Common use of Incremental Amendment Clause in Contracts

Incremental Amendment. Commitments in respect of Incremental Term Loans and Incremental Revolving Credit Commitments shall become additional Commitments under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrowers, each Incremental Lender providing such Commitments and the Administrative Agent. The Incremental Amendment may, without the consent of any other Loan Party, Agent or Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrowers, to effect the provisions of this Section 2.14, including, without limitation, any amendments necessary in connection with a Term Loan Increase necessary to provide that such Incremental Loans and Incremental Commitments are fungible for U.S. federal income tax purposes. The Borrowers will use the proceeds, if any, of the Incremental Term Loans and Incremental Revolving Credit Commitments for any purpose not prohibited by this Agreement. No Lender shall be obligated to provide any Incremental Term Loans or Incremental Revolving Credit Commitments, unless it so agrees. To the extent reasonably requested by the Administrative Agent, the Administrative Agent shall have received (i) customary legal opinions (conformed as appropriate), good standing certificates, board resolutions and officers’ certificates consistent with those delivered on the Closing Date (conformed as appropriate) other than changes to such legal opinions resulting from a change in Law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Incremental Term Loans and Incremental Revolving Credit Commitments are provided with the benefit of the applicable Loan Documents.

Incremental Amendment. Commitments in respect of Incremental Term Loans and Incremental Revolving Credit Commitments shall become additional Commitments or in the case of an Incremental Revolving Credit Commitment to be provided by an existing Revolving Credit Lender, an increase in such Lender’s applicable Revolving Credit Commitment) under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the BorrowersBorrower, each Incremental Lender providing such Incremental Commitments and the Administrative Agent. The Incremental Amendment may, without the consent of any other Loan Party, Agent or Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the BorrowersBorrower, to effect the provisions of this Section 2.142.24. For the avoidance of doubt, includingunless otherwise required by the Incremental Lenders, without limitation, any amendments necessary in connection with a Term Loan Increase necessary to provide that if the primary purpose of the proceeds from such Incremental Loans is to finance a Permitted Acquisition, the effectiveness of any Incremental Amendment shall not be subject to the bring-down of the representations and warranties of the Borrower and each other Loan Party contained in this Agreement or any other Loan Document on and as of the date of such Borrowing of Incremental Commitments are fungible for U.S. federal income tax purposesLoans other than the Specified Representations; provided that such requirement may be waived with the consent of the Required Lenders. The Borrowers will use In connection with any Incremental Amendment, the proceedsBorrower shall, if any, of the Incremental Term Loans and Incremental Revolving Credit Commitments for any purpose not prohibited by this Agreement. No Lender shall be obligated to provide any Incremental Term Loans or Incremental Revolving Credit Commitments, unless it so agrees. To the extent reasonably requested by the Administrative Agent, the Administrative Agent shall have received (i) deliver customary legal opinions (conformed as appropriate), good standing certificates, board resolutions and officers’ certificates consistent with those delivered on the Closing Date (conformed as appropriate) other than changes to such legal opinions resulting from a change in Law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Security Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Incremental Term Loans and Incremental Revolving Credit Commitments are provided with the benefit of the applicable Loan Documents. The Borrower will use the proceeds of the Incremental Loans solely for the purposes permitted pursuant to Section 5.10. No Lender shall be obligated to provide any Incremental Commitments or Incremental Loans unless it so agrees.

Incremental Amendment. Commitments in respect of Incremental Term Loans and Incremental Revolving Credit Commitments shall become additional Commitments (or in the case of an Incremental Revolving Commitment to be provided by a Lender with an existing Revolving Commitment, an increase in such Lender’s applicable Revolving Commitment), under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Credit Documents, executed by the BorrowersBorrower, each Incremental Lender providing such Commitments and the Administrative Agent. The Incremental Amendment may, without the consent of any other Loan Credit Party, Agent or Lender, effect such amendments to this Agreement and the other Loan Credit Documents (i) as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the BorrowersBorrower, to effect the provisions of this Section 2.142.20, includingincluding amendments as deemed necessary by the Administrative Agent in its reasonable judgment to effect any lien subordination and associated rights of the applicable Lenders to the extent any Incremental Loans are to rank junior in right of security and/or (ii) so long as such amendments are not materially adverse to the Lenders, without limitationsuch other changes as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to maintain the fungibility of any amendments necessary in connection with a Term Loan Increase necessary to provide that such Incremental Term Loans and Incremental Commitments are fungible for U.S. federal income tax purposeswith any tranche of then-outstanding Term Loans. The Borrowers will Borrower may use the proceeds, if any, of the Incremental Term Loans and Incremental Revolving Credit Commitments for any purpose not prohibited by this Agreement. No Lender shall be obligated to provide any Incremental Term Loans or Incremental Revolving Credit Commitments, Commitments unless it so agrees. To the extent reasonably requested by the Administrative Agent, the Administrative Agent shall have received (i) customary legal opinions (conformed as appropriate), good standing certificates, board resolutions and officers’ certificates consistent with those delivered on the Closing Date (conformed as appropriate) other than changes to such legal opinions resulting from a change in Law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Incremental Term Loans and Incremental Revolving Credit Commitments are provided with the benefit of the applicable Loan Documents.

Incremental Amendment. Commitments and Loans in respect of Incremental Term Loans and Incremental Revolving Credit Commitments Facility Increases of any Class shall become additional Commitments or Loans (and in the case of a Facility Increase to be provided by an existing Lender, an increase in such Lender’s applicable Commitment) of such Class under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Credit Documents, executed by the applicable Borrowers, each Incremental Lender providing such Commitments and Commitments, the Administrative AgentAgent (and each such Incremental Lender shall be recorded in the Register by the Administrative Agent and, to the extent such Person is not a Lender prior to such date, shall be subject to the requirements of Section 10.02 of this Agreement). The Incremental Amendment may, without the consent of any other Loan Party, Agent Party or Lender, effect such amendments to this Agreement and the other Loan Credit Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the BorrowersBorrower Representative, to effect the provisions of this Section 2.14, including, without limitation, any amendments necessary in 2.22. In connection with a Term Loan Increase necessary to provide that such any Incremental Loans and Incremental Commitments are fungible for U.S. federal income tax purposes. The Amendment, the Borrowers will use the proceedsshall, if any, of the Incremental Term Loans and Incremental Revolving Credit Commitments for any purpose not prohibited by this Agreement. No Lender shall be obligated to provide any Incremental Term Loans or Incremental Revolving Credit Commitments, unless it so agrees. To the extent reasonably requested by the Administrative Agent, the Administrative Agent shall have received (i) deliver customary legal opinions (conformed as appropriate)reaffirmation agreements, good standing certificates, board resolutions and officers’ certificates consistent with those delivered on the Closing Date (conformed as appropriate) other than changes to such legal opinions resulting from a change in Law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Security Documents and/or legal opinions with respect thereto, in each case, as may be reasonably requested by the Administrative such Agent in order to ensure that such Incremental Term Loans and Incremental Revolving Credit Commitments Facility Increases are provided with the benefit of the applicable Loan Credit Documents.

Incremental Amendment. Commitments in respect of Incremental Term Loans and Incremental Revolving Credit Commitments shall become additional Commitments Commitments, under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the BorrowersBorrower, each Incremental Term Lender providing such Incremental Term Commitments and the Administrative Agent. The Incremental Amendment may, without the consent of any other Loan Party, Agent or Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the BorrowersBorrower, to effect the provisions of this Section 2.142.12. For the avoidance of doubt, including, without limitation, any amendments necessary in connection with a Term Loan Increase necessary to provide that such Incremental Loans and Incremental Commitments are fungible for U.S. federal income tax purposes. The Borrowers will use the proceeds, if any, of unless otherwise required by the Incremental Term Loans Lenders, the effectiveness of any Incremental Amendment shall not be subject to the bring-down of the representations and warranties of the Borrower and each other Loan Party contained in this Agreement or any other Loan Document on and as of the date of such Borrowing of Incremental Revolving Credit Commitments for any purpose not prohibited by this Agreement. No Lender shall be obligated Term Loans; provided, however, that with respect to provide any Incremental Term Loans to finance an acquisition permitted by this Agreement, the condition to the availability or borrowing of such Incremental Revolving Credit CommitmentsTerm Loans that the Specified Representations as they relate to the target of such acquisition (conformed as necessary for such acquisition) be true and correct in all material respects as of the date of such Borrowing, unless it so agreesmay not be waived without the consent of the Required Lenders. To In connection with any Incremental Amendment, the extent Borrower shall, if reasonably requested by the Administrative Agent, the Administrative Agent shall have received (i) deliver customary legal opinions (conformed as appropriate), good standing certificates, board resolutions and officers’ certificates consistent with those delivered on the Closing Date (conformed as appropriate) other than changes to such legal opinions resulting from a change in Law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Incremental Term Loans and Incremental Revolving Credit Commitments are provided with the benefit of the applicable Loan Documents. The Borrower will use the proceeds of the Incremental Term Loans for any purpose not prohibited by this Agreement. No Lender shall be obligated to provide any Incremental Term Commitments or Incremental Term Loans unless it so agrees.

Incremental Amendment. Commitments in respect of Incremental Term Loans and Incremental Revolving Credit Commitments shall become additional Commitments under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the BorrowersBorrower, each Incremental Lender providing such Incremental Commitments and the Administrative Agent. The Incremental Amendment may, without the consent of any other Loan Party, Agent or Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the BorrowersBorrower, to effect the provisions of this Section 2.14, including, without limitation, any amendments necessary in . In connection with a Term Loan Increase necessary to provide that such any Incremental Loans and Incremental Commitments are fungible for U.S. federal income tax purposes. The Borrowers will use Amendment, the proceedsBorrower shall, if any, of the Incremental Term Loans and Incremental Revolving Credit Commitments for any purpose not prohibited by this Agreement. No Lender shall be obligated to provide any Incremental Term Loans or Incremental Revolving Credit Commitments, unless it so agrees. To the extent reasonably requested by the Administrative Agent, the Administrative Agent shall have received (i) deliver customary legal opinions (conformed as appropriate), good standing certificates, board resolutions and officers’ certificates consistent with those delivered on the Closing Date (conformed as appropriate) other than changes to such legal opinions resulting from a change in Law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Incremental Term Loans and Incremental Revolving Credit Commitments are provided with the benefit of the applicable Loan Documents. The Borrower will use the proceeds (if any) of the Incremental Loans for Permitted Acquisitions and other Investments permitted under this Agreement and, to refinance, redeem or exchange for any Preferred Stock and any Indebtedness of the Borrower and its Subsidiaries; provided that to the extent such Incremental Loan ranks equal in priority of security with the Obligations, such utilization for a refinancing, redemption or exchange shall not occur prior to the first anniversary of the Closing Date. No Lender shall be obligated to provide any Incremental Commitments or Incremental Loans unless it so agrees.

Incremental Amendment. Commitments in respect of Incremental Term Loans and Incremental Revolving Credit Commitments Commitment shall become additional Commitments (or in the case of an Incremental Revolving Credit Commitment to be provided by an existing Revolving Credit Lender, an increase in such Lender’s applicable Revolving Credit Commitment), under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the BorrowersBorrower, each Incremental Lender providing such Commitments and the Administrative Agent. The Incremental Amendment may, without the consent of any other Loan Party, Agent or Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the BorrowersBorrower, to effect the provisions of this Section 2.14, including, without limitation, any amendments necessary in connection with a Term Loan Increase necessary to provide that such Incremental Loans and Incremental Commitments are fungible for U.S. federal income tax purposes. The Borrowers Borrower will use the proceeds, if any, proceeds of the Incremental Term Loans and Incremental Revolving Credit Commitments for any purpose not prohibited Increases as determined by this Agreementthe Borrower and the Lenders providing such Incremental Term Loans and Incremental Revolving Credit Commitments Increases. No Lender shall be obligated to provide any Incremental Term Loans or Incremental Revolving Credit Commitments, unless it so agrees. To the extent reasonably requested by the Administrative Agent, the Administrative Agent shall have received (i) customary legal opinions (conformed as appropriate), good standing certificatesopinions, board resolutions and resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 4.01 (conformed as appropriate) other than changes to such legal opinions resulting from a change in Law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Agent). The Incremental Term Loans made pursuant to any Term Loan Increase shall be added to (and Incremental Revolving Credit Commitments are provided with form part of) each Borrowing of outstanding Term Loans under the benefit respective Class so incurred on a pro rata basis (based on the principal amount of the applicable Loan Documentseach Borrowing) so that each Lender under such Class will participate proportionately in each then outstanding Borrowing of Term Loans under such Class.

Incremental Amendment. Commitments in respect of Incremental Term Loans and Incremental Revolving Credit Commitments shall become additional Commitments under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the BorrowersBorrower Representative, each Incremental Lender providing such Incremental Commitments and the Administrative Agent. The Incremental Amendment may, without the consent of any other Loan Party, Agent or Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the BorrowersBorrower Representative, to effect the provisions of this Section 2.142.12. For the avoidance of doubt, includingunless otherwise required by the Incremental Lenders, without limitation, the effectiveness of any amendments necessary Incremental Amendment shall not be subject to the bring-down of the representations and warranties of the Borrowers and each other Loan Party contained in this Agreement or any other Loan Document on and as of the date of such Borrowing of Incremental Loans. In connection with a Term Loan Increase necessary to provide that such any Incremental Loans and Incremental Commitments are fungible for U.S. federal income tax purposes. The Amendment, the Borrowers will use the proceedsshall, if any, of the Incremental Term Loans and Incremental Revolving Credit Commitments for any purpose not prohibited by this Agreement. No Lender shall be obligated to provide any Incremental Term Loans or Incremental Revolving Credit Commitments, unless it so agrees. To the extent reasonably requested by the Administrative Agent, the Administrative Agent shall have received (i) deliver customary legal opinions (conformed as appropriate), good standing certificates, board resolutions and officers’ certificates consistent with those delivered on the Closing Date (conformed as appropriate) other than changes to such legal opinions resulting from a change in Law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Incremental Term Loans and Incremental Revolving Credit Commitments are provided with the benefit of the applicable Loan Documents. The Borrowers will use the proceeds of the Incremental Loans for any purpose not prohibited by this Agreement. No Lender shall be obligated to provide any Incremental Commitments or Incremental Loans unless it so agrees.

Incremental Amendment. Commitments in respect of Incremental Term Loans and Incremental Revolving Credit Commitments shall become additional Commitments (or in the case of an Incremental Revolving Commitment to be provided by an existing Revolving Lender, an increase in such Lender’s applicable Revolving Commitment), under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the BorrowersBorrower, each Incremental Lender providing such Incremental Commitments and the Administrative Agent. The Incremental Amendment may, without the consent of any other Loan Party, Agent or Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the BorrowersBorrower, to effect the provisions of this Section 2.14, including, without limitation, any amendments necessary in . In connection with a Term Loan Increase necessary to provide that such any Incremental Loans and Incremental Commitments are fungible for U.S. federal income tax purposes. The Borrowers will use Amendment, the proceedsBorrower shall, if any, of the Incremental Term Loans and Incremental Revolving Credit Commitments for any purpose not prohibited by this Agreement. No Lender shall be obligated to provide any Incremental Term Loans or Incremental Revolving Credit Commitments, unless it so agrees. To the extent reasonably requested by the Administrative Agent, the Administrative Agent shall have received (i) deliver customary legal opinions (conformed as appropriate), good standing certificates, board resolutions and officers’ certificates consistent with those delivered on the Closing Date (conformed as appropriate) other than changes to such legal opinions resulting from a change in Law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Incremental Term Loans and Incremental Revolving Credit Commitments are provided with the benefit of the applicable Loan Documents. The Borrower will use the proceeds (if any) of the Incremental Loans for any purpose not prohibited by this Agreement. No Lender shall be obligated to provide any Incremental Commitments or Incremental Loans unless it so agrees. Notwithstanding anything to the contrary in Section 10.01, the Administrative Agent is expressly permitted, without the consent of any Lenders or any Issuing Bank, to amend the Loan Documents (including Section 2.07) to the extent necessary or appropriate in the reasonable discretion of the Administrative Agent to give effect to any Incremental Commitment pursuant to this Section 2.14 (which may be in the form of an amendment and restatement), including to provide to the Lenders of any Class of Loans or Commitments hereunder the benefit of any term or provision that is added under any Incremental Amendment for the benefit of the Lenders of a Class of Incremental Commitments (including to the extent necessary or advisable to allow any Class of Incremental Commitments to be an Incremental Increase).

Incremental Amendment. Commitments in respect of Incremental Term Loans and Incremental Revolving Credit Commitments Commitment shall become additional Commitments (or in the case of an Incremental Revolving Credit Commitment to be provided by an existing Revolving Credit Lender, an increase in such Lender’s applicable Revolving Credit Commitment), under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the BorrowersBorrower, each Incremental Lender providing such Commitments and the Administrative Agent. The Incremental Amendment may, without the consent of any other Loan Party, Agent or Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the BorrowersBorrower, to effect the provisions of this Section 2.142.14 (and in the case of an Incremental Amendment relating to Incremental Term Loans, includingcustomary voluntary and mandatory prepayment provisions, without limitationassignment provisions (including Borrower buy back and affiliated lender provisions and for the avoidance of doubt including changes to the voting requirements and determination of Required Lenders customarily associated with such affiliated lender provisions), extension provisions, refinancing facility provisions and any amendments necessary other provisions customarily included in connection with a Term Loan Increase necessary to provide that term loan credit agreements of the Sponsor and related definitions in favor of (and relating to) the lenders under such Incremental Term Loans and may be added to the Loan Documents pursuant to such Incremental Commitments Amendment in the discretion of the Borrower (so long as such provisions are fungible for U.S. federal income tax purposesconsistent with credit facilities of other portfolio companies of Sponsor executed prior to the Original Closing Date), so long as such provisions are reasonably satisfactory to the Administrative Agent). The Borrowers Borrower will use the proceeds, if any, proceeds of the Incremental Term Loans and Incremental Revolving Credit Commitments for any purpose not prohibited by this Agreement. No Lender shall be obligated to provide any Incremental Term Loans or Incremental Revolving Credit Commitments, unless it so agrees. To the extent reasonably requested by the Administrative Agent, the Administrative Agent shall have received (i) customary legal opinions (conformed as appropriate), good standing certificates, board resolutions and officers’ certificates consistent with those delivered on the Closing Date (conformed as appropriate) other than changes to such legal opinions resulting from a change in Law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Incremental Term Loans and Incremental Revolving Credit Commitments are provided with the benefit of the applicable Loan Documents.

Incremental Amendment. Commitments in respect of Incremental Term Loans and Incremental Revolving Credit Commitments shall become additional Commitments (or in the case of an Incremental Revolving Commitment to be provided by an existing Revolving Lender, an increase in such Lender’s applicable Revolving Commitment), under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the BorrowersBorrower, each Incremental Lender providing such Incremental Commitments and the Administrative Agent. The Notwithstanding anything to the contrary in Section 10.01, (x) each Incremental Amendment may, without the consent of any other Loan Party, Agent or Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the BorrowersBorrower, to effect the provisions of this Section 2.14, includingincluding to effect technical and corresponding amendments to this Agreement and the other Loan Documents and (y) at the option of the Borrower in consultation with the Administrative Agent, without limitationincorporate terms that would be favorable to existing Lenders of the applicable Class or Classes for the benefit of such existing Lenders of the applicable Class or Classes (including to the extent necessary or advisable to allow any Class of Incremental Commitments to be a Loan Increase), any amendments necessary in each case under this clause (y), so long as the Administrative Agent reasonably agrees that such modification is favorable to the applicable Lenders. In connection with a Term Loan Increase necessary to provide that such any Incremental Loans and Incremental Commitments are fungible for U.S. federal income tax purposes. The Borrowers will use Amendment, the proceedsBorrower shall, if any, of the Incremental Term Loans and Incremental Revolving Credit Commitments for any purpose not prohibited by this Agreement. No Lender shall be obligated to provide any Incremental Term Loans or Incremental Revolving Credit Commitments, unless it so agrees. To the extent reasonably requested by the Administrative Agent, the Administrative Agent shall have received (i) deliver customary legal opinions (conformed as appropriate), good standing certificates, board resolutions and officers’ certificates consistent with those delivered on the Closing Date (conformed as appropriate) other than changes to such legal opinions resulting from a change in Law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Incremental Term Loans and Incremental Revolving Credit Commitments are provided with the benefit of the applicable Loan Documents. The Borrower will use the proceeds (if any) of the Incremental Loans for any purpose not prohibited by this Agreement. No Lender shall be obligated to provide any Incremental Commitments or Incremental Loans unless it so agrees.

Incremental Amendment. Commitments in respect of Incremental Term Loans and Incremental Revolving Credit Commitments shall become additional Commitments under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the BorrowersBorrower, each Incremental Lender providing such Commitments and the Administrative Agent. The Incremental Amendment may, without the consent of any other Loan Party, Agent or Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the BorrowersBorrower, to effect the provisions of this Section 2.14, including, without limitation, any amendments necessary in connection with a Term Loan Increase necessary to provide that such Incremental Loans and Incremental Commitments are fungible for U.S. federal income tax purposes. The Borrowers Borrower will use the proceeds, if any, proceeds of the Incremental Term Loans as determined by the Borrower and the Lenders providing such Incremental Revolving Credit Commitments for any purpose not prohibited by this AgreementTerm Loans. No Lender shall be obligated to provide any Incremental Term Loans or Incremental Revolving Credit CommitmentsLoans, unless it so agrees. To the extent reasonably requested by the Administrative Agent, the Administrative Agent shall have received (i) customary legal opinions (conformed as appropriate), good standing certificatesopinions, board resolutions and resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 4.01 (conformed as appropriate) other than changes to such legal opinions resulting from a change in Law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Agent). The Incremental Term Loans made pursuant to any Term Loan Increase shall be added to (and Incremental Revolving Credit Commitments are provided with form part of) each Borrowing of outstanding Term Loans under the benefit respective Class so incurred on a pro rata basis (based on the principal amount of the applicable Loan Documentseach Borrowing) so that each Lender under such Class will participate proportionately in each then outstanding Borrowing of Term Loans under such Class.

