loans incurred pursuant to this Section 2.27 and described in this clause (y)(II) (or incurred pursuant to Section 2.33 of the Existing DIP Agreement and described in clause (y)(II) of the third proviso of Section 2.33(a) of the Existing DIP Agreement) to exceed $500,000,000 or any integral multiple of $500,000,000 or would cause the aggregate amount of Incremental Term Loans incurred pursuant to this Section 2.27 (or incurred pursuant to Section 2.33 of the Existing DIP Agreement) to equal $2,000,000,000 and (vii) the other terms and conditions in respect of such Incremental Term Loans (other than pricing and amortization), to the extent not consistent with the Facilities, shall otherwise be reasonably satisfactory to the Administrative Agent, specifying (subject to the restrictions set forth in this Section 2.1(g)) therein (A) the amount of the Tranche . Each tranche of Incremental Term Loans requested (which Tranche shall be in a minimum an aggregate principal amount equal to that is not less than $25,000,000 (provided that such amount may be less than $25,000,000 if such amount represents all remaining availability under the lesser of limit set forth in paragraph (xc) $20,000,000 and (y) the then current Incremental Amount, and, subject to the first sentence of Section 2.1(g)(iiibelow), in integral multiples of $1,000,000 in excess thereof), (B) the requested advance date of the proposed . The Incremental Term Loans comprising such Tranche (which a) shall rank pari passu in right of payment and of security with the First Priority Term Loans, (b) shall mature concurrently with the First Priority Term Loans and (c) for purposes of repayments shall be not less than ten treated substantially the same as the First Priority Term Loans (10) days including with respect to mandatory and voluntary prepayments and scheduled amortization). Each notice from the date of delivery Borrower pursuant to this Section 2.27 shall set forth the requested amount and proposed terms of the Notice relevant Incremental Term Loans. Incremental Term Loans may be made by any existing Lender (and each existing First Priority Term Lender will have the right, but not an obligation, to make a portion of any Incremental Term Loan Borrowing or by any other bank or other financial institution (any such other bank or such shorter period of time as to which other financial institution being called a “New Lender”); provided that the Administrative Agent may agree in its sole discretion)), shall have consented (C) the Interest Rate Option(s) and the Applicable Margin such consent not to be applicable unreasonably withheld) to the such Lender or New Lender making such Incremental Term Loans in if such Tranche, (D) the amortization consent would be required under Section 9.6 for all Incremental an assignment of First Priority Term Loans to such Lender or New Lender. Commitments in such Tranche and (E) the amount of any upfront or closing fees to be paid by the Borrower to the Lenders funding the Tranche respect of Incremental Term Loans requested. Subject shall become Commitments under this Agreement pursuant to an amendment (an “Incremental Commitment Supplement”) substantially in the last sentence in Section 2.1(g)(v)form of Exhibit I to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, the Guarantors, each Notice Lender agreeing to provide such Commitment, if any, each New Lender, if any, and the Administrative Agent. An Incremental Commitment Supplement may, without the consent of Incremental Term any other Lenders, effect such amendments to this Agreement and the other Loan Borrowing delivered by Documents as may be necessary or appropriate, in the Borrower shall be irrevocable reasonable opinion of the Administrative Agent and shall be binding upon all Loan Partiesthe Borrower, to effect the provision of this Section 2.27.

