Common use of Borrower Request Clause in Contracts

Borrower Request. The Borrower may at any time and from time to time after the Closing Date by written notice to the Administrative Agent elect to request the establishment of one or more new term loan facilities with term loan commitments (each, an “Incremental Term Loan Commitment”) or one or more new revolving credit facilities with revolving credit commitments (each, an “Incremental Revolving Loan Commitment” and together with any Incremental Term Loan Commitment, the “Incremental Facilities”)), in each case, either pari passu with, or junior to, the existing Term Loan Facility, in an aggregate amount not to exceed $100,000,000; provided, that the Borrower may incur unlimited additional Incremental Facilities so long as, on a Pro Forma Basis (assuming that any such Incremental Revolving Loan Commitments are drawn in full and excluding the cash proceeds of any such Incremental Term Loans or Incremental Revolving Loan Commitments) and after giving effect to any acquisitions or Dispositions or repayment of Indebtedness after the beginning of the relevant determination period but prior to or simultaneous with the borrowing under such Incremental Facility, the First Lien Secured Leverage Ratio (as of the date of the most recent financial statements delivered pursuant to Section 6.1(a) or (b)) shall not exceed the First Lien Secured Leverage Ratio as in effect on the Closing Date (as calculated, on a Pro Forma Basis for the Transactions, as of the date of the then most recent financial statements of the then last ended fiscal quarter). Each such notice shall specify (i) the date (each, an “Increase Effective Date”) on which the Borrower proposes that the Incremental Facilities shall be effective, which shall be a date not less than ten (10) Business Days after the date on which such notice is delivered to the Administrative Agent and (ii) the identity of each Person (which, if not a Lender, an Approved Fund or an Affiliate of a Lender, shall be reasonably satisfactory to the Administrative Agent) to whom the Borrower proposes any portion of such Incremental Facility be allocated and the amounts of such allocations (it being understood that the Borrower shall first seek commitments in respect of Incremental Facilities from existing Lenders, but no existing Lender will have an obligation to make a portion of any Incremental Facility).

Borrower Request. The Borrower may at any time and from time to time after the Closing Date by written notice to the Administrative Agent elect to request the establishment of (i) one or more new term loan facilities or an increase in any existing tranche of Term Loans (each, an “Incremental Term Facility”) with new term loan commitments (each, an “Incremental Term Loan Commitment”) or one or more new revolving credit facilities with revolving credit commitments (eachii) an increase to the existing Revolving Commitments (such increase, an “Incremental Revolving Loan CommitmentIncrease” and the commitments thereunder, an “Incremental Revolving Commitment”; and, together with the Incremental Term Facilities, collectively referred to as the “Incremental Facility”) in an aggregate principal amount not in excess of the sum of: (i) the lesser of (x) $50,000,000 and (y) an amount such that, after giving effect to the establishment of any Incremental Term Loan Revolving Commitment, the “Incremental Facilities”)), in each case, either pari passu with, or junior to, aggregate principal amount of the existing Term Loan Facility, in an Revolving Commitments does not exceed $100,000,000 plus (ii) the aggregate amount of all voluntary prepayments of Revolving Loans with a corresponding permanent reduction of the Revolving Commitments (to the extent not to exceed $100,000,000; provided, financed with the proceeds from the incurrence of long-term Indebtedness) plus (iii) an unlimited amount of additional Loans that could be incurred by the Borrower may incur unlimited at such time without causing the Consolidated Secured Leverage Ratio to be greater than 4.00 to 1.00, calculated after giving pro forma effect to the incurrence of such additional Incremental Facilities so long asamount and the use of proceeds thereof, on a Pro Forma Basis (assuming that any such Incremental Revolving Loan Commitments are drawn in full and excluding the cash proceeds of any such Incremental Term Loans or Incremental Revolving Loan CommitmentsCommitments and assuming the full amount of any Incremental Revolving Commitments are borrowed (whether or not funded or outstanding); provided, for purposes of this clause (iii), if Consolidated EBITDA is negative for the applicable Reference Period for purposes of calculating the Consolidated Secured Leverage Ratio, no amount shall be available under this clause (iii) for any purpose, minus the aggregate initial principal amount of any Incremental Equivalent Term Debt incurred pursuant to Section 2.15 (it being understood and agreed that unless notified by the Borrower, (I) the Borrower shall be deemed to have utilized, amounts of the type described in clause (iii) above prior to the utilization of amounts under clauses (i) or (ii) above and (II) Loans may be incurred in respect of any or all of clauses (i), (ii) and after (iii) above, and the proceeds from any such incurrence in respect of clauses (i), (ii) and (iii) above, may be utilized in a single transaction by, first, calculating the incurrence in respect of clause (iii) above (without giving effect to any acquisitions incurrence in respect of clause (i) or Dispositions or repayment (ii)), second, calculating the incurrence in respect of clause (ii) above and, third, calculating the incurrence in respect of clause (i) above); provided that the Borrower may redesignate any such Indebtedness originally designated as incurred pursuant to clause (i) above if, at the time of such redesignation, the Borrower would be permitted to incur under clause (iii) the aggregate principal amount of Indebtedness after being so redesignated (for purposes of clarity, with any such redesignation having the beginning effect of increasing the relevant determination period but prior Borrower’s ability to or simultaneous with the borrowing incur indebtedness under such Incremental Facility, the First Lien Secured Leverage Ratio clause (i) above as of the date of such redesignation by the most recent financial statements delivered pursuant amount of such Indebtedness so redesignated); and in minimum increments of $10,000,000 (or such lesser minimum increments as the Administrative Agent shall agree in its sole discretion) (the foregoing amount, the “Available Incremental Amount”). Notwithstanding anything in this Agreement to Section 6.1(a) the contrary, any Incremental Term Loans the proceeds of which are used to repay or (b)) otherwise redeem, repurchase or retire Term Loans shall not exceed the First Lien Secured Leverage Ratio as in effect on the Closing Date (as calculated, on a Pro Forma Basis for the Transactions, as utilize any portion of the date of Available Incremental Amount and shall not reduce the then most recent financial statements of the then last ended fiscal quarter)Available Incremental Amount. Each such notice shall specify (i) the date (each, an “Increase Incremental Facility Effective Date”) on which the Borrower proposes that commitments under the applicable Incremental Facilities Facility shall be effective, which shall be a date not less than ten (10) Business Days after the date on which such notice is delivered to the Administrative Agent (or such earlier date as the Administrative Agent shall agree in its sole discretion) and (ii) the identity of each Person (which, if not a Lender, an Approved Fund or an Affiliate of a Lender, shall be reasonably satisfactory to the Administrative Agent) to whom the Borrower proposes any portion of such Incremental Facility Term Loan Commitment or Incremental Revolving Commitment, as applicable, be allocated and the amounts of such allocations (it being understood that the Borrower shall first seek commitments in respect of Incremental Facilities from existing Lenders, but no existing Lender will have an obligation to make a portion of any Incremental Facility)allocations.

Borrower Request. The Borrower may may, at any time and time, or from time to time after the Closing Date on one or more occasions, by written notice to the Administrative Agent elect Agent, request: (i) the establishment of one or more additional revolving credit commitments with terms and conditions identical to request the terms and conditions of any existing Class of Revolving Commitments hereunder (“Increase Revolving Commitments”); provided, that, upfront fees may be paid to Lenders providing such Increase Revolving Commitments; (ii) the establishment of one or more new term loan facilities with term loan tranches of revolving credit commitments (eacha “New Revolving Commitment” and, an together with any Increase Revolving Commitments, the “Incremental Revolving Commitments”); (iii) the establishment of one or more additional Term Loans with terms and conditions identical to the terms and conditions of any existing Class of Term Loans hereunder (“Increase Term Loans” and the related commitments, the “Increase Term Loan CommitmentCommitments”); provided, that, upfront fees or original issue discount may be paid to Lenders providing such Increase Term Loans; and/or (iv) or the establishment of one or more new revolving credit facilities with revolving credit commitments tranches of term loans (each, an “Incremental Revolving Loan CommitmentNew Term Loans” and together with any Incremental the related commitments, “New Term Loan Commitment, the “Incremental FacilitiesCommitments”)), in each case, either pari passu with, or junior to, the existing Term Loan Facility, ; in an aggregate principal amount not to exceed (x) $100,000,0001,200,000,000 to be used solely to finance the acquisition of Real Estate and Gaming Assets (reduced on a dollar for dollar basis for any Indebtedness incurred to acquire Real Estate and Gaming Assets pursuant to Section 8.04(aa)); plus (y) an unlimited amount, provided, that the Borrower may incur unlimited additional Incremental Facilities so long as, on a Pro Forma Basis (assuming that any such Incremental Revolving Loan Commitments are drawn in full and excluding the cash proceeds of any such Incremental Term Loans or Incremental Revolving Loan Commitments) and immediately after giving effect to any acquisitions or Dispositions or repayment of Indebtedness after the beginning of the relevant determination period but prior to or simultaneous with the borrowing under such Incremental Facility, Revolving Commitments and Incremental Term Loans and the First Lien Secured Leverage Ratio use of proceeds thereof (as of the date of the most recent financial statements delivered pursuant to Section 6.1(a) including any related acquisition or (bInvestment permitted hereunder)) shall not exceed the First Lien Secured Leverage Ratio as in effect on the Closing Date (as calculated, ; on a Pro Forma Basis Basis, (1) the Senior Secured Net Debt to Adjusted Total Assets Ratio would not exceed 0.45 to 1.00 and (2) the Total Net Debt to Adjusted Total Assets Ratio would not exceed 0.75 to 1.00 (provided, however, if such Incremental Commitments are being incurred in connection with a Significant Acquisition, the Total Net Debt to Adjusted Total Assets Ratio shall not exceed 0.80 to 1.00) (provided, that, for the Transactionspurposes of any such calculation, (A) any such Incremental Revolving Commitments shall be treated as fully drawn and (B) the cash proceeds of the date such Incremental Revolving Commitments and Incremental Term Loans shall not be taken into account for any cash netting), and any such request for Incremental Term Loan Commitments or Incremental Revolving Commitments shall be in a minimum amount of the then most recent financial statements of the then last ended fiscal quarter)$50,000,000. Each such notice shall specify (i) the date (each, an “Increase Effective Date”) on which the Borrower proposes that the Incremental Facilities shall be effective, which shall be a date not less than ten (10) Business Days after the date on which such notice is delivered to the Administrative Agent and (ii) the identity of each Person Eligible Assignee (which, if not a and any existing Lender, an Approved Fund or an Affiliate of a Lender, shall be reasonably satisfactory to the Administrative Agent) to whom the Borrower proposes any portion of such Incremental Facility Commitments be allocated and the amounts of such allocations allocations; provided, that (it being understood that the Borrower shall first seek commitments in respect of Incremental Facilities from existing Lenders, but no A) any existing Lender will have an obligation approached to make provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide all or any portion of such Incremental FacilityCommitment offered to it and (B) any Eligible Assignee that is not an existing Lender which agrees to make available an Incremental Commitment shall be approved by the Administrative Agent (such approval not to be unreasonably withheld or delayed) (each Incremental Lender or existing Lender which agrees to make available an Incremental Commitment shall be referred to as an “Incremental Lender”). Any ratio calculated under this proviso to this clause for purposes of determining the amount of Incremental Revolving Commitments and Incremental Term Loans permitted hereunder shall be calculated subject to Section 1.07 to the extent applicable and, if the proceeds of the relevant Incremental Commitments will be applied to finance a Limited Condition Transaction, compliance with the Senior Secured Net Debt to Adjusted Total Assets Ratio and Total Net Debt to Adjusted Total Assets Ratio will be determined in accordance with Section 1.08.

Borrower Request. The Borrower may at any time and from time to time after the Closing RestatementAmendment No. 5 Effective Date by written notice to the Administrative Agent elect to request the establishment of one or more new term loan revolving credit facilities with term loan commitments (each, an “Incremental Term Loan CommitmentRevolving Facility”) or one or more with new revolving credit facilities with revolving credit commitments (each, an “Incremental Revolving Loan Commitment” and together ”) in an amount not in excess of $212,000,000 in the aggregate principal amount when combined with any the aggregate amount of all Incremental Term Loan CommitmentCommitments under Section 2.4 (excluding, for the “Incremental Facilities”)), in each case, either pari passu with, or junior to, avoidance of doubt the existing Term Loan Facility, in an aggregate amount not to exceed $100,000,000; provided, that of the Borrower may incur unlimited additional Incremental Facilities so long as, on a Pro Forma Basis (assuming that any such Incremental Revolving Loan Commitments are drawn in full and excluding the cash proceeds of any such Existing Incremental Term Loans or Incremental Revolving Loan Commitmentsand New Term Loans) and after giving effect to any acquisitions or Dispositions or repayment not in excess of Indebtedness after (i) $300,000,000 plus (ii) the beginning maximum amount of additional Loans that could be incurred by the relevant determination period but prior to or simultaneous with Borrower at such time without causing the borrowing under such Incremental Facility, the First Lien Secured Consolidated Leverage Ratio to be greater than 3.00 to 1.0, and in minimum increments of $10,000,000 (or such lesser minimum increments as of the date of the most recent financial statements delivered pursuant to Section 6.1(a) or (b)) Administrative Agent shall not exceed the First Lien Secured Leverage Ratio as agree in effect on the Closing Date (as calculated, on a Pro Forma Basis for the Transactions, as of the date of the then most recent financial statements of the then last ended fiscal quarterits sole discretion). Each such notice shall specify (i) the date (each, an a “Revolving Commitment Increase Effective Date”) on which the Borrower proposes that the Incremental Facilities Revolving Commitment shall be effective, which shall be a date not less than ten (10) Business Days after the date on which such notice is delivered to the Administrative Agent (or such earlier date as the Administrative Agent shall agree in its sole discretion) and (ii) the identity of each Person (which, if not a Lender, an Approved Fund or an Affiliate of a Lender, shall be reasonably satisfactory to the Administrative AgentAgent and the Issuing Lender) to whom the Borrower proposes any portion of such Incremental Facility Revolving Commitment be allocated and the amounts of such allocations (it being understood that the Borrower shall first seek commitments in respect of Incremental Facilities from existing Lenders, but no existing Lender will have an obligation to make a portion of any Incremental Facility)allocations.

Borrower Request. The Borrower may at any time and from time to time after the Closing Subsequent First Amendment Effective Date by written notice to the Administrative Agent elect to request the establishment of one or more new term loan facilities or an increase in any existing tranche of Term Loans (each, an “Incremental Term Facility”) with term loan commitments (each, an “Incremental Term Loan Commitment”) or one or more new revolving credit facilities in an aggregate principal amount, when combined with revolving credit commitments (each, an “Incremental Revolving Loan Commitment” and together with any the aggregate amount of all Incremental Term Loan CommitmentCommitments, Incremental Term Loans and Incremental Revolving Commitments under Section 3.16 and all Incremental Equivalent Debt under Section 2.5, not in excess of the “Incremental Facilities”greater of (i) $500,000,000 and (ii(i) an amount equal to the maximum amount of additional Loans that could be incurred by the Borrower at such time without causing the First Lien Net Leverage Ratio to be greater than 1.50 to 1.00, calculated after giving pro forma effect to the incurrence of such additional amount, (but without giving effect to any amounts incurred under the immediately following clause (ii)), in each case, either pari passu with, or junior to, the existing Term Loan Facility, in an aggregate amount not to exceed $100,000,000; provided, provided that the Borrower may incur unlimited additional Incremental Facilities so long as, on a Pro Forma Basis (assuming that any such Incremental Revolving Loan Commitments are drawn in full and excluding A) the cash proceeds of any such Incremental Term Loans or Incremental Revolving Loan CommitmentsCommitments shall be excluded for the purposes of cash netting from Indebtedness in such calculations, (B) assuming the full amount of any Incremental Revolving Commitments are borrowed (whether or not funded or outstanding) and after giving effect to any acquisitions or Dispositions or repayment of Indebtedness after the beginning (C) all Incremental Term Facilities, Incremental Revolving Commitments, Incremental Equivalent Debt and permitted refinancings of the relevant determination period but prior foregoing shall be included in the numerator of such First Lien Net Leverage Ratio calculation regardless of whether, or to what extent secured, plus (ii) $500,000,000, and in minimum increments of $10,000,000 or simultaneous with integral multiples of $1,000,000 in excess thereof (or such lesser minimum increments as the borrowing under such Incremental FacilityAdministrative Agent shall agree in its sole discretion) (the foregoing amount, the First Lien Secured Leverage Ratio (as of the date of the most recent financial statements delivered pursuant to Section 6.1(a) or (b)) shall not exceed the First Lien Secured Leverage Ratio as in effect on the Closing Date (as calculated, on a Pro Forma Basis for the Transactions, as of the date of the then most recent financial statements of the then last ended fiscal quarter“Available Incremental Amount”). Each such notice shall specify (i) the date (each, an a “Term Loan Increase Effective Date”) on which the Borrower proposes that the Incremental Facilities Term Loan Commitment shall be effective, which shall be a date not less than ten (10) Business Days after the date on which such notice is delivered to the Administrative Agent (or such earlier date as the Administrative Agent shall agree in its sole discretion) and (ii) the identity of each Person (which, if not a Lender, an Approved Fund or an Affiliate of a Lender, shall be reasonably satisfactory to the Administrative Agent) to whom the Borrower proposes any portion of such Incremental Facility Term Loan Commitment be allocated and the amounts of such allocations (it being understood that the Borrower shall first seek commitments in respect of Incremental Facilities from existing Lenders, but no existing Lender will have an obligation to make a portion of any Incremental Facility)allocations.

Borrower Request. The Borrower may at any time and from time to time after the Closing Date by written notice to the Administrative Agent elect to request (x) prior to the Maturity Date for the Revolving Credit Facility, an increase to the existing Revolving Credit Commitments (each, an “Incremental Revolving Commitment”) and/or (y) an increase to the existing Term Facility or the establishment of one or more onecommitments in respect of a new tranche of term loan facilities with term loan commitments commitmentloans (each, an “Incremental Term Loan Commitment”) or one or more new revolving credit facilities with revolving credit commitments (each, an “Incremental Revolving Loan Commitment” and and, together with any Incremental Term Loan Revolving Commitment, the “Incremental Facilities”)), in each case, either pari passu with, or junior to, the existing Term Loan Facility, in an aggregate amount not to exceed $100,000,000; provided, that the Borrower may incur sum of (A) the greater of (1) $350,000,000 and (2) 100% of Consolidated EBITDA for the Measurement Period most recently ended on or prior to the applicable Increase Effective Date plus (B) an unlimited additional Incremental Facilities amount so long as, in the case of this clause (B), after giving effect to the relevant Incremental Facility, the Consolidated Leverage Ratio does not exceed 1.50:1.00 calculated on a Pro Forma Basis pro forma basis (assuming that but without giving effect to any such Incremental amount incurred substantially simultaneously or contemporaneously therewith under clause (A) above or under any revolving facility, including the Revolving Loan Commitments are drawn Credit Facility), including the application of the proceeds thereof (in full and excluding each case, without “netting” the cash proceeds of the applicable Incremental Facility) and, in the case of any Incremental Revolving Commitments, assuming a full drawing of such Incremental Term Loans Revolving Commitments, in each case from any existing Lender (each of which shall be entitled to agree or Incremental Revolving Loan Commitmentsdecline to participate in its sole discretion) and after giving effect to and/or any acquisitions or Dispositions or repayment of Indebtedness after the beginning of the relevant determination period but prior to or simultaneous with the borrowing under such Incremental Facility, the First Lien Secured Leverage Ratio (as of the date of the most recent financial statements delivered pursuant to Section 6.1(a) or (b)) shall not exceed the First Lien Secured Leverage Ratio as in effect on the Closing Date (as calculated, on a Pro Forma Basis for the Transactions, as of the date of the then most recent financial statements of the then last ended fiscal quarter)Additional Lender. Each such notice pursuant to this Section 2.14(a) shall specify (i) the date (each, an “Increase Effective Date”) on which the Borrower proposes that the Incremental Facilities Commitments shall be effective, which shall be a date not less than ten (10) Business Days after the date on which such notice the Incremental Term Commitment is delivered to the Administrative Agent and drawn in full, (ii) the identity of each Person (which, if not a Lender, an Approved Fund or an Affiliate of a Lender, shall be reasonably satisfactory to the Administrative Agent) Eligible Assignee to whom the Borrower proposes any portion of such Incremental Facility Commitments be allocated and the amounts of such allocations and (it being understood iii) whether such Incremental Commitments are Incremental Revolving Commitments or Incremental Term Commitments. Each Incremental Commitment shall be in an aggregate amount of $10,000,000 or any whole multiple of $5,000,000 in excess thereof (provided that such amount may be less than $10,000,000 if such amount represents all remaining availability under the Borrower shall first seek commitments aggregate limit in respect of Incremental Facilities from existing Lenders, but no existing Lender will have an obligation to make a portion of any Incremental FacilityCommitments set forth in above).

