Common use of Additional Lenders Clause in Contracts

Additional Lenders. (a) For a period of 60 days after extension of a Termination Date pursuant to Section 2.16(a) that has resulted in a reduction of the aggregate Commitments of the Lenders, the Borrower may request that one or more additional banks or other Persons (each, an "Additional Lender") become party to this Agreement as Lenders and that the aggregate amount of the Commitments of the Lenders be increased to reflect the Commitments allocated to each such Additional Lender; provided, that the aggregate Commitments of the Lenders after giving effect to such increase shall not exceed the aggregate Commitments of the Lenders immediately prior to such former Termination Date. Addition of an Additional Lender shall be made only with the written consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed) and with the written consent of the Borrower (which consent may be granted or withheld in its absolute discretion). Each Additional Lender must be an Eligible Assignee and, without the consent of the Administrative Agent, the initial Commitment of each Additional Lender shall not be less than $10,000,000. (b) Addition of an Additional Lender shall be effected by the Additional Lender executing and delivering to the Administrative Agent, for its acceptance and recording in the Register, a duly completed Additional Lender Supplement in substantially the form of Exhibit G attached hereto. The Borrower shall execute and deliver to the Administrative Agent for transmittal to such Additional Lender a Note in substantially the form of Exhibit A attached hereto in the amount of the Commitment of such Additional Lender. Acceptance by the Administrative Agent of an Additional Lender is subject to the conditions that the Administrative Agent shall have received, with a counterpart for each Lender, (i) a certificate of a duly authorized officer of the Borrower, dated the effective date of such Additional Lender Supplement, as to the accuracy, both before and after giving effect to such proposed addition, of the representations and warranties set forth in Section 4.01 and as to the absence, both before and after giving effect to such proposed extension, of any Event of Default or event that with the giving of notice or the passage of time or both would constitute an Event of Default, (ii) certified copies of all corporate and governmental approvals, if any, required to be obtained by the Borrower in connection with such proposed addition, (iii) an opinion of counsel to the Borrower (who shall be satisfactory to the Administrative Agent) as to the matters set forth in Exhibit D (appropriately modified to include, in addition to the other matters set forth therein, such Additional Lender Supplement and the new Note), and such other matters as any Lender, through the Administrative Agent, may reasonably request, and (iv) such other certificates and documents as the Administrative Agent may reasonably request, all of the foregoing to be satisfactory in form and substance to the Administrative Agent. Upon execution and delivery of the Additional Lender Supplement, acceptance by the Administrative Agent and recording in the Register, from and after the effective date specified in such Additional Lender Supplement, such Additional Lender shall be a party hereto and shall, to the extent of the Commitment specified in such Additional Lender Supplement, have the rights and obligations of a Lender hereunder. (c) If, at the time an Additional Lender is to become party to this Agreement, the continuing Lenders have any outstanding Advances, such Additional Lender shall offer to purchase from each continuing Lender, effective as of the date such Additional Lender becomes party to this Agreement, a portion of each continuing Lender's outstanding Advances, in such amounts as will have the result that, immediately after giving effect to such Additional Lender becoming party to this Agreement and to such purchases, each Lender (including the Additional Lender) shall share in the outstanding Advances in the same proportion as their respective Commitments. The Additional Lender shall offer in writing to purchase the requisite portion of each continuing Lender's outstanding Advances, at a price equal to the outstanding principal amount thereof together with accrued and unpaid interest thereon to the date of purchase, and a continuing Lender shall not unreasonably decline to accept such offer. Each such purchase shall be made in accordance with Section 8.07 (with the related Assignment and Acceptance modified, mutatis mutandis, to reflect that such purchase is not a purchase of any portion of the Commitment of the continuing Lender). Such purchases shall not be subject to the provisions of clause (ii) of Section 8.07(a), and the Borrower shall be responsible for all amounts payable to the Administrative Agent pursuant to clause (iv) of Section 8.07(a). The Borrower shall pay to each continuing Lender on demand any amount that would be payable to such continuing Lender pursuant to Section 8.04(b) (which for this purpose shall be applied as if such assignment were a prepayment of the Advances assigned by such continuing Lender), and shall reimburse each continuing Lender on demand for all reasonable fees and expenses (including reasonable fees and expenses of counsel) incurred by it in connection with such assignment.

Additional Lenders. (a) For a period of 60 days after extension of a Termination Date pursuant to Section 2.16(a) that has resulted in a reduction of the aggregate Commitments of the Lenders, the Borrower may request that one or more additional banks or other Persons (each, an "Additional Lender") become party to this Agreement as Lenders and that the aggregate amount of the Commitments Each of the Lenders be increased party hereto that were not “Lenders” under the Existing Credit Agreement (each an “Additional Lender”, and collectively, the “Additional Lenders”) hereby extends to reflect the Commitments allocated to each Borrowers, upon the effectiveness of this Agreement, such Additional Lender; provided, that ’s Commitment in the aggregate Commitments of the Lenders after giving effect to amount designated for such increase shall not exceed the aggregate Commitments of the Lenders immediately prior to such former Termination Date. Addition of an Additional Lender shall be as set forth on Schedule 2.01, such Commitment being made only with on a several, and not joint and several, basis and subject to the written consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed) terms and with the written consent of the Borrower (which consent may be granted or withheld conditions set forth in its absolute discretion)this Agreement. Each Additional Lender must be an Eligible Assignee andagrees that, without upon the consent effectiveness of the Administrative Agentthis Agreement, the initial Commitment of each such Additional Lender shall not will be less than $10,000,000. (b) Addition a Lender for all purposes of an this Agreement and the other Loan Documents, and such Additional Lender shall will promptly perform in accordance with the terms thereof all obligations and requirements which are required to be effected performed by a Lender under this Agreement and the other Loan Documents. Each Additional Lender executing represents and delivering warrants that (i) it has full power and authority, and has taken all action necessary, to the Administrative Agent, for its acceptance and recording in the Register, a duly completed Additional Lender Supplement in substantially the form of Exhibit G attached hereto. The Borrower shall execute and deliver this Agreement and to consummate the Administrative Agent for transmittal transactions contemplated hereby and to such Additional become a Lender a Note in substantially the form of Exhibit A attached hereto in the amount of the Commitment of such Additional Lender. Acceptance by the Administrative Agent of an Additional Lender is subject to the conditions that the Administrative Agent shall have received, with a counterpart for each Lender, (i) a certificate of a duly authorized officer of the Borrower, dated the effective date of such Additional Lender Supplement, as to the accuracy, both before and after giving effect to such proposed addition, of the representations and warranties set forth in Section 4.01 and as to the absence, both before and after giving effect to such proposed extension, of any Event of Default or event that with the giving of notice or the passage of time or both would constitute an Event of Defaultunder this Agreement, (ii) certified copies of all corporate from and governmental approvalsafter the Restatement Effective Date, if any, required to it shall be obtained bound by the Borrower in connection with such proposed additionprovisions of this Agreement as a Lender hereunder and shall have the obligations of a Lender hereunder, (iii) an opinion it has received a copy of counsel this Agreement, and has received or has been accorded the opportunity to receive copies of the Borrower (who shall be satisfactory to the Administrative Agent) as to the matters set forth in Exhibit D (appropriately modified to include, in addition to the other matters set forth therein, such Additional Lender Supplement and the new Note), Audited Financial Statements and such other matters documents and information as any Lender, through the Administrative Agent, may reasonably requestit deems appropriate to make its own credit analysis and decision to enter into this Agreement, and (iv) such other certificates it has, independently and documents as without reliance upon the Administrative Agent may reasonably requestor any other Lender and based on such documents and information as it has deemed appropriate, all made its own credit analysis and decision to enter into this Agreement and to extend its Commitment to the Borrowers pursuant to the terms of this Agreement. Each Additional Lender agrees that it will, independently and without reliance on the foregoing Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to be satisfactory make its own credit decisions in form and substance taking or not taking action under the Loan Documents. Each Additional Lender has submitted to the Administrative Agent. Upon execution and delivery of the Agent an Administrative Questionnaire duly completed by such Additional Lender Supplement, acceptance to be used and relied upon by the Administrative Agent and recording in the Register, from and after the effective date specified in such Additional Lender Supplement, such Additional Lender shall be a party hereto and shall, to the extent for all purposes of the Commitment specified in such Additional Lender Supplement, have the rights and obligations of a Lender hereunder. (c) If, at the time an Additional Lender is to become party to this Agreement, the continuing Lenders have any outstanding Advances, such Additional Lender shall offer to purchase from each continuing Lender, effective as of the date such Additional Lender becomes party to this Agreement, a portion of each continuing Lender's outstanding Advances, in such amounts as will have the result that, immediately after giving effect to such Additional Lender becoming party to this Agreement and to such purchases, each Lender (including the Additional Lender) shall share in the outstanding Advances in the same proportion as their respective Commitments. The Additional Lender shall offer in writing to purchase the requisite portion of each continuing Lender's outstanding Advances, at a price equal to the outstanding principal amount thereof together with accrued and unpaid interest thereon to the date of purchase, and a continuing Lender shall not unreasonably decline to accept such offer. Each such purchase shall be made in accordance with Section 8.07 (with the related Assignment and Acceptance modified, mutatis mutandis, to reflect that such purchase is not a purchase of any portion of the Commitment of the continuing Lender). Such purchases shall not be subject to the provisions of clause (ii) of Section 8.07(a), and the Borrower shall be responsible for all amounts payable to the Administrative Agent pursuant to clause (iv) of Section 8.07(a). The Borrower shall pay to each continuing Lender on demand any amount that would be payable to such continuing Lender pursuant to Section 8.04(b) (which for this purpose shall be applied as if such assignment were a prepayment of the Advances assigned by such continuing Lender), and shall reimburse each continuing Lender on demand for all reasonable fees and expenses (including reasonable fees and expenses of counsel) incurred by it in connection with such assignment.

Additional Lenders. (a) For a period of 60 days after extension of a Termination Date pursuant to Section 2.16(a2.17(a) that has resulted in a reduction of the aggregate Commitments of the Lenders, the Borrower may request that one or more additional banks or other Persons (each, an "Additional Lender") become party to this Agreement as Lenders and that the aggregate amount of the Commitments of the Lenders be increased to reflect the Commitments allocated to each such Additional Lender; provided, that the aggregate Commitments of the Lenders after giving effect to so such increase shall not exceed the aggregate Commitments of the Lenders immediately prior to such former Termination Date. Addition of an Additional Lender shall be made only with the written consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed) and with the written consent of the Borrower (which consent may be granted or withheld in its absolute discretion). Each Additional Lender must be an Eligible Assignee and, without the consent of the Administrative Agent, the initial Commitment of each Additional Lender shall not be less than $10,000,0005,000,000. (b) Addition of an Additional Lender shall be effected by the Additional Lender executing and delivering to the Administrative Agent, for its acceptance and recording in the Register, a duly completed Additional Lender Supplement in substantially the form of Exhibit G attached hereto. The Borrower shall execute and deliver to the Administrative Agent for transmittal to such Additional Lender a Contract Note in substantially the form of Exhibit A A-1 attached hereto in the amount of the Commitment of such Additional Lender. Acceptance by the Administrative Agent of an Additional Lender is subject to the conditions that the Administrative Agent shall have received, with a counterpart for each Lender, (i) a certificate of a duly authorized officer of the Borrower, dated the effective date of such Additional Lender Supplement, as to the accuracy, both before and after giving effect to such proposed addition, of the representations and warranties set forth in Section 4.01 and as to the absence, both before and after giving effect to such proposed extension, of any Event of Default or event that with the giving of notice or the passage of time or both would constitute an Event of Default, (ii) certified copies of all corporate and governmental approvals, if any, required to be obtained by the Borrower in connection with such proposed addition, (iii) an opinion of counsel to the Borrower (who shall be satisfactory to the Administrative Agent) as to the matters set forth in Exhibit D (appropriately modified to include, in addition to the other matters set forth therein, such Additional Lender Supplement and the new Contract Note), and such other matters as any Lender, through the Administrative Agent, may reasonably request, and (iv) such other certificates and documents as the Administrative Agent may reasonably request, all of the foregoing to be satisfactory in form and substance to the Administrative Agent. Upon execution and delivery of the Additional Lender Supplement, acceptance by the Administrative Agent and recording in the Register, from and after the effective date specified in such Additional Lender Supplement, such Additional Lender shall be a party hereto and shall, to the extent of the Commitment specified in such Additional Lender Supplement, have the rights and obligations of a Lender hereunder. (c) If, at the time an Additional Lender is to become party to this Agreement, the continuing Lenders have any outstanding Contract Advances, such Additional Lender shall offer to purchase from each continuing Lender, effective as of the date such Additional Lender becomes party to this Agreement, a portion of each continuing Lender's outstanding Contract Advances, in such amounts as will have the result that, immediately after giving effect to such Additional Lender becoming party to this Agreement and to such purchases, each Lender (including the Additional Lender) shall share in the outstanding Contract Advances in the same proportion as their respective Commitments. The Additional Lender shall offer in writing to purchase the requisite portion of each continuing Lender's outstanding Contract Advances, at a price equal to the outstanding principal amount thereof together with accrued and unpaid interest thereon to the date of purchase, and a continuing Lender shall not unreasonably decline to accept such offer. Each such purchase shall be made in accordance with Section 8.07 (with the related Assignment and Acceptance modified, mutatis mutandis, to reflect that such purchase is not a purchase of any portion of the Commitment of the continuing Lender). Such purchases shall not be subject to the provisions of clause (ii) of Section 8.07(a), and the Borrower shall be responsible for all amounts payable to the Administrative Agent pursuant to clause (iv) of Section 8.07(a). The Borrower shall pay to each continuing Lender on demand any amount that would be payable to such continuing Lender pursuant to Section 8.04(b) (which for this purpose shall be applied as if such assignment were a prepayment of the Contract Advances assigned by such continuing Lender), and shall reimburse each continuing Lender on demand for all reasonable fees and expenses (including reasonable fees and expenses of counsel) incurred by it in connection with such assignment.