Incremental Term Loans. (ia) After the Closing Date, the Borrower may At any time and from time to time request that additional term loans be made to it in accordance with this Section 2.1(g) (each, an “Incremental Term Loan”) by delivering a Notice of Incremental Term Loan Borrowing prior to the Administrative Agent, specifying (subject to the restrictions set forth in this Section 2.1(g)) therein (A) the amount of the Tranche of Incremental Term Loans requested (which Tranche shall be in a minimum principal amount equal to the lesser of (x) $20,000,000 and (y) the then current Incremental Amount, andB Maturity Date, subject to the first sentence terms and conditions set forth herein, the Borrower may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of Section 2.1(g)(iiithe Lenders), in integral multiples request to add one or more additional tranches of $1,000,000 in excess thereofterm loans (the “Incremental Term Loans”), provided that at the time of each such request and upon the effectiveness of each Incremental Facility Amendment, (A) no Default has occurred and is continuing or shall result therefrom, (B) the requested advance date Borrower shall be in compliance on a Pro Forma Basis with the covenants contained in Sections 6.12 and 6.13 recomputed as of the proposed Incremental Term Loans comprising such Tranche (which shall be not less than ten (10) days from the date of delivery last day of the Notice most-recently ended fiscal quarter of Incremental Term Loan Borrowing (or such shorter period of time as to which the Administrative Agent may agree in its sole discretion)), Borrower and (C) the Interest Rate Option(sBorrower shall have delivered a certificate of a Financial Officer to the effect set forth in clauses (A) and (B) above, together with all calculations relevant thereto, including reasonably detailed calculations demonstrating compliance with clause (B) above (which calculations shall, if made as of the Applicable Margin last day of any fiscal quarter of the Borrower for which the Borrower has not delivered to the Administrative Agent the financial statements and certificate of a Financial Officer required to be applicable delivered by Section 5.01(a) or (b) and Section 5.01(c), respectively, be accompanied by a reasonably detailed calculation of Consolidated EBITDA and Consolidated Cash Interest Expense for the relevant period). Notwithstanding anything to contrary herein, the aggregate principal amount of the Incremental Term Loans in such Tranche, (D) the amortization for all Incremental Term Loans in such Tranche and (E) the amount of any upfront or closing fees to be paid by the Borrower to the Lenders funding the Tranche shall not exceed $250,000,000. Each tranche of Incremental Term Loans requested. Subject to shall be in an integral multiple of $1,000,000 and be in an aggregate principal amount that is not less than $100,000,000, provided that such amount may be less than $100,000,000 if such amount represents all the last sentence in Section 2.1(g)(v), each Notice remaining availability under the aggregate principal amount of Incremental Term Loan Borrowing delivered by the Borrower shall be irrevocable and shall be binding upon all Loan PartiesLoans set forth above.

Incremental Term Loans. (i) After Following the Closing Date, the Borrower may from time to time prior to the Maturity Date with respect to the Term Loan Facility, request that additional term loans be made to it in accordance with this Section 2.1(g2.1(e) (each, an “Incremental Term Loan”) by delivering a Notice of Incremental Term Loan Borrowing to the Administrative Agent, specifying (subject to the restrictions set forth in this Section 2.1(g2.1(e)(ii)) therein (Av) the amount of the Tranche of Incremental Term Loans requested (which Tranche shall be in a minimum principal amount equal to the lesser of (x) $20,000,000 5,000,000 and (y) the then current Incremental Amount, and, subject to the first sentence of Section 2.1(g)(iii), in integral multiples of $1,000,000 in excess thereof), (Bw) the requested advance date of the proposed Incremental Term Loans comprising such Tranche (which shall be not less than ten thirty (1030) days from the date of delivery of the Notice of Incremental Term Loan Borrowing (or such shorter period of time as to which the Administrative Agent may agree in its sole discretion)), (Cx) the Interest Rate Option(s) and the Applicable Margin Margin(s) to be applicable to the all Incremental Term Loans in such Tranche, (Dy) the amortization for all Incremental Term Loans in such Tranche Tranche, and (Ez) the amount of any upfront or closing fees to be paid by the Borrower to the Lenders funding the Tranche of Incremental Term Loans requested. Subject to the last sentence in Section 2.1(g)(v2.1(e)(iv), each Notice of Incremental Term Loan Borrowing delivered by the Borrower shall be irrevocable and shall be binding upon all Loan Parties. At the time of delivery of each Notice of Incremental Term Loan Borrowing, the Borrower shall also deliver to the Administrative Agent a certificate of an Authorized Officer of the Borrower certifying (1) that, both before and after giving effect to a Borrowing of such Tranche of Incremental Term Loans, the Borrower shall be in pro forma compliance with the covenants set forth in Article VIII as of the most recent period for which financial statements have been delivered (and showing the calculations thereof), and (2) that no Default or Event of Default then exists or would be caused thereby. There shall be no more than four (4) Tranches of Incremental Term Loans.