Incremental Amendment. (i) Commitments in respect of Incremental Term Loans and Incremental Revolving Credit Commitments Increases shall become additional Commitments under for all purposes of this Agreement and (ii) Incremental Term Loans and loans under any Revolving Credit Increases shall become Loans for all purposes of this Agreement, in each case, pursuant to an amendment or an amendment and restatement (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the BorrowersBorrower, each Incremental other Loan Party, each Lender providing such Loans and/or Commitments and the Administrative Agent. The Incremental Amendment may, without the consent of any other Loan Party, the Administrative Agent or any other Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the BorrowersBorrower, to effect the provisions of this Section 2.14, including, without limitationin the case of Additional Revolving Commitments, to permit the Lenders providing such Commitments to participate in the payment, borrowing, participation and commitment reduction provisions herein with any amendments necessary in connection with a Term Loan Increase necessary to provide that such Incremental then outstanding Revolving Credit Loans and Incremental Commitments are fungible for U.S. federal income tax purposes. The Borrowers will use the proceeds, if any, of the Incremental Term Loans and Incremental Revolving Credit Commitments for any purpose not prohibited by this Agreement. No Lender shall be obligated to provide any Incremental Term Loans or Incremental Revolving Credit Commitments, unless it so agrees. To the extent reasonably requested by the Administrative Agent, The Lenders hereby irrevocably authorize the Administrative Agent shall have received (i) customary legal opinions (conformed to enter into any Incremental Amendment and any amendment to any of the other Loan Documents with the Loan Parties as appropriate), good standing certificates, board resolutions may be necessary in order to establish new tranches or sub-tranches in respect of Loans or Commitments increased or extended pursuant to this Section 2.14 and officers’ certificates consistent with those delivered on such technical amendments as may be necessary or appropriate in the Closing Date (conformed as appropriate) other than changes to such legal opinions resulting from a change in Law, change in fact or change to counsel’s form reasonable opinion of opinion reasonably satisfactory to the Administrative Agent and the Borrower in connection with the establishment of such new tranches or sub-tranches (iiwhich may include amending and restating the Loan Documents), in each case on terms consistent with this Section 2.14, including any changes to Section 2.07(c) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order or otherwise necessary to ensure that such Incremental Term Loans and are fungible with Term B Loans if such Incremental Revolving Credit Commitments Term Loans are provided with the benefit intended to be of the applicable Loan Documentssame Class as the Term B Loans.

Incremental Amendment. Commitments in respect of Incremental Term Loans and Incremental Revolving Credit Commitments shall become additional Commitments (or in the case of an Incremental Revolving Credit Commitment to be provided by an existing Revolving Credit Lender, an increase in such Lender’s applicable Revolving Credit Commitment), under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the BorrowersBorrower, each Incremental Lender providing such Commitments and the Administrative Agent. The Incremental Amendment may, without the consent of any other Loan Party, Agent or Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the BorrowersBorrower, to effect the provisions of this Section 2.14, including, without limitation, any amendments necessary in connection with a Term Loan Increase necessary to provide that such Incremental Loans and Incremental Commitments are fungible for U.S. federal income tax purposes. The Borrowers Borrower will use the proceeds, if any, proceeds of the Incremental Term Loans and Revolving Commitment Increases as determined by the Borrower and the Lenders providing such Incremental Term Loans and Revolving Credit Commitments for any purpose not prohibited by this AgreementCommitment Increases. No Lender shall be obligated to provide any Incremental Term Loans or Incremental Revolving Credit Commitments, unless it so agrees. To the extent reasonably requested by the Administrative Agent, the Administrative Agent shall have received (i) customary legal opinions (conformed as appropriate)opinions, good standing board resolutions, officers’ certificates, board resolutions and officers’ solvency certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 4.01 (conformed as appropriate) other than changes to such legal opinions resulting from a change in Law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments Agent). Notwithstanding anything herein to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such contrary, any Incremental Term Loans that are not secured on pari passu basis on the Collateral as the Obligations shall be documented in a separate agreement and Incremental Revolving Credit Commitments are provided with the benefit of the applicable Loan Documentsnot under this Agreement.

Incremental Amendment. Commitments in respect of Incremental Term Loans and Incremental Revolving Credit Commitments shall become additional Commitments under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrowers, any Loan Party organized in an Agreed Borrower Jurisdiction that may be designated as a borrower in respect thereof (if any), and each Incremental Lender providing such Commitments and the Administrative AgentCommitments. The Incremental Amendment may, without the consent of any other Loan Party, Agent or Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the BorrowersLead Borrower, to effect the provisions of this Section 2.14, including, without limitation, . The Lead Borrower shall provide the Administrative Agent prompt written notice of any amendments necessary in connection with a Term Loan Increase necessary Incremental Amendment pursuant to provide that this Section 2.14 and the Administrative Agent hereby agrees to (and is directed by each Lender to) acknowledge such Incremental Loans Amendment as promptly as practicable following such written notice; it being acknowledged and agreed by each Lender that the Administrative Agent, in its capacity as such, shall have no liability with respect to such acknowledgment and each Lender hereby irrevocably waives to the fullest extent permitted by Law any claims with respect to such acknowledgment; provided that failure to obtain such acknowledgment shall in no way affect the effectiveness of any Incremental Commitments are fungible for U.S. federal income tax purposesAmendment. The Borrowers (or any Loan Party organized in an Agreed Borrower Jurisdiction that may be designated as a borrower in respect thereof) will use the proceeds, if any, proceeds of the Incremental Term Loans and Incremental Revolving Credit Commitments for any purpose not prohibited by this Agreement. No Lender shall be obligated to provide any Incremental Term Loans or Incremental Revolving Credit Commitments, unless it so agrees. To the extent reasonably requested by the Administrative Agent, the Administrative Agent shall have received (i) customary legal opinions (conformed as appropriate), good standing certificates, board resolutions and officers’ certificates consistent with those delivered on the Closing Date (conformed as appropriate) other than changes to such legal opinions resulting from a change in Law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Incremental Term Loans and Incremental Revolving Credit Commitments are provided with the benefit of the applicable Loan Documents.

Incremental Amendment. (i) Commitments in respect of Incremental Term Loans and Incremental Revolving Credit Commitments Increases shall become additional Commitments under for all purposes of this Agreement and (ii) Incremental Term Loans and loans under any Incremental Revolving Increases shall become Loans for all purposes of this Agreement, in each case, pursuant to an amendment or an amendment and restatement (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the BorrowersBorrower, each Incremental other Loan Party, each Lender providing such Loans and/or Commitments and the Administrative Agent. The Incremental Amendment may, without the consent of any other Loan Party, the Administrative Agent or any other Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the BorrowersBorrower, to effect the provisions of this Section 2.142.23, including, without limitationin the case of Additional Revolving Commitments, to permit the Lenders providing such Commitments to participate in the payment, borrowing, participation and commitment reduction provisions herein with any amendments necessary in connection with a Term Loan Increase necessary to provide that such Incremental then outstanding Revolving Loans and Incremental Commitments are fungible for U.S. federal income tax purposesRevolving Commitments. The Borrowers will use the proceeds, if any, of the Incremental Term Loans and Incremental Revolving Credit Commitments for any purpose not prohibited by this Agreement. No Lender shall be obligated to provide any Incremental Term Loans or Incremental Revolving Credit Commitments, unless it so agrees. To the extent reasonably requested by the Administrative Agent, Lenders hereby irrevocably authorize the Administrative Agent shall have received (i) customary legal opinions (conformed to enter into any Incremental Amendment and any amendment to any of the other Loan Documents with the Loan Parties as appropriate), good standing certificates, board resolutions may be necessary in order to establish new tranches or sub- tranches in respect of Loans or Commitments increased or extended pursuant to this Section 2.23 and officers’ certificates consistent with those delivered on such technical amendments as may be necessary or appropriate in the Closing Date (conformed as appropriate) other than changes to such legal opinions resulting from a change in Law, change in fact or change to counsel’s form reasonable opinion of opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent Borrower in order to ensure that such Incremental Term Loans and Incremental Revolving Credit Commitments are provided connection with the benefit establishment of such new tranches or sub-tranches (which may include amending and restating the applicable Loan Documents.), in each case on terms consistent with this

Incremental Amendment. Commitments in respect of Incremental Term Loans and Incremental Revolving Credit Commitments shall become additional Commitments under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the BorrowersBorrower, any Loan Party organized under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, that may be designated as a borrower in respect thereof (if any), and each Incremental Lender providing such Commitments and the Administrative AgentCommitments. The Incremental Amendment may, without the consent of any other Loan Party, Agent or Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the BorrowersBorrower, to effect the provisions of this Section 2.14. The Borrower shall provide the Administrative Agent prompt written notice of any Incremental Amendment pursuant to this Section 2.14 and the Administrative Agent hereby agrees to (and is directed by each Lender to) acknowledge such Incremental Amendment as promptly as practicable following such written notice; it being acknowledged and agreed by each Lender that the Administrative Agent, includingin its capacity as such, without limitationshall have no liability with respect to such acknowledgment and each Lender hereby irrevocably waives to the fullest extent permitted by Law any claims with respect to such acknowledgment; provided that failure to obtain such acknowledgment shall in no way affect the effectiveness of any Incremental Amendment. The Borrower (or any Loan Party organized under the laws of the United States, any amendments necessary state thereof, the District of Columbia or any territory thereof, that may be designated as a borrower in connection with a Term Loan Increase necessary to provide that such Incremental Loans and Incremental Commitments are fungible for U.S. federal income tax purposes. The Borrowers respect thereof) will use the proceeds, if any, proceeds of the Incremental Term Loans and Incremental Revolving Credit Commitments for any purpose not prohibited by this Agreement. No Lender shall be obligated to provide any Incremental Term Loans or Incremental Revolving Credit Commitments, unless it so agrees. To the extent reasonably requested by the Administrative Agent, the Administrative Agent shall have received (i) customary legal opinions (conformed as appropriate), good standing certificates, board resolutions and officers’ certificates consistent with those delivered on the Closing Date (conformed as appropriate) other than changes to such legal opinions resulting from a change in Law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Incremental Term Loans and Incremental Revolving Credit Commitments are provided with the benefit of the applicable Loan Documents.