Borrower Request. The Borrower may at any time and from time to time after the Closing Date by written notice to the Administrative Agent elect to request (x) prior to the Maturity Date for the Revolving Credit Facility, an increase to the existing Revolving Credit Commitments (each, an “Incremental Revolving Commitment”) in an aggregate amount not to exceed the Available Revolving Incremental Amount and/or (y) the establishment of one or more new term loan facilities with term loan commitments (each, an “Incremental Term Loan Commitment”) or one or more new revolving credit facilities with revolving credit commitments (each, an “Incremental Revolving Loan Commitment” and together with any Incremental Term Loan Revolving Commitment, the each an “Incremental FacilitiesCommitment”)), in each case, either pari passu with, or junior to, the existing Term Loan Facility, in by an aggregate amount not to exceed $100,000,000; provided, that the Borrower may incur unlimited additional Available Term Incremental Facilities so long as, on a Pro Forma Basis Amount (assuming that any such Incremental Revolving Loan Commitments are drawn in full and excluding at the cash proceeds time of any such Incremental Term Loans or Incremental Revolving Loan Commitments) and after giving effect to any acquisitions or Dispositions or repayment of Indebtedness after the beginning of the relevant determination period but prior to or simultaneous with the borrowing under such Incremental Facility, the First Lien Secured Leverage Ratio (as of the date of the most recent financial statements delivered pursuant to Section 6.1(a) or (b)) shall not exceed the First Lien Secured Leverage Ratio as in effect on the Closing Date (as calculated, on a Pro Forma Basis for the Transactions, as of the date of the then most recent financial statements of the then last ended fiscal quarterincurrence). Each such notice shall specify (i) the date (each, an “Increase Effective Date”) on which the Borrower proposes that the Incremental Facilities Revolving Commitments or Incremental Term Commitments shall be effective, which shall be a date not less than ten (10) 10 Business Days after the date on which such notice is delivered to the Administrative Agent (or such other date as agreed to by the Administrative Agent) and (ii) the identity of each Person (which, if not a Lender, an Approved Fund or an Affiliate of a Lender, shall be reasonably satisfactory to the Administrative Agent) Eligible Assignee to whom the Borrower proposes any portion of such Incremental Facility Revolving Commitments or Incremental Term Commitments be allocated and the amounts of such allocations allocations; provided that any existing Lender approached to provide all or a portion of the Incremental Revolving Commitments or Incremental Term Commitments may elect or decline, in its sole discretion, to provide such Incremental Revolving Commitment or Incremental Term Commitment. Each Incremental Term Commitment shall be in an aggregate amount of $10,000,000 or any whole multiple of $500,000 in excess thereof (it being understood provided that such amount may be less than $10,000,000 if such amount represents all remaining availability under the Borrower shall first seek commitments aggregate limit in respect of Incremental Facilities from existing Lenders, but no existing Lender will have Term Commitments set forth in above). Each Incremental Revolving Commitment shall be in an obligation to make a portion aggregate amount of $5,000,000 or any Incremental Facility)whole multiple of $500,000 in excess thereof.

Borrower Request. The Borrower may at any time and from time to time after the Closing Date by written notice to the Administrative Agent elect to request the establishment of one or more new Term Loan Commitments under a new term loan facilities with facility or under the existing term loan commitments facility or any increase under an existing tranche of Term Loans (each, an “Incremental Term Loan Commitment”) or and/or one or more new Revolving Loan Commitments under the then existing revolving credit facilities with revolving credit commitments facility (each, an “Incremental Revolving Loan Commitment” and together with any Incremental Term Loan Commitment, the “Incremental Facilities”)), in each case, either pari passu with, or junior to, the existing Term Loan Facility, in an aggregate amount not to exceed $100,000,000; provided, that the Borrower may incur unlimited additional Maximum Incremental Facilities so long as, on a Pro Forma Basis Amount (assuming that any such Incremental Revolving Loan Commitments are drawn in full and excluding the cash proceeds date of establishment of any such Incremental Term Loans or Incremental Revolving Loan Commitments) and after giving effect to any acquisitions or Dispositions or repayment of Indebtedness after the beginning of the relevant determination period but prior to or simultaneous with the borrowing under such Incremental Facility, the First Lien Secured Leverage Ratio (as of the date of the most recent financial statements delivered pursuant to Section 6.1(a) or (b)) shall not exceed the First Lien Secured Leverage Ratio as in effect on the Closing Date (as calculated, on a Pro Forma Basis for the Transactions, as of the date of the then most recent financial statements of the then last ended fiscal quarter). Each such notice shall specify (i) the date (each, an “Increase Effective Date”) on which ); provided, that the Borrower proposes that aggregate principal amount of all Incremental Revolving Loan Commitments shall not exceed $10,000,000 in the aggregate. The opportunity to commit to provide all or a portion of the Incremental Facilities shall be effectiveoffered by the Borrower first to the existing Lenders on a pro rata basis (and on a non-pro rata basis, which shall be a date pursuant to terms acceptable to the Administrative Agent, with respect to existing Lenders that elect to cover declining Lenders’ declined amounts) on the terms offered by the Borrower and such other Lenders and, to the extent that such existing Lenders have not less than agreed to provide such Incremental Facilities within ten (10) Business Days after receiving such offer from the date on which such notice is delivered to the Administrative Agent and (ii) the identity of each Person (which, if not a Lender, an Approved Fund Borrower or an Affiliate of a Lender, shall be reasonably satisfactory to the Administrative Agent, after being provided a bona fide opportunity to do so, the Borrower may then offer such opportunity (on terms no less favorable to the Borrower) to whom the Borrower proposes any other Eligible Assignees (which may include existing Lenders). Any existing Lender approached to provide all or a portion of such Incremental Facility be allocated and Term Loan Commitments or Incremental Revolving Loan Commitments may elect or decline, in its sole discretion, to provide such Incremental Term Loan Commitment or Incremental Revolving Loan Commitment and, to the amounts of extent any such allocations (it being understood that the Borrower shall first seek commitments in respect of Incremental Facilities from Term Loan Commitments or Incremental Revolving Loan Commitments are not provided by existing Lenders, but no existing each Lender will providing such commitment shall otherwise constitute an Eligible Assignee hereunder; provided that the Administrative Agent and, solely with respect to Incremental Revolving Loan Commitments, the Issuing Bank shall have an obligation consented to make any such Eligible Assignee providing all or a portion of any such Incremental Facility).Term Loan Commitment or Incremental Revolving Loan Commitment, as applicable, if and to 109 US-DOCS\133960081.2

Borrower Request. The Borrower may may, at any time and time, or from time to time after the Closing Date on one or more occasions, by written notice to the Administrative Agent elect Agent, request: (i) the establishment of one or more additional revolving credit commitments with terms and conditions identical to request the terms and conditions of any existing Class of Revolving Commitments hereunder (“Increase Revolving Commitments”); provided, that, upfront fees may be paid to Lenders providing such Increase Revolving Commitments; (ii) the establishment of one or more new term loan facilities with term loan tranches of revolving credit commitments (eacha “New Revolving Commitment” and, an together with any Increase Revolving Commitments, the “Incremental Revolving Commitments”); (iii) the establishment of one or more additional Term Loans with terms and conditions identical to the terms and conditions of any existing Class of Term Loans hereunder (“Increase Term Loans” and the related commitments, the “Increase Term Loan CommitmentCommitments”); provided, that, upfront fees or original issue discount may be paid to Lenders providing such Increase Term Loans; and/or (iv) or the establishment of one or more new revolving credit facilities with revolving credit commitments tranches of term loans (each, an “Incremental Revolving Loan CommitmentNew Term Loans” and together with any Incremental the related commitments, “New Term Loan Commitment, the “Incremental FacilitiesCommitments”)), in each case, either pari passu with, or junior to, the existing Term Loan Facility, ; in an aggregate principal amount not to exceed (x) $100,000,0001,200,000,000 to be used solely to finance the acquisition of Real Estate and Gaming Assets (reduced on a dollar for dollar basis for any Indebtedness incurred to acquire Real Estate and Gaming Assets pursuant to Section 8.04(aa)); plus (y) an unlimited amount, provided, that the Borrower may incur unlimited additional Incremental Facilities so long as, on a Pro Forma Basis (assuming that any such Incremental Revolving Loan Commitments are drawn in full and excluding the cash proceeds of any such Incremental Term Loans or Incremental Revolving Loan Commitments) and immediately after giving effect to any acquisitions or Dispositions or repayment of Indebtedness after the beginning of the relevant determination period but prior to or simultaneous with the borrowing under such Incremental Facility, Revolving Commitments and Incremental Term Loans and the First Lien Secured Leverage Ratio use of proceeds thereof (as of the date of the most recent financial statements delivered pursuant to Section 6.1(a) including any related acquisition or (bInvestment permitted hereunder)) shall not exceed the First Lien Secured Leverage Ratio as in effect on the Closing Date (as calculated, ; on a Pro Forma Basis Basis, (1) the Senior Secured Net Debt to Adjusted Total Assets Ratio would not exceed 0.45 to 1.00 and (2) the Total Net Debt to Adjusted Total Assets Ratio would not exceed 0.75 to 1.00 (provided, however, if such Incremental Commitments are being incurred in connection with a Significant Acquisition, the Total Net Debt to Adjusted Total Assets Ratio shall not exceed 0.80 to 1.00) (provided, that, for the Transactionspurposes of any such calculation, (A) any such Incremental Revolving Commitments shall be treated as fully drawn and (B) the cash proceeds of the date such Incremental Revolving Commitments and Incremental Term Loans shall not be taken into account for any cash netting), and any such request for Incremental Term Loan Commitments or Incremental Revolving Commitments shall be in a minimum amount of the then most recent financial statements of the then last ended fiscal quarter)$50,000,000. Each such notice shall specify (i) the date (each, an “Increase Effective Date”) on which the Borrower proposes that the Incremental Facilities shall be effective, which shall be a date not less than ten (10) Business Days after the date on which such notice is delivered to the Administrative Agent and (ii) the identity of each Person Eligible Assignee (which, if not a and any existing Lender, an Approved Fund or an Affiliate of a Lender, shall be reasonably satisfactory to the Administrative Agent) to whom the Borrower proposes any portion of such Incremental Facility Commitments be allocated and the amounts of such allocations allocations; provided, that (it being understood that the Borrower shall first seek commitments in respect of Incremental Facilities from existing Lenders, but no A) any existing Lender will have an obligation approached to make provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide all or any portion of such Incremental FacilityCommitment offered to it and (B) any Eligible Assignee that is not an existing Lender which agrees to make available an Incremental Commitment shall be approved by the Administrative Agent (such approval not to be unreasonably withheld or delayed) (each Incremental Lender or existing Lender which agrees to make available an Incremental Commitment shall be referred to as an “Incremental Lender”). Any ratio calculated under this proviso to this clause for purposes of determining the amount of Incremental Revolving Commitments and Incremental Term Loans permitted hereunder shall be calculated subject to Section 1.07 to the extent applicable and, if the proceeds of the relevant Incremental Commitments will be applied to finance a Limited Condition Transaction, compliance with the Senior Secured Net Debt to Adjusted Total Assets Ratio and Total Net Debt to Adjusted Total Assets Ratio will be determined in accordance with Section 1.08.

Borrower Request. The Borrower may at any time and from time to time after the Closing Date by written notice to the Administrative Agent elect to request the establishment of one or more new term loan facilities with term loan commitments Term Commitments (each, each an “Incremental Term Loan Commitment”) or or, prior to the Revolving Facility Commitment Termination Date, one or more new revolving credit facilities with revolving credit commitments increases in the Revolving Commitments (eachany such increase, an “Incremental Revolving Loan Commitment” and and, together with any the Incremental Term Loan CommitmentCommitments, the “Incremental FacilitiesLoan Commitments”)), in each case, either pari passu with, or junior to, the existing Term Loan Facility, in an aggregate amount not to exceed $100,000,000; provided, that the Borrower may incur unlimited additional Incremental Facilities ) so long as, on a Pro Forma Basis (assuming that any such Incremental Revolving Loan Commitments are drawn in full and excluding the cash proceeds of any such Incremental Term Loans or Incremental Revolving Loan Commitments) as before and after giving effect to any acquisitions or Dispositions or repayment of Indebtedness after the beginning of the relevant determination period but prior to or simultaneous with the borrowing under such Incremental Facility, the First Lien Secured Leverage Ratio (as of the date of the most recent financial statements delivered pursuant to Section 6.1(a) or (b)) shall not exceed the First Lien Secured Leverage Ratio as in effect on the Closing Date (as calculated, Loan Commitments on a Pro Forma Basis Basis, the Secured Leverage Ratio does not exceed 1.25 to 1.00 (calculated (x) as if any Incremental Revolving Commitments were fully drawn on the effective date thereof and (y) excluding (for purposes of cash netting) any cash constituting proceeds of any Incremental Loan Commitments or concurrent Incremental Equivalent Indebtedness) and the Transactionsaggregate principal amount of such Class of Incremental Loan Commitments is not less than $25,000,000 individually, as and in incremental multiples of $1,000,000 in excess thereof, or otherwise equal to the remaining available balance of the date applicable Commitments; provided that at the option of the then most recent financial statements Borrower in connection with any Incremental Term Loans the proceeds of which are used to finance permitted acquisitions or other permitted investments (including the repayment of any Indebtedness of an acquired person or secured by any acquired assets), compliance with the foregoing Secured Leverage Ratio test may be determined on the last day of the then last fiscal quarter ended fiscal quarter)immediately preceding the date on which a binding contract for such acquisition or investment is entered into. Each such notice shall specify (i) the date (each, an “Increase Effective Date”) on which the Borrower proposes that the Incremental Facilities increased or new Commitments shall be effective, which shall be a date not less than ten (10) 10 Business Days after the date on which such notice is delivered to the Administrative Agent and (ii) the identity of each Person person (which, if not which much be a Lender, an Approved Fund or an Affiliate of a Lender, shall person to whom Loans are permitted to be reasonably satisfactory assigned pursuant to the Administrative AgentSection 9.04(b)) to whom the Borrower proposes any portion of such Incremental Facility increased or new Commitments be allocated and the amounts of such allocations (it being understood allocations; provided that the Borrower shall first seek commitments in respect of Incremental Facilities from existing Lenders, but no any existing Lender will have an obligation approached to make provide all or a portion of any Incremental Facility)the increased or new Commitments may elect or decline, in its sole discretion, to provide such increased or new Commitment.

Borrower Request. The Borrower may at any time and from time to time after the Closing Date by written notice to the Administrative Agent elect to request the establishment of one or more new term loan facilities with term loan commitments Term Commitments (each, an “Incremental Term Loan Commitment”) or or, prior to the Revolving Facility Commitment Termination Date, one or more new revolving credit facilities with revolving credit commitments increases in the Revolving Commitments (eachany such increase, an “Incremental Revolving Loan Commitment” and and, together with any the Incremental Term Loan CommitmentCommitments, the “Incremental FacilitiesLoan Commitments”)), in each case, either pari passu with, or junior to, the existing Term Loan Facility, in an aggregate amount not to exceed $100,000,000; provided, that the Borrower may incur unlimited additional Incremental Facilities ) so long as, on a Pro Forma Basis (assuming that any such Incremental Revolving Loan Commitments are drawn in full and excluding the cash proceeds of any such Incremental Term Loans or Incremental Revolving Loan Commitments) as before and after giving effect to any acquisitions or Dispositions or repayment of Indebtedness after the beginning of the relevant determination period but prior to or simultaneous with the borrowing under such Incremental Facility, the First Lien Secured Leverage Ratio (as of the date of the most recent financial statements delivered pursuant to Section 6.1(a) or (b)) shall not exceed the First Lien Secured Leverage Ratio as in effect on the Closing Date (as calculated, Loan Commitments on a Pro Forma Basis Basis, the Secured Leverage Ratio does not exceed 1.25 to 1.00 (calculated (x) as if any Incremental Revolving Commitments were fully drawn on the effective date thereof and (y) excluding (for purposes of cash netting) any cash constituting proceeds of any Incremental Loan Commitments or concurrent Incremental Equivalent Indebtedness) and the Transactionsaggregate principal amount of such Class of Incremental Loan Commitments is not less than $25,000,000 individually, as and in incremental multiples of $1,000,000 in excess thereof, or otherwise equal to the remaining available balance of the date applicable Commitments; provided that at the option of the then most recent financial statements Borrower in connection with any Incremental Term Loans the proceeds of which are used to finance permitted acquisitions or other permitted investments (including the repayment of any Indebtedness of an acquired person or secured by any acquired assets), compliance with the foregoing Secured Leverage Ratio test may be determined on the last day of the then last fiscal quarter ended fiscal quarter)immediately preceding the date on which a binding contract for such acquisition or investment is entered into. Each such notice shall specify (i) the date (each, an “Increase Effective Date”) on which the Borrower proposes that the Incremental Facilities increased or new Commitments shall be effective, which shall be a date not less than ten (10) 10 Business Days after the date on which such notice is delivered to the Administrative Agent and (ii) the identity of each Person person (which, if not which much be a Lender, an Approved Fund or an Affiliate of a Lender, shall person to whom Loans are permitted to be reasonably satisfactory assigned pursuant to the Administrative AgentSection 9.04(b)) to whom the Borrower proposes any portion of such Incremental Facility increased or new Commitments be allocated and the amounts of such allocations (it being understood allocations; provided that the Borrower shall first seek commitments in respect of Incremental Facilities from existing Lenders, but no any existing Lender will have an obligation approached to make provide all or a portion of any Incremental Facility)the increased or new Commitments may elect or decline, in its sole discretion, to provide such increased or new Commitment.

Borrower Request. The Borrower or any Guarantor may at any time and from time to time after the Closing Date by written notice to the Administrative Agent elect to request the establishment of one or more new Term Loan Commitments under a new term loan facilities with facility or under the existing term loan commitments facility or any increase under an existing tranche of Term Loans (each, an “Incremental Term Loan Commitment”) or and/or one or more new Revolving Loan Commitments under a new revolving credit facilities facility (an “Additional Revolving Commitment”) or under the then existing revolving facility (a “Revolving Commitment Increase” and together with revolving credit commitments (eachany Additional Revolving Commitment, each an “Incremental Revolving Loan Commitment” and together with any Incremental Term Loan Commitment, the “Incremental Facilities”)), in each case, either pari passu with, or junior to, the existing Term Loan Facility, in an aggregate amount not to exceed $100,000,000; provided, that the Borrower may incur unlimited additional Maximum Incremental Facilities so long as, on a Pro Forma Basis Amount (assuming that any such Incremental Revolving Loan Commitments are drawn in full and excluding the cash proceeds date of establishment of any such Incremental Term Loans or Incremental Revolving Loan Commitments) and after giving effect to any acquisitions or Dispositions or repayment of Indebtedness after the beginning of the relevant determination period but prior to or simultaneous with the borrowing under such Incremental Facility, the First Lien Secured Leverage Ratio (as of the date of the most recent financial statements delivered pursuant to Section 6.1(a) or (b)) shall not exceed the First Lien Secured Leverage Ratio as in effect on the Closing Date (as calculated, on a Pro Forma Basis for the Transactions, as of the date of the then most recent financial statements of the then last ended fiscal quarter). Each such notice shall specify (i) the date (each, an “Increase Effective Date”). Any existing Lender approached to provide all or a portion of such Incremental Term Loan Commitments or Incremental Revolving Loan Commitments may elect or decline, in its sole discretion, to provide such Incremental Term Loan Commitment or Incremental Revolving Loan Commitment, and, to the extent any such Incremental Term Loan Commitments or Incremental Revolving Loan Commitments are not provided by existing Lenders, each Lender providing such commitments shall otherwise constitute an Eligible Assignee hereunder; provided that (i) on which the Borrower proposes that the Incremental Facilities shall be effective, which shall be a date not less than ten (10) Business Days after the date on which such notice is delivered to the Administrative Agent shall have consented to such Eligible Assignee providing such Incremental Term Loan Commitment or Incremental Revolving Loan Commitment, as applicable, if such consent would be required under Section 10.04 for an assignment of such type of Loans or Commitments, as applicable, to such Eligible Assignee and (ii) the identity of each Person (which, if not a Lender, an Approved Fund or an Affiliate of a Lender, any Incremental Facilities to be provided by Sponsor Investors shall be reasonably satisfactory subject to the Administrative Agentterms of Section 10.04(b) to whom the Borrower proposes any portion of as if such Incremental Facility be allocated and Facilities were being assigned to such Sponsor Investor; provided further that, for the amounts avoidance of such allocations (it being understood that doubt, the Borrower shall first seek commitments not be required to offer the opportunity to participate in respect of any Incremental Facilities from Facility to any existing Lenders, but no existing Lender will have an obligation to make a portion of any Incremental Facility).

Borrower Request. The Borrower may at any time and from time to time after the Closing Subsequent First Amendment Effective Date by written notice to the Administrative Agent elect to request the establishment of one or more new term loan facilities or an increase in any existing tranche of Term Loans (each, an “Incremental Term Facility”) with term loan commitments (each, an “Incremental Term Loan Commitment”) or one or more new revolving credit facilities in an aggregate principal amount, when combined with revolving credit commitments (each, an “Incremental Revolving Loan Commitment” and together with any the aggregate amount of all Incremental Term Loan CommitmentCommitments, Incremental Term Loans and Incremental Revolving Commitments under Section 3.16 and all Incremental Equivalent Debt under Section 2.5, not in excess of the “Incremental Facilities”)), in each case, either pari passu with, or junior to, greater of (i) $500,000,000 and (ii) an amount equal to the existing Term Loan Facility, in an aggregate maximum amount not to exceed $100,000,000; provided, of additional Loans that could be incurred by the Borrower may incur unlimited at such time without causing the First Lien Net Leverage Ratio to be greater than 1.50 to 1.00, calculated after giving pro forma effect to the incurrence of such additional Incremental Facilities so long asamount, on a Pro Forma Basis provided that (assuming that any such Incremental Revolving Loan Commitments are drawn in full and excluding A) the cash proceeds of any such Incremental Term Loans or Incremental Revolving Loan CommitmentsCommitments shall be excluded for the purposes of cash netting from Indebtedness in such calculations, (B) assuming the full amount of any Incremental Revolving Commitments are borrowed (whether or not funded or outstanding) and after giving effect to any acquisitions or Dispositions or repayment of Indebtedness after the beginning (C) all Incremental Term Facilities, Incremental Revolving Commitments, Incremental Equivalent Debt and permitted refinancings of the relevant determination period but prior foregoing shall be included in the numerator of such First Lien Net Leverage Ratio calculation regardless of whether, or to what extent secured, and in minimum increments of $10,000,000 or simultaneous with integral multiples of $1,000,000 in excess thereof (or such lesser minimum increments as the borrowing under such Incremental FacilityAdministrative Agent shall agree in its sole discretion) (the foregoing amount, the First Lien Secured Leverage Ratio (as of the date of the most recent financial statements delivered pursuant to Section 6.1(a) or (b)) shall not exceed the First Lien Secured Leverage Ratio as in effect on the Closing Date (as calculated, on a Pro Forma Basis for the Transactions, as of the date of the then most recent financial statements of the then last ended fiscal quarter“Available Incremental Amount”). Each such notice shall specify (i) the date (each, an a “Term Loan Increase Effective Date”) on which the Borrower proposes that the Incremental Facilities Term Loan Commitment shall be effective, which shall be a date not less than ten (10) Business Days after the date on which such notice is delivered to the Administrative Agent (or such earlier date as the Administrative Agent shall agree in its sole discretion) and (ii) the identity of each Person (which, if not a Lender, an Approved Fund or an Affiliate of a Lender, shall be reasonably satisfactory to the Administrative Agent) to whom the Borrower proposes any portion of such Incremental Facility Term Loan Commitment be allocated and the amounts of such allocations (it being understood that the Borrower shall first seek commitments in respect of Incremental Facilities from existing Lenders, but no existing Lender will have an obligation to make a portion of any Incremental Facility)allocations.

Borrower Request. The Borrower may at any time and from time to time after the Closing Subsequent Fifth Amendment Effective Date by written notice to the Administrative Agent elect to request the establishment of one or more new term loan facilities or an increase in any existing tranche of Term Loans (each, an “Incremental Term Facility”) with term loan commitments (each, an “Incremental Term Loan Commitment”) or one or more new revolving credit facilities in an aggregate principal amount, when combined with revolving credit commitments (each, an “Incremental Revolving Loan Commitment” and together with any the aggregate amount of all Incremental Term Loan CommitmentCommitments, Incremental Term Loans and Incremental Revolving Commitments under Section 3.16 and all Incremental Equivalent Debt under Section 2.5, not in excess of (i) an amount equal to the “Incremental Facilities”maximum amount of additional Loans that could be incurred by the Borrower at such time without causing the First Lien Net Leverage Ratio to be greater than 2.25 to 1.00, calculated after giving pro forma effect to the incurrence of such additional amount (but without giving effect to any amounts incurred under the immediately following clause (ii)), in each case, either pari passu with, or junior to, the existing Term Loan Facility, in an aggregate amount not to exceed $100,000,000; provided, provided that the Borrower may incur unlimited additional Incremental Facilities so long as, on a Pro Forma Basis (assuming that any such Incremental Revolving Loan Commitments are drawn in full and excluding A) the cash proceeds of any such Incremental Term Loans or Incremental Revolving Loan CommitmentsCommitments shall be excluded for the purposes of cash netting from Indebtedness in such calculations, (B) assuming the full amount of any Incremental Revolving Commitments are borrowed (whether or not funded or outstanding) and after giving effect to any acquisitions or Dispositions or repayment of Indebtedness after the beginning (C) all Incremental Term Facilities, Incremental Revolving Commitments, Incremental Equivalent Debt and permitted refinancings of the relevant determination period but prior foregoing shall be included in the numerator of such First Lien Net Leverage Ratio calculation regardless of whether, or to what extent secured, plus (ii) $500,000,000, and in minimum increments of $10,000,000 or simultaneous with integral multiples of $1,000,000 in excess thereof (or such lesser minimum increments as the borrowing under such Incremental FacilityAdministrative Agent shall agree in its sole discretion) (the foregoing amount, the First Lien Secured Leverage Ratio (as of the date of the most recent financial statements delivered pursuant to Section 6.1(a) or (b)) shall not exceed the First Lien Secured Leverage Ratio as in effect on the Closing Date (as calculated, on a Pro Forma Basis for the Transactions, as of the date of the then most recent financial statements of the then last ended fiscal quarter“Available Incremental Amount”). Each such notice shall specify (i) the date (each, an a “Term Loan Increase Effective Date”) on which the Borrower proposes that the Incremental Facilities Term Loan Commitment shall be effective, which shall be a date not less than ten (10) Business Days after the date on which such notice is delivered to the Administrative Agent and (ii) the identity of each Person (which, if not a Lender, an Approved Fund or an Affiliate of a Lender, shall be reasonably satisfactory to the Administrative Agent) to whom the Borrower proposes any portion of such Incremental Facility be allocated and the amounts of such allocations (it being understood that the Borrower shall first seek commitments in respect of Incremental Facilities from existing Lenders, but no existing Lender will have an obligation to make a portion of any Incremental Facility).earlier date as the

Borrower Request. The Borrower may at any time and from time to time after the Closing Date by written notice to the Administrative Agent elect to request the establishment of one or more new Term Loan Commitments under a new term loan facilities with facility or under the existing term loan commitments facility or any increase under an existing tranche of Term Loans (each, an “Incremental Term Loan Commitment”) or and/or one or more new Revolving Loan Commitments under the then existing revolving credit facilities with revolving credit commitments facility (each, an “Incremental Revolving Loan Commitment” and together with any Incremental Term Loan Commitment, the “Incremental Facilities”)), in each case, either pari passu with, or junior to, the existing Term Loan Facility, in an aggregate amount not to exceed $100,000,000; provided, that the Borrower may incur unlimited additional Maximum Incremental Facilities so long as, on a Pro Forma Basis Amount (assuming that any such Incremental Revolving Loan Commitments are drawn in full and excluding the cash proceeds date of establishment of any such Incremental Term Loans or Incremental Revolving Loan Commitments) and after giving effect to any acquisitions or Dispositions or repayment of Indebtedness after the beginning of the relevant determination period but prior to or simultaneous with the borrowing under such Incremental Facility, the First Lien Secured Leverage Ratio (as of the date of the most recent financial statements delivered pursuant to Section 6.1(a) or (b)) shall not exceed the First Lien Secured Leverage Ratio as in effect on the Closing Date (as calculated, on a Pro Forma Basis for the Transactions, as of the date of the then most recent financial statements of the then last ended fiscal quarter). Each such notice shall specify (i) the date (each, an “Increase Effective Date”) on which ); provided, that the Borrower proposes that aggregate principal amount of all Incremental Revolving Loan Commitments shall not exceed $10,000,000 in the aggregate. The opportunity to commit to provide all or a portion of the Incremental Facilities shall be effectiveoffered by the Borrower first to the existing Lenders on a pro rata basis (and on a non-pro rata basis, which shall be a date pursuant to terms acceptable to the Administrative Agent, with respect to existing Lenders that elect to cover declining Lenders’ declined amounts) on the terms offered by the Borrower and such other Lenders and, to the extent that such existing Lenders have not less than agreed to provide such Incremental Facilities within ten (10) Business Days after receiving such offer from the date on which such notice is delivered to the Administrative Agent and (ii) the identity of each Person (which, if not a Lender, an Approved Fund Borrower or an Affiliate of a Lender, shall be reasonably satisfactory to the Administrative Agent, after being provided a bona fide opportunity to do so, the Borrower may then offer such opportunity (on terms no less favorable to the Borrower) to whom the Borrower proposes any other Eligible Assignees (which may include existing Lenders). Any existing Lender approached to provide all or a portion of such Incremental Facility be allocated and Term Loan Commitments or Incremental Revolving Loan Commitments may elect or decline, in its sole discretion, to provide such Incremental Term Loan Commitment or Incremental Revolving Loan Commitment and, to the amounts of extent any such allocations (it being understood that the Borrower shall first seek commitments in respect of Incremental Facilities from Term Loan Commitments or Incremental Revolving Loan Commitments are not provided by existing Lenders, but no existing each Lender will providing such commitment shall otherwise constitute an Eligible Assignee hereunder; provided that the Administrative Agent and, solely with respect to Incremental Revolving Loan Commitments, the Issuing Bank shall have an obligation consented to make any such Eligible Assignee providing all or a portion of any such Incremental Facility)Term Loan Commitment or Incremental Revolving Loan Commitment, as applicable, if and to the extent such consent would be required under Section 10.04 for an assignment of such type of Loans or Commitments, as applicable, to such Eligible Assignee.

Borrower Request. The Borrower may at any time and from time to time after the Closing Date by written notice to the Administrative Agent elect to request the establishment of one or more new Term Loan Commitments under a new term loan facilities with facility or under an existing term loan commitments facility or any increase under an existing Tranche of Term Loans (each, an “Incremental Term Loan Commitment”) or and/or one or more new Revolving Loan Commitments under a new revolving credit facilities facility (an “Additional Revolving Commitment”) or under the then existing revolving facility (a “Revolving Commitment Increase” and together with revolving credit commitments (eachany Additional Revolving Commitment, each an “Incremental Revolving Loan Commitment” and together with any Incremental Term Loan Commitment, the “Incremental Facilities”)), in each case, either pari passu with, or junior to, the existing Term Loan Facility, in an aggregate amount not to exceed $100,000,000; provided, that the Borrower may incur unlimited additional Maximum Incremental Facilities so long as, on a Pro Forma Basis Amount (assuming that any such Incremental Revolving Loan Commitments are drawn in full and excluding the cash proceeds date of establishment of any such Incremental Term Loans or Incremental Revolving Loan Commitments) and after giving effect to any acquisitions or Dispositions or repayment of Indebtedness after the beginning of the relevant determination period but prior to or simultaneous with the borrowing under such Incremental Facility, the First Lien Secured Leverage Ratio (as of the date of the most recent financial statements delivered pursuant to Section 6.1(a) or (b)) shall not exceed the First Lien Secured Leverage Ratio as in effect on the Closing Date (as calculated, on a Pro Forma Basis for the Transactions, as of the date of the then most recent financial statements of the then last ended fiscal quarter). Each such notice shall specify (i) the date (each, an “Increase Effective Date”) on which the Borrower proposes that the Incremental Facilities shall be effective, which shall be ). Any existing Lender approached to provide all or a date not less than ten (10) Business Days after the date on which such notice is delivered to the Administrative Agent and (ii) the identity of each Person (which, if not a Lender, an Approved Fund or an Affiliate of a Lender, shall be reasonably satisfactory to the Administrative Agent) to whom the Borrower proposes any portion of such Incremental Facility Term Loan Commitments or Incremental Revolving Loan Commitments may elect or decline, in its sole discretion, to provide such Incremental Term Loan Commitment or Incremental Revolving Loan Commitment, and, to the extent any such Incremental Term Loan Commitments or Incremental Revolving Loan Commitments are not provided by existing Lenders, each Lender providing such commitments shall otherwise constitute an Eligible Assignee hereunder; provided that the Administrative Agent shall have consented to such Eligible Assignee providing such Incremental Term Loan Commitment or Incremental Revolving Loan Commitment, as applicable, solely if and to the extent such consent would be allocated and the amounts required under Section 10.04 for an assignment of such allocations (it being understood that Type of Loans or Commitments, as applicable, to such Eligible Assignee; provided further that, for the avoidance of doubt, the Borrower shall first seek commitments not be required to offer the opportunity to participate in respect of any Incremental Facilities from Facility to any existing Lenders, but no existing Lender will have an obligation to make a portion of any Incremental Facility).

Borrower Request. The Borrower may at any time and from time to time after the Closing Date by written notice to the Administrative Agent elect to request the establishment of one or more new Term Loan Commitments under a new term loan facilities with facility or under the existing term loan commitments facility or any increase under an existing Tranche of Term Loans (each, an “Incremental Term Loan Commitment”) or and/or one or more new Revolving Loan Commitments under a new revolving credit facilities facility (an “Additional Revolving Commitment”) or under the then existing revolving facility (a “Revolving Commitment Increase” and together with revolving credit commitments (eachany Additional Revolving Commitment, each an “Incremental Revolving Loan Commitment” and together with any Incremental Term Loan Commitment, the “Incremental Facilities”)), in each case, either pari passu with, or junior to, the existing Term Loan Facility, in an aggregate amount not to exceed $100,000,000; provided, that the Borrower may incur unlimited additional Maximum Incremental Facilities so long as, on a Pro Forma Basis Amount (assuming that any such Incremental Revolving Loan Commitments are drawn in full and excluding the cash proceeds date of establishment of any such Incremental Term Loans or Incremental Revolving Loan Commitments) and after giving effect to any acquisitions or Dispositions or repayment of Indebtedness after the beginning of the relevant determination period but prior to or simultaneous with the borrowing under such Incremental Facility, the First Lien Secured Leverage Ratio (as of the date of the most recent financial statements delivered pursuant to Section 6.1(a) or (b)) shall not exceed the First Lien Secured Leverage Ratio as in effect on the Closing Date (as calculated, on a Pro Forma Basis for the Transactions, as of the date of the then most recent financial statements of the then last ended fiscal quarter). Each such notice shall specify (i) the date (each, an “Increase Effective Date”). Any existing Lender approached to provide all or a portion of such Incremental Term Loan Commitments or Incremental Revolving Loan Commitments may elect or decline, in its sole discretion, to provide such Incremental Term Loan Commitment or Incremental Revolving Loan Commitment, and, to the extent any such Incremental Term Loan Commitments or Incremental Revolving Loan Commitments are not provided by existing Lenders, each Lender providing such commitments shall otherwise constitute an Eligible Assignee hereunder; provided that (i) on which the Borrower proposes that the Incremental Facilities shall be effective, which shall be a date not less than ten (10) Business Days after the date on which such notice is delivered to the Administrative Agent shall have consented to such Eligible Assignee providing such Incremental Term Loan Commitment or Incremental Revolving Loan Commitment, as applicable, solely if and to the extent such consent would be required under Section 10.04 for an assignment of such Type of Loans or Commitments, as applicable, to such Eligible Assignee and (ii) the identity of each Person (which, if not a Lender, an Approved Fund or an Affiliate of a Lender, any Incremental Facilities to be provided by Sponsor Investors shall be reasonably satisfactory subject to the Administrative Agentterms of Section 10.04(b) to whom the Borrower proposes any portion of as if such Incremental Facility be allocated and Facilities were being assigned to such Sponsor Investor; provided further that, for the amounts avoidance of such allocations (it being understood that doubt, the Borrower shall first seek commitments not be required to offer the opportunity to participate in respect of any Incremental Facilities from Facility to any existing Lenders, but no existing Lender will have an obligation to make a portion of any Incremental Facility).

Borrower Request. The Borrower may at any time and from time to time after the Closing Amendment No. 5 Effective Date by written notice to the Administrative Agent elect to request the establishment of one or more new term loan facilities with term loan commitments (each, an “Incremental Term Loan Commitment”) or one or more new revolving credit facilities with revolving credit commitments (each, an “Incremental Revolving Loan Facility”) with new revolving commitments or an increase to the existing Revolving Commitments (each, an “Incremental Revolving Commitment” and together ”) in an aggregate principal amount when combined with any the aggregate amount of all Incremental Term Loan CommitmentCommitments under Section 2.4 (excluding, for the “Incremental Facilities”)), in each case, either pari passu with, or junior to, avoidance of doubt the existing Term Loan Facility, in an aggregate amount of the Existing Incremental Term Loans and New Term Loans) not to exceed in excess of (i) $100,000,000; provided, 300,000,000 plus (ii) the maximum amount of additional Loans that could be incurred by the Borrower may incur unlimited at such time without causing the Consolidated Leverage Ratio to be greater than 3.00 to 1.0, calculated after giving pro forma effect to the incurrence of such additional Incremental Facilities so long asamount, on a Pro Forma Basis (assuming that any such Incremental Revolving Loan Commitments are drawn in full and excluding the cash proceeds of any such Incremental Term Loans or Incremental Revolving Loan Commitments and assuming the full amount of any Incremental Revolving Commitments are borrowed (whether or not funded or outstanding) plus (iii) the amount of all prior voluntary terminations of Revolving Commitments) (it being understood and after agreed that unless notified by the Borrower, (I) the Borrower shall be deemed to have utilized, first, amounts of the type described in clause (ii) above prior to the utilization of amounts under clauses (i) or (iii) above and, second, amounts of the type described in clause (iii) above prior to the utilization of amounts under clause (i) above and (II) Loans may be incurred in respect of any or all of clauses (i), (ii) and (iii) above, and the proceeds from any such incurrence in respect of clauses (i), (ii) and (iii) above, may be utilized in a single transaction by, first, calculating the incurrence in respect of clause (ii) above (without giving effect to any acquisitions or Dispositions or repayment incurrence in respect of Indebtedness after the beginning of the relevant determination period but prior to or simultaneous with the borrowing under such Incremental Facility, the First Lien Secured Leverage Ratio clause (as of the date of the most recent financial statements delivered pursuant to Section 6.1(ai) or (biii)), second, calculating the incurrence in respect of clause (iii) above and, third, calculating the incurrence in respect of clause (i) above), and in minimum increments of $10,000,000 (or such lesser minimum increments as the Administrative Agent shall not exceed the First Lien Secured Leverage Ratio as agree in effect on the Closing Date (as calculated, on a Pro Forma Basis for the Transactions, as of the date of the then most recent financial statements of the then last ended fiscal quarterits sole discretion). Each such notice shall specify (i) the date (each, an a “Revolving Commitment Increase Effective Date”) on which the Borrower proposes that the Incremental Facilities Revolving Commitment shall be effective, which shall be a date not less than ten (10) Business Days after the date on which such notice is delivered to the Administrative Agent (or such earlier date as the Administrative Agent shall agree in its sole discretion) and (ii) the identity of each Person (which, if not a Lender, an Approved Fund or an Affiliate of a Lender, shall be reasonably satisfactory to the Administrative AgentAgent and the Issuing Lender) to whom the Borrower proposes any portion of such Incremental Facility Revolving Commitment be allocated and the amounts of such allocations (it being understood that the Borrower shall first seek commitments in respect of Incremental Facilities from existing Lenders, but no existing Lender will have an obligation to make a portion of any Incremental Facility)allocations.

Borrower Request. The Borrower Borrowers may at any time and from time to time after the Closing Date by written notice to the Administrative Agent elect to request the establishment of one or more new Term Loan Commitments under a new term loan facilities with facility or under the existing term loan commitments facility or any increase under an existing tranche of Term Loans (each, an “Incremental Term Loan Commitment”) or one or more new and/or any increase in Revolving Commitments under the then existing revolving credit facilities with revolving credit commitments facility (each, an “Incremental Revolving Loan Commitment” and together with any Incremental Term Loan Commitment, the “Incremental Facilities”)), in each case, either pari passu with, or junior to, the existing Term Loan Facility, in an aggregate amount not to exceed $100,000,000; provided, that the Borrower may incur unlimited additional Maximum Incremental Facilities so long as, on a Pro Forma Basis Amount (assuming that the date of establishment of any such Incremental Facility, an “Increase Effective Date ”); provided that after giving effect to any Incremental Revolving Loan Commitments, the aggregate amount of the Revolving Commitments shall not exceed $40,000,000. Any existing Lender approached to provide all or a portion of such Incremental Term Loan Commitments or Incremental Revolving Loan Commitments may elect or decline, in its sole discretion, to provide such Incremental Term Loan Commitment or Incremental Revolving Loan Commitment, and, to the extent any such Incremental Term Loan Commitments or Incremental Revolving Loan Commitments are drawn in full and excluding not provided by existing Lenders, each Lender providing such commitments shall otherwise constitute an Eligible Assignee hereunder; provided that (i) the cash proceeds of any Administrative Agent shall have consented to such Eligible Assignee providing such Incremental Term Loans Loan Commitment or Incremental Revolving Loan Commitments) and after giving effect to any acquisitions or Dispositions or repayment of Indebtedness after the beginning of the relevant determination period but prior to or simultaneous with the borrowing under such Incremental Facility, the First Lien Secured Leverage Ratio (as of the date of the most recent financial statements delivered pursuant to Section 6.1(a) or (b)) shall not exceed the First Lien Secured Leverage Ratio as in effect on the Closing Date (as calculated, on a Pro Forma Basis for the TransactionsCommitment, as applicable, if such consent would be required under Section 10.04 for an assignment of the date such type of the then most recent financial statements of the then last ended fiscal quarter). Each Loans or Commitments, as applicable, to such notice shall specify (i) the date (each, an “Increase Effective Date”) on which the Borrower proposes that the Incremental Facilities shall be effective, which shall be a date not less than ten (10) Business Days after the date on which such notice is delivered to the Administrative Agent Eligible Assignee and (ii) the identity of each Person (which, if not a Lender, an Approved Fund or an Affiliate of a Lender, any Incremental Facilities to be provided by Sponsor Investors shall be reasonably satisfactory subject to the Administrative Agentterms of Section 10.04(b) as if such Incremental Facilities were being assigned to whom such Sponsor Investor; provided further that the Borrower proposes Borrowers shall offer the opportunity to participate in any portion Incremental Facility first to the existing Lenders on a pro rata basis with respect to their Commitments and Loans outstanding at such time and, to the extent that such existing Lenders have not agreed to provide such Incremental Facilities within ten business days after receiving such offer from the Borrowers on the terms specified by the Borrowers or any arranger of such Incremental Facility be allocated and Facilities, the amounts of Borrowers may then offer such allocations opportunity to other Persons (it being understood that the Borrower shall first seek commitments in respect of Incremental Facilities from which may include existing Lenders, but no existing Lender will have an obligation to make a portion of any Incremental Facility).

Borrower Request. The Borrower may may, at any time and time, or from time to time after the Closing Date on one or more occasions, by written notice to the Administrative Agent elect Agent, request: (i) the establishment of one or more additional revolving credit commitments with terms and conditions identical to request the terms and conditions of any existing Class of Revolving Commitments hereunder (“Increase Revolving Commitments”); provided, that, upfront fees may be paid to Lenders providing such Increase Revolving Commitments; (ii) the establishment of one or more new term loan facilities with term loan tranches of revolving credit commitments (eacha “New Revolving Commitment” and, an together with any Increase Revolving Commitments, the “Incremental Revolving Commitments”); and/or (iii) the establishment of one or more additional Term Loans with terms and conditions identical to the terms and conditions of any existing Class of Term Loans hereunder (“Increase Term Loans” and the related commitments, the “Increase Term Loan CommitmentCommitments”); provided, that, upfront fees or original issue discount may be paid to Lenders providing such Increase Term Loans; and/or (iii) or (iv) the establishment of one or more new revolving credit facilities with revolving credit commitments tranches of term loans (each, an “Incremental Revolving NewIncremental Term Loan Commitment” and together with any Incremental Term Loan Commitmentand, the loans thereunder, the “Incremental FacilitiesTerm Loans” and the related commitments, “New Term Loan Commitments”)), in each case, either pari passu with, or junior to, the existing Term Loan Facility, in an aggregate amount not to exceed $100,000,000; provided, that (x) immediately after giving effect to any such Incremental Revolving Commitments and Incremental Term Loans and the Borrower may incur unlimited additional Incremental Facilities so long asuse of proceeds thereof (including any related acquisition or Investment permitted hereunder), on a Pro Forma Basis Basis, (assuming 1) the Senior Secured Net Debt to Adjusted Total Assets Ratio would not exceed 0.40 to 1.00 and (2) the Total Net Debt to Adjusted Total Assets Ratio would not exceed 0.60 to 1.00; (provided, however, that during a Significant Acquisition Period (or if such Incremental Commitments are being incurred in connection with a Significant Acquisition), the Total Net Debt to Adjusted Total Assets Ratio shall not exceed 0.65 to 1.00) (provided that, for the purposes of such calculation, (A) any such Incremental Revolving Loan Commitments are shall be treated as fully drawn in full and excluding (B) the cash proceeds of any such Incremental Revolving Commitments and Incremental Term Loans shall not be taken into account for any cash netting) and (y) any such request for Incremental Term Loan Commitments or Incremental Revolving Loan Commitments) and after giving effect to any acquisitions or Dispositions or repayment Commitments shall be in a minimum amount of Indebtedness after the beginning of the relevant determination period but prior to or simultaneous with the borrowing under such Incremental Facility, the First Lien Secured Leverage Ratio (as of the date of the most recent financial statements delivered pursuant to Section 6.1(a) or (b)) shall not exceed the First Lien Secured Leverage Ratio as in effect on the Closing Date (as calculated, on a Pro Forma Basis for the Transactions, as of the date of the then most recent financial statements of the then last ended fiscal quarter)$50,000,000. Each such notice shall specify (i) the date (each, an “Increase Effective Date”) on which the Borrower proposes that the Incremental Facilities shall be effective, which shall be a date not less than ten (10) Business Days after the date on which such notice is delivered to the Administrative Agent and (ii) the identity of each Person Eligible Assignee (which, if not a and any existing Lender, an Approved Fund or an Affiliate of a Lender, shall be reasonably satisfactory to the Administrative Agent) to whom the Borrower proposes any portion of such Incremental Facility Commitments be allocated and the amounts of such allocations allocations; provided, that (it being understood that the Borrower shall first seek commitments in respect of Incremental Facilities from existing Lenders, but no A) any existing Lender will have an obligation approached to make provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide all or any portion of such Incremental FacilityCommitment offered to it and (B) any Eligible Assignee that is not an existing Lender which agrees to make available an Incremental Commitment shall be approved by the Administrative Agent (such approval not to be unreasonably withheld or delayed) (each Incremental Lender or existing Lender which agrees to make available an Incremental Commitment shall be referred to as an “Incremental Lender”). Any ratio calculated under this proviso to this clause (a) for purposes of determining the amount of Incremental Revolving Commitments and Incremental Term Loans permitted hereunder shall be calculated subject to Section 1.07 to the extent applicable and, if the proceeds of the relevant Incremental Commitments will be applied to finance a Limited Condition Transaction, compliance with the Senior Secured Net Debt to Adjusted Total Assets Ratio and Total Net Debt to Adjusted Total Assets Ratio will be determined in accordance with Section 1.08.

Borrower Request. The Borrower may at any time and from time to time after the Closing Acquisition Effective Date by written notice to the Administrative Agent elect to request the establishment of one or more new term loan facilities or an increase in any existing tranche of Term Loans (each, an “Incremental Term Facility”) with term loan commitments (each, an “Incremental Term Loan Commitment”) or one or more new revolving credit facilities in an aggregate principal amount, when combined with revolving credit commitments (each, an “Incremental Revolving Loan Commitment” and together with any the aggregate amount of all Incremental Term Loan CommitmentCommitments, Incremental Term Loans and Incremental Revolving Commitments under Section 3.16 and all Incremental Equivalent Debt under Section 2.5, not in excess of the “Incremental Facilities”)), in each case, either pari passu with, or junior to, greater of (i) $500,000,000 and (ii) an amount equal to the existing Term Loan Facility, in an aggregate maximum amount not to exceed $100,000,000; provided, of additional Loans that could be incurred by the Borrower may incur unlimited at such time without causing the First Lien Net Leverage Ratio to be greater than 1.50 to 1.00, calculated after giving pro forma effect to the incurrence of such additional Incremental Facilities so long asamount, on a Pro Forma Basis provided that (assuming that any such Incremental Revolving Loan Commitments are drawn in full and excluding A) the cash proceeds of any such Incremental Term Loans or Incremental Revolving Loan CommitmentsCommitments shall be excluded for the purposes of cash netting from Indebtedness in such calculations, (B) assuming the full amount of any Incremental Revolving Commitments are borrowed (whether or not funded or outstanding) and after giving effect to any acquisitions or Dispositions or repayment of Indebtedness after the beginning (C) all Incremental Term Facilities, Incremental Revolving Commitments, Incremental Equivalent Debt and permitted refinancings of the relevant determination period but prior foregoing shall be included in the numerator of such First Lien Net Leverage Ratio calculation regardless of whether, or to what extent secured, and in minimum increments of $10,000,000 or simultaneous with integral multiples of $1,000,000 in excess thereof (or such lesser minimum increments as the borrowing under such Incremental FacilityAdministrative Agent shall agree in its sole discretion) (the foregoing amount, the First Lien Secured Leverage Ratio (as of the date of the most recent financial statements delivered pursuant to Section 6.1(a) or (b)) shall not exceed the First Lien Secured Leverage Ratio as in effect on the Closing Date (as calculated, on a Pro Forma Basis for the Transactions, as of the date of the then most recent financial statements of the then last ended fiscal quarter“Available Incremental Amount”). Each such notice shall specify (i) the date (each, an a “Term Loan Increase Effective Date”) on which the Borrower proposes that the Incremental Facilities Term Loan Commitment shall be effective, which shall be a date not less than ten (10) Business Days after the date on which such notice is delivered to the Administrative Agent (or such earlier date as the Administrative Agent shall agree in its sole discretion) and (ii) the identity of each Person (which, if not a Lender, an Approved Fund or an Affiliate of a Lender, shall be reasonably satisfactory to the Administrative Agent) to whom the Borrower proposes any portion of such Incremental Facility Term Loan Commitment be allocated and the amounts of such allocations (it being understood that the Borrower shall first seek commitments in respect of Incremental Facilities from existing Lenders, but no existing Lender will have an obligation to make a portion of any Incremental Facility)allocations.

Borrower Request. The Borrower may at any time and from time to time after the Closing Date by written notice to the Administrative Agent elect to request the establishment of (i) one or more new term loan facilities or an increase in any existing tranche of Term Loans (each, an “Incremental Term Facility”) with new term loan commitments (each, an “Incremental Term Loan Commitment”) or (ii) one or more new revolving credit facilities with loan facility or, after establishment, an increase in such revolving credit commitments loan facility (eachsuch increase, an “Incremental Revolving Loan CommitmentIncrease” and the initial or subsequent commitments thereunder, an “Incremental Revolving Commitment”; and, together with any the Incremental Term Loan CommitmentFacilities, collectively referred to as the “Incremental FacilitiesFacility”))) in an aggregate principal amount not in excess of the sum of: (i) the greater of (x) $50,000,000 and (y) 75% of Consolidated EBITDA on a Pro Forma Basis as of the last day of the most recently ended Test Period for which financial statements have been delivered under Section 5.1(a) or (b) plus (ii) the aggregate amount of all voluntary prepayments of (A) Term Loans and (B) Incremental Revolving Loans with a corresponding permanent reduction of the Incremental Revolving Commitments (to the extent not financed with the proceeds from the incurrence of long-term Indebtedness) plus (iii) an unlimited amount of additional Loans that could be incurred by the Borrower at such time without causing (A) in the case of any Incremental Facility that is secured by the Collateral on a pari passu basis with the Initial Term Loans or on a junior lien basis with the Initial Term Loans, the Consolidated Senior Secured Net Leverage Ratio to be greater than (1) 4.50 to 1.00, if secured on a pari passu basis with the Initial Term Loans or (2) 5.00 to 1.00, if secured on a junior basis with the Term Loans, or (B) in the case of any Incremental Facility that is unsecured, the Consolidated Total Net Leverage Ratio to be greater than (1) 5.50 to 1.00, in each case, either pari passu with, or junior to, the existing Term Loan Facility, in an aggregate amount not to exceed $100,000,000; provided, that the Borrower may incur unlimited additional Incremental Facilities so long as, on a calculated after giving Pro Forma Basis (assuming that any Effect to the incurrence of such Incremental Revolving Loan Commitments are drawn in full additional amount and the use of proceeds thereof, excluding the cash proceeds of any such Incremental Term Loans or Incremental Revolving Loan CommitmentsCommitments and assuming the full amount of any Incremental Revolving Commitments are borrowed (whether or not funded or outstanding); provided, for purposes of this clause (iii), if Consolidated EBITDA is negative for the applicable Reference Period for purposes of calculating the Consolidated Senior Secured Net Leverage Ratio or the Consolidated Total Net Leverage Ratio, as the case may be, no amount shall be available under this clause (iii) for any purpose, minus the aggregate initial principal amount of any Incremental Equivalent Debt incurred pursuant to Section 2.25 (it being understood and agreed that unless notified by the Borrower, (I) the Borrower shall be deemed to have utilized, amounts of the type described in clause (iii) above prior to the utilization of amounts under clauses (i) or (ii) above and (II) Loans may be incurred in respect of any or all of clauses (i), (ii) and after (iii) above, and the proceeds from any such incurrence in respect of clauses (i), (ii) and (iii) above, may be utilized in a single transaction by, first, calculating the incurrence in respect of clause (iii) above (without giving effect to any acquisitions incurrence in respect of clause (i) or Dispositions or repayment (ii)), second, calculating the incurrence in respect of clause (ii) above and, third, calculating the incurrence in respect of clause (i) above); provided that the Borrower may redesignate any such Indebtedness originally designated as incurred pursuant to clause (i) above if, at the time of such redesignation, the Borrower would be permitted to incur under clause (iii) the aggregate principal amount of Indebtedness after being so redesignated (for purposes of clarity, with any such redesignation having the beginning effect of increasing the relevant determination period but prior Borrower’s ability to or simultaneous with the borrowing incur indebtedness under such Incremental Facility, the First Lien Secured Leverage Ratio clause (i) above as of the date of such redesignation by the most recent financial statements delivered pursuant amount of such Indebtedness so redesignated); and in minimum increments of $5,000,000 (or such lesser minimum increments as the Administrative Agent shall agree in its sole discretion) (the foregoing amount, the “Available Incremental Amount”). Notwithstanding anything in this Agreement to Section 6.1(a) the contrary, any Incremental Term Loans the proceeds of which are used to repay or (b)) otherwise redeem, repurchase or retire Term Loans shall not exceed the First Lien Secured Leverage Ratio as in effect on the Closing Date (as calculated, on a Pro Forma Basis for the Transactions, as utilize any portion of the date of Available Incremental Amount and shall not reduce the then most recent financial statements of the then last ended fiscal quarter)Available Incremental Amount. Each such notice shall specify (i) the date (each, an “Increase Incremental Facility Effective Date”) on which the Borrower proposes that commitments under the applicable Incremental Facilities Facility shall be effective, which shall be a date not less than ten (10) Business Days after the date on which such notice is delivered to the Administrative Agent (or such earlier date as the Administrative Agent shall agree in its sole discretion) and (ii) the identity of each Person (which, if not a Lender, an Approved Fund or an Affiliate of a Lender, shall be reasonably satisfactory to the Administrative Agent) to whom the Borrower proposes any portion of such Incremental Facility Term Loan Commitment or Incremental Revolving Commitment, as applicable, be allocated and the amounts of such allocations (it being understood that the Borrower shall first seek commitments in respect of Incremental Facilities from existing Lenders, but no existing Lender will have an obligation to make a portion of any Incremental Facility)allocations.

Borrower Request. The Borrower may at At any time and from time to time after the later of (A) the Closing Date and (B) the earlier of (x) the completion of a Successful Syndication (as defined in the Fee Letter) and (y) 60 days after the Closing Date, the Borrower may by written notice to the Administrative Agent elect to request the establishment of (i) one or more new term loan facilities with term loan commitments Term Commitments or increases in the amount of the Term Commitments (each, an “Incremental Term Loan Commitment” and loans pursuant thereto “Incremental Term Loans”) or one (ii) revolving commitments under a Revolving Credit Facility or more new revolving credit facilities with revolving credit commitments increases in the amount of the Revolving Commitments in respect of a Revolving Credit Facility (each, an “Incremental Revolving Loan Commitment” and together loans pursuant thereto “Incremental Revolving Loans” and, collectively with any the Incremental Term Loans, “Incremental Loans”; the Incremental Term Loan Commitment, the Commitments and Incremental Revolving Commitments are referred to herein as “Incremental FacilitiesCommitments”)), in each case, either pari passu with, or junior to, the existing Term Loan Facility, in an aggregate amount not to exceed $100,000,000; provided, that the Borrower may incur unlimited additional Incremental Facilities so long as, on a Pro Forma Basis (assuming that any such Incremental Revolving Loan Commitments are drawn in full and excluding the cash proceeds of any such Incremental Term Loans or Incremental Revolving Loan Commitments) and after giving effect to any acquisitions or Dispositions or repayment of Indebtedness after the beginning of the relevant determination period but prior to or simultaneous with the borrowing under such Incremental Facility, the First Lien Secured Leverage Ratio (as of the date of the most recent financial statements delivered pursuant to Section 6.1(a) or (b)) shall not exceed the First Lien Secured Leverage Ratio as in effect on the Closing Date (as calculated, on a Pro Forma Basis for the Transactions, as of the date of the then most recent financial statements of the then last ended fiscal quarter). Each such notice shall specify (ix) the date (each, an “Increase Effective Date”) on which the Borrower proposes that the Incremental Facilities increased or new Commitments shall be effective, which shall be a date not less than ten (10) five Business Days (or such lesser period as may be consented to by the Administrative Agent) after the date on which such notice is delivered to the Administrative Agent and (iiy) the identity of each Person (which, if not a Lender, an Approved Fund or an Affiliate of a Lender, shall be reasonably satisfactory to the Administrative Agent) Eligible Assignee to whom the Borrower proposes any portion of such Incremental Facility increased or new Commitments be allocated and the amounts of such allocations (it being understood allocations; provided that the Borrower shall first seek commitments in respect of Incremental Facilities from existing Lenders, but no any existing Lender will have an obligation approached to make provide all or a portion of any the increased or new Commitments may elect or decline, in its sole discretion, to provide such increased or new Commitment; provided further that the consent (not to be unreasonably withheld, conditioned or delayed) of the Administrative Agent with respect to the Persons providing such Incremental Facility)Loans, Incremental Term Loan Commitments or Incremental Revolving Commitments shall be required.

Borrower Request. The Borrower may at any time and from time to time after the Closing Date by written notice to the Administrative Agent elect to request prior to the establishment of one or more new term loan facilities with term loan commitments (eachMaturity Date for the Revolving Credit Facility, an “Incremental Term Loan Commitment”) or one or more new revolving credit facilities with revolving credit commitments increase to the existing Commitments (each, an “Incremental Revolving Loan Commitment” and together with any Incremental Term Loan Commitment, the “Incremental Facilities”)), in each case, either pari passu with, or junior to, the existing Term Loan Facility, in by an aggregate amount not in excess of the lesser of (x) $250,000,000 and (y) an amount that, after giving pro forma effect to exceed $100,000,000; provided, that the Borrower may incur unlimited additional incurrence of such Incremental Facilities so long as, on a Pro Forma Basis Revolving Commitment (assuming that any such Incremental Revolving Loan Commitments are drawn in full and excluding the cash proceeds of any such Incremental Term Loans or Incremental Revolving Loan CommitmentsCommitment is fully drawn) and after giving effect to any acquisitions or Dispositions or repayment of Indebtedness after the beginning application of the relevant determination period but prior to or simultaneous with the borrowing under such Incremental Facilityproceeds therefrom, the First Lien Secured would not result in a Consolidated Net Leverage Ratio greater than the then applicable ratio specified in Section 7.11(b) less 0.50 to 1.00 (as determined on the basis of the date of financial information most recently delivered to the most recent financial statements delivered Administrative Agent and the Lenders pursuant to Section 6.1(a6.01(a) or (b)) shall not exceed the First Lien Secured Leverage Ratio as in effect on the Closing Date (as calculated, on a Pro Forma Basis for the Transactions, though such Incremental Revolving Commitment had been consummated as of the date first day of the then most recent financial statements of the then last ended fiscal quarterperiod covered thereby). Each such notice shall specify (i) the date (each, an “Increase Effective Date”) on which the Borrower proposes that the Incremental Facilities Commitments shall be effective, which shall be a date not less than ten (10) 10 Business Days after the date on which such notice is delivered to the Administrative Agent and (ii) the identity of each Person (which, if not a Lender, an Approved Fund or an Affiliate of a Lender, shall be reasonably satisfactory to the Administrative Agent) Eligible Assignee to whom the Borrower proposes any portion of such Incremental Facility Commitments be allocated and the amounts of such allocations allocations; provided that any existing Lender approached to provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide such Incremental Commitment. Each Incremental Commitment shall be in an aggregate amount of $10,000,000 or any whole multiple of $500,000 in excess thereof (it being understood provided that such amount may be less than $10,000,000 if such amount represents all remaining availability under the Borrower shall first seek commitments aggregate limit in respect of Incremental Facilities from existing Lenders, but no existing Lender will have an obligation to make a portion of any Incremental FacilityCommitments set forth in above).

Borrower Request. The Borrower may at any time and from time to time after the Closing Date by written notice to the Administrative Agent (the “Incremental Request”) elect to request request: (i) upon the consummation of the IPO and during the IPO Incremental Availability Period, an increase to the existing Commitments (each, an “IPO Incremental Revolving Commitment”, and the Loans thereunder, the “IPO Incremental Revolving Loans” and the “IPO Incremental Commitments”), by an incremental aggregate amount not in excess of $100,000,000 for total Revolving Loan Commitments, after giving effect to any IPO Incremental Revolving Commitment, of up to $250,000,000; and (ii) following the IPO and the Increase Effective Date with respect to the IPO Incremental Commitments but prior to the Final Loan Maturity Date, an increase to the existing Commitments then in effect (each, an “Additional Incremental Revolving Commitment”, and the Loans thereunder, the “Additional Incremental Revolving Loans”) and/or (y) the establishment of one or more new term loan facilities with term loan commitments (each, an “Additional Incremental Term Loan Commitment” (and the Loans thereunder, the “Additional Incremental Term Loans”) or one or more new revolving credit facilities with revolving credit commitments (each, an “Incremental Revolving Loan Commitment” and together with any the Additional Incremental Term Loan CommitmentRevolving Commitments, the “Additional Incremental FacilitiesCommitments”)), in each case, either pari passu with, or junior to, the existing Term Loan Facility, in by an aggregate amount not to exceed $100,000,000; provided, that the Borrower may incur unlimited additional Incremental Facilities so long as, on a Pro Forma Basis . (assuming that any such Incremental Revolving Loan Commitments are drawn in full and excluding the cash proceeds of any such Incremental Term Loans or Incremental Revolving Loan Commitmentsiii) and after giving effect to any acquisitions or Dispositions or repayment of Indebtedness after the beginning of the relevant determination period but prior to or simultaneous with the borrowing under such Incremental Facility, the First Lien Secured Leverage Ratio (as of the date of the most recent financial statements delivered pursuant to Section 6.1(a) or (b)) shall not exceed the First Lien Secured Leverage Ratio as in effect on the Closing Date (as calculated, on a Pro Forma Basis for the Transactions, as of the date of the then most recent financial statements of the then last ended fiscal quarter). Each each such notice shall specify (i) the date (each, an “Increase Effective Date”) on which the Borrower proposes that the applicable Incremental Facilities Commitments shall be effective, which shall be a date not less than ten three (103) Business Days after the date on which such notice is delivered to the Administrative Agent and (ii) the identity of each Person (which, if not a Lender, an Approved Fund or an Affiliate of a Lender, shall be reasonably satisfactory to the Administrative Agent) Eligible Assignee to whom the Borrower proposes any portion of such Incremental Facility Commitments be allocated and the amounts of such allocations allocations; provided that any existing Lender approached to provide all or a portion of the Additional Incremental Commitments may elect or decline, in its sole discretion, to provide such Additional Incremental Commitment. Each Incremental Commitment shall be in an aggregate amount of at least $1,000,000 (it being understood provided that such amount may be less than $1,000,000 if such amount represents all remaining availability under the Borrower shall first seek commitments aggregate limit in respect of applicable Incremental Facilities from existing Lenders, but no existing Lender will have an obligation to make a portion of any Incremental FacilityCommitments set forth in above).