Incremental Term Loans. (ia) After Provided there exists no Default or Event of Default, upon notice to the Closing DateAdministrative Agent (which shall promptly notify the Lenders and other Eligible Assignees selected by the Domestic Borrower with the approval of the Administrative Agent (which approval shall not be unreasonably withheld) (any such Eligible Assignees, “Potential Incremental Term Lenders”)), the Borrower Borrowers may from time to time time, request that additional term loans be made to it in accordance with this Section 2.1(g) (each, an “Incremental Term Loan”) by delivering a Notice Commitments in Dollars in an aggregate amount (for all such requests including all portions of such increase requests that are allocated as Incremental Term Loan Borrowing Loans pursuant to item (iii) of the Administrative Agent, specifying (subject to the restrictions set forth proviso in this Section 2.1(g2.17(a)) therein not greater than (x) $200,000,000 less (y) the aggregate amount of increases in the Revolving Credit Facility made pursuant to Section 2.17; provided that (A) the amount of the Tranche of any such request for Incremental Term Loans requested (which Tranche Commitments shall be in a minimum principal amount equal to the lesser of (x) $20,000,000 and (y) the then current Incremental Amount, and, subject to the first sentence of Section 2.1(g)(iii), in integral multiples of $1,000,000 in excess thereof)25,000,000, and (B) the requested advance date Borrowers may make a maximum of five such direct requests (inclusive of any requests made pursuant to Section 2.17). At the proposed time of sending such notice, the applicable Borrower (in consultation with the Administrative Agent) shall specify (x) the time period within which each Lender or Potential Incremental Term Loans comprising such Tranche Lender is requested to respond (which shall in no event be not less than ten (10) days fifteen Business Days from the date of delivery of such notice to the Notice of Lenders and Potential Incremental Term Lenders), (y) the pricing and the amortization terms with respect to such Incremental Term Commitments and (z) the applicable Incremental Term Loan Borrowing (or such shorter period of time as to which the Administrative Agent may agree in its sole discretion)), (C) the Interest Rate Option(s) and the Applicable Margin to be applicable to the Incremental Term Loans in such Tranche, (D) the amortization for all Incremental Term Loans in such Tranche and (E) the amount of any upfront or closing fees to be paid by the Borrower to the Lenders funding the Tranche of Incremental Term Loans requested. Subject to the last sentence in Section 2.1(g)(v), each Notice of Incremental Term Loan Borrowing delivered by the Borrower shall be irrevocable and shall be binding upon all Loan PartiesDate.

Incremental Term Loans. (i) After Following the Closing First Restatement Effective Date, the Borrower may from time to time request that additional term loans be made to it in accordance with this Section 2.1(g2.1(e) (each, an “Incremental Term Loan”) by delivering a Notice of Incremental Term Loan Borrowing to the Administrative Agent, specifying (subject to the restrictions set forth in this Section 2.1(g2.1(e)(ii)) therein (Au) the amount of the Tranche of Incremental Term Loans requested (which Tranche shall be in a minimum principal amount equal to the lesser of (x) $20,000,000 5,000,000 and (y) the then current Incremental Amount, and, subject to the first sentence of Section 2.1(g)(iii), in integral multiples of $1,000,000 in excess thereof), (Bv) the requested advance date of the proposed Incremental Term Loans comprising such Tranche (which shall be not less than ten thirty (1030) days from the date of delivery of the Notice of Incremental Term Loan Borrowing (or such shorter period of time as to which the Administrative Agent may agree in its sole discretion)), (Cw) the Interest Rate Option(s) and the Applicable Margin Margin(s) to be applicable to the all Incremental Term Loans in such Tranche, (Dx) the amortization for all Incremental Term Loans in such Tranche and Tranche, (Ey) the amount of any upfront or closing fees to be paid by the Borrower to the Lenders funding the Tranche of Incremental Term Loans requested, and (z) the proposed use of the proceeds of such Tranche of Incremental Term Loans. Subject to the last sentence in Section 2.1(g)(v2.1(e)(iv), each Notice of Incremental Term Loan Borrowing delivered by the Borrower shall be irrevocable and shall be binding upon all Loan Parties. At the time of delivery of each Notice of Incremental Term Loan Borrowing, the Borrower shall also deliver to the Administrative Agent a certificate of a Compliance Officer of the Borrower certifying (1) that after giving effect to the Borrowing of such Tranche of Incremental Term Loans, the Loan Parties shall be in pro forma compliance with the minimum Fixed Charge Coverage Ratio under Section 8.2 as of the last day of the most recent fiscal quarter for which financial statements have been delivered pursuant to Section 6.1 and the Total Net Leverage Ratio is at least one-quarter turn below the maximum Total Net Leverage Ratio covenant then in effect at such time under Section 8.1 (in each case showing the calculations thereof in reasonable detail) and (2) that no Default or Event of Default shall have occurred and be continuing or would result therefrom. There shall be no more than five (5) Tranches of Incremental Term Loans. The aggregate principal amount of all Incremental Term Loan Commitments of all Tranches of Incremental Term Loans made pursuant to this Section 2.1(e) shall not exceed on any date of determination, the Incremental Amount.