Incremental Amendment. Commitments in respect of Incremental Term Loans and Incremental Revolving Credit Commitments shall become additional Commitments under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Credit Agreement and, as appropriate, the other Loan Credit Documents, executed by the BorrowersBorrower, each Incremental Lender providing such Commitments and Commitments, the Administrative AgentAgent and, for purposes of any election and/or increase to the Swingline Sublimit or L/C Sublimit, the Swingline Lender and each L/C Issuer. The Incremental Amendment may, without the consent of any other Loan Credit Party, the Administrative Agent or Lender, effect such amendments to this Credit Agreement and the other Loan Credit Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the BorrowersBorrower, to effect the provisions of this Section 2.142.18, including, without limitation, including any amendments necessary to establish the Incremental Loans and/or Incremental Commitments as a new Class of Loans, to provide to the Lenders of any Class of Loans or Commitments hereunder the benefit of any term or provision that is added under any Incremental Amendment for the benefit of the Lenders of an Incremental Facility (including to the extent necessary or advisable to allow any Incremental Facility to be an Incremental Increase) and such other technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower in connection with a Term Loan Increase necessary to provide that the establishment of such Incremental Loans and Incremental Commitments are fungible for U.S. federal income tax purposesnew Class or tranche, in each case on terms consistent with this Section 2.18. The Borrowers Borrower will use the proceeds, if any, proceeds of the Incremental Term Loans and Incremental Revolving Credit Commitments for any purpose not prohibited by this Agreement. No Lender shall be obligated to provide any Incremental Term Loans or Incremental Revolving Credit Commitments, unless it so agrees. To the extent reasonably requested by the Administrative Agent, the Administrative Agent shall have received (i) customary legal opinions (conformed as appropriate), good standing certificates, board resolutions and officers’ certificates consistent with those delivered on the Closing Date (conformed as appropriate) other than changes to such legal opinions resulting from a change in Law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Incremental Term Loans and Incremental Revolving Credit Commitments are provided with the benefit of the applicable Loan Documents.

Incremental Amendment. Commitments in respect of Incremental Term Loans and Incremental Revolving Credit Commitments shall become additional Commitments under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the BorrowersBorrower, each Incremental Term Lender providing such Commitments and the Administrative Agent. The Incremental Amendment may, without the consent of any other Loan Party, Agent or Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the BorrowersBorrower, to effect the provisions of this Section 2.14, including, without limitation, any amendments necessary in connection with a Term Loan Increase necessary to provide that such Incremental Loans and Incremental Commitments are fungible for U.S. federal income tax purposes. The Borrowers Borrower will use the proceeds, if any, proceeds of the Incremental Term Loans as determined by the Borrower and the Lenders providing such Incremental Revolving Credit Commitments for any purpose not prohibited by this AgreementTerm Loans. No Lender shall be obligated to provide any Incremental Term Loans or Incremental Revolving Credit Commitments, unless it so agrees. To the extent reasonably requested by the Administrative Agent, the Administrative Agent shall have received (i) customary legal opinions (conformed as appropriate), good standing certificatesopinions, board resolutions and resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 4.01 (conformed as appropriate) other than changes to such legal opinions resulting from a change in Law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Agent). The Incremental Term Loans made pursuant to any Term Loan Increase shall be added to (and Incremental Revolving Credit Commitments are provided with form part of) each Borrowing of outstanding Term Loans under the benefit respective Class so incurred on a pro rata basis (based on the principal amount of the applicable Loan Documentseach Borrowing) so that each Lender under such Class will participate proportionately in each then outstanding Borrowing of Term Loans under such Class.

Incremental Amendment. Commitments in respect of Incremental Term Loans and Incremental Revolving Credit Commitments shall become additional Commitments Commitments, under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the BorrowersBorrower, each Incremental Lender providing such Commitments and the Administrative Agent. The Incremental Amendment may, without the consent of any other Loan Party, Agent or Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the BorrowersBorrower, to effect the provisions of this Section 2.14, including, without limitation, any amendments necessary in connection with a Term Loan Increase necessary to provide that such Incremental Loans and Incremental Commitments are fungible for U.S. federal income tax purposes. The Borrowers Borrower will use the proceeds, if any, proceeds of the Incremental Term Loans as determined by the Borrower and the Lenders providing such Incremental Revolving Credit Commitments for any purpose not prohibited by this AgreementTerm Loans. No Lender shall be obligated to provide any Incremental Term Loans or Incremental Revolving Credit CommitmentsLoans, unless it so agrees. To the extent reasonably requested by the Administrative Agent, the Administrative Agent shall have received (i) customary legal opinions (conformed as appropriate)opinions, good standing board resolutions, officers’ certificates, board resolutions and officers’ solvency certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 4.01 (conformed as appropriate) other than changes to such legal opinions resulting from a change in Law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments the Mexican Collateral Agent, as applicable). Notwithstanding anything herein to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such contrary, any Incremental Term Loans that are not secured on pari passu basis on the Collateral as the Obligations shall be documented in a separate agreement and Incremental Revolving Credit Commitments are provided with the benefit of the applicable Loan Documentsnot under this Agreement.

Incremental Amendment. Commitments Notwithstanding anything to the contrary in respect of Incremental Term Loans and Incremental Revolving Credit Commitments shall become additional Commitments under Section 15.1 or otherwise in this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement andAgreement, as appropriate, the other Loan Documents, executed by the Borrowers, each Incremental Lender providing such Commitments and the Administrative Agent. The any Incremental Amendment may, without the consent of any other Loan Party, Agent or LenderLenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the BorrowersAdministrative Borrower, to effect the provisions of terms thereof, to the extent such terms are permitted under this Section 2.142.3. Any such Incremental Amendment may include ratable increases in the thresholds set forth in the definition of Payment Conditions and Debt Repayment Conditions. Notwithstanding the foregoing, includingAgent shall have the right (but not the obligation) to seek the advice or concurrence of Required Lenders with respect to any matter contemplated by this Section 2.3 and, without limitationif Agent seeks such advice or concurrence, it shall be permitted to enter into such amendments with Administrative Borrower in accordance with any instructions actually received by such Required Lenders and shall also be entitled to refrain from entering into such amendments necessary with Administrative Borrower unless and until it shall have received such advice or concurrence; provided, however, that whether or not there has been a request by Agent for any such advice or concurrence, all such amendments entered into with Administrative Borrower by Agent hereunder shall be binding and conclusive on Lenders. Without limiting the foregoing, in connection with any Incremental Amendment and as required by Applicable Law to protect Agent’s perfected security interest thereon, the respective Loan Parties shall (at their expense) amend (and Agent is hereby directed to amend) any Mortgage that has a Term Loan Increase necessary maturity date prior to provide the then Latest Maturity Date so that such Incremental Loans and Incremental Commitments are fungible for U.S. federal income tax purposes. The Borrowers will use maturity date is extended to the proceeds, if any, of the Incremental Term Loans and Incremental Revolving Credit Commitments for any purpose not prohibited by this Agreement. No Lender shall be obligated to provide any Incremental Term Loans or Incremental Revolving Credit Commitments, unless it so agrees. To the extent reasonably requested by the Administrative Agent, the Administrative Agent shall have received (i) customary legal opinions (conformed as appropriate), good standing certificates, board resolutions and officers’ certificates consistent with those delivered on the Closing Latest Maturity Date (conformed as appropriate) other than changes after giving effect to such legal opinions resulting from a change in Law, change in fact Incremental Amendment (or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents later date as may be reasonably requested advised by the Administrative Agent in order local counsel to ensure that such Incremental Term Loans and Incremental Revolving Credit Commitments are provided with the benefit of the applicable Loan DocumentsAgent).

Incremental Amendment. Commitments in respect of Incremental Term Loans and Incremental Revolving Credit Commitments shall become additional Commitments (or in the case of an Incremental Revolving Credit Commitment to be provided by an existing Revolving Credit Lender, an increase in such Lender’s applicable Revolving Credit Commitment), under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the BorrowersBorrower, the Required Lenders and each Incremental Lender providing such Commitments and the Administrative Agent. The Incremental Amendment may, without the consent of any other Loan Party, Agent or Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the BorrowersBorrower, to effect the provisions of this Section 2.14, including, without limitation, any amendments necessary in connection with a Term Loan Increase necessary to provide that such Incremental Loans and Incremental Commitments are fungible for U.S. federal income tax purposes. The Borrowers Borrower will use the proceeds, if any, proceeds of the Incremental Term Loans and Incremental Revolving Credit Commitments for any purpose not prohibited as determined by this Agreementthe Borrower and the Lenders providing such Incremental Term Loans and Incremental Revolving Credit Commitments. No Lender shall be obligated to provide any Incremental Term Loans or Incremental Revolving Credit Commitments, unless it so agrees. To the extent reasonably requested by the Administrative Agent, the Administrative Agent shall have received (i) customary legal opinions (conformed as appropriate), good standing certificatesopinions, board resolutions and resolutions, officers’ certificates consistent with those delivered on the Closing Date (conformed as appropriate) other than changes to such legal opinions resulting from a change in Law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (ii) and/or reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such agreements. The Incremental Term Loans made pursuant to any Term Loan Increase shall be added to (and Incremental Revolving Credit Commitments are provided with form part of) each Borrowing of outstanding Term Loans under the benefit respective Class so incurred on a pro rata basis (based on the principal amount of the applicable Loan Documentseach Borrowing) so that each Lender under such Class will participate proportionately in each then outstanding Borrowing of Term Loans under such Class.

Incremental Amendment. Commitments in respect of Incremental Term Loans and Incremental Revolving Credit Commitments shall become additional Commitments (or in the case of an Incremental Revolving Commitment to be provided by a Lender with an existing Revolving Commitment, an increase in such Lender’s applicable Revolving Commitment), under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Credit Documents, executed by the BorrowersBorrower, each Incremental Lender providing such Commitments and the Administrative Agent. The Incremental Amendment may, without the consent of any other Loan Credit Party, Agent or Lender, effect such amendments to this Agreement and the other Loan Credit Documents (i) as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the BorrowersBorrower, to effect the provisions of this Section 2.142.20, includingincluding amendments as deemed necessary by the Administrative Agent in its reasonable judgment to effect any lien subordination and associated rights of the applicable Lenders to the extent any Incremental Loans are to rank junior in right of security and/or (ii) so long as such amendments are not materially adverse to the Lenders, without limitationsuch other changes as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to maintain the fungibility of any amendments necessary in connection with a Term Loan Increase necessary to provide that such Incremental Term Loans and Incremental Commitments are fungible for U.S. federal income tax purposeswith any tranche of then-outstanding Term Loans. The Borrowers will Borrower may use the proceeds, if any, of the Incremental Term Loans and Incremental Revolving Credit Commitments for any purpose not prohibited by this Agreement. No Lender shall be obligated to provide any Incremental Term Loans or Incremental Revolving Credit Commitments, Commitments unless it so agrees. To At the extent reasonably requested by request of the Administrative Agent, the Administrative Agent Borrower shall have received (i) customary legal opinions (conformed as appropriate)deliver a certificate of an Authorized Officer of the Borrower, good standing certificates, board resolutions certifying that the conditions and officers’ certificates consistent requirements with those delivered on the Closing Date (conformed as appropriate) other than changes respect to such legal opinions resulting from a change Incremental Commitments and/or Incremental Loans set forth in Law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent this Section 2.20 have been met and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Incremental Term Loans and Incremental Revolving Credit Commitments are provided with the benefit of the applicable Loan DocumentsAmendment is authorized under this Section 2.20.

Incremental Amendment. Commitments in respect of Incremental Term Loans and Incremental Revolving Credit Commitments shall become additional Commitments under this 4849-7283-2717 142 Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrowers, any Loan Party organized in an Agreed Borrower Jurisdiction that may be designated as a borrower in respect thereof (if any), and each Incremental Lender providing such Commitments and the Administrative AgentCommitments. The Incremental Amendment may, without the consent of any other Loan Party, Agent or Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the BorrowersLead Borrower, to effect the provisions of this Section 2.14, including, without limitation, . The Lead Borrower shall provide the Administrative Agent prompt written notice of any amendments necessary in connection with a Term Loan Increase necessary Incremental Amendment pursuant to provide that this Section 2.14 and the Administrative Agent hereby agrees to (and is directed by each Lender to) acknowledge such Incremental Loans Amendment as promptly as practicable following such written notice; it being acknowledged and agreed by each Lender that the Administrative Agent, in its capacity as such, shall have no liability with respect to such acknowledgment and each Lender hereby irrevocably waives to the fullest extent permitted by Law any claims with respect to such acknowledgment; provided that failure to obtain such acknowledgment shall in no way affect the effectiveness of any Incremental Commitments are fungible for U.S. federal income tax purposesAmendment. The Borrowers (or any Loan Party organized in an Agreed Borrower Jurisdiction that may be designated as a borrower in respect thereof) will use the proceeds, if any, proceeds of the Incremental Term Loans and Incremental Revolving Credit Commitments for any purpose not prohibited by this Agreement. No Lender shall be obligated to provide any Incremental Term Loans or Incremental Revolving Credit Commitments, unless it so agrees. To the extent reasonably requested by the Administrative Agent, the Administrative Agent shall have received (i) customary legal opinions (conformed as appropriate), good standing certificates, board resolutions and officers’ certificates consistent with those delivered on the Closing Date (conformed as appropriate) other than changes to such legal opinions resulting from a change in Law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Incremental Term Loans and Incremental Revolving Credit Commitments are provided with the benefit of the applicable Loan Documents.

Incremental Amendment. Commitments in respect of Incremental Term Loans and Incremental Revolving Credit Commitments shall become additional Commitments under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the BorrowersBorrower, each Incremental Lender providing such Incremental Commitments and the Administrative Agent. The Incremental Amendment may, without the consent of any other Loan Party, Agent or Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the BorrowersBorrower, to effect the provisions of this Section 2.14, including, without limitation, any amendments necessary in . In connection with a Term Loan Increase necessary to provide that such any Incremental Loans and Incremental Commitments are fungible for U.S. federal income tax purposes. The Borrowers will use Amendment, the proceedsBorrower shall, if any, of the Incremental Term Loans and Incremental Revolving Credit Commitments for any purpose not prohibited by this Agreement. No Lender shall be obligated to provide any Incremental Term Loans or Incremental Revolving Credit Commitments, unless it so agrees. To the extent reasonably requested by the Administrative Agent, the Administrative Agent shall have received (i) deliver customary legal opinions (conformed as appropriate), good standing certificates, board resolutions and officers’ certificates consistent with those delivered on the Closing Date (conformed as appropriate) other than changes to such legal opinions resulting from a change in Law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Incremental Term Loans and Incremental Revolving Credit Commitments are provided with the benefit of the applicable Loan Documents. The Borrower will use the proceeds (if any) of the Incremental Loans for any purpose not prohibited by this Agreement. No Lender shall be obligated to provide any Incremental Commitments or Incremental Loans unless it so agrees. Notwithstanding anything to the contrary in Section 10.01, the Administrative Agent is expressly permitted, without the consent of any Lenders, to amend the Loan Documents (including Section 2.07) to the extent necessary or appropriate in the reasonable discretion of the Administrative Agent to give effect to any Incremental Commitment pursuant to this Section 2.14 (which may be in the form of an amendment and restatement), including to provide to the Lenders of any Class of Loans or Commitments hereunder the benefit of any term or provision that is added under any Incremental Amendment for the benefit of the Lenders of a Class of Incremental Commitments (including to the extent necessary or advisable to allow any Class of Incremental Commitments to be an Incremental Increase).

Incremental Amendment. Commitments in respect of All Incremental Term Loans and Incremental Revolving Credit Commitments shall become additional Commitments (or in the case of a Term Loan Increase or a Revolving Increase to be provided by an existing Lender with an existing Term Loan Commitment or an existing Revolving Commitment, respectively, as applicable, an increase in such Lender’s applicable existing Commitment) under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrowerseach Borrower, each Incremental Lender providing such Incremental Commitments and the Administrative Agent. The Incremental Amendment may, without the consent of any other Loan Party, Agent or Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the BorrowersBorrower, to effect the provisions of this Section 2.142.5. Each such Incremental Amendment shall specify the terms of the Incremental Facility (including the conditions to effectiveness of such Incremental Amendment and any other documentation entered into in connection therewith and to the making of any loans or other extensions of credit thereunder (including as to (x) when such conditions must be satisfied (as between execution of such Incremental Amendment and incurrence of loans or other extensions of credit thereunder) and (y) the scope of any representations and warranties to be made)), includingwhich shall be as agreed among the Borrower and the applicable Incremental Lenders; provided that: (i) no Default or Event of Default shall exist at the time of or result immediately before or immediately after giving effect to any such Incremental Facility; provided that, without limitationsolely to the extent the proceeds of an Incremental Term Loan Facility are used to finance a Limited Condition Acquisition, compliance with the foregoing shall, at the Borrower’s election, be tested as of the date of execution and effectiveness of the Acquisition Agreement for such Limited Condition Acquisition in lieu of the date of consummation of such Limited Condition Acquisition; provided further that, notwithstanding the foregoing proviso, no Specified Event of Default shall exist at the time or result after giving effect to such Limited Condition Acquisition on the closing date of such Limited Condition Acquisition. (ii) the scheduled maturity date of any Loan under an Incremental Term Loan Commitment shall be no earlier than the Maturity Date of any existing Term Loan outstanding as of such date; (iii) to the extent that the applicable effective yield (including interest rate margins, any amendments necessary interest rate floors, original issue discount and upfront fees (based on the shorter of a four-year average life to maturity and actual average life to maturity), but excluding arrangement, structuring, underwriting, consent, commitment and similar fees that are not payable by any Borrower generally to all lenders) for any Incremental Commitment exceeds by more than 0.75% the applicable effective yield for the Existing Facilities for the applicable Class (the amount of such excess above 0.75% being referred to herein as the “Yield Differential”), the applicable effective yield with respect to the applicable Existing Facilities, as the case may be, shall automatically be increased by the Yield Differential, effective as of the incurrence of such Incremental Commitment (it being agreed that any increase to the effective yield of an Existing Facility required as a result of this clause (iii) and attributable to a difference between any rate floor applicable to an Incremental Commitment and any rate floor applicable to the applicable Existing Facility shall be effected solely through an increase in connection with a the corresponding rate floor applicable to the Existing Facility); ​ (iv) the weighted average life of any Incremental Term Loan Facility shall be equal to or greater than the weighted average life of each existing Term Loan Facility outstanding as of such date, determined as of the initial funding date of such Incremental Loan; (v) any Revolving Increase or Term Loan Increase necessary shall be on the same terms (including covenants, maturity date and interest rate) as the equivalent Existing Facility; (vi) other than pricing, upfront, arrangement, structuring, underwriting, ticking, consent, amendment and other fees, any Incremental Revolving Facility shall be on the same terms (including covenants and maturity date) as the equivalent Existing Facility; (vii) immediately after giving effect to provide any Incremental Facility, the Loan Parties shall be in pro forma compliance with the financial covenant under Article VIII for the Test Period; provided that (x) in no event shall the proceeds of any Incremental Facility be netted in calculating such financial covenant (except to the extent actually utilized to repay Indebtedness), and (y) solely to the extent the proceeds of an Incremental Loans and Incremental Commitments Term Loan Commitment are fungible for U.S. federal income tax purposes. The Borrowers will use used or to be used to finance a Limited Condition Acquisition, at the proceedsBorrower’s election, if any, such financial covenant shall be tested as of the Incremental Term Loans date of execution and Incremental Revolving Credit Commitments effectiveness of the Acquisition Agreement for any purpose not prohibited by this Agreement. No Lender shall be obligated to provide such Limited Condition Acquisition in lieu of the date of consummation of such Limited Condition Acquisition; (viii) any Incremental Term Loans Loan Facility shall share mandatory and voluntary prepayments ratably with the equivalent Existing Facilities; (ix) the representations and warranties of the Loan Parties set forth in Article V of this Agreement shall then be true and correct, except such representations and warranties that are not qualified in this Agreement by reference to materiality or Incremental Revolving Credit Commitmentsa Material Adverse Change shall then be true and correct in all material respects as of such date (except for any such representation and warranty that by its terms is made only as of an earlier date, unless it so agrees. To which representation and warranty shall remain true and correct in all material respects as of such earlier date); provided that, solely to the extent reasonably requested by the Administrative Agentproceeds of an Incremental Term Loan Facility are used to finance a Limited Condition Acquisition, at the Borrower’s election, compliance with the foregoing shall be tested as of the date of execution and effectiveness of the Acquisition Agreement for such Limited Condition Acquisition in lieu of the date of consummation of such Limited Condition Acquisition; provided further that, notwithstanding the foregoing proviso, the Administrative Agent Specified Representations shall have received be true and correct as of the closing date of such Limited Condition Acquisition, except such representations and warranties that are not qualified in this Agreement by reference to materiality or a Material Adverse Change (or similar term as defined in the applicable Acquisition Agreement) shall then be true and correct in all material respects as of such date (except for any such representation and warranty that by its terms is made only as of an earlier date, which representation and warranty shall remain true and correct in all material respects as of such earlier date); and (x) except as otherwise required in the foregoing clauses (i) customary legal opinions through (conformed as appropriateix), good standing certificatesany representation, board resolutions and officers’ certificates consistent with those delivered on covenant or event of default applicable to an Incremental Facility that is more restrictive than the Closing Date equivalent representation, covenant or Event of Default set forth in this Agreement or any other Loan Document (conformed as appropriate) other than changes any such terms applicable to such legal opinions resulting from a change in Law, change in fact or change an Incremental Facility that apply only to counsel’s form of opinion reasonably satisfactory periods after the latest Maturity Date) shall be deemed to be applicable to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Incremental Term Loans and Incremental Revolving Credit Commitments are provided with the benefit of the applicable Loan DocumentsExisting Facilities.