Additional Lenders. 76 12.12 GOVERNING LAW; SUBMISSION TO JURISDICTION; WAIVER OF JURY TRIAL................................. 76 Schedules --------- SCHEDULE I - Commitments; Non-Committing Lenders SCHEDULE II - Subsidiaries; Investments in Joint Ventures and Other Persons SCHEDULE III - Credit Agreements, Indentures, Leases SCHEDULE IV - Equity Rights SCHEDULE V - Existing Letters of Credit Exhibits -------- EXHIBIT A - Form of Note EXHIBIT B - Form of Subsidiary Guaranty EXHIBIT C - Form of Company Pledge Agreement EXHIBIT D - Form of Subsidiary Pledge Agreement EXHIBIT E - Form of Opinion of Special New York Counsel to the Company EXHIBIT F - Form of Opinion of Special New York Counsel to the Administrative Agent SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of September 26, 1997, among: IRON MOUNTAIN INCORPORATED, a corporation duly organized and validly existing under the laws of the State of Delaware (a) For together with its successors, the "Company"); each of the lenders that is a period of 60 days signatory hereto under the caption "LENDERS" on the signature pages hereto and each lender or financial institution that becomes a "Lender" after extension of a Termination Date the date hereof pursuant to Section 2.16(a) that has resulted in 12.06 hereof (individually, together with its successors, a reduction of the aggregate Commitments of the Lenders"Lender" and, collectively, together with their respective successors, the Borrower may request that one or more additional banks or other Persons "Lenders"); and THE CHASE MANHATTAN BANK, as agent for the Lenders (eachin such capacity, an together with its successors in such capacity, the "Additional LenderAdministrative Agent") become party to this Agreement as ). The Company, the Lenders and that the Administrative Agent are parties to a Credit Agreement dated as of September 30, 1996 (as amended to but excluding the date hereof, the "Credit Agreement"), providing, subject to the terms and conditions thereof, for extensions of credit to be made by said Lenders to the Company in an aggregate principal or face amount not exceeding $150,000,000. The Company, the Lenders and the Administrative Agent wish to increase the aggregate amount of the Commitments of under the Credit Agreement from $150,000,000 to $250,000,000, to amend the Credit Agreement in certain respects and to restate the Credit Agreement as set forth herein. Accordingly, the Company, the Lenders be increased to reflect the Commitments allocated to each such Additional Lender; provided, that the aggregate Commitments of the Lenders after giving effect to such increase shall not exceed the aggregate Commitments of the Lenders immediately prior to such former Termination Date. Addition of an Additional Lender shall be made only with the written consent of and the Administrative Agent (which consent shall not be unreasonably withheld or delayed) agree that effective on the Amendment and with Restatement Effective Date as hereinafter defined, the written consent of the Borrower (which consent may be granted or withheld Credit Agreement is amended and restated to read in its absolute discretion). Each Additional Lender must be an Eligible Assignee and, without the consent of the Administrative Agent, the initial Commitment of each Additional Lender shall not be less than $10,000,000. (b) Addition of an Additional Lender shall be effected by the Additional Lender executing and delivering to the Administrative Agent, for its acceptance and recording in the Register, a duly completed Additional Lender Supplement in substantially the form of Exhibit G attached hereto. The Borrower shall execute and deliver to the Administrative Agent for transmittal to such Additional Lender a Note in substantially the form of Exhibit A attached hereto in the amount of the Commitment of such Additional Lender. Acceptance by the Administrative Agent of an Additional Lender is subject to the conditions that the Administrative Agent shall have received, with a counterpart for each Lender, (i) a certificate of a duly authorized officer of the Borrower, dated the effective date of such Additional Lender Supplement, entirety as to the accuracy, both before and after giving effect to such proposed addition, of the representations and warranties set forth in Section 4.01 and as to the absence, both before and after giving effect to such proposed extension, of any Event of Default or event that with the giving of notice or the passage of time or both would constitute an Event of Default, (ii) certified copies of all corporate and governmental approvals, if any, required to be obtained by the Borrower in connection with such proposed addition, (iii) an opinion of counsel to the Borrower (who shall be satisfactory to the Administrative Agent) as to the matters set forth in Exhibit D (appropriately modified to include, in addition to the other matters set forth therein, such Additional Lender Supplement and the new Note), and such other matters as any Lender, through the Administrative Agent, may reasonably request, and (iv) such other certificates and documents as the Administrative Agent may reasonably request, all of the foregoing to be satisfactory in form and substance to the Administrative Agent. Upon execution and delivery of the Additional Lender Supplement, acceptance by the Administrative Agent and recording in the Register, from and after the effective date specified in such Additional Lender Supplement, such Additional Lender shall be a party hereto and shall, to the extent of the Commitment specified in such Additional Lender Supplement, have the rights and obligations of a Lender hereunder. (c) If, at the time an Additional Lender is to become party to this Agreement, the continuing Lenders have any outstanding Advances, such Additional Lender shall offer to purchase from each continuing Lender, effective as of the date such Additional Lender becomes party to this Agreement, a portion of each continuing Lender's outstanding Advances, in such amounts as will have the result that, immediately after giving effect to such Additional Lender becoming party to this Agreement and to such purchases, each Lender (including the Additional Lender) shall share in the outstanding Advances in the same proportion as their respective Commitments. The Additional Lender shall offer in writing to purchase the requisite portion of each continuing Lender's outstanding Advances, at a price equal to the outstanding principal amount thereof together with accrued and unpaid interest thereon to the date of purchase, and a continuing Lender shall not unreasonably decline to accept such offer. Each such purchase shall be made in accordance with Section 8.07 (with the related Assignment and Acceptance modified, mutatis mutandis, to reflect that such purchase is not a purchase of any portion of the Commitment of the continuing Lender). Such purchases shall not be subject to the provisions of clause (ii) of Section 8.07(a), and the Borrower shall be responsible for all amounts payable to the Administrative Agent pursuant to clause (iv) of Section 8.07(a). The Borrower shall pay to each continuing Lender on demand any amount that would be payable to such continuing Lender pursuant to Section 8.04(b) (which for this purpose shall be applied as if such assignment were a prepayment of the Advances assigned by such continuing Lender), and shall reimburse each continuing Lender on demand for all reasonable fees and expenses (including reasonable fees and expenses of counsel) incurred by it in connection with such assignment.below:

Additional Lenders. (a) For a period Any bank or financial institution may, at the Parent’s request and subject to the terms of 60 days after extension of a Termination Date pursuant to Section 2.16(a) that has resulted in a reduction this Agreement and the receipt by the Agent of the aggregate Commitments document listed in Part IV of the Lenders, the Borrower may request that one or more additional banks or other Persons Schedule 2 (each, Conditions Precedent required to be delivered by an "Additional Lender") in form and substance satisfactory to the Agent, become party to this Agreement as Lenders and that the aggregate amount of the Commitments of the Lenders be increased to reflect the Commitments allocated to each such an Additional Lender; provided, that the aggregate Commitments of the Lenders after giving effect to such increase shall not exceed the aggregate Commitments of the Lenders immediately prior to such former Termination Date. Addition of The relevant bank or financial institution will become an Additional Lender shall be made only with on the written consent date specified in the Lender Accession Agreement which has been delivered to the Agent prior to the Lender Accession Expiry Date duly completed and executed by that bank or financial institution and countersigned by the Parent on behalf of the Administrative Agent (which consent shall not be unreasonably withheld or delayed) itself and with the written consent of the Borrower (which consent may be granted or withheld in its absolute discretion). Each Additional Lender must be an Eligible Assignee and, without the consent of the Administrative Agent, the initial Commitment of each Additional Lender shall not be less than $10,000,000other Obligor. (b) Addition of Upon the relevant bank or financial institution becoming an Additional Lender Lender, the Total Commitments shall be effected by the Additional Lender executing and delivering to the Administrative Agent, for its acceptance and recording in the Register, a duly completed Additional Lender Supplement in substantially the form of Exhibit G attached hereto. The Borrower shall execute and deliver to the Administrative Agent for transmittal to such Additional Lender a Note in substantially the form of Exhibit A attached hereto in the amount of the Commitment of such Additional Lender. Acceptance by the Administrative Agent of an Additional Lender is increased (subject to the conditions that the Administrative Agent shall have received, with Total Commitments being a counterpart for each Lender, (imaximum of $550,000,000) a certificate of a duly authorized officer of the Borrower, dated the effective date of such Additional Lender Supplement, as to the accuracy, both before and after giving effect to such proposed addition, of the representations and warranties set forth in Section 4.01 and as to the absence, both before and after giving effect to such proposed extension, of any Event of Default or event that with the giving of notice or the passage of time or both would constitute an Event of Default, (ii) certified copies of all corporate and governmental approvals, if any, required to be obtained by the Borrower in connection with such proposed addition, (iii) an opinion of counsel to the Borrower (who shall be satisfactory to the Administrative Agent) as to the matters amount set forth in Exhibit D (appropriately modified to include, in addition to the other matters set forth therein, such Additional Lender Supplement and the new Note), and such other matters as any Lender, through the Administrative Agent, may reasonably request, and (iv) such other certificates and documents as the Administrative Agent may reasonably request, all of the foregoing to be satisfactory in form and substance to the Administrative Agent. Upon execution and delivery of the Additional Lender Supplement, acceptance by the Administrative Agent and recording out in the Register, from and after the effective date specified in such relevant Lender Accession Agreement as that Additional Lender Supplement, such Additional Lender shall be a party hereto and shall, to the extent of the Commitment specified in such Additional Lender Supplement, have the rights and obligations of a Lender hereunderLender’s Commitment. (c) If, at Each Additional Lender will participate only in Loans with a Utilisation Date following the time date on which it became an Additional Lender and only then if: (i) it has become an Additional Lender in time to receive notice of the relevant Loan from the Agent under paragraph (b) of Clause 5.4 (Lenders’ Participation); and (ii) immediately before such a Loan is to become party to be made, either: (A) no Loans are or will be outstanding; or (B) all outstanding Loans at that time are or will be immediately repaid or prepaid in full in accordance with the terms of this Agreement. (d) On and from the Utilisation Date on which the Additional Lender makes a Loan under paragraph (c) above, the continuing Lenders have any outstanding Advances, such Additional Lender shall offer to purchase from participate in each continuing Lender, effective as of the date such Additional Lender becomes party to this Agreement, a portion of each continuing Lender's outstanding Advances, in such amounts as will have the result that, immediately after giving effect to such Additional Lender becoming party to this Agreement and to such purchases, each Lender (including the Additional Lender) shall share in the outstanding Advances in the same proportion as their respective Commitments. The Additional Lender shall offer in writing to purchase the requisite portion of each continuing Lender's outstanding Advances, at a price equal to the outstanding principal amount thereof together with accrued and unpaid interest thereon to the date of purchase, and a continuing Lender shall not unreasonably decline to accept such offer. Each such purchase shall be made new Loan in accordance with Section 8.07 Clause 5.4 (with Lenders’ Participation). (e) The execution by the related Assignment Borrower of a Lender Accession Agreement constitutes confirmation by each Guarantor that its obligations under Clause 17 (Guarantee and Acceptance modified, mutatis mutandis, Indemnity) shall continue unaffected except that those obligations shall extend to reflect that such purchase is not a purchase of any portion the Total Commitments as increased by the addition of the relevant Additional Lender’s Commitment of the continuing Lender). Such purchases shall not be subject to the provisions of clause (ii) of Section 8.07(a), and the Borrower shall be responsible for all amounts payable to the Administrative Agent pursuant to clause (iv) of Section 8.07(a). The Borrower shall pay owed to each continuing Finance Party including the relevant Additional Lender. (f) No bank or financial institution may become an Additional Lender on demand any amount that would be payable unless its Commitment (as set out in the Lender Accession Agreement to such continuing Lender pursuant to Section 8.04(bwhich it is a party) (which for this purpose shall be applied as if such assignment were a prepayment of the Advances assigned by such continuing Lender), and shall reimburse each continuing Lender on demand for all reasonable fees and expenses (including reasonable fees and expenses of counsel) incurred by it in connection with such assignmentis at least $50,000,000.