Incremental Term Loans. (ia) After The Borrower may at any time or from time to time after the Closing Date, by notice to the Borrower may from time Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to time each of the Lenders), request that additional the establishment of one or more new term loans be made to it in accordance with this Section 2.1(g) loan commitments (each, an the “Incremental Term LoanLoans”) by delivering a Notice ); provided that both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below, no Default shall exist. Each Incremental Term Loan Borrowing to the Administrative Agent, specifying (subject to the restrictions set forth in this Section 2.1(g)) therein (A) the amount of the Tranche of Incremental Term Loans requested (which Tranche shall be in a minimum aggregate principal amount of $50,000,000 (or such lower amount that either (A) represents all remaining availability under the limit set forth in the next sentence or (B) is acceptable to the Administrative Agent) and integral multiples of $5,000,000 in excess thereof. Notwithstanding anything to the contrary herein, the aggregate amount of all Incremental Term Loans shall not exceed an amount equal to the lesser of (x) $20,000,000 1,000,000,000 plus (y) the maximum amount at the time of such proposed Incremental Term Loans that could be incurred such that both immediately before and after giving pro forma effect to such Incremental Term Loans and the application of the proceeds thereof (and assuming such Incremental Term Loans are fully drawn), the Senior Secured Net Leverage Ratio (calculated treating the cash proceeds of such Incremental Term Loans as Restricted Cash) does not exceed 3.25 to 1.00 as of the last date for which Section 5.04 Financials have been delivered to the Administrative Agent (the aggregate amount in clauses (x) and (y) above, the then current “Available Incremental Amount, and, subject to the first sentence of Section 2.1(g)(iii”), in integral multiples of $1,000,000 in excess thereof), (B) the requested advance date of the proposed . The Incremental Term Loans comprising such Tranche (which i) shall rank pari passu in right of payment and of security with the then existing Term Loans and none of the obligors or guarantors with respect thereto shall be a Person that is not less a Loan Party, (ii) shall not mature earlier than ten (10) days from the date of delivery of the Notice of Incremental Term Loan Borrowing (or such shorter period of time as to which the Administrative Agent may agree in its sole discretion))Maturity Date, (Ciii) shall not have a shorter Weighted Average Life to Maturity than the then existing Term Loans, (iv) the Interest Rate Option(s) amortization schedule and the Applicable Margin to be applicable to Percentages for the Incremental Term Loans shall be determined by the Borrower and the Lenders of the Incremental Term Loans; provided, that (x) if the All-in Yield on any Incremental Term Loans exceeds the initial All-in Yield for the Term Loans by more than 50 basis points (the amount of such Trancheexcess above 50 basis points being referred to herein as the “Yield Differential”), then the Applicable Percentage for Term Loans shall automatically be increased by the Yield Differential, effective upon the making of such Incremental Term Loans, and (Dv) may have terms and conditions different from those of the amortization for then existing Term Loans (except as provided in clause (i) through (iv) above); provided that any such differences pursuant to this clause (v) shall be reasonably satisfactory to the Administrative Agent. Each notice from the Borrower pursuant to this Section 2.22 shall set forth the requested amount and proposed terms of the relevant Incremental Term Loan. Incremental Term Loans may be made by any existing Lender or by any Additional Lender (and each existing Lender will have the right, but not the obligation, to make a portion of any Incremental Term Loan up to an amount equal to its pro rata share of the then existing Term Loans (a “Participation Portion”), on terms permitted in this Section 2.22; provided that to the extent that any existing Lender does not offer to lend its full Participation Portion (any such remaining Incremental Term Loans, “Remaining Incremental Term Loans”), any existing Lender that does offer to lend its full Participation Portion (a “Participating Lender”) will have the right, but not the obligation, to make all or any portion of the entire Remaining Incremental Term Loans, and if the Participating Lenders, in the aggregate have elected, pursuant to this proviso, to make Incremental Term Loans in excess of the Remaining Incremental Term Loans, then the Remaining Incremental Term Loans shall be allocated among such Tranche and (E) Lenders pro rata based on the amount of any upfront or closing fees to be paid by the Borrower to the Lenders funding the Tranche of Remaining Incremental Term Loans requested. Subject such Lender was willing to the last sentence in Section 2.1(g)(v)make; provided, each Notice of further, that any existing Lender may assign its right to make Incremental Term Loan Borrowing delivered by Loans to an Affiliate of such existing Lender); provided that the Borrower relevant Persons under Section 9.04(b) shall have consented (in each case, not to be irrevocable and shall unreasonably withheld or delayed) to such Lender’s or Additional Lender’s making such Incremental Term Loans, if such consent would be binding upon all Loan Partiesrequired under Section 9.04(b) for an assignment of Term Loans to such Lender or Additional Lender.

Incremental Term Loans. (ia) After The Company may, at any time prior to the Closing Maturity Date, subject to the Borrower may from time terms and conditions set forth herein, by notice to time the Administrative Agent (which shall promptly deliver a copy to each Lender), request that additional term loans be made to it in accordance with this Section 2.1(g) (each, an “"Incremental Term Loan”") by delivering a Notice from one or more lenders, which may include any existing Lender (each, an "Incremental Term Lender"); provided that the aggregate principal amount of the Incremental Term Loans made pursuant to this Section shall in no event exceed $100,000,000 (the "Incremental Term Loan Borrowing to Amount"). The making of any Incremental Term Loans shall be within the Administrative Agentsole discretion of each Lender hereunder and shall require the express consent of each Lender making such Loans, specifying (and each Incremental Term Lender, if not already a Lender hereunder, shall be subject to the restrictions approval of the Administrative Agent and the Company (which approvals shall not be unreasonably withheld) and shall become a Lender under this Agreement pursuant to an Incremental Facility Amendment as set forth in this Section 2.1(g)paragraph (c) therein (A) the amount of the Tranche of below. The Incremental Term Loans requested made on any date (which Tranche i) shall rank pari passu in right of payment under this Agreement and the Subsidiary Guarantee Agreement with the initial Loans, (ii) shall be in a multiple of $5,000,000 and a minimum principal amount of $50,000,000 (or in an amount equal to the lesser of (x) $20,000,000 and (y) the then current remaining Incremental Term Loan Amount, and, subject to the first sentence of Section 2.1(g)(iii), in integral multiples of $1,000,000 in excess thereof), (Biii) shall have a final maturity no earlier than the requested advance date Maturity Date, (iv) shall have a weighted average life no shorter than that of the proposed Incremental Term initial Loans comprising such Tranche (which shall be not less than ten (10) days from the date of delivery of the Notice of Incremental Term Loan Borrowing (or such shorter period of time as to which the Administrative Agent may agree in its sole discretion)), (C) the Interest Rate Option(s) and the Applicable Margin to be applicable to the Incremental Term Loans in such Tranche, (D) the amortization for all Incremental Term Loans in such Tranche and (Ev) other than terms relating to maturity, amortization and pricing, shall have the amount of any upfront or closing fees same terms (including rights with respect to be paid by voluntary and mandatory prepayments) as the Borrower to the Lenders funding the Tranche of Incremental Term Loans requested. Subject to the last sentence in Section 2.1(g)(v), each Notice of Incremental Term Loan Borrowing delivered by the Borrower shall be irrevocable and shall be binding upon all Loan Partiesinitial Loans.

Incremental Term Loans. (ia) After The Lead Borrower (and the German Borrower and any U.K. Borrower in an aggregate amount not to exceed the Maximum Incremental Sub-Limit Amount) may, by written notice to the Administrative Agent from time to time, request that one of more Lenders (each of which shall be entitled to agree or decline to participate in its sole discretion) and/or one or more other Persons which are Eligible Assignees and which will become Lenders, provide, after the Closing Date, an increase in any existing Class of Term Loans (other than Canadian Term Loans or Tranche A Term Loans (or any Permitted Refinancing of Tranche A Term Loans that matures prior to the Borrower may from time to time request that additional term loans be made to it Initial Maturity Date)) (except as otherwise provided in accordance with this Section 2.1(g) 2.22, which shall be on the same terms as, and become a part of, the applicable Class of Term Loans hereunder (eachother than Canadian Term Loans and Tranche A Term Loans (or any Permitted Refinancing of Tranche A Term Loans that matures prior to the Initial Maturity Date)))), an and, subject to the terms and conditions contained in this Agreement and in the respective Incremental Term Loan Assumption Agreement, make Term Loans (“Incremental Term Loan”) by delivering a Notice of Incremental Term Loan Borrowing to