Incremental Amendment. Commitments in respect of Incremental Term Loans and Incremental Revolving Credit Commitments shall become additional Commitments under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the BorrowersLoan Parties, each Incremental Lender providing such Commitments and the Administrative Agent. The Incremental Amendment may, without the consent of any other Loan Party, Agent Party or any Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the BorrowersBorrowing Agent, (i) to effect the provisions of this Section 2.14, including, without limitation, any amendments necessary 3.6 and (ii) to modify the terms or conditions applicable to (x) all Classes of Loans outstanding prior to the effectiveness of such Incremental Amendment to the extent reasonably determined by the Administrative Agent and the Borrowing Agent to be beneficial to all of the existing Lenders relative to such terms or conditions as in connection with a Term Loan Increase necessary effect prior to provide the effectiveness of such Incremental Amendment (provided that such modification must be made to all applicable Classes of Loans) or (y) any one or more Classes of Loans outstanding prior to the effectiveness of such Incremental Amendment (any such Class of Loans, “Existing Loans”) necessary for any such Existing Loans and Incremental Commitments are fungible to be “fungible” for U.S. federal income tax purposespurposes with any Class of Incremental Loans or Incremental Commitments incurred pursuant to such Incremental Amendment, by increasing the Effective Yield (or any component thereof) applicable to any such Existing Loans and/or by imposing, increasing the amount of, or extending the period of applicability of, any premiums or fees payable upon the prepayment or repricing of such Existing Loans. The Borrowers will use the proceeds, if any, proceeds of the Incremental Term Loans and Incremental Revolving Credit Commitments for any purpose not prohibited by this Agreement. No Lender shall be obligated to provide any Incremental Term Loans or Incremental Revolving Credit Commitments, unless it so agrees. To the extent reasonably requested by the Administrative Agent, the Administrative Agent shall have received (i) customary legal opinions (conformed as appropriate), good standing certificates, board resolutions and officers’ certificates consistent with those delivered on the Closing Date (conformed as appropriate) other than changes to such legal opinions resulting from a change in Law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Incremental Term Loans and Incremental Revolving Credit Commitments are provided with the benefit of the applicable Loan Documents.

Incremental Amendment. Commitments in respect of Incremental Term Loans and Incremental Revolving Credit Commitments shall become additional Commitments Commitments, under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the BorrowersBorrower, any other Loan Party party thereto, each Incremental Lender providing such Commitments and the Administrative Agent. The Incremental Amendment may, without the consent of any other Loan Party, Agent or Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the BorrowersBorrower, to effect the provisions of this Section 2.142.14 (and in the case of an Incremental Amendment relating to Incremental Loans, includingcustomary voluntary and mandatory prepayment provisions, without limitationassignment provisions (including Borrower buy back and affiliated lender provisions and for the avoidance of doubt including changes to the voting requirements and determination of Required Lenders customarily associated with such affiliated lender provisions), extension provisions, refinancing facility provisions and any amendments necessary other provisions customarily included in connection with a Term Loan Increase necessary to provide that term loan credit agreements of the Sponsor and related definitions in favor of (and relating to) the lenders under such Incremental Loans and may be added to the Loan Documents pursuant to such Incremental Commitments Amendment in the discretion of the Borrower (so long as such provisions are fungible for U.S. federal income tax purposesconsistent with credit facilities of other portfolio companies of Sponsor executed prior to the Closing Date), so long as such provisions are reasonably satisfactory to the Administrative Agent). The Borrowers Borrower will use the proceeds, if any, proceeds of the Incremental Term Loans and Incremental Revolving Credit Commitments for any purpose not prohibited by this Agreement. No Lender shall be obligated to provide any Incremental Term Loans or Incremental Revolving Credit Commitments, unless it so agrees. To the extent reasonably requested by the Administrative Agent, the Administrative Agent shall have received (i) customary legal opinions (conformed as appropriate), good standing certificates, board resolutions and officers’ certificates consistent with those delivered on the Closing Date (conformed as appropriate) other than changes to such legal opinions resulting from a change in Law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Incremental Term Loans and Incremental Revolving Credit Commitments are provided with the benefit of the applicable Loan Documents.

Incremental Amendment. Commitments in respect of (i) Incremental Term Loans and Incremental Revolving Credit Loan Commitments shall become additional Commitments under this Agreement pursuant to an amendment to this Agreement (an “Incremental Amendment”) to this Agreement and, as appropriate, amendments to the other Loan Documents, executed by the BorrowersBorrower, each Incremental Term Loan Lender providing such Commitments and the Administrative Agent, as applicable. The Incremental Amendment may, without the consent of any other Loan Party, Agent Credit Party or Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the BorrowersBorrower, to effect the provisions of this Section 2.14, including, without limitation, any amendments necessary in connection with a Term Loan Increase necessary to provide that such Incremental Loans and Incremental Commitments are fungible for U.S. federal income tax purposes2.16. The Borrowers Borrower will use the proceeds, if any, proceeds of the Incremental Term Loans and Incremental Revolving Credit Commitments for any purpose not prohibited by this Agreement. No Lender shall be obligated to provide any Incremental Term Loans or Incremental Revolving Credit Commitments, unless it so agrees. To the extent reasonably requested by the Administrative Agent, . (ii) The Lenders hereby irrevocably authorize the Administrative Agent shall have received (i) customary legal opinions (conformed to enter into amendments to this Agreement and the other Loan Documents with the Credit Parties as appropriate), good standing certificates, board resolutions may be necessary in order to establish new tranches or sub-tranches in respect of Loans or Commitments made or established pursuant to this Section 2.16 and officers’ certificates consistent with those delivered on such technical amendments as may be necessary or appropriate in the Closing Date (conformed as appropriate) other than changes to such legal opinions resulting from a change in Law, change in fact or change to counsel’s form reasonable opinion of opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or the Borrower in connection with the establishment of such new tranches or sub-tranches, in each case on terms consistent with this Section 2.16, including any amendments that are not adverse to the Collateral Documents as may be reasonably requested by the Administrative Agent in order interests of any Lender that are made to ensure that such effectuate changes necessary to enable any Incremental Term Loans and Incremental Revolving Credit Commitments are provided to be fungible for United States federal income tax purposes with the benefit another Class of Term Loans, which shall include any amendments that do not reduce the applicable Loan Documentsratable amortization received by each Lender thereunder.

Incremental Amendment. Commitments in respect of Incremental Term Loans and Incremental Revolving Credit Commitments shall become additional Commitments (or in the case of an Incremental Revolving Credit Commitment to be provided by an existing Revolving Credit Lender, an increase in such Lender’s applicable Revolving Credit Commitment), under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the BorrowersBorrowerBorrowers, each Incremental Lender providing such Commitments and the Administrative Agent. The Incremental Amendment may, without the consent of any other Loan Party, Agent or Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the BorrowersBorrowerBorrowers, to effect the provisions of this Section 2.14, including, without limitation, any amendments necessary in connection with a Term Loan Increase necessary to provide that such Incremental Loans and Incremental Commitments are fungible for U.S. federal income tax purposes. The Borrowers BorrowerBorrowers will use the proceeds, if any, proceeds of the Incremental Term Loans and Revolving Commitment Increases as determined by the BorrowerBorrowers and the Lenders providing such Incremental Term Loans and Revolving Credit Commitments for any purpose not prohibited by this AgreementCommitment Increases. No Lender shall be obligated to provide any Incremental Term Loans or Incremental Revolving Credit Commitments, unless it so agrees. To the extent reasonably requested by the Administrative Agent, the Administrative Agent shall have received (i) customary legal opinions (conformed as appropriate)opinions, good standing board resolutions, officers’ certificates, board resolutions and officers’ solvency certificates consistent with those delivered on the Closing Date (conformed as appropriate) other than changes to such legal opinions resulting from a change in Law, change in fact or change to counsel’s form of opinion reasonably satisfactory and/or reaffirmation agreements. Notwithstanding anything herein to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such contrary, any Incremental Term Loans that are not secured on pari passu basis on the Collateral as the Obligations shall be documented in a separate agreement and Incremental Revolving Credit Commitments are provided with the benefit of the applicable Loan Documentsnot under this Agreement.

Incremental Amendment. Commitments in respect of Incremental Term Loans and Incremental Revolving Credit Commitments shall become additional Commitments Commitments, under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the BorrowersBorrower, any other Loan Party party thereto, each Incremental Lender providing such Commitments and the Administrative Agent. The Incremental Amendment may, without the consent of any other Loan Party, Agent or Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the BorrowersBorrower, to effect the provisions of this Section 2.142.14 (and in the case of an Incremental Amendment relating to Incremental Loans, includingcustomary voluntary and mandatory prepayment provisions, without limitationassignment provisions (including Borrower buy back and affiliated lender provisions and for the avoidance of doubt including changes to the voting requirements and determination of Required Lenders customarily associated with such affiliated lender provisions), extension provisions, refinancing facility provisions and any amendments necessary other provisions customarily included in connection with a Term Loan Increase necessary to provide that term loan credit agreements of the Sponsor and related definitions in favor of (and relating to) the lenders under such Incremental Loans may be added to the Loan Documents pursuant to such Incremental Amendment in the discretion of the Borrower (so long as such provisions are consistent with credit facilities of other portfolio companies of Sponsor executed prior to the Amendment and Incremental Commitments Restatement Effective Date), so long as such provisions are fungible for U.S. federal income tax purposesreasonably satisfactory to the Administrative Agent). The Borrowers Borrower will use the proceeds, if any, proceeds of the Incremental Term Loans and Incremental Revolving Credit Commitments for any purpose not prohibited by this Agreement. No Lender shall be obligated to provide any Incremental Term Loans or Incremental Revolving Credit Commitments, Commitments unless it so agrees. To the extent reasonably requested by the Administrative Agent, the Administrative Agent shall have received (i) customary legal opinions (conformed as appropriate), good standing certificates, board resolutions and officers’ certificates consistent with those delivered on the Closing Date (conformed as appropriate) other than changes to such legal opinions resulting from a change in Law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Incremental Term Loans and Incremental Revolving Credit Commitments are provided with the benefit of the applicable Loan Documents.

Incremental Amendment. Commitments in respect of Incremental Term Loans and Incremental Revolving Credit Commitments shall become additional Commitments under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the BorrowersBorrower, each Incremental Lender providing such Incremental Commitments and the Administrative Agent. The Notwithstanding anything to the contrary in Section 10.01, (x) each Incremental Amendment may, without the consent of any other Loan Party, the Administrative Agent or Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the BorrowersBorrower, to effect the provisions of this Section 2.14, includingincluding to effect technical and corresponding amendments to this Agreement and the other Loan Documents and (y) at the option of the Borrower in consultation with the Required Lenders, without limitation, incorporate terms that would be favorable to existing Lenders of the applicable Class or Classes for the benefit of such existing Lenders of the applicable Class or Classes (including to the extent necessary or advisable to allow any amendments necessary in connection with Class of Incremental Commitments to be a Term Loan Increase necessary Increase), in each case under this clause (y), so long as the Administrative Agent (acting at the direction of the Required Lenders) reasonably agree that such modification is favorable to provide the applicable Lenders and does not adversely affect the rights or duties of any Agent in its capacity as such. In connection with any Incremental Amendment, the Borrower shall, if reasonably requested by the lenders providing such Incremental Loans, deliver customary reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by such lenders in order to ensure that such Incremental Loans and Incremental Commitments are fungible for U.S. federal income tax purposesprovided with the benefit of the applicable Loan Documents. The Borrowers will Borrower may use the proceeds, proceeds (if any, ) of the Incremental Term Loans and Incremental Revolving Credit Commitments for any purpose not prohibited by this Agreement. No Lender shall be obligated to provide any Incremental Term Loans Commitments or Incremental Revolving Credit Commitments, Loans unless it so agrees. To the extent reasonably requested by the Administrative Agent, the Administrative Agent shall have received (i) customary legal opinions (conformed as appropriate), good standing certificates, board resolutions and officers’ certificates consistent with those delivered on the Closing Date (conformed as appropriate) other than changes to such legal opinions resulting from a change in Law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Incremental Term Loans and Incremental Revolving Credit Commitments are provided with the benefit of the applicable Loan Documents.