Borrower Request. The Borrower may at any time and from time to time after the Closing Date by written notice to the Lenders through the Administrative Agent elect to request the establishment of one or more new term loan facilities with term bridge loan commitments (each, an a “Incremental Term Bridge Loan Commitment”) or one or more new revolving credit facilities with revolving credit commitments (each, an “Incremental Revolving Loan Commitment” and together with any Incremental Term Loan Commitment, the “Incremental Facilities”)), in each case, either pari passu with, or junior to, the existing Term Loan Facility, in an aggregate amount not to exceed $100,000,000; provided, that the Borrower may incur unlimited additional Incremental Facilities so long as, on a Pro Forma Basis (assuming that any such Incremental Revolving Loan Commitments are drawn in full and excluding the cash proceeds of any such Incremental Term Loans or Incremental Revolving Loan Commitments) and after giving effect to any acquisitions or Dispositions or repayment of Indebtedness after the beginning of the relevant determination period but prior to or simultaneous with the borrowing under such Incremental Facility, the First Lien Secured Leverage Ratio (as of the date of the most recent financial statements delivered pursuant to Section 6.1(a) or (b)) shall not exceed the First Lien Secured Leverage Ratio as in effect on the Closing Date (as calculated, on a Pro Forma Basis for the Transactions, as of the date of the then most recent financial statements of the then last ended fiscal quarter). Each such notice shall specify shall: (i) specify the anticipated date (each, an “Increase Effective Date”) on which the Borrower proposes that the Incremental Facilities Bridge Loan Commitments shall be effective, which shall be a date not less than ten (10) Business Days 45 days after the date on which such notice is delivered to the Administrative Agent and Agent; (ii) specify the identity of each Person (which, if not a Lender, an Approved Fund or an Affiliate of a Lender, shall be reasonably satisfactory to the Administrative Agent) Eligible Assignee to whom the Borrower proposes any portion of such Incremental Facility Bridge Loan Commitments be allocated and the amounts of such allocations allocations; (it being understood that iii) include reasonably detailed information about the Borrower shall first seek commitments anticipated source of the Bridge Take Out; (iv) include an update to the most recently updated Base Case Projections reflecting only Prior Projection Updates, the Bridge Loan Commitments, the expected or actual date of Substantial Completion, the expected or actual Conversion Date, changes to projected interest rates, the terms and conditions of the Bridge Take Out and calculations of any anticipated TE Commitment Reduction Amount, Bridge Commitment Reduction Amount, the TE Oversizing Amount, the Bridge Oversizing Amount, the Bridge Prepayment Amount, and the TE Term Loan Prepayment Amount (as applicable) (and holding all other inputs and assumptions in such Base Case Projections constant); and (v) include an initial proposed draft of the Increase Joinder in respect of Incremental Facilities from the Bridge Loan Commitment. The aggregate Bridge Loan Commitments for any Lender shall be in an aggregate amount of not less than $30,000,000 and whole multiples of $1,000,000 in excess thereof. The Administrative Agent may elect or decline to arrange such Bridge Loan Commitments in its sole discretion and each Lender may elect or decline, in its sole discretion, to provide a Bridge Loan Commitment in an amount equal to its pro rata share of the aggregate Term Loan Commitments among all Lenders electing to provide a Bridge Loan Commitment; and, if any of the existing Lenders, but no existing Lender will have an obligation Lenders decline to make a provide any portion of such Bridge Loan Commitment, or if any Incremental Facilityof the Lenders do not respond in writing within ten Business Days after being notified by Borrower of such request, the Borrower may offer such portion of the Bridge Loan Commitment to any other Person that is an Eligible Assignee; provided further that if the Administrative Agent declines to arrange the Bridge Loan Commitment in accordance with this Section 2.22(a), the Borrower may designate any arranger it may deem appropriate. The Administrative Agent shall notify Lenders promptly upon receipt of the Borrower’s notice of the Increase Effective Date and in respect thereof the Bridge Loan Commitments and applicable Lenders holding such Commitments.

Borrower Request. The Borrower may at any time and from time to time after the Closing Subsequent First Amendment Effective Date by written notice to the Administrative Agent elect to request the establishment of one or more new term loan facilities or an increase in any existing tranche of Term Loans (each, an “Incremental Term Facility”) with term loan commitments (each, an “Incremental Term Loan Commitment”) or one or more new revolving credit facilities in an aggregate principal amount, when combined with revolving credit commitments (each, an “Incremental Revolving Loan Commitment” and together with any the aggregate amount of all Incremental Term Loan CommitmentCommitments, Incremental Term Loans and Incremental Revolving Commitments under Section 3.16 and all Incremental Equivalent Debt under Section 2.5, not in excess of (i) an amount equal to the “Incremental Facilities”maximum amount of additional Loans that could be incurred by the Borrower at such time without causing the First Lien Net Leverage Ratio to be greater than 1.50 to 1.00, calculated after giving pro forma effect to the incurrence of such additional amount (but without giving effect to any amounts incurred under the immediately following clause (ii)), in each case, either pari passu with, or junior to, the existing Term Loan Facility, in an aggregate amount not to exceed $100,000,000; provided, provided that the Borrower may incur unlimited additional Incremental Facilities so long as, on a Pro Forma Basis (assuming that any such Incremental Revolving Loan Commitments are drawn in full and excluding A) the cash proceeds of any such Incremental Term Loans or Incremental Revolving Loan CommitmentsCommitments shall be excluded for the purposes of cash netting from Indebtedness in such calculations, (B) assuming the full amount of any Incremental Revolving Commitments are borrowed (whether or not funded or outstanding) and after giving effect to any acquisitions or Dispositions or repayment of Indebtedness after the beginning (C) all Incremental Term Facilities, Incremental Revolving Commitments, Incremental Equivalent Debt and permitted refinancings of the relevant determination period but prior foregoing shall be included in the numerator of such First Lien Net Leverage Ratio calculation regardless of whether, or to what extent secured, plus (ii) $500,000,000, and in minimum increments of $10,000,000 or simultaneous with integral multiples of $1,000,000 in excess thereof (or such lesser minimum increments as the borrowing under such Incremental FacilityAdministrative Agent shall agree in its sole discretion) (the foregoing amount, the First Lien Secured Leverage Ratio (as of the date of the most recent financial statements delivered pursuant to Section 6.1(a) or (b)) shall not exceed the First Lien Secured Leverage Ratio as in effect on the Closing Date (as calculated, on a Pro Forma Basis for the Transactions, as of the date of the then most recent financial statements of the then last ended fiscal quarter“Available Incremental Amount”). Each such notice shall specify (i) the date (each, an a “Term Loan Increase Effective Date”) on which the Borrower proposes that the Incremental Facilities Term Loan Commitment shall be effective, which shall be a date not less than ten (10) Business Days after the date on which such notice is delivered to the Administrative Agent (or such earlier date as the Administrative Agent shall agree in its sole discretion) and (ii) the identity of each Person (which, if not a Lender, an Approved Fund or an Affiliate of a Lender, shall be reasonably satisfactory to the Administrative Agent) to whom the Borrower proposes any portion of such Incremental Facility Term Loan Commitment be allocated and the amounts of such allocations (it being understood that the Borrower shall first seek commitments in respect of Incremental Facilities from existing Lenders, but no existing Lender will have an obligation to make a portion of any Incremental Facility)allocations.

Borrower Request. The Borrower may at any time and from time to time after the Closing Amendment No. 5 Effective Date by written notice to the Administrative Agent elect to request the establishment of one or more new term loan facilities or an increase in any existing tranche of Term Loans (each, an “Incremental Term Facility”) with term loan commitments (each, an “Incremental Term Loan Commitment”) or one or more new revolving credit facilities in an aggregate principal amount (excluding, for the avoidance of doubt, the aggregate principal amount of the Existing Incremental Term Loans and the New Term Loans) when combined with revolving credit commitments (each, an “the aggregate amount of Incremental Revolving Loan Commitment” and together with any Incremental Term Loan Commitment, Commitments under Section 3.16,3.16 (other than those issued pursuant to clause (iii) of the “Incremental Facilities”first sentence of Section 3.16(a)), not in each case, either pari passu with, or junior to, excess of (i) $300,000,000 plus (ii) the existing Term Loan Facility, in an aggregate maximum amount not to exceed $100,000,000; provided, of additional Loans that could be incurred by the Borrower may incur unlimited at such time without causing the Consolidated Leverage Ratio to be greater than 3.00 to 1.0, calculated after giving pro forma effect to the incurrence of such additional Incremental Facilities so long asamount, on a Pro Forma Basis (assuming that any such Incremental Revolving Loan Commitments are drawn in full and excluding the cash proceeds of any such Incremental Term Loans or Incremental Revolving Loan CommitmentsCommitments and assuming the full amount of any Incremental Revolving Commitments are borrowed (whether or not funded or outstanding) (it being understood and agreed that unless notified by the Borrower, (I) the Borrower shall be deemed to have utilized amounts of the type described in clause (ii) above prior to the utilization of amounts under clause (i) above and (II) Loans may be incurred in respect of both clauses (i) and after (ii) above, and the proceeds from any such incurrence in respect of both clauses (i) and (ii) above may be utilized in a single transaction by first calculating the incurrence in respect of clause (ii) above (without giving effect to any acquisitions incurrence in respect of clause (i) and then calculating the incurrence in respect of clause (i) above) and in minimum increments of $10,000,000 (or Dispositions or repayment of Indebtedness after such lesser minimum increments as the beginning of the relevant determination period but prior to or simultaneous with the borrowing under such Incremental Facility, the First Lien Secured Leverage Ratio (as of the date of the most recent financial statements delivered pursuant to Section 6.1(a) or (b)) Administrative Agent shall not exceed the First Lien Secured Leverage Ratio as agree in effect on the Closing Date (as calculated, on a Pro Forma Basis for the Transactions, as of the date of the then most recent financial statements of the then last ended fiscal quarterits sole discretion). Each such notice shall specify (i) the date (each, an a “Term Loan Increase Effective Date”) on which the Borrower proposes that the Incremental Facilities Term Loan Commitment shall be effective, which shall be a date not less than ten (10) Business Days after the date on which such notice is delivered to the Administrative Agent (or such earlier date as the Administrative Agent shall agree in its sole discretion) and (ii) the identity of each Person (which, if not a Lender, an Approved Fund or an Affiliate of a Lender, shall be reasonably satisfactory to the Administrative Agent) to whom the Borrower proposes any portion of such Incremental Facility Term Loan Commitment be allocated and the amounts of such allocations (it being understood that the Borrower shall first seek commitments in respect of Incremental Facilities from existing Lenders, but no existing Lender will have an obligation to make a portion of any Incremental Facility)allocations.

Borrower Request. The Borrower may at any time and from time to time after the Closing Ninth Amendment Effective Date by written notice to the Administrative Agent elect to request the establishment of one or more new term loan facilities or an increase in any existing tranche of Term Loans (each, an “Incremental Term Facility”) with term loan commitments (each, an “Incremental Term Loan Commitment”) or one or more new revolving credit facilities in an aggregate principal amount, when combined with revolving credit commitments (each, an “Incremental Revolving Loan Commitment” and together with any the aggregate amount of all Incremental Term Loan CommitmentCommitments, Incremental Term Loans and Incremental Revolving Commitments under Section 3.16 and all Incremental Equivalent Debt under Section 2.5, not in excess of (i) an amount equal to the “Incremental Facilities”maximum amount of additional Loans that could be incurred by the Borrower at such time without causing the First Lien Net Leverage Ratio to be greater than 2.25 to 1.00, calculated after giving pro forma effect to the incurrence of such additional amount (but without giving effect to any amounts incurred under the immediately following clause (ii)), in each case, either pari passu with, or junior to, the existing Term Loan Facility, in an aggregate amount not to exceed $100,000,000; provided, provided that the Borrower may incur unlimited additional Incremental Facilities so long as, on a Pro Forma Basis (assuming that any such Incremental Revolving Loan Commitments are drawn in full and excluding A) the cash proceeds of any such Incremental Term Loans or Incremental Revolving Loan CommitmentsCommitments shall be excluded for the purposes of cash netting from Indebtedness in such calculations, (B) assuming the full amount of any Incremental Revolving Commitments are borrowed (whether or not funded or outstanding) and after giving effect to any acquisitions or Dispositions or repayment of Indebtedness after the beginning (C) all Incremental Term Facilities, Incremental Revolving Commitments, Incremental Equivalent Debt and permitted refinancings of the relevant determination period but prior foregoing shall be included in the numerator of such First Lien Net Leverage Ratio calculation regardless of whether, or to what extent secured, plus (ii) greater of (A) $1,150,000,000 and (B) 100% of Consolidated EBITDA and in minimum increments of $10,000,000 or simultaneous with integral multiples of $1,000,000 in excess thereof (or such lesser minimum increments as the borrowing under such Incremental FacilityAdministrative Agent shall agree in its sole discretion) (the foregoing amount, the First Lien Secured Leverage Ratio (as of the date of the most recent financial statements delivered pursuant to Section 6.1(a) or (b)) shall not exceed the First Lien Secured Leverage Ratio as in effect on the Closing Date (as calculated, on a Pro Forma Basis for the Transactions, as of the date of the then most recent financial statements of the then last ended fiscal quarter“Available Incremental Amount”). Each such notice shall specify (i) the date (each, an a “Term Loan Increase Effective Date”) on which the Borrower proposes that the Incremental Facilities Term Loan Commitment shall be effective, which shall be a date not less than ten (10) Business Days after the date on which such notice is delivered to the Administrative Agent and (ii) the identity of each Person (which, if not a Lender, an Approved Fund or an Affiliate of a Lender, shall be reasonably satisfactory to the Administrative Agent) to whom the Borrower proposes any portion of such Incremental Facility be allocated and the amounts of such allocations (it being understood that the Borrower shall first seek commitments in respect of Incremental Facilities from existing Lenders, but no existing Lender will have an obligation to make a portion of any Incremental Facility).ten

Borrower Request. The Borrower Parent may at any time and from time to time after the Closing Date by written notice to the Administrative Agent elect to request the establishment of one or more new term loan facilities with term loan commitments Term Loan Commitments (each, an “Incremental Term Loan 83 Commitment”) by an amount not less than [*] individually and, in the aggregate for all such requests, not to exceed [*] (it being understood and agreed, for the avoidance of doubt, that such amount shall not be increased by the amount of any prepayment or one or more new revolving credit facilities with revolving credit commitments (each, an “Incremental Revolving Loan Commitment” and together with any repayment of the Term Loans); provided that no such Incremental Term Loan Commitment, the “Incremental Facilities”)), Commitments (other than in each case, either pari passu with, or junior to, the existing Term Loan Facility, in an aggregate amount not to exceed $100,000,000; provided, that the Borrower respect of Conversion Date Indebtedness) may incur unlimited additional Incremental Facilities so long as, on a Pro Forma Basis (assuming that any such Incremental Revolving Loan Commitments are drawn in full and excluding the cash proceeds of any such Incremental Term Loans or Incremental Revolving Loan Commitments) and after giving effect to any acquisitions or Dispositions or repayment of Indebtedness after the beginning of the relevant determination period but be incurred prior to or simultaneous with the borrowing under such Incremental Facility, the First Lien Secured Leverage Ratio (as of the date of the most recent financial statements delivered pursuant to Section 6.1(a) or (b)) shall not exceed the First Lien Secured Leverage Ratio as in effect on the Closing Date (as calculated, on a Pro Forma Basis for the Transactions, as of the date of the then most recent financial statements of the then last ended fiscal quarter)Conversion Anniversary Date. Each Any such notice shall specify (i) the date (each, an “Increase Effective Date”) on which the Borrower Parent proposes that the Incremental Facilities Term Loan Commitments shall be effective, which shall be a date not less than ten fifteen (1015) Business Days after the date on which such notice is delivered to the Administrative Agent (or such shorter time as agreed by the Borrower and the Required Lenders), (ii) the identity proposed size and terms of such Incremental Term Loan Commitments and (iii) offer each Person (which, if not a Lender, an Approved Fund or an Affiliate Lender the opportunity to subscribe for its pro rata share of a Lender, shall be reasonably satisfactory to the Administrative Agent) to whom the Borrower proposes Incremental Term Loan Commitments. If any portion of the Incremental Term Commitments offered to the Lenders as contemplated in the immediately preceding sentence is not subscribed for by the Lenders within five (5) Business Days of receipt of such Incremental Facility be allocated notice (or such shorter time as agreed by the Borrower and the amounts Required Lenders), the Borrowers may, with the consent of the Administrative Agent as to any bank or financial institution that is not at such allocations time a Lender (it being understood that the Borrower which consent shall first seek commitments in respect of Incremental Facilities from existing Lendersnot be unreasonably withheld or delayed), but no offer to any existing Lender will have an obligation or to make one or more additional banks or financial institutions the opportunity to provide all or a portion of any such unsubscribed portion of the Incremental Facility)Term Loan Commitments. Any existing Lender approached to provide all or a portion of the Incremental Term Loan Commitments may elect or decline, in its sole discretion, to provide such Incremental Term Loan Commitment.

Borrower Request. The Borrower may at any time and from time to time after the Closing Date by written notice to the Administrative Agent elect to request the establishment of (i) one or more new term loan facilities or an increase in any existing tranche of Term Loans (each, an “Incremental Term Facility”) with new term loan commitments (each, an “Incremental Term Loan Commitment”) or (ii) one or more new revolving credit facilities with loan facility or, after establishment, an increase in such revolving credit commitments loan facility (eachsuch increase, an “Incremental Revolving Loan CommitmentIncrease” and the initial or subsequent commitments thereunder, an “Incremental Revolving Commitment”; and, together with any the Incremental Term Loan CommitmentFacilities, collectively referred to as the “Incremental FacilitiesFacility”))) in an aggregate principal amount not in excess of the sum of: (i) the greater of (x) $100,000,000 and (y) 75% of Consolidated EBITDA on a Pro Forma Basis as of the last day of the most recently ended Test Period for which financial statements have been delivered under Section 5.1(a) or (b) plus (ii) the aggregate amount of all voluntary prepayments, other than the Extension Voluntary Prepayment, of (A) Term Loans and (B) Incremental Revolving Loans with a corresponding permanent reduction of the Incremental Revolving Commitments (to the extent not financed with the proceeds from the incurrence of long-term Indebtedness and which may not be secured on a pari passu basis with the Initial Term Loans and the 2022 Term Loans) plus (iiiii ) an unlimited amount of additional Loans that could be incurred by the Borrower at such time without causing (A) in the case of any Incremental Facility that is secured by the Collateral on a pari passu basis with the Initial Term Loans or on a junior lien basis with the Initial Term Loans or 2022 Term Loans, the Consolidated Senior Secured Net Leverage Ratio to be greater than (1) 4.50 to 1.00, if secured on a pari passu basis with the Initial Term Loans or (2) 5.00 to 1.00, if secured on a junior basis with the Term Loans, or (B) in the case of any Incremental Facility that is unsecured, the Consolidated Total Net Leverage Ratio to be greater than (1) 5.50 to 1.00, in each case, either pari passu with, or junior to, the existing Term Loan Facility, in an aggregate amount not to exceed $100,000,000; provided, that the Borrower may incur unlimited additional Incremental Facilities so long as, on a calculated after giving Pro Forma Basis (assuming that any Effect to the incurrence of such Incremental Revolving Loan Commitments are drawn in full additional amount and the use of proceeds thereof, excluding the cash proceeds of any such Incremental Term Loans or Incremental Revolving Loan CommitmentsCommitments and assuming the full amount of any Incremental Revolving Commitments are borrowed (whether or not funded or outstanding); provided, for purposes of this clause (iiiii), if Consolidated EBITDA is negative for the applicable Reference Period for purposes of calculating the Consolidated Senior Secured Net Leverage Ratio or the Consolidated Total Net Leverage Ratio, as the case may be, no amount shall be available under this clause (iiiii) for any purpose, minus the aggregate initial principal amount of any Incremental Equivalent Debt incurred pursuant to Section 2.25 (it being understood and agreed that unless notified by the Borrower, (I) the Borrower shall be deemed to have utilized, amounts of the type described in clause (iiiii) above prior to the utilization of amounts under clausesclause (i) or (ii) above and (II) Loans may be incurred in respect of any or all of clauses (i), and (ii) and after (iii) above, and the proceeds from any such incurrence in respect of clauses (i), and (ii) and (iii) above, may be utilized in a single transaction by, first, calculating the incurrence in respect of clause (iiiii ) above (without giving effect to any acquisitions incurrence in respect of clause (i) or Dispositions or repayment (ii)) and , second, calculating the incurrence in respect of clause (ii) above and, third, calculating the incurrence in respect of clause (i) above); provided that the Borrower may redesignate any such Indebtedness after (in an amount not to exceed, with respect to clause (i), at any time the beginning greater of the relevant determination period but prior to or simultaneous with the borrowing under such Incremental Facility, the First Lien Secured Leverage Ratio (x) $50,000,000 and (y) 75% of Consolidated EBITDA on a Pro Forma Basis as of the date last day of the most recent recently ended Test Period for which financial statements have been delivered pursuant to under Section 6.1(a5.1(a) or (b)) shall not exceed originally designated as incurred pursuant to clause (i) above if, at the First Lien Secured Leverage Ratio as in time of such redesignation, the Borrower would be permitted to incur under clause (iii) the aggregate principal amount of Indebtedness being so redesignated (for purposes of clarity, with any such redesignation having the effect on of increasing the Closing Date Borrower’s ability to incur indebtedness under clause (as calculated, on a Pro Forma Basis for the Transactions, i) above as of the date of such redesignation by the then most recent financial statements amount of such Indebtedness so redesignated); and in minimum increments of $5,000,000 (or such lesser minimum increments as the Administrative Agent shall agree in its sole discretion) (the foregoing amount, the “Available Incremental Amount”). Notwithstanding anything in this Agreement to the contrary, any Incremental Term Loans the proceeds of which are used to repay or otherwise redeem, repurchase or retire Term Loans shall not utilize any portion of the then last ended fiscal quarter)Available Incremental Amount and shall not reduce the Available Incremental Amount. Each such notice shall specify (i) the date (each, an “Increase Incremental Facility Effective Date”) on which the Borrower proposes that commitments under the applicable Incremental Facilities Facility shall be effective, which shall be a date not less than ten (10) Business Days after the date on which such notice is delivered to the Administrative Agent (or such earlier date as the Administrative Agent shall agree in its sole discretion) and (ii) the identity of each Person (which, if not a Lender, an Approved Fund or an Affiliate of a Lender, shall be reasonably satisfactory to the Administrative Agent) to whom the Borrower proposes any portion of such Incremental Facility Term Loan Commitment or Incremental Revolving Commitment, as applicable, be allocated and the amounts of such allocations (it being understood that the Borrower shall first seek commitments in respect of Incremental Facilities from existing Lenders, but no existing Lender will have an obligation to make a portion of any Incremental Facility)allocations.

Borrower Request. The Borrower may at At any time and from time to time after the later of (A) the Closing Date and (B) the earlier of (x) the completion of a Successful Syndication (as defined in the Fee Letter) and (y) 60 days after the Closing Date, the Borrower may by written notice to the Administrative Agent elect to request the establishment of (i) one or more new term loan facilities with term loan commitments Term Commitments or increases in the amount of the Term Commitments (each, an “Incremental Term Loan Commitment” and loans pursuant thereto “Incremental Term Loans”) or one or more new (ii) revolving commitments under a revolving credit facilities facility including, at the Borrower’s election and with the Administrative Agent’s approval (not to be unreasonably withheld or conditioned), subfacilities for swing line loans and letters of credit (a “Revolving Credit Facility”) or increases in the amount of the revolving credit commitments in respect of a Revolving Credit Facility (each, an “Incremental Revolving Loan Commitment” and together loans pursuant thereto “Incremental Revolving Loans” and, collectively with any the Incremental Term Loan CommitmentLoans, the “Incremental FacilitiesLoans”)), in each case, either pari passu with, or junior to, the existing Term Loan Facility, in by an aggregate amount not to exceed $100,000,000; provided, that the Borrower may incur unlimited additional Incremental Facilities so long as, on a Pro Forma Basis (assuming that any such Incremental Revolving Loan Commitments are drawn in full and excluding the cash proceeds of any such Incremental Term Loans or Incremental Revolving Loan Commitments) and after giving effect to any acquisitions or Dispositions or repayment of Indebtedness after the beginning excess of the relevant determination period but prior to Incremental Total Cap in the aggregate and not less than […***…] individually or simultaneous with the borrowing under such Incremental Facility, the First Lien Secured Leverage Ratio (as any larger multiple of the date of the most recent financial statements delivered pursuant to Section 6.1(a) or (b)) shall not exceed the First Lien Secured Leverage Ratio as in effect on the Closing Date (as calculated, on a Pro Forma Basis for the Transactions, as of the date of the then most recent financial statements of the then last ended fiscal quarter)[…***…]. Each such notice shall specify (ix) the date (each, an “Increase Effective Date”) on which the Borrower proposes that the Incremental Facilities increased or new Commitments shall be effective, which shall be a date not less than ten five (105) Business Days (or such lesser period as may be consented to by the Administrative Agent) after the date on which such notice is delivered to the Administrative Agent and (iiy) the identity of each Person (which, if not a Lender, an Approved Fund or an Affiliate of a Lender, shall be reasonably satisfactory to the Administrative Agent) Eligible Assignee to whom the Borrower proposes any portion of such Incremental Facility increased or new Commitments be allocated and the amounts of such allocations (it being understood allocations; provided that the Borrower shall first seek commitments in respect of Incremental Facilities from existing Lenders, but no any existing Lender will have an obligation approached to make provide all or a portion of any the increased or new Commitments may elect or decline, in its sole discretion, to provide such increased or new Commitment; provided, further, that the consent (not to be unreasonably withheld, conditioned or delayed) of the Administrative Agent with respect to the Persons providing such Incremental Facility)Loans, Incremental Term Loan Commitments or Incremental Revolving Commitments shall be required to the extent such consent otherwise would be required under Section 10.01.

Borrower Request. The Borrower may at any time and from time to time after the Closing Date by written notice to the Administrative Agent elect to request the establishment of one or more new term loan facilities or an increase in any existing tranche of Term Loans (each, an “Incremental Term Facility”) with term loan commitments (each, an “Incremental Term Loan Commitment”) or one or more new revolving credit facilities with revolving credit commitments (each, an “Incremental Revolving Loan Commitment” and together with any Incremental Term Loan Commitment, the “Incremental Facilities”)), in each case, either pari passu with, or junior to, the existing Term Loan Facility, in an aggregate principal amount, when combined with the aggregate amount of Incremental Revolving Commitments under Section 3.16) and all Incremental Equivalent Debt under Section 2.5, not to exceed in excess of: (i) $100,000,000; provided, 300,000,000 plus (ii) the aggregate amount of all voluntary prepayments of Term Loans and voluntary prepayments of Revolving Loans with a corresponding permanent reduction of the Revolving Commitments plus (iii) the maximum amount of additional Loans that could be incurred by the Borrower may incur unlimited at such time without causing the Consolidated Leverage Ratio to be greater than 3.00 to 1.0, calculated after giving pro forma effect to the incurrence of such additional Incremental Facilities so long asamount, on a Pro Forma Basis (assuming that any such Incremental Revolving Loan Commitments are drawn in full and excluding the cash proceeds of any such Incremental Term Loans or Incremental Revolving Loan CommitmentsCommitments and assuming the full amount of any Incremental Revolving Commitments are borrowed (whether or not funded or outstanding) (it being understood and agreed that unless notified by the Borrower, (I) the Borrower shall be deemed to have utilized, amounts of the type described in clause (iii) above prior to the utilization of amounts under clauses (i) or (ii) above and (II) Loans may be incurred in respect of any or all of clauses (i), (ii) and after (iii) above, and the proceeds from any such incurrence in respect of clauses (i), (ii) and (iii) above, may be utilized in a single transaction by, first, calculating the incurrence in respect of clause (iii) above (without giving effect to any acquisitions or Dispositions or repayment incurrence in respect of Indebtedness after the beginning of the relevant determination period but prior to or simultaneous with the borrowing under such Incremental Facility, the First Lien Secured Leverage Ratio clause (as of the date of the most recent financial statements delivered pursuant to Section 6.1(ai) or (bii)), second, calculating the incurrence in respect of clause (ii) above and, third, calculating the incurrence in respect of clause (i) above) and in minimum increments of $10,000,000 (or such lesser minimum increments as the Administrative Agent shall not exceed agree in its sole discretion) (the First Lien Secured Leverage Ratio as in effect on foregoing amount, the Closing Date (as calculated, on a Pro Forma Basis for the Transactions, as of the date of the then most recent financial statements of the then last ended fiscal quarter“Available Incremental Amount”). Each such notice shall specify (i) the date (each, an a “Term Loan Increase Effective Date”) on which the Borrower proposes that the Incremental Facilities Term Loan Commitment shall be effective, which shall be a date not less than ten (10) Business Days after the date on which such notice is delivered to the Administrative Agent (or such earlier date as the Administrative Agent shall agree in its sole discretion) and (ii) the identity of each Person (which, if not a Lender, an Approved Fund or an Affiliate of a Lender, shall be reasonably satisfactory to the Administrative Agent) to whom the Borrower proposes any portion of such Incremental Facility Term Loan Commitment be allocated and the amounts of such allocations (it being understood that the Borrower shall first seek commitments in respect of Incremental Facilities from existing Lenders, but no existing Lender will have an obligation to make a portion of any Incremental Facility)allocations.

Borrower Request. The Borrower may at any time and from time to time after the Closing Date by written notice to the Administrative Agent elect to request (x) prior to the Revolving Maturity Date, an increase to the existing Revolving Commitments (each an “Incremental Revolving Commitment”) and/or (y) the establishment of one or more new term loan facilities with term loan commitments (each, an “Incremental Term Loan Commitment”) or one or more new revolving credit facilities with revolving credit commitments (each, an “Incremental Revolving Loan Commitment” and together with any Incremental Term Loan Commitmentthe term loans made pursuant thereto, the “Incremental FacilitiesTerm Loans”))) by an amount such that, in each case, either pari passu with, or junior to, the existing Term Loan Facility, in an aggregate amount not to exceed $100,000,000; provided, that the Borrower may incur unlimited additional Incremental Facilities so long as, on a Pro Forma Basis (assuming that any such Incremental Revolving Loan Commitments are drawn in full and excluding the cash proceeds of any such Incremental Term Loans or Incremental Revolving Loan Commitments) and after giving effect to any acquisitions or Dispositions or repayment of Indebtedness after the beginning of the relevant determination period but prior to or simultaneous with the borrowing under such Incremental FacilityRevolving Commitments and Incremental Term Loans, the First Lien Secured Leverage Ratio (as of the date of the most recent financial statements delivered pursuant to Section 6.1(a) or (b)) shall Aggregate Incremental Amount does not exceed the First Lien Secured Leverage Ratio as Incremental Cap and in effect on the Closing Date (as calculated, on a Pro Forma Basis for the Transactions, as of the date of the then most recent financial statements of the then last ended fiscal quarter)an amount not less - 88 - than $10,000,000 individually. Each such notice shall specify (i) the date (each, an “Increase Effective Date”) on which the Borrower proposes that the Incremental Facilities increased or new Commitments shall be effective, which shall be a date not less than ten (10) Business Days (or such shorter period as is acceptable to the Administrative Agent) after the date on which such notice is delivered to the Administrative Agent and (ii) the identity of each Person (which, if not a Lender, an Approved Fund or an Affiliate of a Lender, shall be reasonably satisfactory to the Administrative Agent) Eligible Assignee to whom the Borrower proposes any portion of such Incremental Facility increased or new Commitments be allocated and the amounts of such allocations (it being understood allocations; provided that the Borrower shall first seek commitments in respect of Incremental Facilities from existing Lenders, but no any existing Lender will have an obligation approached to make provide all or a portion of the increased or new Commitments may elect or decline, in its sole discretion, to provide such increased or new Commitment; provided further that each person who is not an existing Lender to which new Commitments are to be allocated must be a bank, financial institution or other institution (other than Holdings or any Subsidiary of Holdings) reasonably acceptable to the Administrative Agent; provided further that each person who is not an existing Revolving Lender to which Incremental Facility)Revolving Commitments are to be allocated must be a bank, financial institution or other institutional lender (other than Sponsors, Holdings or any Subsidiary or Affiliate of Holdings or Sponsors) reasonably acceptable to the Issuing Bank and the Swingline Lender.

Borrower Request. The Borrower Parent may at any time and from time to time after the Closing Date by written notice to the Administrative Agent elect to request the establishment of one or more new term loan facilities with term loan commitments Term Loan Commitments (each, an “Incremental Term Loan Commitment”) by an amount not less than individually and, in the aggregate for all such requests, not to exceed [*] (it being understood and agreed, for the avoidance of doubt, that such amount shall not be increased by the amount of any prepayment or one or more new revolving credit facilities with revolving credit commitments (each, an “Incremental Revolving Loan Commitment” and together with any repayment of the Term Loans); provided that no such Incremental Term Loan Commitment, the “Incremental Facilities”)), Commitments (other than in each case, either pari passu with, or junior to, the existing Term Loan Facility, in an aggregate amount not to exceed $100,000,000; provided, that the Borrower respect of Conversion Date Indebtedness) may incur unlimited additional Incremental Facilities so long as, on a Pro Forma Basis (assuming that any such Incremental Revolving Loan Commitments are drawn in full and excluding the cash proceeds of any such Incremental Term Loans or Incremental Revolving Loan Commitments) and after giving effect to any acquisitions or Dispositions or repayment of Indebtedness after the beginning of the relevant determination period but be incurred prior to or simultaneous with the borrowing under such Incremental Facility, the First Lien Secured Leverage Ratio (as of the date of the most recent financial statements delivered pursuant to Section 6.1(a) or (b)) shall not exceed the First Lien Secured Leverage Ratio as in effect on the Closing Date (as calculated, on a Pro Forma Basis for the Transactions, as of the date of the then most recent financial statements of the then last ended fiscal quarter)Conversion Anniversary Date. Each Any such notice shall specify (i) the date (each, an “Increase Effective Date”) on which the Borrower Parent proposes that the Incremental Facilities Term Loan Commitments shall be effective, which shall be a date not less than ten fifteen (1015) Business Days after the date on which such notice is delivered to the Administrative Agent (or such shorter time as agreed by the Borrower and the Required Lenders), (ii) the identity proposed size and terms of such Incremental Term Loan Commitments and (iii) offer each Person (which, if not a Lender, an Approved Fund or an Affiliate Lender the opportunity to subscribe for its pro rata share of a Lender, shall be reasonably satisfactory to the Administrative Agent) to whom the Borrower proposes Incremental Term Loan Commitments. If any portion of the Incremental Term Commitments offered to the Lenders as contemplated in the immediately preceding sentence is not subscribed for by the Lenders within five (5) Business Days of receipt of such Incremental Facility be allocated notice (or such shorter time as agreed by the Borrower and the amounts Required Lenders), the Borrowers may, with the consent of the Administrative Agent as to any bank or financial institution that is not at such allocations time a Lender (it being understood that the Borrower which consent shall first seek commitments in respect of Incremental Facilities from existing Lendersnot be unreasonably withheld or delayed), but no offer to any existing Lender will have an obligation or to make one or more additional banks or financial institutions the opportunity to provide all or a portion of any such unsubscribed portion of the Incremental Facility)Term Loan Commitments. Any existing Lender approached to provide all or a portion of the Incremental Term Loan Commitments may elect or decline, in its sole discretion, to provide such Incremental Term Loan Commitment.

Borrower Request. The Borrower EnergySolutions may at any time and from time to time after the Closing Date by written notice to the Administrative Agent elect (whereupon the Administrative Agent shall promptly deliver a copy to request each of the establishment Lenders) request, from time to time prior to the Term Maturity Date or the Revolving Maturity Date, as applicable, (i) the extension of one or more new term loan facilities with term loan commitments Term Commitments (each, any such new Term Commitment being referred to herein as an “Incremental Term Loan Commitment”) or (ii) one or more increases in the existing Revolving Commitments or extensions of new revolving credit facilities with revolving credit commitments Revolving Commitments (each, any such increase in or extension of Revolving Commitments being referred to herein as an “Incremental Revolving Loan Commitment” and together with any Incremental Term Loan Commitment, the “Incremental Facilities”)), in each case, either pari passu with, or junior to, the existing Term Loan Facility, case in an aggregate amount not to exceed the Incremental Commitments Cap. Each Incremental Commitment shall be (A) an integral multiple of $100,000,000; provided5,000,000 and not less than $25,000,000 or (B) if the Incremental Commitment Cap at such time shall be less than $25,000,000, that shall be equal thereto. EnergySolutions may elect in the Borrower may incur unlimited additional Incremental Facilities so long as, on a Pro Forma Basis (assuming that any such Incremental Revolving Loan Commitments are drawn in full and excluding the cash proceeds of any such Incremental Term Loans or Incremental Revolving Loan Commitments) and after giving effect to any acquisitions or Dispositions or repayment of Indebtedness after the beginning of the relevant determination period but prior to or simultaneous with the borrowing under such Incremental Facility, the First Lien Secured Leverage Ratio (as of the date of the most recent financial statements notice delivered pursuant to this Section 6.1(a2.18(a) or (bsuch election being referred to herein as the “Deposit L/C Increase Election”) that the proceeds of the Term Loans made pursuant to an Incremental Term Commitment (such Term Loans being referred to herein as “Incremental Term Loans”)) shall not exceed , be deposited in the First Lien Secured Leverage Ratio Deposit L/C Escrow Account as in effect on the Closing Date (as calculated, on a Pro Forma Basis collateral for the Transactions, as payment and performance of EnergySolutions’ reimbursement obligations to the date Deposit Issuing Banks in respect of Deposit Letters of Credit and that the then most recent financial statements Deposit L/C Specified Amount be increased by an amount equal to the amount of the then last ended fiscal quarter)such deposit. Each such notice delivered pursuant to this Section 2.18(a) shall specify (ix) the date (each, an the “Increase Effective Date”) on which the Borrower EnergySolutions proposes that the Incremental Facilities increased or new Commitments shall be effective, which shall be a date not less than ten (10) 10 Business Days after the date on which such notice is delivered to the Administrative Agent and (iiy) the identity of each Person (which, if not a Lender, an Approved Fund or an Affiliate of a Lender, shall be reasonably satisfactory to the Administrative Agent) financial institutions to whom the Borrower EnergySolutions proposes that any portion of such Incremental Facility increased or new Commitments be allocated and the amounts of such allocations (it being understood allocations; provided that the Borrower shall first seek commitments in respect of Incremental Facilities from existing Lenders, but no any existing Lender will have an obligation approached to make provide all or a portion of any Incremental Facility)the increased or new Commitments may elect or decline, in its sole discretion, to provide such increased or new Commitment.

Borrower Request. The Borrower may at any time and from time to time after the Closing Date by written notice (each, an “Incremental Facility Request”) to the Administrative Agent elect to request no more than four times during the establishment term of this Agreement, commitments for one or more new additional tranches of term loan facilities with term loan commitments loans or an increase to the existing Tranche B Term Loan Commitments (eacheach such commitment, an “Incremental Term Loan Commitment” and the term loans thereunder, an “Incremental Term Loan”) or one or more new revolving credit facilities with revolving credit commitments and/or increases in the Revolving Loan Commitments (each, an “Incremental Revolving Loan Commitment” and together with any the loans thereunder, “Incremental Revolving Loans”; each Incremental Term Loan Commitment, Commitment and each Incremental Revolving Loan Commitment are each sometimes referred to herein individually as an “Incremental Facility” and collectively as the “Incremental Facilities”)), in each case, either pari passu with, or junior to, the existing Term Loan Facility, in ) by an aggregate amount not to exceed in excess of $100,000,000100,000,000 in the aggregate and not less than $5,000,000 individually; provided, that the Borrower may incur unlimited additional Incremental Facilities so long as, on a Pro Forma Basis (assuming that any such aggregate amount of Incremental Revolving Loan Commitments are drawn in full and excluding the cash proceeds of any shall not exceed $25,000,000. Each such Incremental Facility Request shall specify (i) the amount of the Incremental Term Loans Loan Commitment or Incremental Revolving Loan Commitments) Commitment being requested and after giving effect to any acquisitions or Dispositions or repayment of Indebtedness after the beginning of the relevant determination period but prior to or simultaneous with the borrowing under such Incremental Facility, the First Lien Secured Leverage Ratio (as of the date of the most recent financial statements delivered pursuant to Section 6.1(a) or (b)) shall not exceed the First Lien Secured Leverage Ratio as in effect on the Closing Date (as calculated, on a Pro Forma Basis for the Transactions, as of the date of the then most recent financial statements of the then last ended fiscal quarter). Each such notice shall specify (iii) the date (each, an “Increase Incremental Effective Date”) on which the Borrower proposes that the Incremental Facilities increased or new Loans and Commitments (and any increase in the L/C Sublimit, if applicable) shall be effective, which shall be a date not less than ten (10) 10 Business Days after the date on which such notice is delivered to the Administrative Agent and (ii) the identity of each Person (which, if not a Lender, an Approved Fund or an Affiliate of a Lender, shall be reasonably satisfactory to the Administrative Agent) to whom the Borrower proposes ; provided that any portion of such Incremental Facility be allocated and the amounts of such allocations (it being understood that the Borrower shall first seek commitments in respect of Incremental Facilities from existing Lenders, but no existing Lender will have an obligation or L/C Issuer approached to make provide all or a portion of any Incremental Facilitythe increased or new Commitments (and increase in the L/C Sublimit, if applicable) may elect or decline, in its sole discretion, to provide such increased or new Commitment (and increase in the L/C Sublimit, if applicable).

Borrower Request. The Borrower may at any time and from time to time may, after the Closing Date Restatement Effective Date, by written notice (each, an “Incremental Notice”) to the Administrative Agent elect to request (x) prior to the Revolving Maturity Date, an increase to the existing Revolving Commitments and/or (y) the establishment of one or more new term loan facilities with term loan commitments (each, an “Incremental Term Loan Commitment”) or one or more new revolving credit facilities with revolving credit commitments (each, by an “Incremental Revolving Loan Commitment” and together with any Incremental Term Loan Commitment, the “Incremental Facilities”)), in each case, either pari passu with, or junior to, the existing Term Loan Facility, in an aggregate amount not to exceed in excess of $100,000,000; provided, that 50.0200.0 million in the Borrower may incur unlimited additional Incremental Facilities so long as, on a Pro Forma Basis aggregate for all increases and commitments contemplated by the foregoing clauses (assuming that any such Incremental Revolving Loan Commitments are drawn in full and excluding the cash proceeds of any such Incremental Term Loans or Incremental Revolving Loan Commitmentsx) and after giving effect to any acquisitions or Dispositions or repayment of Indebtedness after the beginning of the relevant determination period but prior to or simultaneous with the borrowing under such Incremental Facility, the First Lien Secured Leverage Ratio (as of the date of the most recent financial statements delivered pursuant to Section 6.1(ay) or (b)) shall and not exceed the First Lien Secured Leverage Ratio as in effect on the Closing Date (as calculated, on a Pro Forma Basis for the Transactions, as of the date of the then most recent financial statements of the then last ended fiscal quarter)less than $5.0 million individually. Each such notice noticeIncremental Notice shall specify (i) the date (each, an “Increase Effective Date”) on which the Borrower proposes that the increased or new Commitments referred to in such Incremental Facilities Notice shall be effective, (each, an “Increase Effective Date”) which shall be a date not less than ten (10) 105 Business Days (or such lesser number of Business Days that the Administrative Agent shall agree to in its sole discretion) after the date on which such notice noticeIncremental Notice is delivered to the Administrative Agent and (ii)(and the date of the making of any Incremental Term Loans may occur after any Increase Effective Date with respect to any Incremental Term Loan Commitments referred to in such Incremental Notice) and the aggregate amount of such increased or new Commitments; provided that one Increase Joinder and one Incremental Notice may only relate to either increases in the Revolving Commitments or Incremental Term Loan Commitments but not both increases to Revolving Commitments and Incremental Term Loan Commitments; provided further that for the avoidance of doubt, once repaid, no Incremental Term Loans may be reborrowed and (ii) with respect to any increases in the Revolving Commitments, the identity of each Person (which, if not a Lender, an Approved Fund or an Affiliate of a Lender, shall be reasonably satisfactory to the Administrative Agent) Eligible Assignee to whom the Borrower proposes any portion of such Incremental Facility increased or new Commitments be allocated and the amounts of such allocations allocations; provided further that any existing Lender approached to provide all or a portion of the increased or new Commitments may elect or decline, in its sole discretion, to provide such increased or new Commitment. All persons providing increases to the existing Revolving Commitments pursuant to this Section 2.19 shall be reasonably approved (it being understood that such approval not to be unreasonably withheld) by the Administrative Agent, the Issuing Bank and the Swingline Lender. The increased or new Commitments contemplated by each separate Incremental Notice shall each be represented by a separate Increase Joinder. The number of separate borrowing dates for Incremental Term Loan Commitments represented by each Increase Joinder shall be subject to a maximum agreed by the Administrative Agent and the Borrower. Each borrowing under the Incremental Term Commitments under any Increase Joinder (other than those made on the Increase Effective Date with respect to such Increase Joinder, which shall be subject to the conditions in Section 2.19(b)) on any day shall be subject satisfaction of the following conditions: (i) the conditions set forth in Section 4.02 and, for the avoidance of doubt, the compliance with the borrowing procedures set forth in Sections 2.02 and 2.03, (ii) after giving pro forma effect to the borrowings to be made on such day and to any change in Consolidated EBITDA and any increase in Indebtedness resulting from the consummation of any Permitted Acquisition concurrently with such borrowings, Borrower shall be in compliance on a Pro Forma Basis with each of the covenants set forth in Sections 6.10(a) and (b) as of the last day of the most recent Test Period, treating such borrowings, increase in Indebtedness and consummation as if they occurred on the first day of the last Test Period (and the Borrower shall first seek commitments have delivered the Administrative Agent an Officers’ Certificate as to the satisfaction of the conditions set forth in respect this clause (ii)) and (iii) such other conditions (if any) as may be agreed among the Borrower, the Administrative Agent and the other persons party to such Increase Joinder (the conditions in this sentence, the “Post-Increase Effective Date Conditions”). For the avoidance of Incremental Facilities from existing Lendersdoubt, but no existing Lender will all Loans made pursuant to an Increase Joinder shall have an obligation to make a portion of any Incremental Facility)the same terms.

Borrower Request. The After the Restatement Effective Date, any Borrower (including any Designated Subsidiary) may at any time and from time to time after the Closing Date by written notice to the Administrative Agent elect to request (x) prior to the Maturity Date for the Revolving Loans, an increase to any of the existing Revolving Loan Commitments (each, an “Incremental Revolving Loan Commitment”) and/or (y) the establishment of one or more new term loan facilities with term loan commitments (each, an “Incremental Term Loan Commitment”) or one or more new revolving credit facilities with revolving credit commitments , which, for the avoidance of doubt, will exclude the increase in Term Loans on the Restatement Effective Date), by an amount (each, an “Incremental Revolving Loan Commitment” and together with any Incremental Term Loan Commitmentsuch amount, the “Maximum Incremental FacilitiesFacilities Amount”)), in each case, either pari passu with, or junior to, ) equal to the existing Term Loan Facility, in sum of (i) an aggregate amount not to exceed $100,000,000; provided300,000,000, plus (ii) an additional amount if, after giving effect to the incurrence of such additional amount, the Total Leverage Ratio is less than or equal to 3.00:1.00 (assuming, in the case of Incremental Revolving Loan Commitments, that the Borrower may incur unlimited additional Incremental Facilities so long as, on a Pro Forma Basis (assuming that any such Incremental Revolving Loan Commitments are drawn in full and excluding fully drawn) (collectively, the cash proceeds “Maximum Incremental Facilities Amount”); provided that if at the time of any such incurrence or issuance, there is capacity under the foregoing clause (ii), then such capacity shall be deemed to be utilized pursuant to clause (ii) prior to utilizing any capacity available to the Borrowers under the foregoing clause (i), plus (iii) an aggregate amount not to exceed $575,000,000 less (x) the amount outstanding under any Aus Local Financing and (y) the amount of Aus Intercompany Loan or Aus Qualified Intercompany Loan loaned by the Co-Investor on the Aus Reorganization Date (such amount, the “Aus Reorganization Incremental Commitments”), which amounts under this clause (iii) may (A) may be used solely to finance the Aus Reorganization or the Aus Acquisition or to finance the Aus Repayment, (B) be incurred only by a Domestic Borrower and (C) may only be incurred as one or more Incremental Term Loans or Incremental Revolving Loan Commitments) and after giving effect to any acquisitions or Dispositions or repayment of Indebtedness after the beginning of the relevant determination period but prior to or simultaneous with the borrowing under such Incremental Facility, the First Lien Secured Leverage Ratio (as of the date of the most recent financial statements delivered pursuant to Section 6.1(a) or (b)) shall not exceed the First Lien Secured Leverage Ratio as in effect on the Closing Date (as calculated, on a Pro Forma Basis for the Transactions, as of the date of the then most recent financial statements of the then last ended fiscal quarter). Each such notice shall specify (i) the date (each, an “Increase Effective Date”) on which the Applicable Borrower proposes that the Incremental Facilities Commitments shall be effective, which shall be a date not less than ten (10) five Business Days Days, or such sooner date as the Administrative Agent, in its sole discretion may agree, after the date on which such notice is delivered to the Administrative Agent and (ii) the identity of each Person (which, if not a Lender, an Approved Fund or an Affiliate of a Lender, shall be reasonably satisfactory to the Administrative Agent) Eligible Assignee to whom the Applicable Borrower proposes any portion of such Incremental Facility Commitments be allocated and the amounts of such allocations allocations; provided that any existing Lender approached to provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide such Incremental Commitment. Each Incremental Commitment shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof (it being understood provided that such amount may be less than $5,000,000 if such amount represents all remaining availability under the Borrower shall first seek commitments aggregate limit in respect of Incremental Facilities from existing Lenders, but no existing Lender will have an obligation to make a portion of any Incremental FacilityCommitments set forth above).

Borrower Request. The Borrower may at any time and from time to time after the Closing Date by written notice to the Administrative Agent elect to increase the Term Facility and/or request the establishment of one or more new term loan facilities (each, an “Incremental Term Facility”) with term loan commitments (each, an “Incremental Term Loan Commitment”) or one or more new revolving credit facilities with revolving credit commitments (each, an “Incremental Revolving Loan Commitment” and together with any the loans made pursuant to such Incremental Term Loan Commitment, the “Incremental FacilitiesTerm Loans”)), in each case, either pari passu with, or junior to, the existing Term Loan Facility, ) in an aggregate amount, when combined with the aggregate amount not to exceed $100,000,000; provided, that the Borrower may incur unlimited additional Incremental Facilities so long as, on a Pro Forma Basis (assuming that any such of all Incremental Revolving Loan Commitments are drawn in that shall have become effective (and assuming the full and excluding the cash proceeds funding of any such Incremental Term Loans or Loan Commitment and of all Incremental Revolving Loan Commitments) and after giving effect to any acquisitions or Dispositions or repayment of Indebtedness after the beginning Commitments that shall have become effective), not in excess of the relevant determination period but prior Incremental Cap, and in minimum increments of $1,000,000 and a minimum amount of $10,000,000 (or such lesser amount equal to or simultaneous with the borrowing remaining maximum amount of permitted Incremental Commitments); provided that Incremental Refinancing Facilities and Incremental Term Loans thereunder may be incurred without regard to the Incremental Cap (and any such Term Loans shall not reduce availability under such Incremental Facility, the First Lien Secured Leverage Ratio clause (as x) of the date definition of the most recent financial statements delivered pursuant to Section 6.1(a) or (b)) shall not exceed the First Lien Secured Leverage Ratio as in effect on the Closing Date (as calculated, on a Pro Forma Basis for the Transactions, as of the date of the then most recent financial statements of the then last ended fiscal quarterIncremental Cap). Each such notice shall specify (i) the date (each, an a “Term Loan Increase Effective Date”) on which the Borrower proposes that the Incremental Facilities Term Loan Commitment shall be effective, which shall be a date not less than ten three (103) Business Days after the date on which such notice is delivered to the Administrative Agent and (ii) the identity of each Person (which, if not a Lender, an Approved Fund or an Affiliate of a Lender, shall be reasonably satisfactory to the Administrative AgentAgent (such acceptance not to be unreasonably withheld or delayed)) to whom the Borrower proposes any portion of such Incremental Facility Term Loan Commitment be allocated and the amounts of such allocations (it being understood that the Borrower shall first seek commitments in respect of Incremental Facilities from existing Lenders, but no existing Lender will have an obligation to make a portion of any Incremental Facility)allocations.

Borrower Request. The Borrower may at any time and from time to time after the Closing Date by written notice to the Administrative Agent elect request from time to request time prior to the establishment of Maturity Date, an increase to the Aggregate Revolving Loan Commitments (each, an “Incremental Revolving Facility Increase”) and add one or more new tranches of term loans or increase an outstanding tranche of term loan facilities with term loan commitments (each, an “Incremental Term Loan”; each Incremental Term Loan Commitment”) or one or more new revolving credit facilities with revolving credit commitments (and each Incremental Revolving Facility Increase are collectively referred to as the “Incremental Facilities” and each, an “Incremental Revolving Loan Commitment” and together with any Incremental Term Loan Commitment, the “Incremental FacilitiesFacility”)), in each case, either pari passu with, or junior to, the existing Term Loan Facility, ) in an aggregate amount for all such increases taken together not to exceed in excess of (i) the greater of (A) $100,000,000; provided465,000,000 and (B) 100% of Pro Forma EBITDA, that the Borrower may incur plus (ii) an unlimited additional Incremental Facilities amount, so long as, as on a Pro Forma Basis (assuming that the full amount thereof is drawn and after giving effect to any such Incremental Revolving Loan Commitments are drawn Acquisition consummated in full and connection therewith (but excluding the cash proceeds of any such Incremental Term Loans or Incremental Revolving Loan Commitments) and after giving effect to any acquisitions or Dispositions or repayment of Indebtedness after Facilities then being incurred from the beginning of the relevant determination period but prior to or simultaneous with the borrowing under such Incremental Facilitycash netting)), the First Lien Secured Total Leverage Ratio (as of the date of the most recent financial statements delivered pursuant to Section 6.1(a) or (b)) shall would not exceed the First Lien Secured Leverage Ratio as in effect on the Closing Date (as calculated, on a Pro Forma Basis for the Transactions, as of the date of the then most recent financial statements of the then last ended fiscal quarter)3.50:1.00. Each such notice shall specify (ix) the date (each, an “Increase Incremental Effective Date”) on which the Borrower proposes that the such Incremental Facilities Facility shall be effective, which shall be a date not less than ten (10) Business Days after the date on which such notice is delivered to the Administrative Agent and (ii) the identity of each Person (which, if not a Lender, an Approved Fund or an Affiliate of a Lender, shall be reasonably satisfactory to the Administrative Agent) Eligible Assignee to whom the Borrower proposes any portion of such Incremental Facility be allocated and the amounts of such allocations allocations; provided that any existing Lender approached to provide all or a portion of such Incremental Facility may elect or decline, in its sole discretion, to provide such Incremental Facility (it being understood and if any existing Lender fails to respond to a request to provide all or a portion of such Incremental Facility, such existing Lender shall be deemed to have declined to provide such Incremental Facility). Each Incremental Facility shall be in an aggregate amount of $10,000,000 or any whole multiple of $500,000 in excess thereof (provided that such amount may be less than $10,000,000 if such amount represents all remaining availability under the Borrower shall first seek commitments aggregate limit in respect of Incremental Facilities from existing Lenders, but no existing Lender will have an obligation to make a portion of any Incremental Facilityset forth above).

Borrower Request. The After the Restatement Effective Date, any Borrower may at any time and from time to time after the Closing Date by written notice to the Administrative Agent elect to request (x) prior to the Maturity Date for the Revolving Loans, an increase to any of the existing Revolving Loan Commitments (each, an “Incremental Revolving Loan Commitment”) and/or (y) the establishment of one or more new term loan facilities with term loan commitments (each, an “Incremental Term Loan Commitment”) or one or more new revolving credit facilities with revolving credit commitments (each, an “Incremental Revolving Loan Commitment” which, for the avoidance of doubt, will exclude the increase in Commitments and together with any Incremental Term Loan Commitment, Loans on the “Incremental Facilities”)Restatement Effective Date), in each case, either pari passu with, or junior to, the existing Term Loan Facility, in by (i) an aggregate amount not to exceed $100,000,000; provided300,000,000 plus (ii) an additional amount if, after giving effect to the incurrence of such additional amount, the Total Leverage Ratio is less than or equal to 3.00:1.00 (assuming, in the case of Incremental Revolving Loan Commitments, that the Borrower may incur unlimited additional Incremental Facilities so long as, on a Pro Forma Basis (assuming that any such Incremental Revolving Loan Commitments are drawn in full and excluding fully drawn) (collectively, the cash proceeds “Maximum Incremental Facilities Amount”); provided that if at the time of any such Incremental Term Loans incurrence or Incremental Revolving Loan Commitmentsissuance, there is capacity under the foregoing clause (ii), then such capacity shall be deemed to be utilized pursuant to clause (ii) and after giving effect to any acquisitions or Dispositions or repayment of Indebtedness after the beginning of the relevant determination period but prior to or simultaneous with utilizing any capacity available to the borrowing Borrowers under such Incremental Facility, the First Lien Secured Leverage Ratio foregoing clause (as of the date of the most recent financial statements delivered pursuant to Section 6.1(a) or (b)) shall not exceed the First Lien Secured Leverage Ratio as in effect on the Closing Date (as calculated, on a Pro Forma Basis for the Transactions, as of the date of the then most recent financial statements of the then last ended fiscal quarteri). Each such notice shall specify (i) the date (each, an “Increase Effective Date”) on which the Applicable Borrower proposes that the Incremental Facilities Commitments shall be effective, which shall be a date not less than ten (10) five Business Days Days, or such sooner date as the Administrative Agent, in its sole discretion may agree, after the date on which such notice is delivered to the Administrative Agent and (ii) the identity of each Person (which, if not a Lender, an Approved Fund or an Affiliate of a Lender, shall be reasonably satisfactory to the Administrative Agent) Eligible Assignee to whom the Applicable Borrower proposes any portion of such Incremental Facility Commitments be allocated and the amounts of such allocations allocations; provided that any existing Lender approached to provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide such Incremental Commitment. Each Incremental Commitment shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof (it being understood provided that such amount may be less than $5,000,000 if such amount represents all remaining availability under the Borrower shall first seek commitments aggregate limit in respect of Incremental Facilities from existing Lenders, but no existing Lender will have an obligation to make a portion of any Incremental FacilityCommitments set forth above).

Borrower Request. The After the Restatement Effective Date, any Borrower (including any Designated Subsidiary) may at any time and from time to time after the Closing Date by written notice to the Administrative Agent elect to request (x) prior to the Maturity Date for the Revolving Loans, an increase to any of the existing Revolving Loan Commitments (each, an “Incremental Revolving Loan Commitment”) and/or (y) the establishment of one or more new term loan facilities with term loan commitments (each, an “Incremental Term Loan Commitment”) or one or more new revolving credit facilities with revolving credit commitments , which, for the avoidance of doubt, will exclude the increase in Term Loans on the Restatement Effective Date), by an amount (each, an “Incremental Revolving Loan Commitment” and together with any Incremental Term Loan Commitmentsuch amount, the “Maximum Incremental FacilitiesFacilities Amount”)), in each case, either pari passu with, or junior to, ) equal to the existing Term Loan Facility, in sum of (i) the greater of (x) an aggregate amount not to exceed $100,000,000; provided650,000,000 (of which, up to $300,000,000 can be incurred in the form of Incremental Revolving Loan Commitments) and (y) 100% of Consolidated EBITDA for the four (4) consecutive fiscal quarters then most recently ended for which financial statements have been delivered pursuant to §9.4, plus (ii) an additional amount if, after giving effect to the incurrence of such additional amount, the Senior Secured Leverage Ratio is less than or equal to 3.50:1.00 (assuming (x) in the case of Incremental Revolving Loan Commitments, that the Borrower may incur unlimited additional Incremental Facilities so long as, on a Pro Forma Basis (assuming that any such Incremental Revolving Loan Commitments are fully drawn in full and excluding (y) the net cash proceeds of any borrowings pursuant to Incremental Commitments shall not be netted in calculating the Senior Secured Leverage Ratio) ; provided that if at the time of any such Incremental Term Loans incurrence or Incremental Revolving Loan Commitmentsissuance, there is capacity under the foregoing clause (ii), then such capacity shall be deemed to be utilized pursuant to clause (ii) and after giving effect to any acquisitions or Dispositions or repayment of Indebtedness after the beginning of the relevant determination period but prior to or simultaneous with utilizing any capacity available to the borrowing Borrowers under such Incremental Facility, the First Lien Secured Leverage Ratio foregoing clause (as of the date of the most recent financial statements delivered pursuant to Section 6.1(a) or (b)) shall not exceed the First Lien Secured Leverage Ratio as in effect on the Closing Date (as calculated, on a Pro Forma Basis for the Transactions, as of the date of the then most recent financial statements of the then last ended fiscal quarteri). Each such notice shall specify (i) the date (each, an “Increase Effective Date”) on which the Applicable Borrower proposes that the Incremental Facilities Commitments shall be effective, which shall be a date not less than ten (10) five Business Days Days, or such sooner date as the Administrative Agent, in its sole discretion may agree, after the date on which such notice is delivered to the Administrative Agent and (ii) the identity of each Person (which, if not a Lender, an Approved Fund or an Affiliate of a Lender, shall be reasonably satisfactory to the Administrative Agent) Eligible Assignee to whom the Applicable Borrower proposes any portion of such Incremental Facility Commitments be allocated and the amounts of such allocations allocations; provided that any existing Lender approached to provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide such Incremental Commitment. Each Incremental Commitment shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof (it being understood provided that such amount may be less than $5,000,000 if such amount represents all remaining availability under the Borrower shall first seek commitments aggregate limit in respect of Incremental Facilities from existing Lenders, but no existing Lender will have an obligation to make a portion of any Incremental FacilityCommitments set forth above).

Borrower Request. The Borrower may at any time and from time to time after the Closing Date by written notice to the the(a) Administrative Agent elect to request the establishment of one or more new Term Loan Commitments under a new term loan facilities with facility or under the existing term loan commitments facility or any increase under an existing tranche of Term Loans (each, an “Incremental Term Loan Commitment”) or and/or one or more new Revolving Loan Commitments under the then existing revolving credit facilities with revolving credit commitments facility (each, an “Incremental Revolving Loan Commitment” and together with any Incremental Term Loan Commitment, the “Incremental Facilities”)), in each case, either pari passu with, or junior to, the existing Term Loan Facility, in an aggregate amount not to exceed $100,000,000the Maximum Incremental Facilities Amount (the date of establishment of any such Incremental Facility, an “Increase Effective Date”); provided, that the aggregate principal amount of all Incremental Revolving Loan Commitments shall not exceed $10,000,000 in the aggregate. The opportunity to commit to provide all or a portion of the Incremental Facilities shall be offered by the Borrower first to the existing Lenders on a pro rata basis (and on a non-pro rata basis, pursuant to terms acceptable to the Administrative Agent, with respect to existing Lenders that elect to cover declining Lenders’ declined amounts) on the terms offered by the Borrower and such other Lenders and, to the extent that such existing Lenders have not agreed to provide such Incremental Facilities within ten (10) Business Days after receiving such offer from the Borrower or the Administrative Agent, after being provided a bona fide opportunity to do so, the Borrower may incur unlimited additional then offer such opportunity (on terms no less favorable to the Borrower) to any other Eligible Assignees (which may include existing Lenders). Any existing Lender approached to provide all or a portion of such Incremental Facilities so long asTerm Loan Commitments or Incremental Revolving Loan Commitments may elect or decline, on a Pro Forma Basis (assuming that in its sole discretion, to provide such Incremental Term Loan Commitment or Incremental Revolving Loan Commitment and, to the extent any such Incremental Term Loan Commitments or Incremental Revolving Loan Commitments are drawn not provided by existing Lenders, each Lender providing such commitment shall otherwise constitute an Eligible Assignee hereunder; provided that the Administrative Agent and, solely with respect to Incremental Revolving Loan Commitments, the Issuing Bank shall have consented to any such Eligible Assignee providing all or a portion of such Incremental Term Loan Commitment or Incremental Revolving Loan Commitment, as applicable, if and to the extent such consent would 110 US-DOCS\121951479.16133960081.2 be required under Section 10.04 for an assignment of such type of Loans or Commitments, as applicable, to such Eligible Assignee. Conditions. Such Incremental Term Loan Commitments and Incremental(b) Revolving Loan Commitments shall become effective, as of such Increase Effective Date; provided that: Immediately after giving effect to the funding of such Incremental(i) Facility, no Event of Default would exist; provided, that, with respect to any Incremental Facilities incurred in full connection with a Limited Condition Acquisition, the foregoing condition may be limited by the Lenders providing such Incremental Facility to (x) on the LCA Test Date, immediately after giving effect to the funding of such Incremental Facility, no Event of Default would exist and excluding (y) on the cash date of funding of such Incremental Facility, no Event of Default under Section 8.01(a), (b), (g) or (h) would exist immediately after giving effect to the funding of such Incremental Facility; provided that any Limited Condition Acquisition remains subject to the terms of Section 1.06 hereof; the proceeds of the Incremental Term Loans and/or Incremental(ii) Revolving Loans shall be used in accordance with Section 3.11 and Section 5.08; the Borrower shall deliver or cause to be delivered any customary(iii) amendments to the Loan Documents or other documents reasonably requested by the Administrative Agent or any Incremental Term Loan Lender or Incremental Revolving Loan Lender in connection with any such transaction; any such Incremental Term Loans or Incremental Revolving Loans(iv) shall be in an aggregate amount of at least $500,000 and integral multiples of $100,000 above such amount (except, in each case, such minimum amount and integral multiples amount shall not apply when the Borrower uses all of the Maximum Incremental Amount available at such time); any Incremental Facilities shall be secured on a pari passu basis(v) with the Loans, shall not be secured by a Lien on any assets of the Borrower or any Guarantor not constituting Collateral and shall not be guaranteed by any person other than the Guarantors; and subject to customary “SunGard” limitations consistent with those(vi) applicable to the Closing Date Acquisition (to the extent agreed to by the Lenders providing the applicable Incremental Facility and the extent the proceeds of the applicable Incremental Facility are being used to finance a Limited Condition Acquisition), each of the representations and warranties made by any Credit Party set forth in Article III hereof or in any other Loan CommitmentsDocument shall be true and correct in all material respects (or in all respects if such representation or warranty contains any materiality qualifier, including references to “material,” “Material Adverse Effect” or dollar thresholds) both before and after giving effect to any acquisitions or Dispositions or repayment of Indebtedness after the beginning of the relevant determination period but prior to or simultaneous with the borrowing under such Incremental Facility, the First Lien Secured Leverage Ratio (as of the date of the most recent financial statements delivered pursuant to Section 6.1(a) or (b)) shall not exceed the First Lien Secured Leverage Ratio as in effect on the Closing Date (as calculated, on a Pro Forma Basis for the Transactions, as of the date of the then most recent financial statements of the then last ended fiscal quarter). Each such notice shall specify (i) the date (each, an “Increase Effective Date”) on which the Borrower proposes that the Incremental Facilities shall be effective, which shall be a date not less than ten (10) Business Days after the date on which such notice is delivered to the Administrative Agent and (ii) the identity of each Person (which, if not a Lender, an Approved Fund or an Affiliate of a Lender, shall be reasonably satisfactory to the Administrative Agent) to whom the Borrower proposes any portion of such Incremental Facility be allocated (or if incurred in connection with a Limited Condition Acquisition on the LCA Test Date) with the same effect as though made on and the amounts as of such allocations (it being understood that date, except to the Borrower shall first seek commitments in respect of Incremental Facilities from existing Lenders, but no existing Lender will have an obligation to make a portion of any Incremental Facility).extent such representations and warranties 111 US-DOCS\121951479.16133960081.2

Borrower Request. The Borrower EnergySolutions may at any time and from time to time after the Closing Date by written notice to the Administrative Agent elect to request request: (i) prior to the Revolving Maturity Date, an increase to the existing Revolving Commitments (the “Incremental Commitments”) by an amount not in excess of the Incremental Commitment Cap in the aggregate and not less than $5,000,000 individually (or, if less, the amount of the Incremental Commitment Cap); (ii) prior to the Term Loan Maturity Date, the establishment of one or more new term loan facilities with term loan commitments Term Commitments (each, an “Incremental Term Loan Commitment”) or by an amount not in excess of the Incremental Commitment Cap in the aggregate and not less than $5,000,000 individually (or, if less, the amount of the Incremental Commitment Cap); (iii) after the Third Amended and Restated Credit Agreement Effective Date, the establishment of one or more new revolving credit facilities with revolving credit commitments Reclamation L/C Facility Commitments (each, “Reclamation L/C Facility Commitments”) by an “Incremental Revolving Loan Commitment” amount not in excess of the Reclamation L/C Facility Commitment Cap; and together with any Incremental Term Loan Commitment(iv) after the Third Amended and Restated Credit Agreement Effective Date, the establishment of one Zion Incremental Facility Commitment (“Zion Incremental FacilitiesFacility Commitment”)), in each case, either pari passu with, or junior to, the existing Term Loan Facility, in ) by an aggregate amount not to exceed $100,000,000; provided, that the Borrower may incur unlimited additional Incremental Facilities so long as, on a Pro Forma Basis (assuming that any such Incremental Revolving Loan Commitments are drawn in full and excluding the cash proceeds of any such Incremental Term Loans or Incremental Revolving Loan Commitments) and after giving effect to any acquisitions or Dispositions or repayment of Indebtedness after the beginning excess of the relevant determination period but prior to or simultaneous with the borrowing under such Zion Incremental Facility, the First Lien Secured Leverage Ratio (as of the date of the most recent financial statements delivered pursuant to Section 6.1(a) or (b)) shall not exceed the First Lien Secured Leverage Ratio as in effect on the Closing Date (as calculated, on a Pro Forma Basis for the Transactions, as of the date of the then most recent financial statements of the then last ended fiscal quarter)Facility Commitment Cap. Each such notice shall specify (ix) the date (each, an “Increase Effective Date”) on which the Borrower EnergySolutions proposes that the Incremental Facilities increased or new Commitments shall be effective, which shall be a date not less than ten (10) 10 Business Days after the date on which such notice is delivered to the Administrative Agent and (iiy) the identity of each Person (which, if not a Lender, an Approved Fund or an Affiliate of a Lender, shall be reasonably satisfactory to the Administrative Agent) financial institution to whom the Borrower EnergySolutions proposes any portion of such Incremental Facility increased or new Commitments be allocated and the amounts of such allocations (it being understood allocations; provided that the Borrower shall first seek commitments in respect of Incremental Facilities from existing Lenders, but no any existing Lender will have an obligation approached to make provide all or a portion of any Incremental Facility)the increased or new Commitments may elect or decline, in its sole discretion, to provide such increased or new Commitment.

Borrower Request. The Borrower may at any time and from time to time after the Closing Ninth Amendment Effective Date by written notice to the Administrative Agent elect to request the establishment of one or more new term loan facilities or an increase in any existing tranche of Term Loans (each, an “Incremental Term Facility”) with term loan commitments (each, an “Incremental Term Loan Commitment”) or one or more new revolving credit facilities in an aggregate principal amount, when combined with revolving credit commitments (each, an “Incremental Revolving Loan Commitment” and together with any the aggregate amount of all Incremental Term Loan CommitmentCommitments, Incremental Term Loans and Incremental Revolving Commitments under Section 3.16 and all Incremental Equivalent Debt under Section 2.5, not in excess of (i) an amount equal to the “Incremental Facilities”maximum amount of additional Loans that could be incurred by the Borrower at such time without causing the First Lien Net Leverage Ratio to be greater than 2.25 to 1.00, calculated after giving pro forma effect to the incurrence of such additional amount (but without giving effect to any amounts incurred under the immediately following clause (ii)), in each case, either pari passu with, or junior to, the existing Term Loan Facility, in an aggregate amount not to exceed $100,000,000; provided, provided that the Borrower may incur unlimited additional Incremental Facilities so long as, on a Pro Forma Basis (assuming that any such Incremental Revolving Loan Commitments are drawn in full and excluding A) the cash proceeds of any such Incremental Term Loans or Incremental Revolving Loan CommitmentsCommitments shall be excluded for the purposes of cash netting from Indebtedness in such calculations, (B) assuming the full amount of any Incremental Revolving Commitments are borrowed (whether or not funded or outstanding) and after giving effect to any acquisitions or Dispositions or repayment of Indebtedness after the beginning (C) all Incremental Term Facilities, Incremental Revolving Commitments, Incremental Equivalent Debt and permitted refinancings of the relevant determination period but prior foregoing shall be included in the numerator of such First Lien Net Leverage Ratio calculation regardless of whether, or to what extent secured, plus (ii) greater of (A) $1,150,000,000 and (B) 100% of Consolidated EBITDA and in minimum increments of $10,000,000 or simultaneous with integral multiples of $1,000,000 in excess thereof (or such lesser minimum increments as the borrowing under such Incremental FacilityAdministrative Agent shall agree in its sole discretion) (the foregoing amount, the First Lien Secured Leverage Ratio (as of the date of the most recent financial statements delivered pursuant to Section 6.1(a) or (b)) shall not exceed the First Lien Secured Leverage Ratio as in effect on the Closing Date (as calculated, on a Pro Forma Basis for the Transactions, as of the date of the then most recent financial statements of the then last ended fiscal quarter“Available Incremental Amount”). Each such notice shall specify (i) the date (each, an a “Term Loan Increase Effective Date”) on which the Borrower proposes that the Incremental Facilities Term Loan Commitment shall be effective, which shall be a date not less than ten (10) Business Days after the date on which such notice is delivered to the Administrative Agent (or such earlier date as the Administrative Agent shall agree in its sole discretion) and (ii) the identity of each Person (which, if not a Lender, an Approved Fund or an Affiliate of a Lender, shall be reasonably satisfactory to the Administrative Agent) to whom the Borrower proposes any portion of such Incremental Facility Term Loan Commitment be allocated and the amounts of such allocations (it being understood that the Borrower shall first seek commitments in respect of Incremental Facilities from existing Lenders, but no existing Lender will have an obligation to make a portion of any Incremental Facility)allocations.

Borrower Request. The Borrower may at any time and from time to time after the Closing Date by written notice to the Administrative Agent elect to request the establishment of one or more new term loan facilities or an increase in any existing tranche of Term Loans (each, an "Incremental Term Facility") with term loan commitments (each, an “"Incremental Term Loan Commitment”") or one or more new revolving credit facilities with revolving credit commitments (each, an “Incremental Revolving Loan Commitment” and together with any Incremental Term Loan Commitment, the “Incremental Facilities”)), in each case, either pari passu with, or junior to, the existing Term Loan Facility, in an aggregate principal amount, when combined with the aggregate amount of Incremental Revolving Commitments under Section 3.16) and all Incremental Equivalent Debt under Section 2.5, not to exceed in excess of: (i) $100,000,000; provided, 300,000,000 plus (ii) the aggregate amount of all voluntary prepayments of Term Loans and voluntary prepayments of Revolving Loans with a corresponding permanent reduction of the Revolving Commitments plus (iii) the maximum amount of additional Loans that could be incurred by the Borrower may incur unlimited at such time without causing the Consolidated Secured Leverage Ratio to be greater than 4.00 to 1.0, calculated after giving pro forma effect to the incurrence of such additional Incremental Facilities so long asamount and the use of proceeds thereof, on a Pro Forma Basis (assuming that any such Incremental Revolving Loan Commitments are drawn in full and excluding the cash proceeds of any such Incremental Term Loans or Incremental Revolving Loan CommitmentsCommitments and assuming the full amount of any Incremental Revolving Commitments are borrowed (whether or not funded or outstanding) (it being understood and agreed that unless notified by the Borrower, (I) the Borrower shall be deemed to have utilized, amounts of the type described in clause (iii) above prior to the utilization of amounts under clauses (i) or (ii) above and (II) Loans may be incurred in respect of any or all of clauses (i), (ii) and after (iii) above, and the proceeds from any such incurrence in respect of clauses (i), (ii) and (iii) above, may be utilized in a single transaction by, first, calculating the incurrence in respect of clause (iii) above (without giving effect to any acquisitions incurrence in respect of clause (i) or Dispositions or repayment (ii)), second, calculating the incurrence in respect of clause (ii) above and, third, calculating the incurrence in respect of clause (i) above); provided that the Borrower may redesignate any such Indebtedness originally designated as incurred pursuant to clause (i) above if, at the time of such redesignation, the Borrower would be permitted to incur under clause (iii) the aggregate principal amount of Indebtedness after being so redesignated (for purposes of clarity, with any such redesignation having the beginning effect of increasing the relevant determination period but prior Borrower’s ability to or simultaneous with the borrowing incur indebtedness under such Incremental Facility, the First Lien Secured Leverage Ratio clause (i) above as of the date of such redesignation by the most recent financial statements delivered pursuant amount of such Indebtedness so redesignated); and in minimum increments of $10,000,000 (or such lesser minimum increments as the Administrative Agent shall agree in its sole discretion) (the foregoing amount, the "Available Incremental Amount"). Notwithstanding anything in this Agreement to Section 6.1(a) the contrary, any Incremental Term Loans the proceeds of which are used to repay or (b)) otherwise redeem, repurchase or retire Term Loans or Senior Notes shall not exceed the First Lien Secured Leverage Ratio as in effect on the Closing Date (as calculated, on a Pro Forma Basis for the Transactions, as utilize any portion of the date of Available Incremental Amount and shall not reduce the then most recent financial statements of the then last ended fiscal quarter)Available Incremental Amount. Each such notice shall specify (i) the date (each, an “a "Term Loan Increase Effective Date”") on which the Borrower proposes that the Incremental Facilities Term Loan Commitment shall be effective, which shall be a date not less than ten (10) Business Days after the date on which such notice is delivered to the Administrative Agent (or such earlier date as the Administrative Agent shall agree in its sole discretion) and (ii) the identity of each Person (which, if not a Lender, an Approved Fund or an Affiliate of a Lender, shall be reasonably satisfactory to the Administrative Agent) to whom the Borrower proposes any portion of such Incremental Facility Term Loan Commitment be allocated and the amounts of such allocations (it being understood that the Borrower shall first seek commitments in respect of Incremental Facilities from existing Lenders, but no existing Lender will have an obligation to make a portion of any Incremental Facility)allocations."

Borrower Request. The After the Opening Date, the Borrower may at any time and from time to time after the Closing Date by written notice to the Administrative Agent elect to request (x) prior to the Maturity Date for the Revolving Facility, an increase to the existing Revolving Commitments (each, an “Incremental Revolving Commitment”) and/or (y) the establishment of one or more Classes of new term loan facilities with term loan commitments (each, an “Incremental Term Loan Commitment”) or one or more new revolving credit facilities ” and, together with revolving credit commitments (each, an “the Incremental Revolving Loan Commitment” and together with any Incremental Term Loan CommitmentCommitments, the “Incremental FacilitiesCommitments”)), in each case, either pari passu with, or junior to, the existing Term Loan Facility, in by an aggregate amount not in excess of (i)(x) $100,000,000 minus (y) the aggregate principal amount of Incremental Commitments incurred pursuant to exceed $100,000,000; providedthis Section 2.13(a)(i) prior to such date plus (ii) an amount such that, that the Borrower may incur unlimited additional Incremental Facilities so long as, on a Pro Forma Basis (assuming that any such Incremental Revolving Loan Commitments are drawn in full and excluding the cash proceeds of any such Incremental Term Loans or Incremental Revolving Loan Commitments) and after giving effect to the incurrence of such amount the Borrower would be in compliance on a pro forma basis (including any acquisitions or Dispositions or repayment adjustments required by such definition as a result of a contemplated Permitted Acquisition, but excluding any concurrent incurrence of Indebtedness after the beginning of the relevant determination period but prior to or simultaneous with the borrowing under such Incremental Facility, the First Lien Secured Leverage Ratio (as of the date of the most recent financial statements delivered pursuant to Section 6.1(a) or (b)) shall not exceed the First Lien Secured Leverage Ratio as in effect on the Closing Date (as calculated, on a Pro Forma Basis for the Transactions, as of the date of the then most recent financial statements of the then last ended fiscal quarter). Each such notice shall specify clause (i) the date (each, an “Increase Effective Date”) on which the Borrower proposes that the Incremental Facilities shall be effective, which shall be a date not less than ten (10) Business Days after the date on which such notice is delivered to the Administrative Agent and (ii) the identity of each Person (which, if not a Lender, an Approved Fund or an Affiliate of a Lender, shall be reasonably satisfactory to the Administrative Agent) to whom the Borrower proposes any portion of such Incremental Facility be allocated and the amounts of such allocations above (it being understood that the Borrower shall first seek commitments in respect be deemed to have utilized this clause (ii) prior to utilization of Incremental Facilities from existing Lenders, but no existing Lender will have an obligation to make a portion amounts under clause (i) above) and without netting the cash proceeds of any Incremental Facility).Commitment) the Consolidated Total Leverage Ratio (assuming that all Incremental Commitments incurred pursuant to this Section 2.13(a) on or prior to such date of determination are funded Indebtedness and would be included in the definition of Total Funded Indebtedness, whether or not such Indebtedness would otherwise be so included) does not exceed 3.00:

Borrower Request. The Borrower may at any time and from time to time after the Closing Date by written notice to the Administrative Agent elect to request (x) prior to the Revolving Credit Commitment Termination Date, one or more increases to the existing Revolving Credit Commitments (each, an “Incremental Revolving Commitment”) and/or (y) prior to the Revolving Credit Commitment Termination Date, the establishment of one or more new term loan facilities with term loan commitments (each, an “Incremental Term Loan Commitment”) or one or more new revolving credit facilities ” and, together with revolving credit commitments (each, an “the Incremental Revolving Loan Commitment” and together with any Incremental Term Loan Commitment, the “Incremental FacilitiesCommitments”)), in each case, either pari passu with, or junior to, the existing Term Loan Facility, in ) by an(together with respect to any amounts incurred with respect to Incremental Equivalent Debt) (A) an aggregate amount not to exceed in excess of the aggregate sum of (A) $100,000,000; provided75,000,000 plus (B) an additional amount, that the Borrower may incur unlimited additional Incremental Facilities not less than $25,000,000 individually, so long as, in the case of clause (B), after giving pro forma effect to the borrowings (assuming that the Revolving Credit Commitments are fully drawn and, in the case of Incremental Revolving Commitments, that such Incremental Revolving Commitments are fully drawn) to be made on the Increase Effective Date, to any change in Consolidated EBITDA resulting from the consummation of any Permitted Acquisition concurrently with such borrowings and any increase in Indebtedness resulting from the assumption of Indebtedness in connection with the consummation of any Permitted Acquisition concurrently with such borrowings, greater of $120,000,000 and 100% of Consolidated EBITDA on a Pro Forma Basis (assuming that any such Incremental Revolving Loan Commitments are drawn in full and excluding the cash proceeds of any such Incremental Term Loans or Incremental Revolving Loan Commitments) and after giving effect to any acquisitions or Dispositions or repayment of Indebtedness after the beginning of the relevant determination period but prior to or simultaneous with the borrowing under such Incremental Facility, the First Lien Secured Leverage Ratio (as of the date most recently ended Reference Period (less, (i) solely for purposes of determining how much Indebtedness may be incurred under this clause (A), the most recent financial statements delivered pursuant aggregate principal amount of all Incremental Commitments incurred or issued in reliance on clause (A), and (ii) the aggregate principal amount of all outstanding Incremental Equivalent Debt incurred by reference to Section 6.1(athis clause (A)) or (b)B) shall not exceed an unlimited amount so long as, the First Borrower’s Consolidated Se-curedFirst Lien Secured Leverage Ratio as in effect on the Closing Date (as calculated, calculated on a Pro Forma Basis for the Transactions, as of the date of the then most recent financial statements of the then last priormost recently ended fiscal quarter)Reference Period shall not be greater than 2.5:1.03.00 to 1.00. Each such notice shall specify (i) the date (each, an “Increase Effective Date”) on which the Borrower proposes that the Incremental Facilities Commitments shall be effective, which shall be a date Business Day not less than ten (10) 10 Business Days (or such shorter period as to which the Administrative Agent may agree) after the date on which such notice is delivered to the Administrative Agent and (ii) the identity of each Person (which, if not a Lender, an Approved Fund or an Affiliate of a Lender, shall be reasonably satisfactory to the Administrative Agentassignee permit-tedpermitted by Section 10.07(b) to whom the Borrower proposes any portion of such Incremental Facility Commitments be allocated and the amounts of such allocations (it being understood allocations; provided that the Borrower shall first seek commitments in respect of Incremental Facilities from existing Lenders, but no any existing Lender will have an obligation approached to make provide all or a portion of any the Incremental Facility)Commitments may elect or decline, in its sole discretion, to provide such Incremental Commitment.

Borrower Request. The Borrower may at any time and from time to time after the Closing Date by written notice to the Administrative Agent elect to request the establishment of one or more new Term Loan Commitments under a new term loan facilities with facility or under the existing term loan commitments facility or any increase under an existing tranche of Term Loans (each, an “Incremental Term Loan Commitment”) or and/or one or more new Revolving Loan Commitments under a new revolving credit facilities facility (an “Additional Revolving Commitment”) or under the then existing revolving facility (a “Revolving Commitment Increase” and together with revolving credit commitments (eachany Additional Revolving Commitment, each an “Incremental Revolving Loan Commitment” and together with any Incremental Term Loan Commitment, the “Incremental Facilities”)), in each case, either pari passu with, or junior to, the existing Term Loan Facility, in an aggregate amount not to exceed $100,000,000; provided, that the Borrower may incur unlimited additional Maximum Incremental Facilities so long as, on a Pro Forma Basis Amount (assuming that any such Incremental Revolving Loan Commitments are drawn in full and excluding the cash proceeds date of establishment of any such Incremental Term Loans or Incremental Revolving Loan Commitments) and after giving effect to any acquisitions or Dispositions or repayment of Indebtedness after the beginning of the relevant determination period but prior to or simultaneous with the borrowing under such Incremental Facility, the First Lien Secured Leverage Ratio (as of the date of the most recent financial statements delivered pursuant to Section 6.1(a) or (b)) shall not exceed the First Lien Secured Leverage Ratio as in effect on the Closing Date (as calculated, on a Pro Forma Basis for the Transactions, as of the date of the then most recent financial statements of the then last ended fiscal quarter). Each such notice shall specify (i) the date (each, an “Increase Effective Date”) on which ); provided, that the Borrower proposes that aggregate principal amount of all Additional Revolving Commitments or Incremental Revolving Loan Commitments shall not exceed $9,000,000 in the aggregate. The opportunity to commit to provide all or a portion of the Incremental Facilities shall be effectiveoffered by the Borrower first to the existing Lenders on a pro rata basis and, which shall be a date to the extent that such existing Lenders have not less than ten agreed to provide such Incremental Facilities within five (105) Business Days after receiving such offer from the date Borrower, on which such notice is delivered to the terms specified by the Borrower, the Administrative Agent or any arranger of such Incremental Facilities, after being provided a bona fide opportunity to do so, the Borrower may then offer such opportunity to any other Eligible Assignees (which may include existing Lenders). Any existing Lender approached to provide all or a portion of such Incremental Term Loan Commitments or Incremental Revolving Loan Commitments may elect or decline, in its sole discretion, to provide such Incremental Term Loan Commitment or Incremental Revolving Loan Commitment and, to the extent any such Incremental Term Loan Commitments or Incremental Revolving Loan Commitments are not provided by existing Lenders, each Lender providing such commitment shall otherwise constitute an Eligible Assignee hereunder; provided that (i) the Administrative Agent and, solely with respect to Incremental Revolving Loan Commitments, the Issuing Bank shall have consented to any such Eligible Assignee providing all or a portion of such Incremental Term Loan Commitment or Incremental Revolving Loan Commitment, as applicable, if and to the extent such consent would be required under Section 10.04 for an assignment of such type of Loans or Commitments, as applicable, to such Eligible Assignee and (ii) the identity of each Person (which, if not a Lender, an Approved Fund any Incremental Facilities to be provided by Sponsor Investors or an Affiliate of a Lender, Affiliated Debt Funds shall be reasonably satisfactory subject to the Administrative Agentterms of Section 10.04(b) to whom the Borrower proposes any portion of as if such Incremental Facility be allocated and the amounts of Facilities were being assigned to any such allocations (it being understood that the Borrower shall first seek commitments in respect of Incremental Facilities from existing Lenders, but no existing Lender will have an obligation to make a portion of any Incremental Facility)Sponsor Investor or Affiliated Debt Fund.