the Administrative Agent, specifying (subject to the restrictions applicable Class pursuant thereto. Such notice shall set forth in this Section 2.1(g)) therein (Ai) the amount of the Tranche of Incremental Term Loans Loan Commitments being requested (which Tranche shall be in a minimum principal amount equal to the lesser of (x) $20,000,000 and (y) the then current Incremental Amount, and, subject to the first sentence of Section 2.1(g)(iii), in integral multiples of $1,000,000 in excess thereof), (B) the requested advance date of the proposed Incremental Term Loans comprising such Tranche (which shall be in minimum increments of $1,000,000, €1,000,000 or £1,000,000, as applicable and a minimum amount of $5,000,000, €5,000,000 or £2,500,000, as applicable (or such lesser amount as may be acceptable to the Administrative Agent) and (ii) the date on which such Incremental Term Loan Commitments are requested to become effective (which shall not be less than ten (10) 10 Business Days nor more than 60 days from after the date of delivery of the Notice of Incremental Term Loan Borrowing (or such shorter period of time as to which the Administrative Agent may agree in its sole discretionnotice)), (C) the Interest Rate Option(s) and the Applicable Margin to be applicable to the Incremental Term Loans in such Tranche, (D) the amortization for all Incremental Term Loans in such Tranche and (E) the amount of any upfront or closing fees to be paid by the Borrower to the Lenders funding the Tranche of Incremental Term Loans requested. Subject to the last sentence in Section 2.1(g)(v), each Notice of Incremental Term Loan Borrowing delivered by the Borrower shall be irrevocable and shall be binding upon all Loan Parties.; provided that:

Incremental Term Loans. (i) After Following the Closing Funding Date, the Borrower may from time to time request that additional term loans be made to it in accordance with this Section 2.1(g2.1(e) (each, an “Incremental Term Loan”) by delivering a Notice of Incremental Term Loan Borrowing to the Administrative Agent, specifying (subject to the restrictions set forth in this Section 2.1(g2.1(e)(ii)) therein (Au) the amount of the Tranche of Incremental Term Loans requested (which Tranche shall be in a minimum principal amount equal to the lesser of (x) $20,000,000 5,000,000 and (y) the then current Incremental Amount, and, subject to the first sentence of Section 2.1(g)(iii), in integral multiples of $1,000,000 in excess thereof), (Bv) the requested advance date of the proposed Incremental Term Loans comprising such Tranche (which shall be not less than ten thirty (1030) days from the date of delivery of the Notice of Incremental Term Loan Borrowing (or such shorter period of time as to which the Administrative Agent may agree in its sole discretion)), (Cw) the Interest Rate Option(s) and the Applicable Margin Margin(s) to be applicable to the all Incremental Term Loans in such Tranche, (Dx) the amortization for all Incremental Term Loans in such Tranche and Tranche, (Ey) the amount of any upfront or closing fees to be paid by the Borrower to the Lenders funding the Tranche of Incremental Term Loans requested, and (z) the proposed use of the proceeds of such Tranche of Incremental Term Alaska Communications Systems Holdings, Inc. Credit Agreement Loans. Subject to the last sentence in Section 2.1(g)(v2.1(e)(iv), each Notice of Incremental Term Loan Borrowing delivered by the Borrower shall be irrevocable and shall be binding upon all Loan Parties. At the time of delivery of each Notice of Incremental Term Loan Borrowing, the Borrower shall also deliver to the Administrative Agent a certificate of a Compliance Officer of the Borrower certifying (1) that after giving effect to the Borrowing of such Tranche of Incremental Term Loans, the Loan Parties shall be in pro forma compliance with the covenants set forth in Article VIII as of the most recent period for which financial statements have been delivered (and showing the calculations thereof), and (2) that no Default or Event of Default then exists or would be caused thereby. There shall be no more than five (5) Tranches of Incremental Term Loans. The aggregate principal amount of all Incremental Term Loan Commitments of all Tranches of Incremental Term Loans made pursuant to this Section 2.1(e) shall not exceed $50,000,000.