Incremental Amendment. Commitments in respect of Incremental Term Loans and Incremental Revolving Credit Commitments shall become additional Commitments (or in the case of an Incremental Revolving Credit Commitment to be provided by an existing Revolving Credit Lender, an increase in such Lender’s applicable Revolving Credit Commitment), under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the BorrowersBorrower, each Incremental Lender providing such Commitments and the Administrative Agent. The Incremental Amendment may, without the consent of any other Loan Party, Agent or Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the BorrowersBorrower, to effect the provisions of this Section 2.14, including, without limitation, any amendments necessary in connection with a Term Loan Increase necessary to provide that such Incremental Loans and Incremental Commitments are fungible for U.S. federal income tax purposes. The Borrowers Borrower will use the proceeds, if any, proceeds of the Incremental Term Loans and Incremental Revolving Credit Commitments for any purpose not prohibited as determined by this Agreementthe Borrower and the Lenders providing such Incremental Term Loans and Incremental Revolving Credit Commitments. No Lender shall be obligated to provide any Incremental Term Loans or Incremental Revolving Credit Commitments, unless it so agrees. To the extent reasonably requested by the Administrative Agent, the Administrative Agent shall have received (i) customary legal opinions (conformed as appropriate), good standing certificatesopinions, board resolutions and resolutions, officers’ certificates consistent with those delivered on the Closing Date (conformed as appropriate) other than changes to such legal opinions resulting from a change in Law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (ii) and/or reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such agreements. The Incremental Term Loans made pursuant to any Term Loan Increase shall be added to (and Incremental Revolving Credit Commitments are provided with form part of) each Borrowing of outstanding Term Loans under the benefit respective Class so incurred on a pro rata basis (based on the principal amount of the applicable Loan Documentseach Borrowing) so that each Lender under such Class will participate proportionately in each then outstanding Borrowing of Term Loans under such Class.

Incremental Amendment. Commitments in respect of Incremental Term Loans and Incremental Revolving Commitment Increases and Additional Revolving Commitments hereunder shall become Commitments (or in the case of a Revolving Commitment Increase to be provided by an existing Revolving Credit Commitments shall become additional Commitments Lender, an increase in such Lender’s applicable Revolving Credit Commitment), under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the BorrowersLead Borrower, each Incremental Lender providing such Commitments and the Administrative Agent. The Incremental Amendment may, without the consent of any other Loan Party, Agent or Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent Lead Borrower and the BorrowersAdministrative Agent, to effect the provisions of this Section 2.14, including, without limitation, any amendments necessary in connection with a Term Loan Increase necessary to provide that such Incremental Loans and Incremental Commitments are fungible for U.S. federal income tax purposes. The Borrowers will use the proceeds, if any, proceeds of the Incremental Term Loans, Additional Revolving Loans and Revolving Commitment Increases as determined by the Lead Borrower and the Lenders providing such Incremental Term Loans and Revolving Credit Commitments for any purpose not prohibited by Commitment Increases, subject to such use otherwise being permitted under the terms of this Agreement. No Lender shall be obligated to provide any Incremental Term Loans or Incremental Revolving Credit CommitmentsCommitment Increases, unless it so agrees. To the extent reasonably requested by the Administrative Agent, the Administrative Agent shall have received (ig) customary legal opinions (conformed as appropriate), good standing certificates, board resolutions and officers’ certificates consistent with those delivered on the Reallocation of Revolving Credit Exposure. Upon any Incremental Facility Closing Date on which Revolving Commitment Increases or Additional Revolving Commitments are effected through an increase in the Revolving Credit Commitment are added hereunder pursuant to this Section 2.14, (conformed as appropriatea) other than changes to such legal opinions resulting from a change in Law, change in fact or change to counsel’s form of opinion reasonably satisfactory if the increase relates to the Administrative Agent Revolving Credit Facility, each of the Revolving Credit Lenders shall assign to each of the Incremental Revolving Credit Lenders, and (ii) reaffirmation agreements and/or each of the Incremental Revolving Credit Lenders shall purchase from each of the Revolving Credit Lenders, at the principal amount thereof, such amendments to interests in the Collateral Documents Incremental Revolving Loans outstanding on such Incremental Facility Closing Date as may shall be reasonably requested by the Administrative Agent necessary in order that, after giving effect to ensure that all such Incremental Term assignments and purchases, such Revolving Credit Loans will be held by existing Revolving Credit Lenders and Incremental Revolving Credit Lenders ratably in accordance with their Revolving Credit Commitments are provided after giving effect to the addition of such Revolving Commitment Increases to the Revolving Credit Commitments, (b) each Revolving Commitment Increase shall be deemed for all purposes a Revolving Credit Commitment and each Loan made thereunder shall be deemed, for all purposes, a Revolving Credit Loan, and (c) each Incremental Revolving Credit Lender shall become a Lender with respect to the benefit of Revolving Commitment Increases and all matters relating thereto. The Administrative Agent and the applicable Loan DocumentsLenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence.

Incremental Amendment. (i) Commitments in respect of Incremental Term Loans and Incremental Revolving Credit Commitments Increases shall become additional Commitments under for all purposes of this Agreement and (ii) Incremental Term Loans and loans under any Incremental Revolving Increases shall become Loans for all purposes of this Agreement, in each case, pursuant to an amendment or an amendment and restatement (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the BorrowersBorrower, each Incremental other Loan Party, each Lender providing such Loans and/or Commitments and the Administrative Agent. The Incremental Amendment may, without the consent of any other Loan Party, the Administrative Agent or any other Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the BorrowersBorrower, to effect the provisions of this Section 2.142.23, including, without limitationin the case of Additional Revolving Commitments, to permit the Lenders providing such Commitments to participate in the payment, borrowing, participation and commitment reduction provisions herein with any amendments necessary in connection with a Term Loan Increase necessary to provide that such Incremental then outstanding Revolving Loans and Incremental Commitments are fungible for U.S. federal income tax purposesRevolving Commitments. The Borrowers will use the proceeds, if any, of the Incremental Term Loans and Incremental Revolving Credit Commitments for any purpose not prohibited by this Agreement. No Lender shall be obligated to provide any Incremental Term Loans or Incremental Revolving Credit Commitments, unless it so agrees. To the extent reasonably requested by the Administrative Agent, Lenders hereby irrevocably authorize the Administrative Agent shall have received (i) customary legal opinions (conformed to enter into any Incremental Amendment and any amendment to any of the other Loan Documents with the Loan Parties as appropriate), good standing certificates, board resolutions may be necessary in order to establish new tranches or sub-tranches in respect of Loans or Commitments increased or extended pursuant to this Section 2.23 and officers’ certificates consistent with those delivered on such technical amendments as may be necessary or appropriate in the Closing Date (conformed as appropriate) other than changes to such legal opinions resulting from a change in Law, change in fact or change to counsel’s form reasonable opinion of opinion reasonably satisfactory to the Administrative Agent and the Borrower in connection with the establishment of such new tranches or sub-tranches (ii) reaffirmation agreements and/or such amendments which may include amending and restating the Loan Documents), in each case on terms consistent with this Section 2.23, including any changes to Section 2.1(b), modifications to interest rate margins or call protection provisions made for the Collateral Documents as may be reasonably requested by benefit of the Administrative Agent in order Term Lenders or other modifications necessary or appropriate to ensure that such Incremental Term Loans and are fungible with Term Loans if such Incremental Revolving Credit Commitments Term Loans are provided with the benefit intended to be of the applicable Loan Documentssame class as the Term Loans.

Incremental Amendment. Commitments in respect of Incremental Term Loans and Incremental Revolving Credit Commitments shall become additional Commitments (or in the case of an Incremental Revolving Commitment to be provided by an existing Revolving Lender, an increase in such Lender’s applicable Revolving Commitment), under this Agreement pursuant to an amendment (which in the case of a Revolving Commitment Increase may take the form of a Revolving Increase Supplement) (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the BorrowersBorrower, each Incremental Lender providing such Incremental Commitments and the Administrative Agent. The Incremental Amendment may, without the consent of any other Loan Party, Agent or Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the BorrowersBorrower, to effect the provisions of this Section 2.14, including, without limitation, any amendments necessary in 2.13. In connection with any Incremental Amendment, the Borrower shall, if reasonably requested by the Administrative Agent, deliver (i) customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Amendment Effective Date other than changes to such legal opinions resulting from a Term Loan Increase necessary change in law, change in fact or change to provide counsels’ forms of opinions reasonably satisfactory to the Administrative Agent, and (ii) reaffirmation agreements and/or such amendments to the Security Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Incremental Loans and Incremental Commitments are fungible for U.S. federal income tax purposesprovided with the benefit of the applicable Loan Documents. The Borrowers Borrower will use the proceeds, proceeds (if any, ) of the Incremental Term Loans and Incremental Revolving Credit Commitments for any purpose not prohibited by this Agreement. No Lender shall be obligated to provide any Incremental Term Loans Commitments or Incremental Revolving Credit Commitments, Loans unless it so agrees. To the extent reasonably requested by the Administrative Agent, the Administrative Agent shall have received (i) customary legal opinions (conformed as appropriate), good standing certificates, board resolutions and officers’ certificates consistent with those delivered on the Closing Date (conformed as appropriate) other than changes to such legal opinions resulting from a change in Law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Incremental Term Loans and Incremental Revolving Credit Commitments are provided with the benefit of the applicable Loan Documents.

Incremental Amendment. Commitments in respect of All Incremental Term Loans and Incremental Revolving Credit Commitments shall become additional Commitments (or in the case of a Term Loan Increase or a Revolving Increase to be provided by an existing Lender with an existing Term Loan Commitment or an existing Revolving Commitment, respectively, as applicable, an increase in such Lender’s applicable existing Commitment) under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrowerseach Borrower, each Incremental Lender providing such Incremental Commitments and the Administrative Agent. The Incremental Amendment may, without the consent of any other Loan Party, Agent or Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the BorrowersBorrower, to effect the provisions of this Section 2.142.5. Each such Incremental Amendment shall specify the terms of the Incremental Facility (including the conditions to effectiveness of such Incremental Amendment and any other documentation entered into in connection therewith and to the making of any loans or other extensions of credit thereunder (including as to (x) when such conditions must be satisfied (as between execution of such Incremental Amendment and incurrence of loans or other extensions of credit thereunder) and (y) the scope of any representations and warranties to be made)), includingwhich shall be as agreed among the Borrower and the applicable Incremental Lenders; provided that: (i) no Default or Event of Default shall exist at the time of or result immediately before or immediately after giving effect to any such Incremental Facility; provided that, without limitationsolely to the extent the proceeds of an Incremental Term Loan Facility are used to finance a Limited Condition Acquisition, compliance with the foregoing shall, at the Borrower’s election, be tested as of the date of execution and effectiveness of the Acquisition Agreement for such Limited Condition Acquisition in lieu of the date of consummation of such Limited Condition Acquisition; provided further that, notwithstanding the foregoing proviso, no Specified Event of Default shall exist at the time or result after giving effect to such Limited Condition Acquisition on the closing date of such Limited Condition Acquisition. (ii) the scheduled maturity date of any Loan under an Incremental Term Loan Commitment shall be no earlier than the Maturity Date of any existing Term Loan outstanding as of such date; (iii) to the extent that the applicable effective yield (including interest rate margins, any amendments necessary interest rate floors, original issue discount and upfront fees (based on the shorter of a four- year average life to maturity and actual average life to maturity), but excluding arrangement, structuring, underwriting, consent, commitment and similar fees that are not payable by any Borrower generally to all lenders) for any Incremental Commitment exceeds by more than 0.75% the applicable effective yield for the Existing Facilities for the applicable Class (the amount of such excess above 0.75% being referred to herein as the “Yield Differential”), the applicable effective yield with respect to the applicable Existing Facilities, as the case may be, shall automatically be increased by the Yield Differential, effective as of the incurrence of such Incremental Commitment (it being agreed that any increase to the effective yield of an Existing Facility required as a result of this clause (iii) and attributable to a difference between any rate floor applicable to an Incremental Commitment and any rate floor applicable to the applicable Existing Facility shall be effected solely through an increase in connection with a the corresponding rate floor applicable to the Existing Facility); (iv) the weighted average life of any Incremental Term Loan Facility shall be equal to or greater than the weighted average life of each existing Term Loan Facility outstanding as of such date, determined as of the initial funding date of such Incremental Loan; ​ (v) any Revolving Increase or Term Loan Increase necessary shall be on the same terms (including covenants, maturity date and interest rate) as the equivalent Existing Facility; (vi) other than pricing, upfront, arrangement, structuring, underwriting, ticking, consent, amendment and other fees, any Incremental Revolving Facility shall be on the same terms (including covenants and maturity date) as the equivalent Existing Facility; (vii) immediately after giving effect to provide any Incremental Facility, the Loan Parties shall be in pro forma compliance with the financial covenant under Article VIII for the Test Period; provided that (x) in no event shall the proceeds of any Incremental Facility be netted in calculating such financial covenant (except to the extent actually utilized to repay Indebtedness), and (y) solely to the extent the proceeds of an Incremental Loans and Incremental Commitments Term Loan Commitment are fungible for U.S. federal income tax purposes. The Borrowers will use used or to be used to finance a Limited Condition Acquisition, at the proceedsBorrower’s election, if any, such financial covenant shall be tested as of the Incremental Term Loans date of execution and Incremental Revolving Credit Commitments effectiveness of the Acquisition Agreement for any purpose not prohibited by this Agreement. No Lender shall be obligated to provide such Limited Condition Acquisition in lieu of the date of consummation of such Limited Condition Acquisition; (viii) any Incremental Term Loans Loan Facility shall share mandatory and voluntary prepayments ratably with the equivalent Existing Facilities; (ix) the representations and warranties of the Loan Parties set forth in Article V of this Agreement shall then be true and correct, except such representations and warranties that are not qualified in this Agreement by reference to materiality or Incremental Revolving Credit Commitmentsa Material Adverse Change shall then be true and correct in all material respects as of such date (except for any such representation and warranty that by its terms is made only as of an earlier date, unless it so agrees. To which representation and warranty shall remain true and correct in all material respects as of such earlier date); provided that, solely to the extent reasonably requested by the Administrative Agentproceeds of an Incremental Term Loan Facility are used to finance a Limited Condition Acquisition, at the Borrower’s election, compliance with the foregoing shall be tested as of the date of execution and effectiveness of the Acquisition Agreement for such Limited Condition Acquisition in lieu of the date of consummation of such Limited Condition Acquisition; provided further that, notwithstanding the foregoing proviso, the Administrative Agent Specified Representations shall have received be true and correct as of the closing date of such Limited Condition Acquisition, except such representations and warranties that are not qualified in this Agreement by reference to materiality or a Material Adverse Change (or similar term as defined in the applicable Acquisition Agreement) shall then be true and correct in all material respects as of such date (except for any such representation and warranty that by its terms is made only as of an earlier date, which representation and warranty shall remain true and correct in all material respects as of such earlier date); and (x) except as otherwise required in the foregoing clauses (i) customary legal opinions through (conformed as appropriateix), good standing certificatesany representation, board resolutions and officers’ certificates consistent with those delivered on covenant or event of default applicable to an Incremental Facility that is more restrictive than the Closing Date equivalent representation, covenant or Event of Default set forth in this Agreement or any other Loan Document (conformed as appropriate) other than changes any such terms applicable to such legal opinions resulting from a change in Law, change in fact or change an Incremental Facility that apply only to counsel’s form of opinion reasonably satisfactory periods after the latest Maturity Date) shall be deemed to be applicable to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Incremental Term Loans and Incremental Revolving Credit Commitments are provided with the benefit of the applicable Loan DocumentsExisting Facilities.

Incremental Amendment. Commitments in respect of All Incremental Term Loans and Incremental Revolving Credit Commitments shall become additional Commitments (or in the case of a Term Loan Increase or a Revolving Increase to be provided by an existing Lender with an existing Term Loan Commitment or an existing Revolving Commitment, respectively, as applicable, an increase in such Lender’s applicable existing Commitment) under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrowerseach Borrower, each Incremental Lender providing such Incremental Commitments and the Administrative Agent. The Incremental Amendment may, without the consent of any other Loan Party, Agent or Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the BorrowersBorrower, to effect the provisions of this Section 2.142.5. Each such Incremental Amendment shall specify the terms of the Incremental Facility (including the conditions to effectiveness of such Incremental Amendment and any other documentation entered into in connection therewith and to the making of any loans or other extensions of credit thereunder (including as to (x) when such conditions must be satisfied (as between execution of such Incremental Amendment and incurrence of loans or other extensions of credit thereunder) and (y) the scope of any representations and warranties to be made)), includingwhich shall be as agreed among the Borrower and the applicable Incremental Lenders; provided that: (i) no Default or Event of Default shall exist at the time of or result immediately before or immediately after giving effect to any such Incremental Facility; provided that, without limitationsolely to the extent the proceeds of an Incremental Term Loan Facility are used to finance a Limited Condition Acquisition, compliance with the foregoing shall, at the Borrower’s election, be tested as of the date of execution and effectiveness of the Acquisition Agreement for such Limited Condition Acquisition in lieu of the date of consummation of such Limited Condition Acquisition; provided further that, notwithstanding the foregoing proviso, no Specified Event of Default shall exist at the time or result after giving effect to such Limited Condition Acquisition on the closing date of such Limited Condition Acquisition. (ii) the scheduled maturity date of any Loan under an Incremental Term Loan Commitment shall be no earlier than the Maturity Date of any existing Term Loan outstanding as of such date; (iii) to the extent that the applicable effective yield (including interest rate margins, any amendments necessary interest rate floors, original issue discount and upfront fees (based on the shorter of a four-year average life to maturity and actual average life to maturity), but excluding arrangement, structuring, underwriting, consent, commitment and similar fees that are not payable by any Borrower generally to all lenders) for any Incremental Commitment exceeds by more than 0.75% the applicable effective yield for the Existing Facilities for the applicable Class (the amount of such excess above 0.75% being referred to herein as the “Yield Differential”), the applicable effective yield with respect to the applicable Existing Facilities, as the case may be, shall automatically be increased by the Yield Differential, effective as of the incurrence of such Incremental Commitment (it being agreed that any increase to the effective yield of an Existing Facility required as a result of this clause (iii) and attributable to a difference between any rate floor applicable to an Incremental Commitment and any rate floor applicable to the applicable Existing Facility shall be effected solely through an increase in connection with a the corresponding rate floor applicable to the Existing Facility); (iv) the weighted average life of any Incremental Term Loan Facility shall be equal to or greater than the weighted average life of each existing Term Loan Facility outstanding as of such date, determined as of the initial funding date of such Incremental Loan; (v) any Revolving Increase or Term Loan Increase necessary shall be on the same terms (including covenants, maturity date and interest rate) as the equivalent Existing Facility; (vi) other than pricing, upfront, arrangement, structuring, underwriting, ticking, consent, amendment and other fees, any Incremental Revolving Facility shall be on the same terms (including covenants and maturity date) as the equivalent Existing Facility; (vii) immediately after giving effect to provide any Incremental Facility, the Loan Parties shall be in pro forma compliance with the financial covenant under Article VIII for the Test Period; provided that (x) in no event shall the proceeds of any Incremental Facility be netted in calculating such financial covenant (except to the extent actually utilized to repay Indebtedness), and (y) solely to the extent the proceeds of an Incremental Loans and Incremental Commitments Term Loan Commitment are fungible for U.S. federal income tax purposes. The Borrowers will use used or to be used to finance a Limited Condition Acquisition, at the proceedsBorrower’s election, if any, such financial covenant shall be tested as of the Incremental Term Loans date of execution and Incremental Revolving Credit Commitments effectiveness of the Acquisition Agreement for any purpose not prohibited by this Agreement. No Lender shall be obligated to provide such Limited Condition Acquisition in lieu of the date of consummation of such Limited Condition Acquisition; (viii) any Incremental Term Loans Loan Facility shall share mandatory and voluntary prepayments ratably with the equivalent Existing Facilities; (ix) the representations and warranties of the Loan Parties set forth in Article V of this Agreement shall then be true and correct, except such representations and warranties that are not qualified in this Agreement by reference to materiality or Incremental Revolving Credit Commitmentsa Material Adverse Change shall then be true and correct in all material respects as of such date (except for any such representation and warranty that by its terms is made only as of an earlier date, unless it so agrees. To which representation and warranty shall remain true and correct in all material respects as of such earlier date); provided that, solely to the extent reasonably requested by the Administrative Agentproceeds of an Incremental Term Loan Facility are used to finance a Limited Condition Acquisition, at the Borrower’s election, compliance with the foregoing shall be tested as of the date of execution and effectiveness of the Acquisition Agreement for such Limited Condition Acquisition in lieu of the date of consummation of such Limited Condition Acquisition; provided further that, notwithstanding the foregoing proviso, the Administrative Agent Specified Representations shall have received be true and correct as of the closing date of such Limited Condition Acquisition, except such representations and warranties that are not qualified in this Agreement by reference to materiality or a Material Adverse Change (or similar term as defined in the applicable Acquisition Agreement) shall then be true and correct in all material respects as of such date (except for any such representation and warranty that by its terms is made only as of an earlier date, which representation and warranty shall remain true and correct in all material respects as of such earlier date); and (x) except as otherwise required in the foregoing clauses (i) customary legal opinions through (conformed as appropriateix), good standing certificatesany representation, board resolutions and officers’ certificates consistent with those delivered on covenant or event of default applicable to an Incremental Facility that is more restrictive than the Closing Date equivalent representation, covenant or Event of Default set forth in this Agreement or any other Loan Document (conformed as appropriate) other than changes any such terms applicable to such legal opinions resulting from a change in Law, change in fact or change an Incremental Facility that apply only to counsel’s form of opinion reasonably satisfactory periods after the latest Maturity Date) shall be deemed to be applicable to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Incremental Term Loans and Incremental Revolving Credit Commitments are provided with the benefit of the applicable Loan DocumentsExisting Facilities.