Additional Lenders. (a) For a period of 60 days after extension of a Termination Date pursuant to Section 2.16(a) that has resulted in a reduction Effective as of the aggregate Commitments date hereof, each of the LendersBank of America, the Borrower may request that one or more additional banks or other Persons N.A., The Bank of Nova Scotia, New York Agency, Comerica Bank, KeyBank National Association, Wachovia Bank, N.A. and The Royal Bank of Scotland plc (each, an "Additional LenderADDITIONAL LENDER") become party shall each be joined as a Lender Party to this the Credit Agreement as Lenders and that the aggregate amount of the Commitments of the Lenders be increased to reflect the Commitments allocated to each such Additional Lender; provided, that the aggregate Commitments of the Lenders after giving effect to such increase shall not exceed the aggregate Commitments of the Lenders immediately prior to such former Termination Date. Addition of an Additional Lender shall be deemed to have made only with a Revolving Credit Commitment and a Term Commitment, as applicable, in the written consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed) amounts set forth opposite their respective names on Schedule I hereto, and with the written consent of the Borrower (which consent may be granted or withheld in its absolute discretion). Each Additional Lender must be an Eligible Assignee and, without the consent each of the Administrative Agent, the initial Commitment of each Additional Lender shall not be less than $10,000,000Borrower, Boca Resorts, Inc. and the Subsidiary Guarantors hereby consents to such joinder. (b) Addition of On the date hereof, each Additional Lender, without executing an Additional Assignment and Acceptance, shall be deemed to have automatically purchased and assumed, and the Initial Lender shall be deemed to have automatically sold and assigned (without recourse except as to the representations and warranties made by it herein), an interest in the Initial Lender's rights and obligations under the Credit Agreement as of the date hereof equal to the percentage interest set forth opposite such Additional Lender's name on Schedule I hereto of all outstanding rights and obligations under the Credit Agreement Facility or Facilities specified on Schedule I hereto. After giving effect to such assignments, each Revolving Credit Lender shall have its respective Pro Rata Share determined with reference to the Revolving Credit Commitment amounts of the Revolving Credit Lenders set forth on Schedule I hereto. Each such purchase hereunder shall be at par for a purchase price equal to the principal amount of the Obligations purchased and without recourse, representation or warranty, except as set forth herein. The Administrative Agent shall calculate the net amount to be paid or received by each Lender in connection with the assignments effected by hereunder on the date hereof. Each Additional Lender executing and delivering required to make a payment shall make the net amount of its required payment available to the Administrative Agent, in same day funds, at the office of the Administrative Agent not later than 12:00 Noon (New York time) on the date hereof. The Administrative Agent shall distribute on the date hereof the proceeds of such amounts to the Initial Lender. (c) The Initial Lender (i) represents and warrants that its name set forth on Schedule I hereto is its legal name, that it is the legal and beneficial owner of the interest or interests being assigned by it hereunder and that such interest or interests are free and clear of any adverse claim; (ii) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with any Loan Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, any Loan Document or any other instrument or document furnished pursuant thereto; (iii) makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Loan Party or the performance or observance by any Loan Party of any of its obligations under any Loan Document or any other instrument or document furnished pursuant thereto; (iv) attaches the Revolving Credit Note held by the Initial Lender and requests that the Administrative Agent exchange such Revolving Credit Note for its acceptance and recording in new Revolving Credit Notes payable to the Register, a duly completed order of (A) each Additional Lender Supplement in substantially an amount equal to the form Revolving Credit Commitment assumed by such Additional Lender pursuant hereto and (B) the Initial Lender in an amount equal to the Revolving Credit Commitment retained by the Initial Lender under the Credit Agreement, respectively, as specified on Schedule I hereto; and (v) attaches the Term Note held by the Initial Lender and requests that the Administrative Agent exchange such Term Note for new Term Notes payable to the order of Exhibit G attached (A) each Additional Lender in an amount equal to the Term Commitment assumed by such Additional Lender pursuant hereto and (B) the Initial Lender in an amount equal to the Term Commitment retained by the Initial Lender under the Credit Agreement, respectively, as specified on Schedule I hereto. The Borrower . (d) Each Additional Lender (i) confirms that it has received a copy of the Credit Agreement, together with copies of the financial statements referred to in Section 4.01 thereof and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to become a Lender Party; (ii) agrees that it will, independently and without reliance upon the Administrative Agent, the Initial Lender or any other Lender Party and based on such documents and information as it shall execute deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (iii) represents and deliver warrants that its name set forth on Schedule I hereto is its legal name; (iv) confirms that it is an Eligible Assignee; (v) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Loan Documents as are delegated to the Administrative Agent for transmittal to by the terms thereof, together with such Additional Lender a Note powers and discretion as are reasonably incidental thereto; (vi) agrees that it will perform in substantially the form of Exhibit A attached hereto in the amount accordance with their terms all of the Commitment of such Additional Lender. Acceptance obligations that by the Administrative Agent terms of an Additional the Credit Agreement are required to be performed by it as a Lender is subject to Party; and (vii) attaches any U.S. Internal Revenue Service forms required under Section 2.12 of the conditions that Credit Agreement. (e) As of the Administrative Agent shall have received, with a counterpart for each LenderAmendment No. 1 Effective Date, (i) a certificate of a duly authorized officer of the Borrower, dated the effective date of such Additional Lender Supplement, as to the accuracy, both before and after giving effect to such proposed addition, of the representations and warranties set forth in Section 4.01 and as to the absence, both before and after giving effect to such proposed extension, of any Event of Default or event that with the giving of notice or the passage of time or both would constitute an Event of Default, (ii) certified copies of all corporate and governmental approvals, if any, required to be obtained by the Borrower in connection with such proposed addition, (iii) an opinion of counsel to the Borrower (who shall be satisfactory to the Administrative Agent) as to the matters set forth in Exhibit D (appropriately modified to include, in addition to the other matters set forth therein, such Additional Lender Supplement and the new Note), and such other matters as any Lender, through the Administrative Agent, may reasonably request, and (iv) such other certificates and documents as the Administrative Agent may reasonably request, all of the foregoing to be satisfactory in form and substance to the Administrative Agent. Upon execution and delivery of the Additional Lender Supplement, acceptance by the Administrative Agent and recording in the Register, from and after the effective date specified in such Additional Lender Supplement, such each Additional Lender shall be a party hereto and shallto the Credit Agreement and, to the extent of the Commitment specified provided in such Additional Lender Supplementthis Amendment, have the rights and obligations of a Lender hereunderParty thereunder and (ii) the Initial Lender shall, to the extent provided in this Amendment, relinquish its rights and be released from its obligations under the Credit Agreement (other than its rights and obligations under the Loan Documents that are specified under the terms of such Loan Documents to survive the payment in full of the Obligations of the Loan Parties under the Loan Documents to the extent any claim thereunder relates to an event arising prior to the Amendment No. 1 Effective Date). (cf) IfFrom and after the Amendment No. 1 Effective Date, at the time an Additional Lender is to become party to this Agreement, the continuing Lenders have any outstanding Advances, such Additional Lender shall offer to purchase from each continuing Lender, effective as of the date such Additional Lender becomes party to this Agreement, a portion of each continuing Lender's outstanding Advances, in such amounts as will have the result that, immediately after giving effect to such Additional Lender becoming party to this Agreement and to such purchases, each Lender (including the Additional Lender) shall share in the outstanding Advances in the same proportion as their respective Commitments. The Additional Lender shall offer in writing to purchase the requisite portion of each continuing Lender's outstanding Advances, at a price equal to the outstanding principal amount thereof together with accrued and unpaid interest thereon to the date of purchase, and a continuing Lender shall not unreasonably decline to accept such offer. Each such purchase shall be made in accordance with Section 8.07 (with the related Assignment and Acceptance modified, mutatis mutandis, to reflect that such purchase is not a purchase of any portion of the Commitment of the continuing Lender). Such purchases shall not be subject to the provisions of clause (ii) of Section 8.07(a), and the Borrower shall be responsible for all amounts payable to the Administrative Agent pursuant to clause shall make all payments under the Credit Agreement and the Notes in respect of the interests assigned hereby (ivincluding, without limitation, all payments of principal, interest and commitment fees with respect thereto) of Section 8.07(a). The Borrower shall pay to each continuing Additional Lender, as appropriate. Each Additional Lender on demand any amount that would be payable and the Initial Lender shall make all appropriate adjustments in payments under the Credit Agreement and the Notes for periods prior to such continuing Lender pursuant to Section 8.04(b) (which for this purpose shall be applied as if such assignment were a prepayment of the Advances assigned by such continuing Lender), and shall reimburse each continuing Lender on demand for all reasonable fees and expenses (including reasonable fees and expenses of counsel) incurred by it in connection with such assignmentAmendment No. 1 Effective Date directly between themselves.

Additional Lenders. (a) For a period of 60 days after extension of a Termination Date pursuant to Section 2.16(a) that has resulted in a reduction of the aggregate Commitments of the Lenders, the Borrower may request that one or more additional banks or other Persons (each, an "Additional Lender") become party to this Agreement as Lenders and that the aggregate amount of the Commitments Each of the Lenders be increased party hereto that were not “Lenders” under the Existing Credit Agreement (each an “Additional Lender”, and collectively, the “Additional Lenders”) hereby extends to reflect the Commitments allocated to each Borrowers, upon the effectiveness of this Agreement, such Additional Lender; provided, that ’s Commitment in the aggregate Commitments of the Lenders after giving effect to amount designated for such increase shall not exceed the aggregate Commitments of the Lenders immediately prior to such former Termination Date. Addition of an Additional Lender shall be as set forth on Schedule 2.01, such Commitment being made only with on a several, and not joint and several, basis and subject to the written consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed) terms and with the written consent of the Borrower (which consent may be granted or withheld conditions set forth in its absolute discretion)this Agreement. Each Additional Lender must be an Eligible Assignee andagrees that, without upon the consent effectiveness of the Administrative Agentthis Agreement, the initial Commitment of each such Additional Lender shall not will be less than $10,000,000. (b) Addition a Lender for all purposes of an this Agreement and the other Loan Documents, and such Additional Lender shall will promptly perform in accordance with the terms thereof all obligations and requirements which are required to be effected performed by a Lender under this Agreement and the other Loan Documents. Each Additional Lender executing represents and delivering warrants that (i) it has full power and authority, and has taken all action necessary, to the Administrative Agent, for its acceptance and recording in the Register, a duly completed Additional Lender Supplement in substantially the form of Exhibit G attached hereto. The Borrower shall execute and deliver this Agreement and to consummate the Administrative Agent for transmittal transactions contemplated hereby and to such Additional become a Lender a Note in substantially the form of Exhibit A attached hereto in the amount of the Commitment of such Additional Lender. Acceptance by the Administrative Agent of an Additional Lender is subject to the conditions that the Administrative Agent shall have received, with a counterpart for each Lender, (i) a certificate of a duly authorized officer of the Borrower, dated the effective date of such Additional Lender Supplement, as to the accuracy, both before and after giving effect to such proposed addition, of the representations and warranties set forth in Section 4.01 and as to the absence, both before and after giving effect to such proposed extension, of any Event of Default or event that with the giving of notice or the passage of time or both would constitute an Event of Defaultunder this Agreement, (ii) certified copies of all corporate from and governmental approvalsafter the date hereof, if any, required to it shall be obtained bound by the Borrower in connection with such proposed additionprovisions of this Agreement as a Lender hereunder and shall have the obligations of a Lender hereunder, (iii) an opinion it has received a copy of counsel this Agreement, and has received or has been accorded the opportunity to receive copies of the Borrower (who shall be satisfactory to the Administrative Agent) as to the matters set forth in Exhibit D (appropriately modified to include, in addition to the other matters set forth therein, such Additional Lender Supplement and the new Note), Audited Financial Statements and such other matters documents and information as any Lender, through the Administrative Agent, may reasonably requestit deems appropriate to make its own credit analysis and decision to enter into this Agreement, and (iv) such other certificates it has, independently and documents as without reliance upon the Administrative Agent may reasonably requestor any other Lender and based on such documents and information as it has deemed appropriate, all made its own credit analysis and decision to enter into this Agreement and to extend its Commitment to the Borrowers pursuant to the terms of this Agreement. Each Additional Lender agrees that it will, independently and without reliance on the foregoing Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to be satisfactory make its own credit decisions in form and substance taking or not taking action under the Loan Documents. Each Additional Lender has submitted to the Administrative Agent. Upon execution and delivery of the Agent an Administrative Questionnaire duly completed by such Additional Lender Supplement, acceptance to be used and relied upon by the Administrative Agent and recording in the Register, from and after the effective date specified in such Additional Lender Supplement, such Additional Lender shall be a party hereto and shall, to the extent for all purposes of the Commitment specified in such Additional Lender Supplement, have the rights and obligations of a Lender hereunder. (c) If, at the time an Additional Lender is to become party to this Agreement, the continuing Lenders have any outstanding Advances, such Additional Lender shall offer to purchase from each continuing Lender, effective as of the date such Additional Lender becomes party to this Agreement, a portion of each continuing Lender's outstanding Advances, in such amounts as will have the result that, immediately after giving effect to such Additional Lender becoming party to this Agreement and to such purchases, each Lender (including the Additional Lender) shall share in the outstanding Advances in the same proportion as their respective Commitments. The Additional Lender shall offer in writing to purchase the requisite portion of each continuing Lender's outstanding Advances, at a price equal to the outstanding principal amount thereof together with accrued and unpaid interest thereon to the date of purchase, and a continuing Lender shall not unreasonably decline to accept such offer. Each such purchase shall be made in accordance with Section 8.07 (with the related Assignment and Acceptance modified, mutatis mutandis, to reflect that such purchase is not a purchase of any portion of the Commitment of the continuing Lender). Such purchases shall not be subject to the provisions of clause (ii) of Section 8.07(a), and the Borrower shall be responsible for all amounts payable to the Administrative Agent pursuant to clause (iv) of Section 8.07(a). The Borrower shall pay to each continuing Lender on demand any amount that would be payable to such continuing Lender pursuant to Section 8.04(b) (which for this purpose shall be applied as if such assignment were a prepayment of the Advances assigned by such continuing Lender), and shall reimburse each continuing Lender on demand for all reasonable fees and expenses (including reasonable fees and expenses of counsel) incurred by it in connection with such assignment.

Additional Lenders. (a) For a period of 60 days after extension of a Termination Date pursuant to Section 2.16(a) that has resulted in a reduction of the aggregate Commitments of the Lenders, the Borrower may request that one or more additional banks Any financial institution or other Persons (eachentity may, subject to the terms of this Agreement, become an "Additional Lender") . The relevant financial institution or other entity will become party to this Agreement as Lenders and that the aggregate amount of the Commitments of the Lenders be increased to reflect the Commitments allocated to each such Additional Lender; provided, that the aggregate Commitments of the Lenders after giving effect to such increase shall not exceed the aggregate Commitments of the Lenders immediately prior to such former Termination Date. Addition of an Additional Lender shall be made only with on the written consent date specified in a Lender Accession Agreement which has been delivered to the Agent duly completed and executed by that financial institution or other entity and countersigned by Vodafone on behalf of the Administrative Agent (which consent shall not be unreasonably withheld or delayed) itself and with the written consent of the Borrower (which consent may be granted or withheld in its absolute discretion). Each Additional Lender must be an Eligible Assignee and, without the consent of the Administrative Agent, the initial Commitment of each Additional Lender shall not be less than $10,000,000other Obligor. (b) Addition of Upon the relevant financial institution or other entity becoming an Additional Lender Lender, the Total Commitments shall be effected by the Additional Lender executing and delivering to the Administrative Agent, for its acceptance and recording in the Register, a duly completed Additional Lender Supplement in substantially the form of Exhibit G attached hereto. The Borrower shall execute and deliver to the Administrative Agent for transmittal to such Additional Lender a Note in substantially the form of Exhibit A attached hereto in the amount of the Commitment of such Additional Lender. Acceptance by the Administrative Agent of an Additional Lender is increased (subject to the conditions that Total Commitments being a maximum of U.S.$10,000,000,000 and the Administrative Agent shall have received, with Combined Commitments being a counterpart for each Lender, (imaximum of U.S.$20,000,000,000) a certificate of a duly authorized officer of the Borrower, dated the effective date of such Additional Lender Supplement, as to the accuracy, both before and after giving effect to such proposed addition, of the representations and warranties set forth in Section 4.01 and as to the absence, both before and after giving effect to such proposed extension, of any Event of Default or event that with the giving of notice or the passage of time or both would constitute an Event of Default, (ii) certified copies of all corporate and governmental approvals, if any, required to be obtained by the Borrower in connection with such proposed addition, (iii) an opinion of counsel to the Borrower (who shall be satisfactory to the Administrative Agent) as to the matters amount set forth in Exhibit D (appropriately modified to include, in addition to the other matters set forth therein, such Additional Lender Supplement and the new Note), and such other matters as any Lender, through the Administrative Agent, may reasonably request, and (iv) such other certificates and documents as the Administrative Agent may reasonably request, all of the foregoing to be satisfactory in form and substance to the Administrative Agent. Upon execution and delivery of the Additional Lender Supplement, acceptance by the Administrative Agent and recording out in the Register, from and after the effective date specified in such relevant Lender Accession Agreement as that Additional Lender Supplement, such Additional Lender shall be a party hereto and shall, to the extent of the Commitment specified in such Additional Lender Supplement, have the rights and obligations of a Lender hereunderLender’s Revolving Credit Commitment. (c) If, at Each Additional Lender will participate only in Advances with a Drawdown Date following the time date on which it became an Additional Lender and only then if: (i) it has become an Additional Lender in time to receive sufficient notice of the relevant Advance from the Agent pursuant to Clause 5.4 (Notification of the Lenders); and (ii) immediately before such an Advance is to become party to be made either (A) no Advances are or will be outstanding or (B) all outstanding Advances at that time are or will be immediately repaid or prepaid in full in accordance with the terms of this Agreement. (d) On and from the Drawdown Date on which the Additional Lender makes an Advance under paragraph (c) above, the continuing Lenders have any outstanding Advances, such Additional Lender shall offer to purchase from participate in each continuing Lender, effective as of the date such Additional Lender becomes party to this Agreement, a portion of each continuing Lender's outstanding Advances, in such amounts as will have the result that, immediately after giving effect to such Additional Lender becoming party to this Agreement and to such purchases, each Lender (including the Additional Lender) shall share in the outstanding Advances in the same proportion as their respective Commitments. The Additional Lender shall offer in writing to purchase the requisite portion of each continuing Lender's outstanding Advances, at a price equal to the outstanding principal amount thereof together with accrued and unpaid interest thereon to the date of purchase, and a continuing Lender shall not unreasonably decline to accept such offer. Each such purchase shall be made new Revolving Credit Advance in accordance with Section 8.07 Clause 5.3 (with Amount of each Lender’s participation in an Advance). (e) The execution by Vodafone of a Lender Accession Agreement constitutes confirmation by each Guarantor that its obligations under Clause 14 (Guarantee) shall continue unaffected except that those obligations shall extend to the related Assignment and Acceptance modified, mutatis mutandis, to reflect that such purchase is not a purchase of any portion Total Commitments as increased by the addition of the relevant Additional Lender’s Revolving Credit Commitment of the continuing Lender). Such purchases shall not be subject to the provisions of clause (ii) of Section 8.07(a), and the Borrower shall be responsible for all amounts payable to the Administrative Agent pursuant to clause (iv) of Section 8.07(a). The Borrower shall pay owed to each continuing Lender on demand any amount that would be payable Finance Party including the relevant Additional Lender. Back to such continuing Lender pursuant to Section 8.04(b) (which for this purpose shall be applied as if such assignment were a prepayment of the Advances assigned by such continuing Lender), and shall reimburse each continuing Lender on demand for all reasonable fees and expenses (including reasonable fees and expenses of counsel) incurred by it in connection with such assignment.Contents

Additional Lenders. (a) For a period of 60 days after extension of a Termination Date pursuant to Section 2.16(a) that has resulted in a reduction On and as of the aggregate Commitments of the LendersFinal Facility Effective Date, the Borrower may request that one or more additional banks or other Persons (each, an "Additional Lender") become party to this Agreement as Continuing Lenders and that the aggregate Additional Lenders shall provide additional Revolver Commitments to the Borrower, and each Continuing Lender shall sell and assign and the Additional Lenders shall purchase and assume, at the principal amount thereof, such interests in the Revolver Commitments, the Advances and the Letter of the Commitments of the Lenders Credit Usage outstanding on such date, in each case as shall be increased to reflect the Commitments allocated to each such Additional Lender; providednecessary in order that, that the aggregate Commitments of the Lenders after giving effect to all such increase increases, assignments and purchases, the Commitments will be as set forth in Annex II to this Amendment, and the Commitments, Advances and Letter of Credit Usage will be held by the Lenders ratably in accordance with their Pro Rata Shares in the Commitments as set forth in Annex II to this Amendment. Such sales, assignments and purchases shall not exceed be without recourse, representation or warranty, except that (i) each Continuing Lender represents that it is the aggregate Commitments legal and beneficial owner of the Lenders immediately prior interests assigned by it free and clear of any adverse claim and (ii) paragraphs 2, 3 and 5 of Exhibit A-1 to the Loan Agreement are hereby incorporated by reference as if set forth herein and each Continuing Lender shall be deemed to have made the representations, warranties and statements of Assignor in such former Termination Date. Addition of an paragraphs and each Additional Lender shall be deemed to have made only with the written consent representations, warranties and statements of the Administrative Agent (which consent shall not be unreasonably withheld or delayed) and with the written consent of the Borrower (which consent may be granted or withheld Assignee in its absolute discretion). Each Additional Lender must be an Eligible Assignee and, without the consent of the Administrative Agent, the initial Commitment of each Additional Lender shall not be less than $10,000,000such paragraphs. (b) Addition of an Additional Lender shall be effected by On the Additional Lender executing and delivering to the Administrative Agent, for its acceptance and recording in the Register, a duly completed Additional Lender Supplement in substantially the form of Exhibit G attached hereto. The Borrower shall execute and deliver to the Administrative Agent for transmittal to such Additional Lender a Note in substantially the form of Exhibit A attached hereto in the amount of the Commitment of such Additional Lender. Acceptance by the Administrative Agent of an Additional Lender is subject to the conditions that the Administrative Agent shall have received, with a counterpart for each LenderFinal Facility Effective Date, (i) a certificate the Additional Lenders shall pay the purchase price for the Advances purchased by it pursuant to paragraph (a) of a duly authorized officer this Section 2 by wire transfer of the Borrower, dated the effective date of such Additional Lender Supplement, as immediately available funds to the accuracyAgent, both before not later than 12:00 p.m. California time, and after giving effect to such proposed addition, of the representations and warranties set forth in Section 4.01 and as to the absence, both before and after giving effect to such proposed extension, of any Event of Default or event that with the giving of notice or the passage of time or both would constitute an Event of Default, (ii) certified copies the Agent shall promptly pay to each Continuing Lender the purchase price for Advances sold by it pursuant to paragraph (a) of all corporate this Section 2, out of the amounts received by it pursuant to clause (i) of this paragraph (b), by wire transfer of immediately available funds to an account designated by such Continuing Lender. (c) Borrower and governmental approvals, if any, required to be obtained by the Borrower in connection with such proposed addition, (iii) an opinion of counsel Guarantors hereby consent to the Borrower (who shall be satisfactory addition of the Additional Lenders, to the Administrative Agent) as increase in the Revolver Commitments and to the matters set forth sales, assignments and purchases provided for in Exhibit D paragraphs (appropriately modified to include, in addition to a) and (b) of this Section 2 and agree that the other matters set forth therein, such Additional Lender Supplement Continuing Lenders and the new Note), and such other matters as any Lender, through the Administrative Agent, may reasonably request, and (iv) such other certificates and documents as the Administrative Agent may reasonably request, Additional Lenders shall have all of the foregoing rights of a Lender under the Loan Agreement with respect to the increase in the Commitments provided by it pursuant to such paragraphs and the Additional Lenders shall have all of the rights of a Lender under the Loan Documents with respect to the interests purchased by it pursuant to such paragraphs. Commencing on the Final Facility Effective Date, the Additional Lenders will be parties to the Loan Agreement, agree to be satisfactory in form bound by the terms and substance to the Administrative Agent. Upon execution and delivery conditions of the Additional Lender Supplement, acceptance by Loan Agreement and the Administrative Agent Loan Documents and recording in the Register, from and after the effective date specified in such Additional Lender Supplement, such Additional Lender shall be a party hereto and shall, to the extent will have all of the Commitment specified in such Additional Lender Supplement, have the rights and obligations of a Lender hereunder. (c) If, at under the time an Additional Lender is to become party to this Agreement, the continuing Lenders have any outstanding Advances, such Additional Lender shall offer to purchase from each continuing Lender, effective as of the date such Additional Lender becomes party to this Agreement, a portion of each continuing Lender's outstanding Advances, in such amounts as will have the result that, immediately after giving effect to such Additional Lender becoming party to this Loan Agreement and to such purchases, each Lender (including the Additional Lender) shall share in the outstanding Advances in the same proportion as their respective Commitments. The Additional Lender shall offer in writing to purchase the requisite portion of each continuing Lender's outstanding Advances, at a price equal to the outstanding principal amount thereof together with accrued and unpaid interest thereon to the date of purchase, and a continuing Lender shall not unreasonably decline to accept such offer. Each such purchase shall be made in accordance with Section 8.07 (with the related Assignment and Acceptance modified, mutatis mutandis, to reflect that such purchase is not a purchase of any portion of the Commitment of the continuing Lender). Such purchases shall not be subject to the provisions of clause (ii) of Section 8.07(a), and the Borrower shall be responsible for all amounts payable to the Administrative Agent pursuant to clause (iv) of Section 8.07(a). The Borrower shall pay to each continuing Lender on demand any amount that would be payable to such continuing Lender pursuant to Section 8.04(b) (which for this purpose shall be applied as if such assignment were a prepayment of the Advances assigned by such continuing Lender), and shall reimburse each continuing Lender on demand for all reasonable fees and expenses (including reasonable fees and expenses of counsel) incurred by it in connection with such assignmentLoan Documents.

Additional Lenders. Any Lender may assign all or a portion of its rights and obligations under this Agreement (a) For including all or a period portion of 60 days after extension of its Revolving Credit Commitment or Delayed Draw Term Loan Commitment, and all or a Termination Date pursuant to Section 2.16(a) that has resulted in a reduction portion of the aggregate Commitments of Term Loans and the LendersRevolving Loans at the time owing to it), the Borrower and additional Lenders may request that one or more additional banks or other Persons (each, join any Facility from time to time by executing and delivering an "Additional Lender") become party appropriate Assignment and Acceptance to this Agreement as Lenders and that the aggregate amount of the Commitments each of the Lenders be increased and to reflect Borrowers, and otherwise complying with the Commitments allocated to each such Additional Lenderterms of this Agreement; provided, that the aggregate Commitments however, each Lender hereby agrees that, with respect to any such assignment (A) no such sale or assignment shall be for an amount of the Lenders after giving effect to less than $5,000,000, (B) each such increase shall not exceed the aggregate Commitments of the Lenders immediately prior to such former Termination Date. Addition of an Additional Lender sale or assignment shall be made only with on terms and conditions which are customary in the written consent industry at the time of the Administrative Agent transaction, (which consent shall not be unreasonably withheld or delayedC) and with the written consent of the Borrower (which consent may be granted or withheld in its absolute discretion). Each Additional proposed assignee Lender must be constitutes an Eligible Assignee and, without the consent of the Administrative Agent, the initial Commitment of each Additional Lender shall not be less than $10,000,000. (b) Addition of an Additional Lender shall be effected by the Additional Lender executing and delivering to the Administrative Agent, for its acceptance and recording in the Register, a duly completed Additional Lender Supplement in substantially the form of Exhibit G attached hereto. The Borrower shall execute and deliver to the Administrative Agent for transmittal to such Additional Lender a Note in substantially the form of Exhibit A attached hereto in the amount of the Commitment of such Additional Lender. Acceptance by the Administrative Agent of an Additional Lender is subject to the conditions that the Administrative Agent shall have received, with a counterpart for each LenderAssignee, (iD) a certificate of a duly authorized officer of the Borrower, dated the effective date of such Additional Lender Supplement, as to the accuracy, both before and after giving effect to such proposed addition, of the representations and warranties set forth in Section 4.01 and as to the absence, both before and after giving effect to such proposed extension, of any Event of Default or event that with the giving of notice or the passage of time or both would constitute an Event of Default, (ii) certified copies of all corporate and governmental approvals, if any, required to be obtained by the Borrower except in connection with assignments from a Lender to an Affiliate of such proposed additionLender, the assigning Lender shall pay to Agent a processing and recordation fee of $3,500 and any out-of-pocket attorneys’ fees and expenses incurred by Agent in connection with any such sale or assignment, (iiiE) an opinion of counsel Agent (to the Borrower extent its consent is required hereunder), Issuing Bank (who shall be satisfactory to the Administrative Agent) as to extent its consent is required hereunder), the matters set forth in Exhibit D (appropriately modified to include, in addition to the other matters set forth therein, such Additional assigning Lender Supplement and the new Note), assignee Lender shall each have executed and such other matters as any Lender, through the Administrative Agent, may reasonably requestdelivered an Assignment and Acceptance, and (ivF) such other certificates and documents as the Administrative Agent may reasonably request, all of the foregoing to be satisfactory in form and substance to the Administrative Agent. Upon execution and delivery of the Additional Lender Supplement, acceptance by the Administrative Agent and recording in the Register, from and after the effective date specified in such Additional Lender Supplement, such Additional Lender each partial assignment shall be made as an assignment of a party hereto and shall, to proportionate part of all the extent of the Commitment specified in such Additional Lender Supplement, have the assigning Lender’s rights and obligations under this Agreement with respect to the Revolving Credit Commitment, Delayed Draw Term Loan Commitment, Term Loans or Revolving Loan assigned. After such sale or assignment has been consummated (x) the assignee Lender thereupon shall become a “Lender” for all purposes of a Lender hereunder. (c) If, at the time an Additional Lender is to become party to this Agreement, the continuing Lenders have any outstanding Advances, such Additional Lender shall offer to purchase from each continuing Lender, effective as of the date such Additional Lender becomes party to this Agreement, a portion of each continuing Lender's outstanding Advances, in such amounts as will have the result that, immediately after giving effect to such Additional Lender becoming party to this Agreement and to such purchases, each Lender (including y) the Additional Lender) shall share in the outstanding Advances in the same proportion as their respective Commitments. The Additional assigning Lender shall offer in writing to purchase have no further liability for funding the requisite portion of each continuing Lender's outstanding Advancesits Revolving Credit Commitment, at a price equal to the outstanding principal amount thereof together with accrued and unpaid interest thereon to the date of purchaseor Delayed Draw Term Loan Commitment, and a continuing Lender shall not unreasonably decline to accept such offer. Each such purchase shall be made in accordance with Section 8.07 (with the related Assignment and Acceptance modifiedas applicable, mutatis mutandis, to reflect that such purchase is not a purchase of any portion of the Commitment of the continuing Lender). Such purchases shall not be subject to the provisions of clause (ii) of Section 8.07(a), and the Borrower shall be responsible for all amounts payable to the Administrative Agent pursuant to clause (iv) of Section 8.07(a). The Borrower shall pay to each continuing Lender on demand any amount that would be payable to such continuing Lender pursuant to Section 8.04(b) (which for this purpose shall be applied as if such assignment were a prepayment of the Advances assigned assumed by such continuing other Lender), and shall reimburse each continuing Lender on demand for all reasonable fees and expenses (including reasonable fees and expenses of counsel) incurred by it in connection with such assignment.

Additional Lenders. (a) For a period of 60 days after extension of a Termination Date pursuant to Section 2.16(a) that has resulted in a reduction Each of the aggregate Commitments of the Lenders, the Borrower may request that one or more additional banks or other Persons (each, an "Additional Lender") become party to this Agreement as Lenders and that the aggregate amount of the Commitments of the Lenders be increased to reflect the Commitments allocated to each such Additional Lender; provided, that the aggregate Commitments of the Lenders after giving effect to such increase shall not exceed the aggregate Commitments of the Lenders immediately prior to such former Termination Date. Addition of an Additional Lender shall be made only with the written consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed) and with the written consent of the Borrower (which consent may be granted or withheld in its absolute discretion). Each Additional Lender must be an Eligible Assignee and, without the consent of the Administrative Agent, the initial Commitment of each Additional Lender shall not be less than $10,000,000. (b) Addition of an Additional Lender shall be effected by the Additional Lender executing and delivering to the Administrative Agent, for its acceptance and recording in the Register, a duly completed Additional Lender Supplement in substantially the form of Exhibit G attached hereto. The Borrower shall execute and deliver to the Administrative Agent for transmittal to such Additional Lender a Note in substantially the form of Exhibit A attached hereto in the amount of the Commitment of such Additional Lender. Acceptance by the Administrative Agent of an Additional Lender is subject to the conditions that the Administrative Agent shall have received, with a counterpart for each Lender, (i) confirms that it has received a certificate of a duly authorized officer copy of the BorrowerCredit Agreement, dated the effective date of such Additional Lender Supplementother Loan Documents and any amendments and exhibits thereto, as to the accuracy, both before and after giving effect to such proposed addition, together with copies of the representations financial statements referred to therein and warranties set forth in Section 4.01 such other documents and information as it has deemed appropriate to the absence, both before make its own credit analysis and after giving effect decision to such proposed extension, of any Event of Default or event that with the giving of notice or the passage of time or both would constitute an Event of Default, enter into this Agreement; (ii) certified copies of all corporate agrees that it has and governmental approvalswill, if anyindependently and without reliance upon Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, required continue to be obtained by make its own credit decisions in entering into the Borrower Credit Agreement and this Agreement, and in connection with such proposed addition, taking or not taking action under the Credit Agreement; (iii) an opinion of counsel appoints and authorizes Administrative Agent to take such actions as agent on its behalf and to exercise such powers under the Borrower (who shall be satisfactory to the Administrative Agent) as to the matters set forth in Exhibit D (appropriately modified to include, in addition to Credit Agreement and the other matters set forth thereinLoan Documents as are delegated to the, as the case may be, by the terms thereof, together with such Additional Lender Supplement and the new Note), and such other matters powers as any Lender, through the Administrative Agent, may are reasonably request, incidental thereto; and (iv) such other certificates and documents as the Administrative Agent may reasonably request, agrees that it will perform in accordance with their terms all of the foregoing obligations which by the terms of the Credit Agreement are required to be satisfactory in form and substance to the Administrative Agentperformed by it as a Lender. Upon execution and delivery of the Refinancing Effective Date, the Additional Lender Supplement, acceptance by the Lenders shall make available to Administrative Agent and recording Tranche B Term Loans in an amount sufficient to cause the Register, from and after outstanding Tranche B Term Loans then held by all Tranche B Term Lenders to be repaid such that the effective date specified in such Additional Lender Supplement, such Additional Lender shall be a party hereto and shall, to the extent of the Commitment specified in such Additional Lender Supplement, have the rights and obligations of a Lender hereunder. (c) If, at the time an Additional Lender is to become party to this Agreement, the continuing Lenders have any outstanding Advances, such Additional Lender shall offer to purchase from Tranche B Term Loans held by each continuing Lender, effective as of the date such Additional Lender becomes party to this Agreement, a portion of each continuing Lender's outstanding Advances, in such amounts as will have the result that, immediately after giving effect to such Additional Lender becoming party to this Agreement and to such purchases, each Tranche B Term Lender (including the Additional LenderLenders) shall share in the outstanding Advances in the same proportion as their respective Commitments. The Additional Lender shall offer in writing to purchase the requisite portion of each continuing Lender's outstanding Advances, at a price equal to the outstanding principal amount thereof together with accrued and unpaid interest thereon to the date of purchase, and a continuing Lender shall not unreasonably decline to accept following such offer. Each such purchase shall be made repayment are pro rata in accordance with Section 8.07 (with the related Assignment and Acceptance modified, mutatis mutandis, to reflect that such purchase is not a purchase of any portion of the unfunded Tranche B Term Loan Commitment of the continuing Lender). Such purchases shall not be subject each such Tranche B Term Lender after giving effect to the provisions of clause (ii) of Section 8.07(a), and the Borrower shall be responsible for all amounts payable to the Administrative Agent pursuant to clause (iv) of Section 8.07(a). The Borrower shall pay to each continuing Lender on demand any amount that would be payable to such continuing Lender pursuant to Section 8.04(b) (which for this purpose shall be applied as if such assignment were a prepayment of the Advances assigned by such continuing Lender), and shall reimburse each continuing Lender on demand for all reasonable fees and expenses (including reasonable fees and expenses of counsel) incurred by it in connection with such assignmentAgreement.

Additional Lenders. REVOLVER COMMITMENTS. (a) For a period of 60 days after extension of a Termination Date pursuant to Section 2.16(a) that has resulted in a reduction On and as of the aggregate Commitments of the LendersAmendment Effective Date, the Borrower may request that one or more additional banks or other Persons (eachContinuing Lender and the Additional Lenders will have a Revolver Commitment, an "and the Continuing Lender shall sell and assign and the Additional Lender") become party to this Agreement Lenders shall purchase and assume, at the principal amount thereof, such interests in the Term Loan outstanding on such date, in each case as Lenders and that the aggregate amount of the Commitments of the Lenders shall be increased to reflect the Commitments allocated to each such Additional Lender; providednecessary in order that, that the aggregate Commitments of the Lenders after giving effect to all such increase allocations, assignments and purchases, the Commitments will be as set forth in Annex I to this Amendment, and the Commitments, Advances and Letter of Credit Usage and Term Loan will be held by the Lenders ratably in accordance with their Pro Rata Shares in the Commitments as set forth in Annex I to this Amendment. Such sales, assignments and purchases shall not exceed be without recourse, representation or warranty, except that (i) the aggregate Commitments Continuing Lender represents that it is the legal and beneficial owner of the Lenders immediately prior interests assigned by it free and clear of any adverse claim and (ii) paragraphs 3 and 4 of Exhibit A-1 to the Loan Agreement is hereby incorporated by reference as if set forth herein and the Continuing Lender shall be deemed to have made the representations, warranties and statements of Assignor in such former Termination Date. Addition of an paragraphs and each Additional Lender shall be deemed to have made only the representations, warranties and statements of Assignee in such paragraphs. Notwithstanding the terms of Section 14.1(a) of the Loan Agreement, no processing fee shall be charged by the Agent in connection with the written consent of the Administrative Agent sales, assignments and purchases described in this paragraph (which consent shall not be unreasonably withheld or delayed) and with the written consent of the Borrower (which consent may be granted or withheld in its absolute discretiona). Each Additional Lender must be an Eligible Assignee and, without the consent of the Administrative Agent, the initial Commitment of each Additional Lender shall not be less than $10,000,000. (b) Addition of an Additional Lender shall be effected by On the Additional Lender executing and delivering to the Administrative Agent, for its acceptance and recording in the Register, a duly completed Additional Lender Supplement in substantially the form of Exhibit G attached hereto. The Borrower shall execute and deliver to the Administrative Agent for transmittal to such Additional Lender a Note in substantially the form of Exhibit A attached hereto in the amount of the Commitment of such Additional Lender. Acceptance by the Administrative Agent of an Additional Lender is subject to the conditions that the Administrative Agent shall have received, with a counterpart for each LenderAmendment Effective Date, (i) a certificate of a duly authorized officer of the Borrower, dated the effective date of such each Additional Lender Supplement, as shall pay the purchase price for the Term Loan purchased by it pursuant to paragraph (a) of this Section 11 by wire transfer of immediately available funds to the accuracyAgent, both before not later than 11:00 a.m. (California time) on such date, and after giving effect to such proposed addition, of the representations and warranties set forth in Section 4.01 and as to the absence, both before and after giving effect to such proposed extension, of any Event of Default or event that with the giving of notice or the passage of time or both would constitute an Event of Default, (ii) certified copies the Agent shall promptly pay to the Continuing Lender the purchase price for the Term Loan sold by it pursuant to paragraph (a) of all corporate and governmental approvalsthis Section 11, if anyout of the amounts received by it pursuant to clause (i) of this paragraph (b), required by wire transfer of immediately available funds to be obtained an account designated by the Borrower in connection with such proposed addition, Continuing Lender. (iiic) an opinion of counsel Borrowers hereby consent to the Borrower (who shall be satisfactory addition of the Additional Lenders, to the Administrative Agent) as allocation of the Revolver Commitments and to the matters set forth sales, assignments and purchases provided for in Exhibit D paragraphs (appropriately modified to include, in addition to the other matters set forth therein, such Additional Lender Supplement and the new Note), and such other matters as any Lender, through the Administrative Agent, may reasonably request, a) and (ivb) such other certificates of this Section 11 and documents as agree that the Administrative Agent may reasonably request, Additional Lenders shall have all of the foregoing to be satisfactory in form and substance rights of a Lender under the Loan Agreement with respect to the Administrative AgentCommitments provided by it and the interests purchased by it pursuant to such paragraphs. Upon execution and delivery Commencing on the Amendment Effective Date, each of the Additional Lender Supplement, acceptance by the Administrative Agent and recording in the Register, from and after the effective date specified in such Additional Lender Supplement, such Additional Lender shall Lenders hereby agrees that it will be a party hereto and shall, to the extent Loan Agreement, will be bound by the terms and conditions of the Commitment specified in such Additional Lender Supplement, Loan Agreement and the Loan Documents and will have all of the rights and obligations of a Lender hereunder. (c) If, at under the time an Additional Lender is to become party to this Agreement, the continuing Lenders have any outstanding Advances, such Additional Lender shall offer to purchase from each continuing Lender, effective as of the date such Additional Lender becomes party to this Agreement, a portion of each continuing Lender's outstanding Advances, in such amounts as will have the result that, immediately after giving effect to such Additional Lender becoming party to this Loan Agreement and to such purchases, each Lender (including the Additional Lender) shall share in the outstanding Advances in the same proportion as their respective Commitments. The Additional Lender shall offer in writing to purchase the requisite portion of each continuing Lender's outstanding Advances, at a price equal to the outstanding principal amount thereof together with accrued and unpaid interest thereon to the date of purchase, and a continuing Lender shall not unreasonably decline to accept such offer. Each such purchase shall be made in accordance with Section 8.07 (with the related Assignment and Acceptance modified, mutatis mutandis, to reflect that such purchase is not a purchase of any portion of the Commitment of the continuing Lender). Such purchases shall not be subject to the provisions of clause (ii) of Section 8.07(a), and the Borrower shall be responsible for all amounts payable to the Administrative Agent pursuant to clause (iv) of Section 8.07(a). The Borrower shall pay to each continuing Lender on demand any amount that would be payable to such continuing Lender pursuant to Section 8.04(b) (which for this purpose shall be applied as if such assignment were a prepayment of the Advances assigned by such continuing Lender), and shall reimburse each continuing Lender on demand for all reasonable fees and expenses (including reasonable fees and expenses of counsel) incurred by it in connection with such assignmentLoan Documents.

Additional Lenders. (a) For a period of 60 days after extension of a Termination Date pursuant Any Lender may at any time sell to Section 2.16(a) that has resulted in a reduction of the aggregate Commitments of the Lenders, the Borrower may request that one or more additional banks first-class financial institutions, with the consent of Agent and with the consent of Borrower, such consent not to be unreasonably withheld (a “Purchasing Lender”), all or any part of its rights and obligations under this Agreement and the Notes pursuant to a Commitment Transfer Supplement, executed by such Purchasing Lender, such transferor Lender, Agent and, in the case of a Purchasing Lender that is not then a Lender or an affiliate thereof, by Borrower; provided that, except in connection with foreclosure or other Persons (eachexercise of remedies under the Security Documents, such Person is not, at the time of such sale, an "Additional Ineligible Assignee. Upon (x) such execution of such Commitment Transfer Supplement, and (y) delivery of an executed copy thereof to Borrower and payment of the amount of its participation to the Transferor Lender") become , such Purchasing Lender shall for all purposes be a Lender party to this Agreement as Lenders and that the aggregate amount of the Commitments of the Lenders be increased to reflect the Commitments allocated to each such Additional Lender; provided, that the aggregate Commitments of the Lenders after giving effect to such increase shall not exceed the aggregate Commitments of the Lenders immediately prior to such former Termination Date. Addition of an Additional Lender shall be made only with the written consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed) and with the written consent of the Borrower (which consent may be granted or withheld in its absolute discretion). Each Additional Lender must be an Eligible Assignee and, without the consent of the Administrative Agent, the initial Commitment of each Additional Lender shall not be less than $10,000,000. (b) Addition of an Additional Lender shall be effected by the Additional Lender executing and delivering to the Administrative Agent, for its acceptance and recording in the Register, a duly completed Additional Lender Supplement in substantially the form of Exhibit G attached hereto. The Borrower shall execute and deliver to the Administrative Agent for transmittal to such Additional Lender a Note in substantially the form of Exhibit A attached hereto in the amount of the Commitment of such Additional Lender. Acceptance by the Administrative Agent of an Additional Lender is subject to the conditions that the Administrative Agent shall have received, with a counterpart for each Lender, (i) a certificate of a duly authorized officer of the Borrower, dated the effective date of such Additional Lender Supplement, as to the accuracy, both before and after giving effect to such proposed addition, of the representations and warranties set forth in Section 4.01 and as to the absence, both before and after giving effect to such proposed extension, of any Event of Default or event that with the giving of notice or the passage of time or both would constitute an Event of Default, (ii) certified copies of all corporate and governmental approvals, if any, required to be obtained by the Borrower in connection with such proposed addition, (iii) an opinion of counsel to the Borrower (who shall be satisfactory to the Administrative Agent) as to the matters set forth in Exhibit D (appropriately modified to include, in addition to the other matters set forth therein, such Additional Lender Supplement and the new Note), and such other matters as any Lender, through the Administrative Agent, may reasonably request, and (iv) such other certificates and documents as the Administrative Agent may reasonably request, all of the foregoing to be satisfactory in form and substance to the Administrative Agent. Upon execution and delivery of the Additional Lender Supplement, acceptance by the Administrative Agent and recording in the Register, from and after the effective date specified in such Additional Lender Supplement, such Additional Lender shall be a party hereto and shall, to the extent of the Commitment specified in such Additional Lender Supplement, have the rights and obligations of a Lender hereunder. (c) If, at the time an Additional Lender is to become party to under this Agreement, to the continuing Lenders have same extent as if it were an original party hereto. This Agreement (including the Lender Schedule) shall be deemed amended to the extent, and only to the extent, necessary to reflect the addition of such Purchasing Lender and the purchase by such Purchasing Lender of all or a portion of the rights and obligations of such transferor Lender under this Agreement and the Notes. Upon the consummation of any outstanding Advancestransfer pursuant to this Section 9.2(a), such Additional Lender shall offer to purchase from each continuing the transferor Lender, effective Agent and Borrower shall make appropriate arrangements so that, if required, replacement Notes are issued to such transferor Lender and new Notes or, as of appropriate, replacement Notes, are issued to such Purchasing Lender. Notwithstanding anything to the date such Additional contrary herein, nothing in this Section shall prevent or prohibit any Lender becomes party to from transferring, pledging or assigning its rights under this Agreement, its Loans and Notes to a portion of each continuing Lender's outstanding Advances, in such amounts as will have the result that, immediately after giving effect to such Additional Lender becoming party to this Agreement and to such purchases, each Lender (including the Additional Lender) shall share in the outstanding Advances in the same proportion as their respective Commitments. The Additional Lender shall offer in writing to purchase the requisite portion of each continuing Lender's outstanding Advances, at a price equal to the outstanding principal amount thereof together with accrued and unpaid interest thereon to the date of purchase, and a continuing Lender shall not unreasonably decline to accept such offer. Each such purchase shall be made in accordance with Section 8.07 (with the related Assignment and Acceptance modified, mutatis mutandis, to reflect that such purchase is not a purchase of any portion of the Commitment of the continuing Lender). Such purchases shall not be subject to the provisions of clause (ii) of Section 8.07(a), and the Borrower shall be responsible for all amounts payable to the Administrative Agent pursuant to clause (iv) of Section 8.07(a). The Borrower shall pay to each continuing Lender on demand any amount that would be payable to such continuing Lender pursuant to Section 8.04(b) (which for this purpose shall be applied as if such assignment were a prepayment of the Advances assigned by such continuing Lender), and shall reimburse each continuing Lender on demand for all reasonable fees and expenses (including reasonable fees and expenses of counsel) incurred by it in connection with such assignmentFederal Reserve Bank.

Additional Lenders. (a) For a period of 60 days after extension of a Termination Date pursuant to Section 2.16(a) that has resulted in a reduction of the aggregate Commitments of the Lenders, the Borrower may request that one or more additional banks Any financial institution or other Persons (eachentity may, subject to the terms of this Agreement, become an "Additional Lender") . The relevant financial institution or other entity will become party to this Agreement as Lenders and that the aggregate amount of the Commitments of the Lenders be increased to reflect the Commitments allocated to each such Additional Lender; provided, that the aggregate Commitments of the Lenders after giving effect to such increase shall not exceed the aggregate Commitments of the Lenders immediately prior to such former Termination Date. Addition of an Additional Lender shall be made only with on the written consent date specified in a Lender Accession Agreement which has been delivered to the Agent duly completed and executed by that financial institution or other entity and countersigned by Vodafone on behalf of the Administrative Agent (which consent shall not be unreasonably withheld or delayed) itself and with the written consent of the Borrower (which consent may be granted or withheld in its absolute discretion). Each Additional Lender must be an Eligible Assignee and, without the consent of the Administrative Agent, the initial Commitment of each Additional Lender shall not be less than $10,000,000other Obligor. (b) Addition of Upon the relevant financial institution or other entity becoming an Additional Lender Lender, the Total Commitments shall be effected increased (subject to the Total Commitments being a maximum of U.S.$10,000,000,000 and the Combined Commitments being a maximum of U.S.$20,000,000,000) by the Additional Lender executing and delivering to the Administrative Agent, for its acceptance and recording amount set out in the Register, a duly completed relevant Lender Accession Agreement as that Additional Lender Supplement in substantially the form of Exhibit G attached heretoLender’s Revolving Credit Commitment. The Borrower shall execute and deliver to the Administrative Agent for transmittal to If such Additional Lender a Note in substantially the form of Exhibit A attached hereto so provides in the amount of relevant Lender Accession Agreement, the Commitment of such Additional Lender. Acceptance by the Administrative Agent of an Additional Lender is Swingline Total Commitments shall be increased (subject to the conditions that Swingline Total Commitments being a maximum of U.S.$5,000,000,000 and the Administrative Agent shall have received, with Combined Swingline Commitments being a counterpart for each Lender, (imaximum of U.S.$10,000,000,000) a certificate of a duly authorized officer of the Borrower, dated the effective date of such Additional Lender Supplement, as to the accuracy, both before and after giving effect to such proposed addition, of the representations and warranties set forth in Section 4.01 and as to the absence, both before and after giving effect to such proposed extension, of any Event of Default or event that with the giving of notice or the passage of time or both would constitute an Event of Default, (ii) certified copies of all corporate and governmental approvals, if any, required to be obtained by the Borrower in connection with such proposed addition, (iii) an opinion of counsel to the Borrower (who shall be satisfactory to the Administrative Agent) as to the matters amount set forth in Exhibit D (appropriately modified to include, in addition to the other matters set forth therein, such Additional Lender Supplement and the new Note), and such other matters as any Lender, through the Administrative Agent, may reasonably request, and (iv) such other certificates and documents as the Administrative Agent may reasonably request, all of the foregoing to be satisfactory in form and substance to the Administrative Agent. Upon execution and delivery of the Additional Lender Supplement, acceptance by the Administrative Agent and recording out in the Register, from and after the effective date specified in such relevant Lender Accession Agreement as that Additional Lender Supplement, such Additional Lender shall be a party hereto and shall, to the extent of the Commitment specified in such Additional Lender Supplement, have the rights and obligations of a Lender hereunderLender’s Swingline Commitment. (c) If, at Each Additional Lender will participate only in Advances with a Drawdown Date following the time date on which it became an Additional Lender and only then if: (i) it has become an Additional Lender in time to receive sufficient notice of the relevant Advance from the Agent pursuant to Clause 5.5 (Notification of the Lenders); and (ii) immediately before such an Advance is to become party to be made either (A) no Advances are or will be outstanding or (B) all outstanding Advances at that time are or will be immediately repaid or prepaid in full in accordance with the terms of this Agreement. (d) On and from the Drawdown Date on which the Additional Lender makes an Advance under paragraph (c) above, the continuing Lenders have any outstanding Advances, such Additional Lender shall offer to purchase from participate in each continuing Lendernew Revolving Credit Advance or, effective as of the date such Additional Lender becomes party to this Agreementcase may be, a portion of each continuing Lender's outstanding Advances, in such amounts as will have the result that, immediately after giving effect to such Additional Lender becoming party to this Agreement and to such purchases, each Lender (including the Additional Lender) shall share in the outstanding Advances in the same proportion as their respective Commitments. The Additional Lender shall offer in writing to purchase the requisite portion of each continuing Lender's outstanding Advances, at a price equal to the outstanding principal amount thereof together with accrued and unpaid interest thereon to the date of purchase, and a continuing Lender shall not unreasonably decline to accept such offer. Each such purchase shall be made Swingline Advance in accordance with Section 8.07 Clause 5.4 (with Amount of each Lender’s participation in an Advance). (e) The execution by Vodafone of a Lender Accession Agreement constitutes confirmation by each Guarantor that its obligations under Clause 14 (Guarantee) shall continue unaffected except that those obligations shall extend to the related Assignment and Acceptance modified, mutatis mutandis, to reflect that such purchase is not a purchase of any portion Total Commitments as increased by the addition of the relevant Additional Lender’s Revolving Credit Commitment of the continuing (including such Additional Lender). Such purchases shall not be subject to the provisions of clause (ii’s Swingline Commitment but without double counting) of Section 8.07(a), and the Borrower shall be responsible for all amounts payable to the Administrative Agent pursuant to clause (iv) of Section 8.07(a). The Borrower shall pay owed to each continuing Lender on demand any amount that would be payable to such continuing Lender pursuant to Section 8.04(b) (which for this purpose shall be applied as if such assignment were a prepayment of Finance Party including the Advances assigned by such continuing relevant Additional Lender), and shall reimburse each continuing Lender on demand for all reasonable fees and expenses (including reasonable fees and expenses of counsel) incurred by it in connection with such assignment.

Additional Lenders. (a) For a period of 60 days after extension of a Termination Date pursuant to Section 2.16(a) that has resulted in a reduction of the aggregate Commitments of the Lenders, the Borrower may request that one or more additional banks Any financial institution or other Persons (eachentity may, subject to the terms of this Agreement, become an "Additional Lender") . The relevant financial institution or other entity will become party to this Agreement as Lenders and that the aggregate amount of the Commitments of the Lenders be increased to reflect the Commitments allocated to each such Additional Lender; provided, that the aggregate Commitments of the Lenders after giving effect to such increase shall not exceed the aggregate Commitments of the Lenders immediately prior to such former Termination Date. Addition of an Additional Lender shall be made only with on the written consent date specified in a Lender Accession Agreement which has been delivered to the Agent duly completed and executed by that financial institution or other entity and countersigned by Vodafone on behalf of the Administrative Agent (which consent shall not be unreasonably withheld or delayed) itself and with the written consent of the Borrower (which consent may be granted or withheld in its absolute discretion). Each Additional Lender must be an Eligible Assignee and, without the consent of the Administrative Agent, the initial Commitment of each Additional Lender shall not be less than $10,000,000other Obligor. (b) Addition of Upon the relevant financial institution or other entity becoming an Additional Lender Lender, the Total Commitments shall be effected increased (subject to the Total Commitments being a maximum of U.S.$10,000,000,000 and the Combined Commitments being a maximum of U.S.$20,000,000,000) by the Additional Lender executing and delivering to the Administrative Agent, for its acceptance and recording amount set out in the Register, a duly completed relevant Lender Accession Agreement as that Additional Lender Supplement in substantially the form of Exhibit G attached heretoLender’s Revolving Credit Commitment. The Borrower shall execute and deliver to the Administrative Agent for transmittal to If such Additional Lender a Note in substantially the form of Exhibit A attached hereto so provides in the amount of relevant Lender Accession Agreement, the Commitment of such Additional Lender. Acceptance by the Administrative Agent of an Additional Lender is Swingline Total Commitments shall be increased (subject to the conditions that the Administrative Agent shall have received, with Combined Swingline Commitments being a counterpart for each Lender, (imaximum of U.S.$10,000,000,000) a certificate of a duly authorized officer of the Borrower, dated the effective date of such Additional Lender Supplement, as to the accuracy, both before and after giving effect to such proposed addition, of the representations and warranties set forth in Section 4.01 and as to the absence, both before and after giving effect to such proposed extension, of any Event of Default or event that with the giving of notice or the passage of time or both would constitute an Event of Default, (ii) certified copies of all corporate and governmental approvals, if any, required to be obtained by the Borrower in connection with such proposed addition, (iii) an opinion of counsel to the Borrower (who shall be satisfactory to the Administrative Agent) as to the matters amount set forth in Exhibit D (appropriately modified to include, in addition to the other matters set forth therein, such Additional Lender Supplement and the new Note), and such other matters as any Lender, through the Administrative Agent, may reasonably request, and (iv) such other certificates and documents as the Administrative Agent may reasonably request, all of the foregoing to be satisfactory in form and substance to the Administrative Agent. Upon execution and delivery of the Additional Lender Supplement, acceptance by the Administrative Agent and recording out in the Register, from and after the effective date specified in such relevant Lender Accession Agreement as that Additional Lender Supplement, such Additional Lender shall be a party hereto and shall, to the extent of the Commitment specified in such Additional Lender Supplement, have the rights and obligations of a Lender hereunderLender’s Swingline Commitment. (c) If, at Each Additional Lender will participate only in Advances with a Drawdown Date following the time date on which it became an Additional Lender and only then if: (i) it has become an Additional Lender in time to receive sufficient notice of the relevant Advance from the Agent pursuant to Clause 5.5 (Notification of the Lenders); and (ii) immediately before such an Advance is to become party to be made either (A) no Advances are or will be outstanding or (B) all outstanding Advances at that time are or will be immediately repaid or prepaid in full in accordance with the terms of this Agreement. (d) On and from the Drawdown Date on which the Additional Lender makes an Advance under paragraph (c) above, the continuing Lenders have any outstanding Advances, such Additional Lender shall offer to purchase from participate in each continuing Lendernew Revolving Credit Advance or, effective as of the date such Additional Lender becomes party to this Agreementcase may be, a portion of each continuing Lender's outstanding Advances, in such amounts as will have the result that, immediately after giving effect to such Additional Lender becoming party to this Agreement and to such purchases, each Lender (including the Additional Lender) shall share in the outstanding Advances in the same proportion as their respective Commitments. The Additional Lender shall offer in writing to purchase the requisite portion of each continuing Lender's outstanding Advances, at a price equal to the outstanding principal amount thereof together with accrued and unpaid interest thereon to the date of purchase, and a continuing Lender shall not unreasonably decline to accept such offer. Each such purchase shall be made Swingline Advance in accordance with Section 8.07 Clause 5.4 (with Amount of each Lender’s participation in an Advance). (e) The execution by Vodafone of a Lender Accession Agreement constitutes confirmation by each Guarantor that its obligations under Clause 14 (Guarantee) shall continue unaffected except that those obligations shall extend to the related Assignment and Acceptance modified, mutatis mutandis, to reflect that such purchase is not a purchase of any portion Total Commitments as increased by the addition of the relevant Additional Lender’s Revolving Credit Commitment of the continuing (including such Additional Lender). Such purchases shall not be subject to the provisions of clause (ii’s Swingline Commitment but without double counting) of Section 8.07(a), and the Borrower shall be responsible for all amounts payable to the Administrative Agent pursuant to clause (iv) of Section 8.07(a). The Borrower shall pay owed to each continuing Lender on demand any amount that would be payable to such continuing Lender pursuant to Section 8.04(b) (which for this purpose shall be applied as if such assignment were a prepayment of Finance Party including the Advances assigned by such continuing relevant Additional Lender), and shall reimburse each continuing Lender on demand for all reasonable fees and expenses (including reasonable fees and expenses of counsel) incurred by it in connection with such assignment.

Additional Lenders. (a) For a period of 60 days after extension of a Termination Date pursuant to Section 2.16(a) that has resulted in a reduction of the aggregate Commitments of the Lenders, the Borrower may request that one or more additional banks Any financial institution or other Persons (eachentity may, subject to the terms of this Agreement, become an "Additional Lender") .The relevant financial institution or other entity will become party to this Agreement as Lenders and that the aggregate amount of the Commitments of the Lenders be increased to reflect the Commitments allocated to each such Additional Lender; provided, that the aggregate Commitments of the Lenders after giving effect to such increase shall not exceed the aggregate Commitments of the Lenders immediately prior to such former Termination Date. Addition of an Additional Lender shall be made only with on the written consent date specified in a Lender Accession Agreement which has been delivered to the Agent duly completed and executed by that financial institution or other entity and countersigned by Vodafone on behalf of the Administrative Agent (which consent shall not be unreasonably withheld or delayed) itself and with the written consent of the Borrower (which consent may be granted or withheld in its absolute discretion). Each Additional Lender must be an Eligible Assignee and, without the consent of the Administrative Agent, the initial Commitment of each Additional Lender shall not be less than $10,000,000other Obligor. (b) Addition of Upon the relevant financial institution or other entity becoming an Additional Lender Lender, the Total Commitments shall be effected increased (subject to the Total Commitments being a maximum of U.S.$10,000,000,000 and the Combined Commitments being a maximum of U.S.$20,000,000,000) by the Additional Lender executing and delivering to the Administrative Agent, for its acceptance and recording amount set out in the Register, a duly completed relevant Lender Accession Agreement as Back to Index that Additional Lender Supplement in substantially the form of Exhibit G attached heretoLender’s Revolving Credit Commitment. The Borrower shall execute and deliver to the Administrative Agent for transmittal to If such Additional Lender a Note in substantially the form of Exhibit A attached hereto so provides in the amount of relevant Lender Accession Agreement, the Commitment of such Additional Lender. Acceptance by the Administrative Agent of an Additional Lender is Swingline Total Commitments shall be increased (subject to the conditions that Swingline Total Commitments being a maximum of U.S.$5,000,000,000 and the Administrative Agent shall have received, with Combined Swingline Commitments being a counterpart for each Lender, (imaximum of U.S.$10,000,000,000) a certificate of a duly authorized officer of the Borrower, dated the effective date of such Additional Lender Supplement, as to the accuracy, both before and after giving effect to such proposed addition, of the representations and warranties set forth in Section 4.01 and as to the absence, both before and after giving effect to such proposed extension, of any Event of Default or event that with the giving of notice or the passage of time or both would constitute an Event of Default, (ii) certified copies of all corporate and governmental approvals, if any, required to be obtained by the Borrower in connection with such proposed addition, (iii) an opinion of counsel to the Borrower (who shall be satisfactory to the Administrative Agent) as to the matters amount set forth in Exhibit D (appropriately modified to include, in addition to the other matters set forth therein, such Additional Lender Supplement and the new Note), and such other matters as any Lender, through the Administrative Agent, may reasonably request, and (iv) such other certificates and documents as the Administrative Agent may reasonably request, all of the foregoing to be satisfactory in form and substance to the Administrative Agent. Upon execution and delivery of the Additional Lender Supplement, acceptance by the Administrative Agent and recording out in the Register, from and after the effective date specified in such relevant Lender Accession Agreement as that Additional Lender Supplement, such Additional Lender shall be a party hereto and shall, to the extent of the Commitment specified in such Additional Lender Supplement, have the rights and obligations of a Lender hereunderLender’s Swingline Commitment. (c) If, at Each Additional Lender will participate only in Advances with a Drawdown Date following the time date on which it became an Additional Lender and only then if: (i) it has become an Additional Lender in time to receive sufficient notice of the relevant Advance from the Agent pursuant to Clause 5.5 (Notification of the Lenders); and (ii) immediately before such an Advance is to become party to be made either (A) no Advances are or will be outstanding or (B) all outstanding Advances at that time are or will be immediately repaid or prepaid in full in accordance with the terms of this Agreement. (d) On and from the Drawdown Date on which the Additional Lender makes an Advance under paragraph (c) above, the continuing Lenders have any outstanding Advances, such Additional Lender shall offer to purchase from participate in each continuing Lendernew Revolving Credit Advance or, effective as of the date such Additional Lender becomes party to this Agreementcase may be, a portion of each continuing Lender's outstanding Advances, in such amounts as will have the result that, immediately after giving effect to such Additional Lender becoming party to this Agreement and to such purchases, each Lender (including the Additional Lender) shall share in the outstanding Advances in the same proportion as their respective Commitments. The Additional Lender shall offer in writing to purchase the requisite portion of each continuing Lender's outstanding Advances, at a price equal to the outstanding principal amount thereof together with accrued and unpaid interest thereon to the date of purchase, and a continuing Lender shall not unreasonably decline to accept such offer. Each such purchase shall be made Swingline Advance in accordance with Section 8.07 Clause 5.4 (with Amount of each Lender’s participation in an Advance). (e) The execution by Vodafone of a Lender Accession Agreement constitutes confirmation by each Guarantor that its obligations under Clause 14 (Guarantee) shall continue unaffected except that those obligations shall extend to the related Assignment and Acceptance modified, mutatis mutandis, to reflect that such purchase is not a purchase of any portion Total Commitments as increased by the addition of the relevant Additional Lender’s Revolving Credit Commitment of the continuing (including such Additional Lender). Such purchases shall not be subject to the provisions of clause (ii’s Swingline Commitment but without double counting) of Section 8.07(a), and the Borrower shall be responsible for all amounts payable to the Administrative Agent pursuant to clause (iv) of Section 8.07(a). The Borrower shall pay owed to each continuing Lender on demand any amount that would be payable to such continuing Lender pursuant to Section 8.04(b) (which for this purpose shall be applied as if such assignment were a prepayment of Finance Party including the Advances assigned by such continuing relevant Additional Lender), and shall reimburse each continuing Lender on demand for all reasonable fees and expenses (including reasonable fees and expenses of counsel) incurred by it in connection with such assignment.

Additional Lenders. (a) For a period 84 12.12 GOVERNING LAW; SUBMISSION TO JURISDICTION; WAIVER OF JURY TRIAL........................................ 84 Schedules SCHEDULE I - Commitments SCHEDULE II - Subsidiaries; Investments in Joint Ventures and Other Persons SCHEDULE III - Credit Agreements, Indentures, Leases SCHEDULE IV - Equity Rights SCHEDULE V - Existing Letters of 60 days after extension Credit Exhibits EXHIBIT A - Form of a Termination Date pursuant to Section 2.16(a) that has resulted in a reduction Note EXHIBIT B - Form of the aggregate Commitments Subsidiary Guaranty EXHIBIT C - Form of the Lenders, the Borrower may request that one or more additional banks or other Persons (each, an "Additional Lender") become party to this Company Pledge Agreement as Lenders and that the aggregate amount EXHIBIT D - Form of the Commitments Subsidiary Pledge Agreement EXHIBIT E - Form of the Lenders be increased to reflect the Commitments allocated to each such Additional Lender; provided, that the aggregate Commitments Opinion of the Lenders after giving effect to such increase shall not exceed the aggregate Commitments of the Lenders immediately prior to such former Termination Date. Addition of an Additional Lender shall be made only with the written consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed) and with the written consent of the Borrower (which consent may be granted or withheld in its absolute discretion). Each Additional Lender must be an Eligible Assignee and, without the consent of the Administrative Agent, the initial Commitment of each Additional Lender shall not be less than $10,000,000. (b) Addition of an Additional Lender shall be effected by the Additional Lender executing and delivering Special New York Counsel to the Administrative Agent, for its acceptance and recording in the Register, a duly completed Additional Lender Supplement in substantially the form Company EXHIBIT F - Form of Exhibit G attached hereto. The Borrower shall execute and deliver Opinion of Special New York Counsel to the Administrative Agent for transmittal to such Additional Lender CREDIT AGREEMENT dated as of September 30, 1996, among: IRON MOUNTAIN INCORPORATED, a Note in substantially corporation duly organized and validly existing under the form of Exhibit A attached hereto in the amount laws of the Commitment State of such Additional Lender. Acceptance by Delaware (together with its successors, the Administrative Agent of an Additional Lender is subject to the conditions that the Administrative Agent shall have received, with a counterpart for "Company"); each Lender, (i) a certificate of a duly authorized officer of the Borrowerlenders which is or which may from time to time become a signatory hereto (individually, dated together with its successors, a "Lender" and, collectively, together with their respective successors, the effective date of such Additional Lender Supplement"Lenders"); and THE CHASE MANHATTAN BANK, as to agent for the accuracyLenders (in such capacity, both before and after giving effect to together with its successors in such proposed additioncapacity, of the representations and warranties set forth in Section 4.01 and as to the absence, both before and after giving effect to such proposed extension, of any Event of Default or event that with the giving of notice or the passage of time or both would constitute an Event of Default, (ii) certified copies of all corporate and governmental approvals, if any, required to be obtained by the Borrower in connection with such proposed addition, (iii) an opinion of counsel to the Borrower (who shall be satisfactory to the "Administrative Agent) as to the matters set forth in Exhibit D (appropriately modified to include, in addition to the other matters set forth therein, such Additional Lender Supplement and the new Note), and such other matters as any Lender, through the Administrative Agent, may reasonably request, and (iv) such other certificates and documents as the Administrative Agent may reasonably request, all of the foregoing to be satisfactory in form and substance to the Administrative Agent. Upon execution and delivery of the Additional Lender Supplement, acceptance by the Administrative Agent and recording in the Register, from and after the effective date specified in such Additional Lender Supplement, such Additional Lender shall be a party hereto and shall, to the extent of the Commitment specified in such Additional Lender Supplement, have the rights and obligations of a Lender hereunder. (c) If, at the time an Additional Lender is to become party to this Agreement, the continuing Lenders have any outstanding Advances, such Additional Lender shall offer to purchase from each continuing Lender, effective as of the date such Additional Lender becomes party to this Agreement, a portion of each continuing Lender's outstanding Advances, in such amounts as will have the result that, immediately after giving effect to such Additional Lender becoming party to this Agreement and to such purchases, each Lender (including the Additional Lender) shall share in the outstanding Advances in the same proportion as their respective Commitments. The Additional Lender shall offer in writing to purchase the requisite portion of each continuing Lender's outstanding Advances, at a price equal to the outstanding principal amount thereof together with accrued and unpaid interest thereon to the date of purchase, and a continuing Lender shall not unreasonably decline to accept such offer. Each such purchase shall be made in accordance with Section 8.07 (with the related Assignment and Acceptance modified, mutatis mutandis, to reflect that such purchase is not a purchase of any portion of the Commitment of the continuing Lender). Such purchases shall not be subject to the provisions of clause (ii) of Section 8.07(a), and the Borrower shall be responsible for all amounts payable to the Administrative Agent pursuant to clause (iv) of Section 8.07(a"). The Borrower shall pay Company has requested that the Lenders extend credit to each continuing Lender on demand the Company (to be made available by the Company to the Subsidiary Guarantors, as defined below) in an aggregate principal or face amount at any amount that would be payable one time outstanding not exceeding $100,000,000 to such continuing Lender pursuant to Section 8.04(b) (which for this purpose shall be applied as if such assignment were a prepayment finance the operations of the Advances assigned Company and such Subsidiary Guarantors, to refinance certain of their existing indebtedness and to enable certain acquisitions and capital expenditures by such continuing Lender)them, and shall reimburse each continuing Lender on demand for all reasonable fees and expenses (including reasonable fees and expenses of counsel) incurred by it in connection with such assignment.other purposes permitted hereunder. Accordingly, the parties hereto agree as follows:

Additional Lenders. Any Lender may at any time sell to one or more financial institutions, with the consent of Agent and with the consent of Borrower, such consent not to be unreasonably withheld (a) For a period "Purchasing Lender"), all or any part of 60 days after extension of its rights and obligations under this Agreement and the Notes pursuant to a Termination Date Commitment Transfer Supplement, executed by such Purchasing Lender, such transferor Lender and Agent. Borrower's consent shall not be deemed to have been unreasonably withheld if there is a 115 material risk that any such assignment would result in Borrower being liable to pay increased costs or other amounts pursuant to Section 2.16(a2.5 hereof which the Borrower would not otherwise be obligated to pay. Upon (x) that has resulted in a reduction such execution of such Commitment Transfer Supplement, and (y) delivery of an executed copy thereof to Borrower and payment of the aggregate Commitments amount of the Lendersits participation to Agent, the Borrower may request that one or more additional banks or other Persons (eachsuch Purchasing Lender shall for all purposes be a Lender, an "Additional Lender") become party to this Agreement as Lenders and that the aggregate amount of the Commitments of the Lenders be increased to reflect the Commitments allocated to each such Additional Lender; provided, that the aggregate Commitments of the Lenders after giving effect to such increase shall not exceed the aggregate Commitments of the Lenders immediately prior to such former Termination Date. Addition of an Additional Lender shall be made only with the written consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed) and with the written consent of the Borrower (which consent may be granted or withheld in its absolute discretion). Each Additional Lender must be an Eligible Assignee and, without the consent of the Administrative Agent, the initial Commitment of each Additional Lender shall not be less than $10,000,000. (b) Addition of an Additional Lender shall be effected by the Additional Lender executing and delivering to the Administrative Agent, for its acceptance and recording in the Register, a duly completed Additional Lender Supplement in substantially the form of Exhibit G attached hereto. The Borrower shall execute and deliver to the Administrative Agent for transmittal to such Additional Lender a Note in substantially the form of Exhibit A attached hereto in the amount of the Commitment of such Additional Lender. Acceptance by the Administrative Agent of an Additional Lender is subject to the conditions that the Administrative Agent shall have received, with a counterpart for each Lender, (i) a certificate of a duly authorized officer of the Borrower, dated the effective date of such Additional Lender Supplement, as to the accuracy, both before and after giving effect to such proposed addition, of the representations and warranties set forth in Section 4.01 and as to the absence, both before and after giving effect to such proposed extension, of any Event of Default or event that with the giving of notice or the passage of time or both would constitute an Event of Default, (ii) certified copies of all corporate and governmental approvals, if any, required to be obtained by the Borrower in connection with such proposed addition, (iii) an opinion of counsel to the Borrower (who shall be satisfactory to the Administrative Agent) as to the matters set forth in Exhibit D (appropriately modified to include, in addition to the other matters set forth therein, such Additional Lender Supplement and the new Note), and such other matters as any Lender, through the Administrative Agent, may reasonably request, and (iv) such other certificates and documents as the Administrative Agent may reasonably request, all of the foregoing to be satisfactory in form and substance to the Administrative Agent. Upon execution and delivery of the Additional Lender Supplement, acceptance by the Administrative Agent and recording in the Register, from and after the effective date specified in such Additional Lender Supplement, such Additional Lender shall be a party hereto and shall, to the extent of the Commitment specified in such Additional Lender Supplement, have the rights and obligations of a Lender hereunder. (c) IfLender, at the time an Additional Lender is to become party to under this Agreement, to the continuing Lenders have any outstanding Advances, such Additional Lender shall offer to purchase from each continuing Lender, effective same extent as if it were an original party hereto with the percentage of the date Loans, Additional Commitment and the Facility Debt Service Line of Credit Facility Commitment as set forth in such Commitment Transfer Supplement, which shall be deemed to amend this Agreement (including, without limitation, Schedule 8.6 hereto) to the extent, and only to the extent, necessary to reflect the addition of such Purchasing Lender and the resulting adjustment of percentage shares of the Loans, Additional Commitment and Debt Service Line of Credit Facility Commitment arising from the purchase by such Purchasing Lender becomes party to this Agreement, of all or a portion of each continuing Lender's outstanding Advances, in the rights and obligations of such amounts as will have the result that, immediately after giving effect to such Additional transferor Lender becoming party to under this Agreement and the Notes. Upon the consummation of any transfer pursuant to this Section 8.6(a), the transferor Lender, Agent and Borrower shall make appropriate arrangements so that, if required, replacement Notes are issued to such purchasestransferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchasing Lender, in each Lender (including case in principal amounts reflecting their percentage shares of the Loans, the Additional Lender) shall share in Commitment and the outstanding Advances in the same proportion Debt Service Line of Credit Facility Commitment. Except as their respective Commitments. The Additional otherwise agreed to, or consented by, Agent and Borrower, no Lender shall offer assign at any one time less than a $10,000,000 interest in writing to purchase the requisite portion of each continuing Lender's outstanding Advances, at a price equal to the outstanding principal amount thereof together with accrued and unpaid interest thereon to the date of purchase, and a continuing Lender shall not unreasonably decline to accept such offer. Each such purchase shall be made in accordance with Section 8.07 (with the related Assignment and Acceptance modified, mutatis mutandis, to reflect that such purchase is not a purchase of any portion of the Commitment of the continuing Lender). Such purchases shall not be subject to the provisions of clause (ii) of Section 8.07(a), this Agreement and the Borrower shall be responsible for Notes, unless and until such Lender assigns all amounts payable to of its interest in this Agreement and the Administrative Agent pursuant to clause (iv) of Section 8.07(a). The Borrower shall pay to each continuing Lender on demand any amount that would be payable to such continuing Lender pursuant to Section 8.04(b) (which for this purpose shall be applied as if such assignment were a prepayment of the Advances assigned by such continuing Lender), and shall reimburse each continuing Lender on demand for all reasonable fees and expenses (including reasonable fees and expenses of counsel) incurred by it in connection with such assignmentNotes.

Additional Lenders. Each Additional Lender (ai) For confirms that it has received a period of 60 days after extension of a Termination Date pursuant to Section 2.16(a) that has resulted in a reduction copy of the aggregate Commitments Credit Agreement, the other Loan Documents and any amendments and exhibits thereto, together with copies of the Lendersfinancial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement; (ii) agrees that it has and will, the Borrower may request that one or more additional banks or other Persons (each, an "Additional Lender") become party to this Agreement as Lenders independently and that the aggregate amount of the Commitments of the Lenders be increased to reflect the Commitments allocated to each such Additional Lender; provided, that the aggregate Commitments of the Lenders after giving effect to such increase shall not exceed the aggregate Commitments of the Lenders immediately prior to such former Termination Date. Addition of an Additional Lender shall be made only with the written consent of without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in entering into the Credit Agreement and this Agreement, and in taking or not taking action under the Credit Agreement; (which consent shall not be unreasonably withheld or delayediii) appoints and with the written consent of the Borrower (which consent may be granted or withheld in its absolute discretion). Each Additional Lender must be an Eligible Assignee and, without the consent of authorizes the Administrative Agent, Agent to take such actions as agent on its behalf and to exercise such powers under the initial Commitment of each Additional Lender shall not be less than $10,000,000. (b) Addition of an Additional Lender shall be effected by Credit Agreement and the Additional Lender executing and delivering other Loan Documents as are delegated to the Administrative Agent, for its acceptance and recording in as the Registercase may be, a duly completed Additional Lender Supplement in substantially the form of Exhibit G attached hereto. The Borrower shall execute and deliver to the Administrative Agent for transmittal to such Additional Lender a Note in substantially the form of Exhibit A attached hereto in the amount of the Commitment of such Additional Lender. Acceptance by the Administrative Agent of an Additional Lender is subject to the conditions that the Administrative Agent shall have receivedterms thereof, with a counterpart for each Lender, (i) a certificate of a duly authorized officer of the Borrower, dated the effective date of such Additional Lender Supplement, as to the accuracy, both before and after giving effect to such proposed addition, of the representations and warranties set forth in Section 4.01 and as to the absence, both before and after giving effect to such proposed extension, of any Event of Default or event that with the giving of notice or the passage of time or both would constitute an Event of Default, (ii) certified copies of all corporate and governmental approvals, if any, required to be obtained by the Borrower in connection together with such proposed addition, (iii) an opinion of counsel to the Borrower (who shall be satisfactory to the Administrative Agent) powers as to the matters set forth in Exhibit D (appropriately modified to include, in addition to the other matters set forth therein, such Additional Lender Supplement and the new Note), and such other matters as any Lender, through the Administrative Agent, may are reasonably request, incidental thereto; and (iv) such other certificates and documents as the Administrative Agent may reasonably request, agrees that it will perform in accordance with their terms all of the foregoing obligations which by the terms of the Credit Agreement are required to be satisfactory in form performed by it as a Lender. The Administrative Agent, Bxxxxxxx and substance the Additional Lenders agree that as of the Increase Effective Date, each Additional Lender shall be a “Lender” and an “Additional Incoming Lender” for all purposes of the Credit Agreement and the other Loan Documents, including, without limitation, this Agreement. The address of each Additional Lender for purposes of all notices and other communications under the Credit Agreement and the other Loan Documents is as set forth on the Administrative Questionnaire delivered by such Additional Lender to the Administrative Agent. Upon execution and delivery of the Increase Effective Date, each Additional Lender Supplement, acceptance by shall make available to the Administrative Agent and recording Revolving Loans in an amount sufficient to cause the Register, from and after outstanding Revolving Loans then held by all Revolving Lenders (if any) to be repaid such that the effective date specified outstanding Revolving Loans held by each Revolving Lender following such repayment are pro rata in such Additional Lender Supplement, such Additional Lender shall be a party hereto and shall, to accordance with the extent of the Revolving Commitment specified in such Additional Lender Supplement, have the rights and obligations of a Lender hereunder. (c) If, at the time an Additional Lender is to become party to this Agreement, the continuing Lenders have any outstanding Advances, such Additional Lender shall offer to purchase from each continuing Lender, effective as of the date such Additional Lender becomes party to this Agreement, a portion of each continuing Lender's outstanding Advances, in such amounts as will have the result that, immediately Revolving Lender after giving effect to such Additional Lender becoming party to this Agreement and to such purchases, each Lender (including the Additional Lender) shall share in the outstanding Advances in the same proportion as their respective Commitments. The Additional Lender shall offer in writing to purchase the requisite portion of each continuing Lender's outstanding Advances, at a price equal to the outstanding principal amount thereof together with accrued and unpaid interest thereon to the date of purchase, and a continuing Lender shall not unreasonably decline to accept such offer. Each such purchase shall be made in accordance with Section 8.07 (with the related Assignment and Acceptance modified, mutatis mutandis, to reflect that such purchase is not a purchase of any portion of the Commitment of the continuing Lender). Such purchases shall not be subject to the provisions of clause (ii) of Section 8.07(a), and the Borrower shall be responsible for all amounts payable to the Administrative Agent pursuant to clause (iv) of Section 8.07(a). The Borrower shall pay to each continuing Lender on demand any amount that would be payable to such continuing Lender pursuant to Section 8.04(b) (which for this purpose shall be applied as if such assignment were a prepayment of the Advances assigned by such continuing Lender), and shall reimburse each continuing Lender on demand for all reasonable fees and expenses (including reasonable fees and expenses of counsel) incurred by it in connection with such assignmentAgreement.

Additional Lenders. (a) For a period of 60 days after extension of a Termination Date pursuant to Section 2.16(a) that has resulted in a reduction On and as of the aggregate Commitments of the LendersRevolver Facility Effective Date, the Borrower may request that one or more Additional Lenders shall provide additional banks or other Persons (eachRevolver Commitments to the Borrower, an "and each Continuing Lender shall sell and assign and the Additional Lender") become party to this Agreement Lenders shall purchase and assume, at the principal amount thereof, such interests in the Revolver Commitments, the Advances and the Letter of Credit Usage outstanding on such date, in each case as Lenders and that the aggregate amount of the Commitments of the Lenders shall be increased to reflect the Commitments allocated to each such Additional Lender; providednecessary in order that, that the aggregate Commitments of the Lenders after giving effect to all such increase increases, assignments and purchases, the Commitments will be as set forth in Annex II to this Amendment, and the Commitments, Advances and Letter of Credit Usage will be held by the Lenders ratably in accordance with their Pro Rata Shares in the Commitments as set forth in Annex II to this Amendment. Such sales, assignments and purchases shall not exceed be without recourse, representation or warranty, except that (i) each Continuing Lender represents that it is the aggregate Commitments legal and beneficial owner of the Lenders immediately prior interests assigned by it free and clear of any adverse claim and (ii) paragraphs 2, 3 and 5 of Exhibit A-1 to the Loan Agreement are hereby incorporated by reference as if set forth herein and each Continuing Lender shall be deemed to have made the representations, warranties and statements of Assignor in such former Termination Date. Addition of an paragraphs and each Additional Lender shall be deemed to have made only with the written consent representations, warranties and statements of the Administrative Agent (which consent shall not be unreasonably withheld or delayed) and with the written consent of the Borrower (which consent may be granted or withheld Assignee in its absolute discretion). Each Additional Lender must be an Eligible Assignee and, without the consent of the Administrative Agent, the initial Commitment of each Additional Lender shall not be less than $10,000,000such paragraphs. (b) Addition of an Additional Lender shall be effected by On the Additional Lender executing and delivering to the Administrative Agent, for its acceptance and recording in the Register, a duly completed Additional Lender Supplement in substantially the form of Exhibit G attached hereto. The Borrower shall execute and deliver to the Administrative Agent for transmittal to such Additional Lender a Note in substantially the form of Exhibit A attached hereto in the amount of the Commitment of such Additional Lender. Acceptance by the Administrative Agent of an Additional Lender is subject to the conditions that the Administrative Agent shall have received, with a counterpart for each LenderRevolver Facility Effective Date, (i) a certificate the Additional Lenders shall pay the purchase price for the Advances purchased by it pursuant to paragraph (a) of a duly authorized officer this Section 2 by wire transfer of the Borrower, dated the effective date of such Additional Lender Supplement, as immediately available funds to the accuracyAgent, both before not later than 12:00 p.m. California time, and after giving effect to such proposed addition, of the representations and warranties set forth in Section 4.01 and as to the absence, both before and after giving effect to such proposed extension, of any Event of Default or event that with the giving of notice or the passage of time or both would constitute an Event of Default, (ii) certified copies the Agent shall promptly pay to each Continuing Lender the purchase price for Advances sold by it pursuant to paragraph (a) of all corporate this Section 2, out of the amounts received by it pursuant to clause (i) of this paragraph (b), by wire transfer of immediately available funds to an account designated by such Continuing Lender. (c) Borrower and governmental approvals, if any, required to be obtained by the Borrower in connection with such proposed addition, (iii) an opinion of counsel Guarantors hereby consent to the Borrower (who shall be satisfactory addition of the Additional Lenders, to the Administrative Agent) as increase in the Revolver Commitments and to the matters set forth sales, assignments and purchases provided for in Exhibit D paragraphs (appropriately modified to include, in addition to the other matters set forth therein, such Additional Lender Supplement and the new Note), and such other matters as any Lender, through the Administrative Agent, may reasonably request, a) and (ivb) such other certificates of this Section 2 and documents as agree that the Administrative Agent may reasonably request, Additional Lenders shall have all of the foregoing rights of a Lender under the Loan Agreement with respect to the increase in the Commitments provided by it and the interests purchased by it pursuant to such paragraphs. Commencing on the Revolver Facility Effective Date, the Additional Lenders will be parties to the Loan Agreement, agree to be satisfactory in form bound by the terms and substance to the Administrative Agent. Upon execution and delivery conditions of the Additional Lender Supplement, acceptance by Loan Agreement and the Administrative Agent Loan Documents and recording in the Register, from and after the effective date specified in such Additional Lender Supplement, such Additional Lender shall be a party hereto and shall, to the extent will have all of the Commitment specified in such Additional Lender Supplement, have the rights and obligations of a Lender hereunder. (c) If, at under the time an Additional Lender is to become party to this Agreement, the continuing Lenders have any outstanding Advances, such Additional Lender shall offer to purchase from each continuing Lender, effective as of the date such Additional Lender becomes party to this Agreement, a portion of each continuing Lender's outstanding Advances, in such amounts as will have the result that, immediately after giving effect to such Additional Lender becoming party to this Loan Agreement and to such purchases, each Lender (including the Additional Lender) shall share in the outstanding Advances in the same proportion as their respective Commitments. The Additional Lender shall offer in writing to purchase the requisite portion of each continuing Lender's outstanding Advances, at a price equal to the outstanding principal amount thereof together with accrued and unpaid interest thereon to the date of purchase, and a continuing Lender shall not unreasonably decline to accept such offer. Each such purchase shall be made in accordance with Section 8.07 (with the related Assignment and Acceptance modified, mutatis mutandis, to reflect that such purchase is not a purchase of any portion of the Commitment of the continuing Lender). Such purchases shall not be subject to the provisions of clause (ii) of Section 8.07(a), and the Borrower shall be responsible for all amounts payable to the Administrative Agent pursuant to clause (iv) of Section 8.07(a). The Borrower shall pay to each continuing Lender on demand any amount that would be payable to such continuing Lender pursuant to Section 8.04(b) (which for this purpose shall be applied as if such assignment were a prepayment of the Advances assigned by such continuing Lender), and shall reimburse each continuing Lender on demand for all reasonable fees and expenses (including reasonable fees and expenses of counsel) incurred by it in connection with such assignmentLoan Documents.