Incremental Term Loans. (i) After the Closing Date, the Borrower may at any time or from time to time request that additional term loans be made to it after the Restatement Date, in accordance with and subject to the terms of this Section 2.1(gAgreement, by notice to the Agent (whereupon the Agent shall promptly deliver a copy to each of the Lenders), increase the size of the Term Loans or request one or more additional tranches of Term Loans (each of which shall be deemed separate and independent tranches from the Initial Term Loan and from each other such additional tranche of term loans unless such additional tranche of term loans has terms identical in all respects or any other then existing tranche of additional Term Loans) to be funded in Dollars (each, an the “Incremental Term LoanLoans”); provided that (w) by delivering a Notice at the time of any such request no Default or Event of Default shall exist and at the time that any such Incremental Term Loan Borrowing to is made (and after giving effect thereto and the Administrative Agent, specifying (subject to the restrictions set forth in this Section 2.1(g)) therein (A) the amount use of the Tranche proceeds thereof) no Default or Event of Default shall exist, (x) each increase or new tranche of Incremental Term Loans requested (which Tranche shall be in a minimum an aggregate principal amount equal to the lesser of that is not less than $2,500,000 (x) $20,000,000 and (y) the then current Incremental Amount, and, subject to the first sentence of Section 2.1(g)(iii), in integral multiples minimum increments of $1,000,000 in excess thereof), (B) the requested advance date of the proposed Incremental Term Loans comprising such Tranche (which shall be not less than ten (10) days from the date of delivery of the Notice of Incremental Term Loan Borrowing (or such shorter period of time as to which the Administrative Agent may agree in its sole discretion)), (C) the Interest Rate Option(s) and the Applicable Margin to be applicable to the Incremental Term Loans in such Tranche, (D) the amortization for aggregate principal amount of all Incremental Term Loans funded pursuant to this Section 2.2(b) shall not exceed the Maximum Incremental Term Loan Amount, (y) the representations and warranties of the Loan Parties contained in this Agreement or in the other Loan Documents shall be true and correct in all material respects (except that such Tranche materiality qualifier shall not be applicable to any representations and warranties to the extent that they are already qualified or modified by materiality in the text thereof) on and as of the date of funding of such Incremental Term Loan (and after giving effect thereto and the use of proceeds thereof) except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality in the text thereof) as of such earlier date, and (Ez) after giving effect to the amount incurrence of any upfront or closing fees to be paid by the Borrower to the Lenders funding the Tranche of such Incremental Term Loans requestedand the use of proceeds thereof, Borrower would be in compliance on a pro forma basis with the applicable financial covenants set forth in Section 7.1, as then in effect, recomputed as of the last day of the most recently ended fiscal quarter for which the Agent and Lenders have received financial statements in respect of the last fiscal quarter pursuant to Section 5.1 (as if such Incremental Term Loans had been outstanding on the last day of the applicable measurement period in the case of measuring pro forma compliance). Subject Borrower shall deliver to Agent, prior to the last sentence in Section 2.1(g)(v), each Notice effectiveness of any Incremental Term Loan Borrowing delivered by Commitment, a certificate of an authorized officer of the Borrower shall be irrevocable certifying that all of the conditions set forth in clauses (w) through (z) of the immediately preceding sentence are satisfied after giving effect to any such Incremental Term Loan Commitment and shall be binding upon all Loan Partiescontaining reasonably detailed calculations with respect to clause (z).

Incremental Term Loans. (i) After the Closing Date, the Borrower may from time to time prior to the Maturity Date with respect to the Incremental Term Loan Facility, request that additional term loans be made to it in accordance with this Section 2.1(g) (each, an “Incremental Term Loan”) by delivering a Notice of Incremental Term Loan Borrowing to the Administrative Agent, specifying (subject to the restrictions set forth in this Section 2.1(g)) therein (A) the amount of the Tranche of Incremental Term Loans requested (which Tranche shall be in a minimum principal amount equal to the lesser of (x) $20,000,000 and (y) the then current Incremental Amount, and, subject to the first sentence of Section 2.1(g)(iii), in integral multiples of $1,000,000 in excess thereof), (B) the requested advance date of the proposed Incremental Term Loans comprising such Tranche (which shall be not less than ten (10) days from the date of delivery of the Notice of Incremental Term Loan Borrowing (or such shorter period of time as to which the Administrative Agent may agree in its sole discretion)), (C) the Interest Rate Option(s) and the Applicable Margin Margin(s) to be applicable to the all Incremental Term Loans in such Tranche, (D) the amortization for all Incremental Term Loans in such Tranche and (E) the amount of any upfront or closing fees to be paid by the Borrower to the Lenders funding the Tranche of Incremental Term Loans requested. Subject to the last sentence in Section 2.1(g)(v), each Notice of Incremental Term Loan Borrowing delivered by the Borrower shall be irrevocable and shall be binding upon all Loan Parties.

Incremental Term Loans. (i) After the Closing Date, the Borrower may from time to time prior to the Maturity Date with respect to the Incremental Term Loan Facility, request that additional term loans be made to it in accordance with this Section 2.1(g) (each, an “Incremental Term Loan”) by delivering a Notice of Incremental Term Loan Borrowing to the Administrative Agent, specifying (subject to the restrictions set forth in this Section 2.1(g)) therein (A) the amount of the Tranche of Incremental Term Loans requested (which Tranche shall be in a minimum principal amount equal to the lesser of (x) $20,000,000 10,000,000 and (y) the then current Incremental Amount, and, subject to the first sentence of Section 2.1(g)(iii), in integral multiples of $1,000,000 in excess thereof), (B) the requested advance date of the proposed Incremental Term Loans comprising such Tranche (which shall be not less than ten (10) thirty days from the date of delivery of the Notice of Incremental Term Loan Borrowing (or such shorter period of time as to which the Administrative Agent may agree in its sole discretion)), (C) the Interest Rate Option(s) and the Applicable Margin Margin(s) to be applicable to the all Incremental Term Loans in such Tranche, (D) the amortization for all Incremental Term Loans in such Tranche and (E) the amount of any upfront or closing fees to be paid by the Borrower to the Lenders funding the Tranche of Incremental Term Loans requested. Subject to the last sentence in Section 2.1(g)(v), each Notice of Incremental Term Loan Borrowing delivered by the Borrower shall be irrevocable and shall be binding upon all Loan Parties.

Incremental Term Loans. (i) After the Closing Date, the Borrower may from time to time prior to the Maturity Date with respect to the Incremental Term Loan Facility, request that additional term loans be made to it in accordance with this Section 2.1(g) (each, an “Incremental Term Loan”) by delivering a Notice of Incremental Term Loan Borrowing to the Administrative Agent, specifying (subject to the restrictions set forth in this Section 2.1(g)) therein (A) the amount of the Tranche of Incremental Term Loans requested (which Tranche shall be in a minimum principal amount equal to the lesser of (x) $20,000,000 and (y) the then current Incremental Flex-Debt Amount, and, subject to the first sentence of Section 2.1(g)(iii), in integral multiples of $1,000,000 in excess thereof), (B) the requested advance date of the proposed Incremental Term Loans comprising such Tranche (which shall be not less than ten (10) days from the date of delivery of the Notice of Incremental Term Loan Borrowing (or such shorter period of time as to which the Administrative Agent may agree in its sole discretion)), (C) the Interest Rate Option(s) and the Applicable Margin Margin(s) to be applicable to the all Incremental Term Loans in such Tranche, (D) the amortization for all Incremental Term Loans in such Tranche and (E) the amount of any upfront or closing fees to be paid by the Borrower to the Lenders funding the Tranche of Incremental Term Loans requested. Subject to the last sentence in Section 2.1(g)(v), each Notice of Incremental Term Loan Borrowing delivered by the Borrower shall be irrevocable and shall be binding upon all Loan Parties.

Incremental Term Loans. (i) After Following the Closing Date, the Borrower may from time to time prior to the Maturity Date with respect to the Term Loan Facility, request that additional term loans be made to it in accordance with this Section 2.1(g2.1(e) (each, an “Incremental Term Loan”) by delivering a Notice of Incremental Term Loan Borrowing to the Administrative Agent, specifying (subject to the restrictions set forth in this Section 2.1(g2.1(e)(ii)) therein (Au) the amount of the Tranche of Incremental Term Loans requested (which Tranche shall be in a minimum principal amount equal to the lesser of (x) $20,000,000 5,000,000 and (y) the then current Incremental Amount, and, subject to the first sentence of Section 2.1(g)(iii), in integral multiples of $1,000,000 in excess thereof), (Bv) the requested advance date of the proposed Incremental Term Loans comprising such Tranche (which shall be not less than ten thirty (1030) days from the date of delivery of the Notice of Incremental Term Loan Borrowing (or such shorter period of time as to which the Administrative Agent may agree in its sole discretion)), (Cw) the Interest Rate Option(s) and the Applicable Margin Margin(s) to be applicable to the all Incremental Term Loans in such Tranche, (Dx) the amortization for all Incremental Term Loans in such Tranche Tranche, and (Ey) the amount of any upfront or closing fees to be paid by the Borrower to the Lenders funding the Tranche of Incremental Term Loans requested, and (z) the proposed use of the proceeds of such Tranche of Incremental Term Loans. Subject to the last sentence in Section 2.1(g)(v2.1(e)(iv), each Notice of Incremental Term Loan Borrowing delivered by the Borrower shall be irrevocable and shall be binding upon all Loan Parties. At the time of delivery of each Notice of Incremental Term Loan Borrowing, the Borrower shall also deliver to the Administrative Agent a certificate of a Compliance Officer of the Borrower certifying (1) that after giving effect to the Borrowing of such Tranche of Incremental Term Loans, the Loan Parties shall be in pro forma compliance with the covenants set forth in Article VIII as of the most recent period for which financial statements have been delivered (and showing the calculations thereof), and (2) that no Default or Event of Default then exists or would be caused thereby. There shall be no more than five (5) Tranches of Incremental Term Loans.