Incremental Lenders. Incremental Facilities may be provided by any existing ​ (it being understood that no existing ​ shall have an obligation to make, or provide commitments with respect to, an Incremental Loan) or by any Additional ​. While existing Lenders may (but are not obligated to unless invited to and so elect) participate in any syndication of an Incremental Facility and may (but are not obligated to unless invited to and so elect) become lenders with respect thereto, the existing Lenders will not have any right to participate in any syndication of, and will not have any right of first refusal or other right to provide all or any portion of, any Incremental Facility or Incremental Loan except to the extent the ​ and the arrangers thereof, if any, in their discretion, chose to invite or include any such existing ​ (which may or may not apply to all existing Lenders and may or may not be pro rata among existing Lenders). Final allocations in respect of Incremental Facilities will be made by the ​ together with the arrangers thereof, if any, in their discretion, on the terms permitted by this Section 2.16; provided that the lenders providing the Incremental Facilities will be reasonably acceptable to the # ​, # the Administrative ​ and # solely with respect to any Incremental Revolving Facility, each Issuing Bank (except that, in the case of [clauses (ii) and (iii)], only to the extent such Person otherwise would have a consent right to an assignment of such loans or commitments to such ​, such consent not to be unreasonably withheld, conditioned or delayed). For the avoidance of doubt, any Affiliated ​ that provides any Incremental Loans shall be subject to the limitations on Affiliated Lenders set forth in [Section 11.07(h)] (including the Affiliated ​ Term Loan Cap, as applicable).

Incremental Lenders. Incremental Revolving Facility Increases may be provided by any existing Lender (it being understood that no existing Lender will have an obligation to provide any Incremental Revolving Facility Increase), or any Additional Lender (collectively, the “Incremental Lenders”); provided that the Administrative Agent, each Swingline Lender and each Issuing Bank shall have consented (such consent not to be unreasonably withheld, delayed or conditioned) to any Additional Lender’s provision of such Incremental Revolving Facility Increase if such consent by the Administrative Agent or such Swingline Lender would be required under Section 10.04 for an assignment of Commitments or Loans to such Additional Lender.

SECTION # Incremental Facilities. (a) The Borrower and any one or more ​ (including New ​) may from time to time agree that such ​ shall make, obtain or increase the amount of their Incremental Term Loans (an “Incremental Term Loan Facility”) or Revolving Credit Commitments (“Increased Revolving Credit Commitments”; together with any Incremental Term Loan Facility, the “Incremental Facilities”), as applicable, by executing and delivering to the Administrative Agent an Increased Facility Activation Notice specifying # the amount of such increase, # the applicable Increased Facility Closing Date, # in the case of Incremental Term Loans, # the applicable Incremental Term Maturity Date, # the amortization schedule for such Incremental Term Loans, and # the Applicable Margin for such Incremental Term Loans; provided that # subject to the Borrower’s right to make an LCT Election with respect to any Limited Condition Transaction, in which case, [Section 1.3(b)] shall apply, no Default or Event of Default exists or would exist after giving effect to such Incremental Facility and the incurrence of any Loans thereunder on the applicable Increased Facility Closing Date, (ii)(x) the maturity date of any such Incremental Term Loan Facility shall be no earlier than (but may be the same as) the Latest Term Maturity Date of any Loans or Commitments outstanding as of the time of the issuance thereof, and # the Weighted Average Life to Maturity of any such Incremental Term Loan Facility shall be no shorter than the Weighted Average Life to Maturity (determined without giving effect to voluntary prepayments that reduce amortization of term loans outstanding as of the time of the issuance thereof) of the Existing Tranche A Term Loans, # the interest rates and amortization schedule applicable to any Incremental Term Loan Facility shall be determined by the Borrower and ​ thereunder, # subject to the Borrower’s right to make an LCT Election with respect to any Limited Condition Transaction, in which case, [Section 1.3(b)] shall apply, the Borrower shall be in Pro Forma Compliance with the Financial Covenants (such calculation to be made # assuming in the case of any Incremental Revolving Credit Commitments, that the full amount thereof is to be drawn and # any proceeds of any Incremental Facility shall be disregarded in any netting calculations in determination of such Financial Covenants) and # any Increased Revolving Credit Commitments shall be on terms and pursuant to documentation applicable to the Revolving Credit Facility (including the maturity date in respect thereof) and any Incremental Term Loan Facility shall be on terms and pursuant to documentation agreed to between the Borrower and the Person providing such Incremental Term Loan Facility. Notwithstanding the foregoing, # without the consent of the Required ​, the aggregate amount of Incremental Term Loans and Increased Revolving Credit Commitments obtained after the Closing Date pursuant to this paragraph shall not exceed the Incremental Facilities Amount and # without the consent of the Administrative Agent, each increase effected pursuant to this paragraph shall be in a minimum amount of at least $15,000,000 (or such lesser amount of the Incremental Facilities Amount then unused). No Lender shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion.