Common use of Increase in Commitments Clause in Contracts

Increase in Commitments. (a) The Borrower may by written notice to the Administrative Agent elect to request (x) prior to the Revolving Termination Date, an increase to the existing Revolving Commitments under one or more of the Revolving Facilities (“Increased Revolving Commitment”) and/or (y) the establishment of one or more new term loan Commitments (each, an “Incremental Term Loan Commitment”) in an amount not less than $100,000,000 individually and in an amount not to exceed the sum of (A) the Shared Incremental Amount and (B) an amount of Incremental Term Loans or Increased Revolving Commitments such that the Senior Secured Leverage Ratio is no more than 3.50 to 1.00 as of the last day of the most recently ended period of four fiscal quarters of the Borrower for which financial statements are internally available, determined on the applicable Increase Effective Date, after giving effect to any such incurrence on a Pro Forma Basis, and, in each case, with respect to any Increased Revolving Commitments, assuming a borrowing of the maximum amount of Loans available thereunder, and excluding the cash proceeds of any such Incremental Term Loans or Increased Revolving Commitments (provided that, for the avoidance of doubt, any Incremental Term Loans or Increased Revolving Commitments incurred or issued pursuant to clause (B) on any Increase Effective Date on which the Senior Secured Leverage Ratio test in this clause (B) is met shall remain authorized pursuant to clause (B) if such Senior Secured Leverage Ratio test is not met as of any subsequent date). Each such notice shall specify (i) the date (each, an “Increase Effective Date”) on which Borrower proposes that the increased or new Commitments shall be effective, which shall be a date not fewer than 10 Business Days after the date on which such notice is delivered to the Administrative Agent and (ii) the identity of each Assignee to whom Borrower proposes any portion of such increased or new Commitments be allocated and the amounts of such allocations; provided 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; provided, further, that any existing Lender that does not respond shall be deemed to have declined to provide such increased or new Commitment.

Increase in Commitments. (a) The Borrower may by written So long as no Default or Event of Default has occurred and is continuing or would result therefrom, upon notice to the Administrative Agent elect to request (x) prior to Agent, at any time after the Revolving Termination Closing Date, an increase to the existing Borrower may request Additional Term B Commitments or Additional Revolving Credit Commitments under one or more (it being understood and agreed that (i) at the election of the Revolving Facilities (“Increased Revolving Commitment”) and/or (y) Borrower, such additional commitments in respect of any term loans may be implemented through the establishment addition of one or more additional new term loan tranches of such loans instead of being implemented as increases in the applicable Commitments (each, an “Incremental Term Loan Commitment”) in an amount not less than $100,000,000 individually and in an amount not to exceed the sum of (A) the Shared Incremental Amount and (Bii) an amount if the Borrower makes such election, the provisions of Incremental Term Loans or Increased Revolving Commitments this Section 2.14 shall be read in a manner that permits such election to be implemented; provided that the Senior Secured Leverage Ratio Borrower is no more than 3.50 only permitted to 1.00 as of the last day of the most recently ended period of implement four fiscal quarters of the Borrower for which financial statements are internally available, determined on the applicable Increase Effective Date, additional commitments under this Section 2.14; provided further that (i) after giving effect to any such incurrence on a Pro Forma Basisaddition, andthe aggregate amount of Additional Term B Commitments and Additional Revolving Credit Commitments that have been added pursuant to this Section 2.14 shall not exceed $200,000,000, plus in each case, with respect the case of an Additional Revolving Credit Commitment that serves to any Increased Revolving Commitments, assuming a borrowing effectively extend the maturity of the maximum Revolving Credit Facility, an amount equal to the reduction in the Revolving Credit Facility, (ii) any such addition shall be in an aggregate amount of Loans available thereunder, and excluding the cash proceeds $10,000,000 or any whole multiple of any such Incremental Term Loans or Increased Revolving Commitments $1,000,000 in excess thereof (provided that, for the avoidance of doubt, any Incremental Term Loans or Increased Revolving Commitments incurred or issued pursuant to clause (B) on any Increase Effective Date on which the Senior Secured Leverage Ratio test in this clause (B) is met shall remain authorized pursuant to clause (B) that such amount may be less than $10,000,000 if such Senior Secured Leverage Ratio test is not met as amount represents all remaining availability under the aggregate limit in respect of any subsequent date). Each such notice shall specify Additional Term B Commitments and Additional Revolving Credit Commitments set forth in clause (i) to this proviso), (iii) the final maturity date of any Additional Term B Loans shall be no earlier than the Maturity Date for the Term B Loans, (eachiv) the weighted average life to maturity of the Additional Term B Loans shall be no shorter than the remaining weighted average life to maturity of the Term B Loans, (v) in the case of an “Increase Effective Date”Additional Revolving Credit Commitment, the maturity date of such Additional Revolving Credit Commitment shall be no earlier than the Maturity Date applicable to the Revolving Credit Facility, and such Additional Revolving Credit Commitment shall require no scheduled amortization or mandatory commitment reduction prior to such Maturity Date and such Additional Revolving Credit Commitment shall be on the exact same terms and pursuant to the exact same documentation applicable to the Revolving Credit Facility, (vi) on which Borrower proposes that no Lender shall be required to participate in the increased Additional Term B Commitments or new the Additional Revolving Credit Commitments, (vii) the interest rate and amortization schedule applicable to the Additional Term B Commitments shall be effective, which shall be a date not fewer than 10 Business Days after determined by the date on which such notice is delivered to the Administrative Agent and (ii) the identity of each Assignee to whom Borrower proposes any portion of such increased or new Commitments be allocated and the amounts of such allocationslenders thereof; provided that in the event that the interest margins applicable to any existing Lender approached such Additional Term B Commitments is greater than the interest margins for the Term B Facility by more than 25 basis points, then the interest margins for the Term B Facility shall be increased to provide all or a portion of the increased or new extent necessary so that the interest margins for such Additional Term B Commitments may elect or decline, in its sole discretion, to provide such increased or new Commitmentare no more than 25 basis points greater than the interest margins for the Term B Facility; provided, further, that any existing Lender that does not respond that, in determining the applicable interest rate margins for such Additional Term B Commitments and the Term B Facility, (A) original issue discount (“OID”) or upfront fees (which shall be deemed to have declined constitute like amounts of OID) payable by Borrower to provide the Lenders under the Term B Facility or any Additional Term B Commitments in the initial primary syndication thereof shall be included (with OID being equated to interest based on assumed four-year life to maturity), (B) customary arrangement or commitment fees payable to any of the Arrangers (or their respective affiliates) in connection with the Term B Facility or to one or more arrangers (or their Affiliates) of any Additional Term B Commitments shall be excluded, and (C) if such Additional Term B Commitments include an interest rate floor greater than the interest rate floor applicable to the Term B Facility, such increased or new Commitmentamount shall be equated to the applicable interest rate margin for purposes of determining whether an increase to the interest margins for the Term B Facility shall be required, to the extent an increase in the interest rate floor for the Term B Facility would cause an increase in the interest rate then in effect thereunder, and in such case the interest rate floor (but not the interest margins for the Term B Facility) applicable to the Term B Facility shall be increased by such amount and (viii) the Additional Term B Loans shall rank pari passu in right of payment and of security with the Revolving Credit Loans and the Term Loans.

Increase in Commitments. (a) The Borrower may may, from time to time, on any Business Day prior to the Termination Date, increase the aggregate amount of the Commitments by written notice delivering a commitment amount increase request substantially in the form attached hereto as Exhibit H or in such other form acceptable to the Administrative Agent elect to request at least five (x5) Business Days prior to the Revolving Termination Date, an desired effective date of such increase to (the existing Revolving Commitments under “Commitment Amount Increase”) identifying one or more additional Lenders (or additional Commitments for existing Lender(s) or by a combination of existing Lenders and additional Lenders) and the amount of its Commitment (or additional amount of its Commitment(s)); provided, however, that (i) the aggregate amount of the Revolving Facilities Commitments shall not be increased by an amount in excess of $250,000,000, (“Increased Revolving Commitment”ii) and/or (y) the establishment of one or more new term loan Commitments (each, an “Incremental Term Loan Commitment”) any Commitment Amount Increase shall be in an amount not less than $100,000,000 individually 5,000,000, (iii) no Default or Event of Default shall have occurred and be continuing at the time of the request or the effective date of the Commitment Amount Increase, and (iv) all representations and warranties contained in Section 6 hereof shall be true and correct in all material respects (where not already qualified by materiality or Material Adverse Effect, otherwise in all respects) at the time of such request and on the effective date of such Commitment Amount Increase (except to the extent such representations and warranties relate to an earlier date, in which case they are true and correct in all material respects (where not already qualified by materiality or Material Adverse Effect, otherwise in all respects) as of such date). The effective date of the Commitment Amount Increase shall be as set forth in the related commitment amount increase request. Upon the effectiveness thereof, the new Lender(s) (or, if applicable, existing Lender(s)) shall advance Loans in an amount not to exceed the sum of (A) the Shared Incremental Amount and (B) an amount of Incremental Term Loans or Increased Revolving Commitments sufficient such that the Senior Secured Leverage Ratio is no more than 3.50 to 1.00 as of the last day of the most recently ended period of four fiscal quarters of the Borrower for which financial statements are internally available, determined on the applicable Increase Effective Date, after giving effect to any its advance each Lender shall have outstanding its Percentage of Loans. It shall be a condition to such incurrence on a Pro Forma Basis, and, in each case, with respect to any Increased Revolving Commitments, assuming a borrowing of the maximum amount of Loans available thereunder, and excluding the cash proceeds of any such Incremental Term Loans or Increased Revolving Commitments (provided that, for the avoidance of doubt, any Incremental Term Loans or Increased Revolving Commitments incurred or issued pursuant to clause (B) on any Increase Effective Date on which the Senior Secured Leverage Ratio test in this clause (B) is met shall remain authorized pursuant to clause (B) if such Senior Secured Leverage Ratio test is not met as of any subsequent date). Each such notice shall specify effectiveness that (i) if any Eurodollar Loans are outstanding on the date (eachof such effectiveness, an “Increase Effective Date”) on which Borrower proposes that the increased or new Commitments such Eurodollar Loans shall be effective, which deemed to be prepaid on such date and the Borrower shall be a date not fewer than 10 Business Days after the date on which such notice is delivered pay any amounts owing to the Administrative Agent Lenders pursuant to Section 1.11 hereof and (ii) the identity of each Assignee to whom Borrower proposes shall not have previously terminated any portion of such increased or new the Commitments be allocated pursuant to Section 1.12 hereof. The Borrower agrees to pay any reasonable and documented, out-of-pocket expenses of the Administrative Agent relating to any Commitment Amount Increase and arrangement fees related thereto as agreed upon in writing between Administrative Agent and the amounts of such allocations; provided that Borrower. Notwithstanding anything herein to the contrary, no Lender shall have any existing Lender approached obligation to provide all or a portion of the increased or new Commitments may elect or decline, in increase its sole discretion, to provide such increased or new Commitment; provided, further, that any existing Lender that does not respond Commitment and no Lender’s Commitment shall be deemed increased without its consent thereto, and each Lender may at its option, unconditionally and without cause, decline to have declined to provide such increased or new increase its Commitment.

Increase in Commitments. (a) The A Borrower may by written notice to the Administrative Agent elect to request (x) prior to the Revolving Termination Date, an increase to the existing Revolving Commitments under add one or more of the Revolving Facilities (“Increased Revolving Commitment”) and/or (y) the establishment of one or more new incremental term loan Commitments facilities hereunder (each, an “Incremental Term Facility”; the commitments thereunder are referred to as “Incremental Term Loan CommitmentCommitments” and loans pursuant thereto “Incremental Term Loans”) and/or increase commitments under the Revolving Facility (any such increase, an “Incremental Revolving Increase”; the commitments thereunder are referred to as “Incremental Revolving Commitments” and loans pursuant thereto “Incremental Revolving Loans”); the Incremental Term Facilities and the Incremental Revolving Increases are collectively referred to as “Incremental Facilities”); provided that the (1) total aggregate amount for all such Incremental Facilities (assuming, for the purposes of determining each of clauses (A) and (B), in an the case of any Incremental Revolving Increase, the full amount thereof is drawn) shall not less than $100,000,000 individually and in an amount not to (as of any date of incurrence thereof) exceed the sum of (A) the Shared Incremental Amount $200,000,000 and (B) an amount of Incremental Term Loans or Increased Revolving Commitments such that at the time of such incurrence and after giving effect thereto on a pro forma basis the Senior Secured Leverage Ratio is no more less than 3.50 or equal to 2.75 to 1.00 as of and (2) the last day of the most recently ended period of four fiscal quarters of the Borrower total aggregate amount for which financial statements are internally available, determined on the applicable Increase Effective Date, after giving effect to any such incurrence on each Incremental Facility shall not be less than a Pro Forma Basis, and, in each case, with respect to any Increased Revolving Commitments, assuming a borrowing of the maximum minimum principal amount of Loans available thereunder$25,000,000 or, and excluding if less, the cash proceeds of any such Incremental Term Loans or Increased Revolving Commitments (provided that, for the avoidance of doubt, any Incremental Term Loans or Increased Revolving Commitments incurred or issued remaining amount permitted pursuant to the foregoing clause (B) on any Increase Effective Date on which the Senior Secured Leverage Ratio test in this clause (B) is met shall remain authorized pursuant to clause (B) if such Senior Secured Leverage Ratio test is not met as of any subsequent date1). Each such notice shall specify (ix) the date (each, an “Increase Effective Date”) on which such Borrower proposes that the increased or new Commitments Incremental Facility shall be effective, which shall be a date not fewer less than 10 five Business Days after the date on which such notice is delivered to the Administrative Agent and (iiy) the identity of each Eligible Assignee to whom such Borrower proposes any portion of such increased or new Commitments Incremental Facility be allocated and the amounts of such allocations; provided that any existing Lender approached to provide all or a portion of the increased or new Commitments Incremental Facility may elect or decline, in its sole discretion, to provide such increased or new Commitment; providedportion of the Incremental Facility. Notwithstanding the foregoing, further, that any existing Lender that does not respond no such notice shall be deemed required in connection with the Incremental Facilities provided pursuant to have declined to provide such increased or new CommitmentAmendment No. 2.

Increase in Commitments. (a) The Borrower may by written So long as no Default or Event of Default has occurred and is continuing or would result therefrom, upon notice to the Administrative Agent elect Agent, at any time after the Closing Date, the Borrower may request one or more Additional Term A Commitments, one or more Additional Term B Commitments, or one or more Additional Revolving Credit Commitments (it being understood and agreed that (i) at the election of the Borrower, such additional commitments in respect of any term loans may be implemented through the addition of additional new tranches of such loans instead of being implemented as increases in the applicable Commitments and (ii) if the Borrower makes such election, the provisions of this Section shall be read in a manner that permits such election to request be implemented; provided that (x) prior to the Revolving Termination Date, an increase to final maturity date of any such new tranche of term loans shall be no earlier than the existing Revolving Commitments under one or more of Maturity Date for the Revolving Facilities (“Increased Revolving Commitment”) and/or Term A Loans and (y) the establishment Weighted Average Life to Maturity of one or more any such new tranche of term loan Commitments (each, an “Incremental Term Loan Commitment”) in an amount not less loans shall be no shorter than $100,000,000 individually and in an amount not the remaining Weighted Average Life to exceed the sum of (A) the Shared Incremental Amount and (B) an amount of Incremental Term Loans or Increased Revolving Commitments such that the Senior Secured Leverage Ratio is no more than 3.50 to 1.00 as Maturity of the last day of the most recently ended period of four fiscal quarters of the Borrower for which financial statements are internally available, determined on the applicable Increase Effective Date, Term A Loans); provided that (i) after giving effect to any such incurrence on a Pro Forma Basisaddition, and, in each case, with respect to any Increased Revolving the aggregate amount of Additional Term A Commitments, assuming a borrowing of the maximum Additional Term B Commitments and Additional Revolving Credit Commitments that have been added pursuant to this Section 2.14 shall not exceed $150,000,000; (ii) any such addition shall be in an aggregate amount of Loans available thereunder, and excluding the cash proceeds $10,000,000 or any whole multiple of any such Incremental Term Loans or Increased Revolving Commitments $500,000 in excess thereof (provided that, for the avoidance of doubt, any Incremental Term Loans or Increased Revolving Commitments incurred or issued pursuant to clause (B) on any Increase Effective Date on which the Senior Secured Leverage Ratio test in this clause (B) is met shall remain authorized pursuant to clause (B) that such amount may be less than $10,000,000 if such Senior Secured Leverage Ratio test is not met as amount represents all remaining availability under the aggregate limit in respect of any subsequent date). Each such notice shall specify Additional Term A Commitments, Additional Term B Commitments and Additional Revolving Credit Commitments set forth in clause (i) to this proviso), (iii) the final maturity date of any Additional Term A Loans shall be no earlier than the Maturity Date for the Term A Loans, (eachiv) the final maturity date of any Additional Term B Loans shall be no earlier than the Maturity Date for the Term B Loans, an “Increase Effective Date”(v) on which Borrower proposes that the increased weighted average life to maturity of the Additional Term A Loans shall be no shorter than the remaining weighted average life to maturity of the Term A Loans, (vi) the weighted average life to maturity of the Additional Term B Loans shall be no shorter than the remaining weighted average life to maturity of the Term B Loans, (vii) no Lender shall be required to participate in the Additional Term A Commitments, the Additional Term B Commitments or new the Additional Revolving Credit Commitments, (viii) the interest rate and amortization schedule applicable to the Additional Term A Commitments and the Additional Term B Commitments shall be effective, which shall be a date not fewer than 10 Business Days after determined by the date on which such notice is delivered to Borrower and the Administrative Agent lenders thereof and (iiix) the identity of each Assignee to whom Borrower proposes any portion of such increased or new Commitments be allocated Additional Term A Loans and the amounts Additional Term B Loans shall rank pari passu in right of such allocations; provided that any existing Lender approached to provide all or a portion payment and of security with the increased or new Commitments may elect or decline, in its sole discretion, to provide such increased or new Commitment; provided, further, that any existing Lender that does not respond shall be deemed to have declined to provide such increased or new CommitmentRevolving Credit Loans and the Term Loans.

Increase in Commitments. At any time following the Agreement Date and prior to the Termination Date the aggregate amount of the Commitments may, at the option of the Borrower, be increased by an amount not in excess of $200,000,000, either by new Banks establishing such additional Commitments or by one or more then-existing Banks increasing their Commitments (each such increase by either means, a "Commitment Increase," and each such new Bank or Bank increasing its Commitment, an "Additional Commitment Bank"); provided that (a) The Borrower may by written notice each Additional Commitment Bank shall be reasonably acceptable to the Administrative Agent elect to request and the Issuing Bank, (xb) no Default shall exist immediately prior to or after the Revolving Termination Dateeffective date of such Commitment Increase, an increase to the existing Revolving Commitments under one or more of the Revolving Facilities (“Increased Revolving Commitment”c) and/or (y) the establishment of one or more new term loan Commitments (each, an “Incremental Term Loan Commitment”) each such Commitment Increase shall be in an amount not less than $100,000,000 individually 10,000,000 and multiples of $5,000,000 in excess thereof, (d) no such Commitment Increase shall become effective unless and until the Borrower, the Administrative Agent, the Issuing Bank and the Additional Commitment Banks shall have executed and delivered an amount not to exceed agreement substantially in the sum form of Schedule 1.09 (Aa "Commitment Increase Supplement"), and (d) the Shared Incremental Amount increase in the Total Commitments shall not exceed $200,000,000. On the effective date of such Commitment Increase, each Additional Commitment Bank shall purchase, for assignment, from each other existing Bank the portion of such other Bank's RC Loans and (B) an amount Letter of Incremental Term Loans or Increased Revolving Commitments Credit Participations outstanding at such that the Senior Secured Leverage Ratio is no more than 3.50 to 1.00 as of the last day of the most recently ended period of four fiscal quarters of the Borrower for which financial statements are internally available, determined on the applicable Increase Effective Datetime such that, after giving effect to any such incurrence assignments, the respective aggregate amount of RC Loans and Letter of Credit Participations of each Bank shall be equal to such Bank's pro rata share (based on a Pro Forma Basisthe total Commitments, as increased pursuant hereto) of the aggregate RC Loans and Letter of Credit Participations outstanding. The purchase price for the RC Loans and Letter of Credit Participations so assigned shall be the principal amount of the RC Loans and unreimbursed Drawings so assigned plus the amount of accrued and unpaid interest thereon on the date of assignment. Upon payment of such purchase price, each other Bank shall be automatically deemed to have sold and made such an assignment to such Additional Commitment Bank and shall, to the extent of the interest assigned, be released from its obligations under this Agreement, and such Additional Commitment Bank shall be automatically deemed to have purchased and assumed such an assignment from each other Bank and, in each caseif not already a Bank hereunder, with respect to any Increased Revolving Commitments, assuming a borrowing of the maximum amount of Loans available thereunder, and excluding the cash proceeds of any such Incremental Term Loans or Increased Revolving Commitments (provided that, for the avoidance of doubt, any Incremental Term Loans or Increased Revolving Commitments incurred or issued pursuant to clause (B) on any Increase Effective Date on which the Senior Secured Leverage Ratio test in this clause (B) is met shall remain authorized pursuant to clause (B) if such Senior Secured Leverage Ratio test is not met as of any subsequent date). Each such notice shall specify (i) the date (each, an “Increase Effective Date”) on which Borrower proposes that the increased or new Commitments shall be effective, which shall be a date not fewer than 10 Business Days after the date on which such notice is delivered party hereto and, to the Administrative Agent and (ii) the identity of each Assignee to whom Borrower proposes any portion of such increased or new Commitments be allocated and the amounts of such allocations; provided that any existing Lender approached to provide all or a portion extent of the increased or new Commitments may elect or declineinterest assigned, in its sole discretion, to provide such increased or new Commitment; provided, further, that any existing Lender that does not respond shall be deemed to have declined to provide such increased or new Commitmentthe rights and obligations of a Bank under this Agreement.

Increase in Commitments. (a) The Borrower Borrowers may by written notice from time to time, on any Business Day after the Administrative Agent elect to request (x) Effective Date and prior to the Revolving Termination DateDate so long as no Default or Event of Default exists, an increase to the existing Revolving Commitments under one or more aggregate amount of the Revolving Facilities Credit Commitments by the Company delivering a Commitment Amount Increase Request at least five (5) Business Days prior to the desired effective date of such increase (the “Increased Revolving CommitmentCommitment Amount Increase”) and/or identifying an additional Lender (yor additional Revolving Credit Commitments for existing Lender(s)) and the amount of its Revolving Credit Commitment (or additional amount of its Revolving Credit Commitment(s)); provided, however, that (i) the establishment aggregate amount of one or more new term loan the Revolving Credit Commitments shall not at any time exceed $850,000,000, (each, an “Incremental Term Loan Commitment”ii) any increase of the aggregate amount of the Revolving Credit Commitments shall be in an amount not less than $100,000,000 individually 25,000,000 and (iii) each of the representations and warranties set forth in Section 7 and in the other Loan Documents shall be and remain true and correct in all material respects on the effective date of such increase (where not already qualified by materiality, otherwise in all respects), except to the extent the same expressly relate to an amount earlier date, in which case they shall be true and correct in all material respects (where not to exceed the sum of (Aalready qualified by materiality, otherwise in all respects) the Shared Incremental Amount and (B) an amount of Incremental Term Loans or Increased Revolving Commitments such that the Senior Secured Leverage Ratio is no more than 3.50 to 1.00 as of such earlier date. The effective date of any Commitment Amount Increase shall be agreed upon by the last day Company, on behalf of the most recently ended period of four fiscal quarters Borrowers, and the Administrative Agent. Upon the effectiveness thereof, Schedule 1 shall be deemed amended to reflect the increase and the new Lender(s) (or, if applicable, existing Lender(s)) shall advance Revolving Loans, or the existing Lenders shall make such assignments (which assignments shall not be subject to the requirements set forth in Section 14.11) of the Borrower for which financial statements are internally available, determined on outstanding Loans and L/C Obligations to the applicable Lenders providing the Commitment Amount Increase Effective Dateso that, after giving effect to any such incurrence on assignments, each Lender (including the Lenders providing the Commitment Amount Increase) will hold Loans and L/C Obligations equal to its Percentage of all outstanding Loans and L/C Obligations. It shall be a Pro Forma Basis, and, in each case, with respect condition to any Increased Revolving Commitments, assuming a borrowing of the maximum amount of Loans available thereunder, and excluding the cash proceeds of any such Incremental Term Loans or Increased Revolving Commitments (provided that, for the avoidance of doubt, any Incremental Term Loans or Increased Revolving Commitments incurred or issued pursuant to clause (B) on any Increase Effective Date on which the Senior Secured Leverage Ratio test in this clause (B) is met shall remain authorized pursuant to clause (B) if such Senior Secured Leverage Ratio test is not met as of any subsequent date). Each such notice shall specify effectiveness that (i) either no Eurocurrency Loans be outstanding on the date (each, an “Increase Effective Date”) on which Borrower proposes that of such effectiveness or the increased or new Commitments shall be effective, which shall be a date not fewer than 10 Business Days after Borrowers pay any applicable breakage cost under Section 3.6 incurred by any Lender resulting from the date on which such notice is delivered to the Administrative Agent repayment of its Loans and (ii) the identity of each Assignee to whom Borrower proposes Borrowers shall not have terminated any portion of such increased or new the Revolving Credit Commitments be allocated and the amounts of such allocations; provided that pursuant to Section 3.7 hereof. The Borrowers agree to pay any existing Lender approached to provide all or a portion reasonable expenses of the increased or new Commitments may elect or declineAdministrative Agent relating to any Commitment Amount Increase. Notwithstanding anything herein to the contrary, in no Lender shall have any obligation to increase its sole discretion, to provide such increased or new Commitment; provided, further, that any existing Lender that does not respond Revolving Credit Commitment and no Lender’s Revolving Credit Commitment shall be deemed increased without its written consent thereto, and each Lender may at its option, unconditionally and without cause, decline to have declined to provide such increased or new increase its Revolving Credit Commitment.

Increase in Commitments. The Company shall have the right, so long as no Default shall have occurred and be continuing, without the consent of any Bank (except as described in clause (i) below) but with the consent of the Administrative Agent (which consent shall not be unreasonably withheld), at any time prior to August 5, 2002, to increase the total aggregate amount of the Commitments hereunder by (a) The Borrower may by written notice adding a lender or lenders hereto with a Commitment or Commitments up to the Administrative Agent elect amount (or aggregate amount) of any such increase (which lender or lenders shall thereupon become "Banks" hereunder) and/or (b) enabling any Bank or Banks to request increase its (xor their) Commitment (or Commitments) up to the amount of any such increase; PROVIDED, HOWEVER, that (i) in no event shall any Bank's Commitment be increased without the consent of such Bank, (ii) if any Committed Loans are outstanding hereunder on the date that any such increase is to become effective, the principal amount of all such Committed Loans shall on or prior to the Revolving Termination Dateeffectiveness of such increase, an increase to at the existing Revolving Commitments under one or more option of the Revolving Facilities Company, either (“Increased Revolving Commitment”A) and/or be repaid, together with accrued interest thereon and any costs incurred by any Bank in accordance with Section 5.05 (ybut all such Loans may, on the terms and conditions hereof, be reborrowed on the date that any such increase becomes effective pro rata among all of the Banks) or (B) be converted into Competitive Loans with the establishment same terms (including, without limitation, interest rate) and maturity of such Committed Loans, provided that the Competitive Loans into which such Committed Loans are converted shall constitute a utilization of the Commitments, (iii) any such increase shall be in an integral multiple of $50,000,000, (iv) in no event shall any such increase result in the total aggregate amount of the Commitments exceeding $1,500,000,000 and (v) no increase in Commitments contemplated by this Section 2.12 shall result in any one or more new term loan Commitments (each, an “Incremental Term Loan Commitment”) Bank hereunder having a Commitment in an amount not less which equals more than $100,000,000 individually and in an amount not to exceed 20% of the sum of (A) the Shared Incremental Amount and (B) an aggregate amount of Incremental Term Loans or Increased Revolving all Commitments such that the Senior Secured Leverage Ratio is no more than 3.50 to 1.00 as of the last day of the most recently ended period of four fiscal quarters of the Borrower for which financial statements are internally available, determined on the applicable Increase Effective Date, after giving effect to any such incurrence on a Pro Forma Basis, and, in each case, with respect to any Increased Revolving Commitments, assuming a borrowing of the maximum amount of Loans available thereunder, hereunder. The Company and excluding the cash proceeds of any such Incremental Term Loans or Increased Revolving Commitments (provided that, for the avoidance of doubt, any Incremental Term Loans or Increased Revolving Commitments incurred or issued pursuant to clause (B) on any Increase Effective Date on which the Senior Secured Leverage Ratio test in this clause (B) is met shall remain authorized pursuant to clause (B) if such Senior Secured Leverage Ratio test is not met as of any subsequent date). Each such notice shall specify (i) the date (each, an “Increase Effective Date”) on which Borrower proposes that the increased or new Commitments shall be effective, which shall be a date not fewer than 10 Business Days after the date on which such notice is delivered to the Administrative Agent and the Banks agree to use their best efforts to effectuate any such increase, subject to the terms and conditions set forth herein (ii) the identity including, without limitation, by execution and delivery of each Assignee to whom Borrower proposes any portion of such increased or new Commitments be allocated and the amounts of such allocations; provided 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; provided, further, that any existing Lender that does not respond shall be deemed to have declined to provide such increased or new Commitmentappropriate documentation).

Increase in Commitments. (a) The Borrower may shall have the right, at any time prior to the date that is one hundred eighty (180) days prior to the Termination Date by written notice to and in consultation with the Administrative Agent, Swingline Lender and the Joint Lead Arrangers, to request an increase in the aggregate Revolver Commitments (each such requested increase, a “Commitment Increase”), by having one or more existing Lenders increase their respective Revolver Commitments then in effect (each, an “Increasing Lender”), by adding as a Lender with a new Revolver Commitment hereunder one or more Persons that are not already Lenders (each, an “Additional Lender”), or a combination thereof, provided that (i) any such request for a Commitment Increase shall be in a minimum amount of $5,000,000, (ii) immediately after giving effect to any Commitment Increase, (y) the aggregate Revolver Commitments shall not exceed $90,000,000 and (z) the aggregate of all Commitment Increases effected shall not exceed $40,000,000, (iii) no Default or Event of Default shall have occurred and be continuing on the applicable Commitment Increase Date (as hereinafter defined) or shall result from any Commitment Increase, (iv) immediately after giving effect to any Commitment Increase (including any Borrowings in connection therewith and the application of the proceeds thereof), the Borrower shall be in compliance with the covenants contained in Article V, (v) no consent of any Lender to such Commitment Increase shall be required and no Lender shall be obligated to participate as a Lender in such Commitment Increase, and (vi) the Borrower shall give the existing Lenders the right of first refusal for participating in any such Commitment Increase by providing such notice to the Administrative Agent elect ten (10) Domestic Business Days before executing a commitment with any Person that is not already a Lender. An existing Lender shall have priority over Additional Lenders to request participate in such requested Commitment Increase if such existing Lender provides written notice of its election to participate within ten (x10) prior to Domestic Business Days of such existing Lender’s receipt of such notice. Such notice from the Revolving Termination Date, an increase to Borrower shall specify the existing Revolving Commitments under one or more requested amount of the Revolving Facilities (“Increased Revolving Commitment”) and/or (y) the establishment of one or more new term loan Commitments (each, Commitment Increase. No Lender shall have any obligation to become an “Incremental Term Loan Commitment”) in an amount not less than $100,000,000 individually Increasing Lender and in an amount not any decision by a Lender to exceed the sum of (A) the Shared Incremental Amount and (B) an amount of Incremental Term Loans or Increased Revolving Commitments such that the Senior Secured Leverage Ratio is no more than 3.50 to 1.00 as of the last day of the most recently ended period of four fiscal quarters of the Borrower for which financial statements are internally available, determined on the applicable Increase Effective Date, after giving effect to any such incurrence on a Pro Forma Basis, and, in each case, with respect to any Increased Revolving Commitments, assuming a borrowing of the maximum amount of Loans available thereunder, and excluding the cash proceeds of any such Incremental Term Loans or Increased Revolving Commitments (provided that, for the avoidance of doubt, any Incremental Term Loans or Increased Revolving Commitments incurred or issued pursuant to clause (B) on any Increase Effective Date on which the Senior Secured Leverage Ratio test in this clause (B) is met shall remain authorized pursuant to clause (B) if such Senior Secured Leverage Ratio test is not met as of any subsequent date). Each such notice shall specify (i) the date (each, an “Increase Effective Date”) on which Borrower proposes that the increased or new Commitments increase its Commitment shall be effectivemade in its sole discretion independently from any other Lender. Other than fees payable under the Administrative Agent’s Letter Agreement, which shall be paid in accordance with its terms, any fees paid by the Borrower for a date not fewer than 10 Business Days after the date on which such notice is delivered Commitment Increase to an Increasing Lender, an Additional Lender, the Administrative Agent or BB&T and (ii) the identity of Fifth Third Bank, as joint lead arrangers, shall be for their own account and shall be in an amount, if any, mutually agreed upon by each Assignee to whom Borrower proposes any portion of such increased or new Commitments be allocated party and the amounts of such allocations; provided that any existing Lender approached to provide all or a portion of the increased or new Commitments may elect or declineBorrower, in its each party’s sole discretion, to provide such increased or new Commitment; provided, further, that any existing Lender that does not respond shall be deemed to have declined to provide such increased or new Commitment.

Increase in Commitments. (a) The Borrower may Borrowers may, by written notice to the Administrative Agent Agent, elect to request (x) prior to the Maturity Date for the Revolving Termination DateFacility, an increase to the existing Revolving Commitments under one or more of the Revolving Facilities (each, an “Increased Incremental Revolving Commitment”) and/or (y) the establishment of one or more new term loan Commitments commitments (each, an “Incremental Term Loan Commitment” and the Loans thereunder “Incremental Term Loans”); Incremental Revolving Commitments and Incremental Term Commitments are referred in this Section 2.18, as “Incremental Commitments”)), by an aggregate amount (after giving effect to all increases under clauses (x) and (y)) not exceeding, in an amount not less than $100,000,000 individually and in an amount not to exceed the aggregate (for all such requests), the sum of (Ai) the Shared Incremental Fixed Amount and (Bless any use under this Section 2.18 or Section 7.02(p) an amount of Incremental Term Loans or Increased Revolving Commitments such that plus (ii) the Senior Secured Leverage Ratio is no more than 3.50 to 1.00 as of the last day of the most recently ended period of four fiscal quarters of the Borrower for which financial statements are internally available, determined on the applicable Increase Effective Date, after giving effect to any such incurrence on a Pro Forma Basis, and, in each case, with respect to any Increased Revolving Commitments, assuming a borrowing of the maximum amount of Loans available thereunder, and excluding the cash proceeds of any such Incremental Term Loans or Increased Revolving Commitments (provided that, for the avoidance of doubt, any Incremental Term Loans or Increased Revolving Commitments incurred or issued pursuant to clause (B) on any Increase Effective Date on which the Senior Secured Leverage Ratio test in this clause (B) is met shall remain authorized pursuant to clause (B) if such Senior Secured Leverage Ratio test is not met as of any subsequent date)Amount. Each such notice shall specify (i) the date (each, an “Increase Effective Date”) on which Borrower proposes the Borrowers propose that the increased or new Incremental Commitments shall be effective, which shall be a date not fewer less than 10 five (5) Business Days after the date on which such notice is delivered to the Administrative Agent and (ii) the identity of each Eligible Assignee to whom Borrower proposes the Borrowers propose any portion of such increased or new Incremental Commitments be allocated and the amounts of such allocations; provided that any existing Lender approached to provide all or a portion of the increased or new Incremental Commitments may elect or decline, in its sole discretion, to provide such increased or new Incremental Commitment; provided, further, that any existing Lender that does not respond . Each Incremental Commitment shall be deemed to have declined to provide in an aggregate amount of $25,000,000 or any whole multiple of $5,000,000 in excess thereof (provided that such increased or new Commitmentamount may be less than $25,000,000 if such amount represents all remaining availability under the aggregate limit in respect of Incremental Commitments set forth in above).

Increase in Commitments. (a) The Borrower may shall have the right, at any time prior to the date that is one hundred eighty (180) days prior to the Termination Date by written notice to and in consultation with the Administrative Agent, to request an increase in the aggregate Revolver Commitments (each such requested increase, a “Commitment Increase”), by having one or more existing Lenders increase their respective Revolver Commitments then in effect (each, an “Increasing Lender”), by adding as a Lender with a new Revolver Commitment hereunder one or more Persons that are not already Lenders (each, an “Additional Lender”), or a combination thereof, provided that (i) any such request for a Commitment Increase shall be in a minimum amount of $5,000,000, (ii) immediately after giving effect to any Commitment Increase, (y) the aggregate Revolver Commitments shall not exceed $150,000,000 and (z) the aggregate of all Commitment Increases effected shall not exceed Conformed Credit Agreement - Page 58 140760.01015/104831797v.13 Exhibit 10.40 $55,000,000, (iii) no Default or Event of Default shall have occurred and be continuing on the applicable Commitment Increase Date (as hereinafter defined) or shall result from any Commitment Increase, (iv) immediately after giving effect to any Commitment Increase (including any Borrowings in connection therewith and the application of the proceeds thereof), the Borrower shall be in compliance with the covenants contained in Article V, (v) no consent of any Lender to such Commitment Increase shall be required and no Lender shall be obligated to participate as a Lender in such Commitment Increase, (vi) the Borrower shall give the existing Lenders the right of first refusal for participating in any such Commitment Increase by providing such notice to the Administrative Agent elect to request ten (x10) prior to the Revolving Termination DateBusiness Days before executing a commitment with any Person that is not already a Lender, an increase to the existing Revolving Commitments under one or more of the Revolving Facilities (“Increased Revolving Commitment”) and/or (y) the establishment of one or more new term loan Commitments (each, an “Incremental Term Loan Commitment”) in an amount not less than $100,000,000 individually and in an amount not to exceed the sum of (A) the Shared Incremental Amount and (Bvii) an amount of Incremental Term Loans or Increased Revolving Commitments such that the Senior Secured Leverage Ratio is no more than 3.50 to 1.00 as of the last day of the most recently ended period of four fiscal quarters Section 5.07 will be adjusted by mutual consent of the Borrower and the Majority Lenders. An existing Lender shall have priority over Additional Lenders to participate in such requested Commitment Increase if such existing Lender provides written notice of its election to participate within ten (10) Business Days of such existing Lender’s receipt of such notice. Such notice from the Borrower shall specify the requested amount of the Commitment Increase. No Lender shall have any obligation to become an Increasing Lender and any decision by a Lender to increase its Commitment shall be made in its sole discretion independently from any other Lender. Other than fees payable to the Administrative Agent, any fees paid by the Borrower for which financial statements are internally availablea Commitment Increase to an Increasing Lender, determined on an Additional Lender, and the applicable Increase Effective DateAdministrative Agent, after giving effect to any shall be for their own account and shall be in an amount, if any, mutually agreed upon by each such incurrence on a Pro Forma Basis, andparty and the Borrower, in each case, with respect to any Increased Revolving Commitments, assuming a borrowing of the maximum amount of Loans available thereunder, and excluding the cash proceeds of any such Incremental Term Loans or Increased Revolving Commitments (provided that, for the avoidance of doubt, any Incremental Term Loans or Increased Revolving Commitments incurred or issued pursuant to clause (B) on any Increase Effective Date on which the Senior Secured Leverage Ratio test in this clause (B) is met shall remain authorized pursuant to clause (B) if such Senior Secured Leverage Ratio test is not met as of any subsequent date). Each such notice shall specify (i) the date (each, an “Increase Effective Date”) on which Borrower proposes that the increased or new Commitments shall be effective, which shall be a date not fewer than 10 Business Days after the date on which such notice is delivered to the Administrative Agent and (ii) the identity of each Assignee to whom Borrower proposes any portion of such increased or new Commitments be allocated and the amounts of such allocations; provided that any existing Lender approached to provide all or a portion of the increased or new Commitments may elect or decline, in its party’s sole discretion, to provide such increased or new Commitment; provided, further, that any existing Lender that does not respond shall be deemed to have declined to provide such increased or new Commitment.

Increase in Commitments. (a) The Borrower Borrowers may by written notice from time to time, on any Business Day after the Administrative Agent elect to request (x) Effective Date and prior to the Revolving Termination DateDate so long as no Default or Event of Default exists, an increase to the existing Revolving Commitments under one or more aggregate amount of the Revolving Facilities Credit Commitments by the Company delivering a Commitment Amount Increase Request at least five (5) Business Days prior to the desired effective date of such increase (the “Increased Revolving CommitmentCommitment Amount Increase”) and/or identifying an additional Lender (yor additional Revolving Credit Commitments for existing Lender(s)) and the amount of its Revolving Credit Commitment (or additional amount of its Revolving Credit Commitment(s)); provided, however, that (i) the establishment aggregate amount of one or more new term loan the Revolving Credit Commitments shall not at any time exceed $1,700,000,000, (each, an “Incremental Term Loan Commitment”ii) any increase of the aggregate amount of the Revolving Credit Commitments shall be in an amount not less than $100,000,000 individually 25,000,000 and (iii) each of the representations and warranties set forth in Section 7 and in the other Loan Documents shall be and remain true and correct in all material respects on the effective date of such increase (where not already qualified by materiality, otherwise in all respects), except to the extent the same expressly relate to an amount earlier date, in which case they shall be true and correct in all material respects (where not to exceed the sum of (Aalready qualified by materiality, otherwise in all respects) the Shared Incremental Amount and (B) an amount of Incremental Term Loans or Increased Revolving Commitments such that the Senior Secured Leverage Ratio is no more than 3.50 to 1.00 as of such earlier date. The effective date of any Commitment Amount Increase shall be agreed upon by the last day Company, on behalf of the most recently ended period of four fiscal quarters Borrowers, and the Administrative Agent. Upon the effectiveness thereof, Schedule 1 shall be deemed amended to reflect the increase and the new Lender(s) (or, if applicable, existing Lender(s)) shall advance Revolving Loans, or the existing Lenders shall make such assignments (which assignments shall not be subject to the requirements set forth in Section 14.11) of the Borrower for which financial statements are internally available, determined on outstanding Loans and L/C Obligations to the applicable Lenders providing the Commitment Amount Increase Effective Dateso that, after giving effect to any such incurrence on assignments, each Lender (including the Lenders providing the Commitment Amount Increase) will hold Loans and L/C Obligations equal to its Percentage of all outstanding Loans and L/C Obligations. It shall be a Pro Forma Basis, and, in each case, with respect condition to any Increased Revolving Commitments, assuming a borrowing of the maximum amount of Loans available thereunder, and excluding the cash proceeds of any such Incremental Term Loans or Increased Revolving Commitments (provided that, for the avoidance of doubt, any Incremental Term Loans or Increased Revolving Commitments incurred or issued pursuant to clause (B) on any Increase Effective Date on which the Senior Secured Leverage Ratio test in this clause (B) is met shall remain authorized pursuant to clause (B) if such Senior Secured Leverage Ratio test is not met as of any subsequent date). Each such notice shall specify effectiveness that (i) either no Eurocurrency Loans be outstanding on the date (each, an “Increase Effective Date”) on which Borrower proposes that of such effectiveness or the increased or new Commitments shall be effective, which shall be a date not fewer than 10 Business Days after Borrowers pay any applicable breakage cost under Section 3.6 incurred by any Lender resulting from the date on which such notice is delivered to the Administrative Agent repayment of its Loans and (ii) the identity of each Assignee to whom Borrower proposes Borrowers shall not have terminated any portion of such increased or new the Revolving Credit Commitments be allocated and the amounts of such allocations; provided that pursuant to Section 3.7 hereof. The Borrowers agree to pay any existing Lender approached to provide all or a portion reasonable expenses of the increased or new Commitments may elect or declineAdministrative Agent relating to any Commitment Amount Increase. Notwithstanding anything herein to the contrary, in no Lender shall have any obligation to increase its sole discretion, to provide such increased or new Commitment; provided, further, that any existing Lender that does not respond Revolving Credit Commitment and no Lender’s Revolving Credit Commitment shall be deemed increased without its written consent thereto, and each Lender may at its option, unconditionally and without cause, decline to have declined to provide such increased or new increase its Revolving Credit Commitment.

Increase in Commitments. (a) The Borrower may shall have the right, at any time prior to the date that is one hundred eighty (180) days prior to the Termination Date by written notice to and in consultation with the Administrative Agent, Swingline Lender and the Joint Lead Arrangers, to request an increase in the aggregate Revolver Commitments (each such requested increase, a “Commitment Increase”), by having one or more existing Lenders increase their respective Revolver Commitments then in effect (each, an “Increasing Lender”), by adding as a Lender with a new Revolver Commitment hereunder one or more Persons that are not already Lenders (each, an “Additional Lender”), or a combination thereof, provided that (i) any such request for a Commitment Increase shall be in a minimum amount of $5,000,000, (ii) immediately after giving effect to any Commitment Increase, (y) the aggregate Revolver Commitments shall not exceed $215,000,000 and (z) the aggregate of all Commitment Increases effected shall not exceed $50,000,000, (iii) no Default or Event of Default shall have occurred and be continuing on the applicable Commitment Increase Date (as hereinafter defined) or shall result from any Commitment Increase, (iv) immediately after giving effect to any Commitment Increase (including any Borrowings in connection therewith and the application of the proceeds thereof), the Borrower shall be in compliance with the covenants contained in Article V, (v) no consent of any Lender to such Commitment Increase shall be required and no Lender shall be obligated to participate as a Lender in such Commitment Increase, and (vi) the Borrower shall give the existing Lenders the right of first refusal for participating in any such Commitment Increase by providing such notice to the Administrative Agent elect ten (10) Domestic Business Days before executing a commitment with any Person that is not already a Lender. An existing Lender shall have priority over Additional Lenders to request participate in such requested Commitment Increase if such existing Lender provides written notice of its election to participate within ten (x10) prior to Domestic Business Days of such existing Lender’s receipt of such notice. Such notice from the Revolving Termination Date, an increase to Borrower shall specify the existing Revolving Commitments under one or more requested amount of the Revolving Facilities (“Increased Revolving Commitment”) and/or (y) the establishment of one or more new term loan Commitments (each, Commitment Increase. No Lender shall have any obligation to become an “Incremental Term Loan Commitment”) in an amount not less than $100,000,000 individually Increasing Lender and in an amount not any decision by a Lender to exceed the sum of (A) the Shared Incremental Amount and (B) an amount of Incremental Term Loans or Increased Revolving Commitments such that the Senior Secured Leverage Ratio is no more than 3.50 to 1.00 as of the last day of the most recently ended period of four fiscal quarters of the Borrower for which financial statements are internally available, determined on the applicable Increase Effective Date, after giving effect to any such incurrence on a Pro Forma Basis, and, in each case, with respect to any Increased Revolving Commitments, assuming a borrowing of the maximum amount of Loans available thereunder, and excluding the cash proceeds of any such Incremental Term Loans or Increased Revolving Commitments (provided that, for the avoidance of doubt, any Incremental Term Loans or Increased Revolving Commitments incurred or issued pursuant to clause (B) on any Increase Effective Date on which the Senior Secured Leverage Ratio test in this clause (B) is met shall remain authorized pursuant to clause (B) if such Senior Secured Leverage Ratio test is not met as of any subsequent date). Each such notice shall specify (i) the date (each, an “Increase Effective Date”) on which Borrower proposes that the increased or new Commitments increase its Commitment shall be effectivemade in its sole discretion independently from any other Lender. Other than fees payable under the Administrative Agent’s Letter Agreement and the Joint Lead Arranger’s Letter Agreement, which shall be paid in accordance with their terms, any fees paid by the Borrower for a date not fewer than 10 Business Days after the date on which such notice is delivered Commitment Increase to an Increasing Lender, an Additional Lender, the Administrative Agent or BB&T and (ii) the identity of Fifth Third Bank, as joint lead arrangers, shall be for their own account and shall be in an amount, if any, mutually agreed upon by each Assignee to whom Borrower proposes any portion of such increased or new Commitments be allocated party and the amounts of such allocations; provided that any existing Lender approached to provide all or a portion of the increased or new Commitments may elect or declineBorrower, in its each party’s sole discretion, to provide such increased or new Commitment; provided, further, that any existing Lender that does not respond shall be deemed to have declined to provide such increased or new Commitment.

Increase in Commitments. (a) The Borrower Company shall have the right at any time (provided, that such right may not be exercised by written notice to the Administrative Agent elect to request (x) prior to Company more than twice after the Revolving Termination Closing Date, an and each such exercised increase to the existing Revolving Commitments under one or more of the Revolving Facilities (“Increased Revolving Commitment”) and/or (y) the establishment of one or more new term loan Commitments (each, an “Incremental Term Loan Commitment”) shall be in an amount not less than $100,000,000 individually and in 25,000,000) to increase the Total Commitment hereunder by an amount not to exceed the sum of (A) the Shared Incremental Amount and (B) an amount of Incremental Term Loans or Increased Revolving Commitments such that the Senior Secured Leverage Ratio is no more than 3.50 to 1.00 as of the last day of the most recently ended period of four fiscal quarters of the Borrower for which financial statements are internally available, determined on the applicable Increase Effective Date, after giving effect to any such incurrence on a Pro Forma Basis, and, in each case, with respect to any Increased Revolving Commitments, assuming a borrowing of the maximum amount of Loans available thereunder, and excluding the cash proceeds of any such Incremental Term Loans or Increased Revolving Commitments (provided thataggregate amount, for all exercises pursuant to this Section 2.05, which is less than or equal to $100,000,000 by (i) requesting (which request may be agreed to or declined by such Lender in its sole discretion) that one or more Lenders increase its respective Revolving Credit Commitment or (ii) adding to this Agreement one or more financial institutions as a Lender; provided, however, that each such financial institution shall be approved by the Company and the Administrative Agent (which approval shall not be unreasonably withheld). For the avoidance of doubt, any Incremental Term Loans or Increased Revolving Commitments incurred or issued if the Company’s request pursuant to clause (Bi) on any Increase Effective Date on which above is declined by such Lender, such request shall not be considered an exercise of the Senior Secured Leverage Ratio test Company’s right for purposes of the first proviso in this clause (B) is met the preceding sentence. An increase in the Total Commitment shall remain authorized be effectuated pursuant to clause an agreement with an Increasing Lender or Additional Lender, as applicable, in form and substance satisfactory to the Company and the Administrative Agent pursuant to which (Bx) if in the case of an Additional Lender, such Senior Secured Leverage Ratio test is not met as Additional Lender shall undertake a Revolving Credit Commitment, which Revolving Credit Commitment shall be in an amount at least equal to $10,000,000 or an integral multiple of $500,000 in excess thereof, (y) in the case of an Increasing Lender, such Increasing Lender shall increase its Revolving Credit Commitment, which increase in its Revolving Credit Commitment shall be at least equal to $1,000,000 or an integral multiple of $500,000 in excess thereof, and (z) in the case of any subsequent date)Additional Lender, such Additional Lender shall agree to be bound as a Lender under the terms and conditions of this Agreement and the other Loan Documents. Each Upon the effectiveness of any such notice shall specify agreement and its acknowledgement by the Company and the Administrative Agent (i) the date (eachof any such effectiveness and acknowledgement, an “Increase Effective Increased Commitment Date”) on which Borrower proposes that ), such Additional Lender shall thereupon become a “Lender” for all purposes of this Agreement with a Revolving Credit Commitment in the increased or new Commitments amount set forth in such agreement or, as applicable, the Revolving Credit Commitment of such Increasing Lender shall be effectiveincreased in the amount set forth in such agreement, which shall be a date not fewer than 10 Business Days after and this Agreement (including the date on which such notice is delivered to the Administrative Agent and (ii) the identity of each Assignee to whom Borrower proposes any portion signature page of such increased or new Commitments be allocated and the amounts of such allocations; provided 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; provided, further, that any existing Lender that does not respond Increasing Lender) shall be deemed amended to have declined the extent, but only to provide the extent, necessary to reflect the addition of such Additional Lender or the increased or new CommitmentRevolving Credit Commitment of such Increasing Lender, the resulting adjustment of the Revolving Credit Commitments arising therefrom and the adjustments described in Section 2.05(d) hereof.

Increase in Commitments. (a) The Borrower may by Prior to the Maturity Date and upon at least 45 days’ prior written notice to the Administrative Agent elect (which notice shall be promptly transmitted by the Administrative Agent to each Lender), the Borrower shall have the revocable right, from time to time during the term of this Agreement and subject to the terms and conditions set forth below, to increase the aggregate amount of the Aggregate Commitments; provided that (a) no Default or Event of Default shall exist at the time of the request or the proposed increase in the Aggregate Commitments, (b) any such increase must be in a minimum amount of $25,000,000 and in integral multiples of $5,000,000 above such amount, (c) the sum of any increases to the Revolving Loan Commitment during the term of this Agreement shall not exceed THREE HUNDRED MILLION DOLLARS ($300,000,000), (d) no individual Lender’s Commitment may be increased without such Lender’s written consent, (e) the Borrower shall execute and deliver such Note(s) as are necessary to reflect the increase in the respective Commitments, (f) Schedule 1.1 shall be amended to reflect the revised Commitments and revised Applicable Percentages of the Lenders and (g) if any Loans are outstanding at the time of an increase in the Aggregate Commitments, the Borrower will prepay (provided that any such prepayment shall not be subject to any minimum amount of prepayment or any requirements regarding pro rata repayments but shall be subject to Section 3.5) one or more existing Loans in an amount necessary such that after giving effect to the increase in the Aggregate Commitments each Lender will hold its pro rata share (based on its share of the revised Aggregate Commitments) of outstanding Loans. Any such increase in the Aggregate Commitments shall apply, at the option of the Borrower, to (x) prior to the Revolving Termination Date, an increase to the existing Revolving Commitments under Commitment of one or more of existing Lenders; provided that any Lender whose Commitment is being increased must consent in writing thereto and if more than one Lender wishes to participate then such increase shall be allocated pro rata among such Lenders (based on the Revolving Facilities (“Increased Revolving amount that each such Lender was willing to increase its Commitment”) and/or (y) the establishment of a new Commitment for one or more new term loan Commitments (each, institutions that is not an “Incremental Term Loan Commitment”) in an amount not less than $100,000,000 individually and in an amount not to exceed the sum of existing Lender so long as such institution (A) conforms to the Shared Incremental Amount and (B) an amount definition of Incremental Term Loans or Increased Revolving Commitments such that the Senior Secured Leverage Ratio is no more than 3.50 to 1.00 as of the last day of the most recently ended period of four fiscal quarters of the Borrower for which financial statements are internally availableEligible Assignee, determined on the applicable Increase Effective Date, after giving effect to any such incurrence on a Pro Forma Basis, and, in each case, with respect to any Increased Revolving Commitments, assuming a borrowing of the maximum amount of Loans available thereunder, and excluding the cash proceeds of any such Incremental Term Loans or Increased Revolving Commitments (provided that, for the avoidance of doubt, any Incremental Term Loans or Increased Revolving Commitments incurred or issued pursuant to clause (B) on any Increase Effective Date on which the Senior Secured Leverage Ratio test in this clause (B) is met shall remain authorized pursuant to clause (B) if such Senior Secured Leverage Ratio test is not met as of any subsequent date). Each such notice shall specify (i) the date (each, an “Increase Effective Date”) on which Borrower proposes that the increased or new Commitments shall be effective, which shall be a date not fewer than 10 Business Days after the date on which such notice is delivered to approved by the Administrative Agent (such approval not to be unreasonably withheld or delayed), (C) receives a Commitment of at least $5,000,000 and (iiD) becomes a Lender under this Agreement by execution and delivery of an appropriate joinder agreement or of counterparts to this Agreement in a manner acceptable to the identity of each Assignee to whom Borrower proposes any portion of such increased or new Commitments be allocated and the amounts of such allocations; provided that Administrative Agent. This Section shall supersede any existing Lender approached provisions in Section 2.13 or 10.6 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; provided, further, that any existing Lender that does not respond shall be deemed to have declined to provide such increased or new Commitmentcontrary.

Increase in Commitments. (a) The Borrower may shall have the right to request increases in the aggregate amount of the Commitments within twenty four months following the Agreement Date by providing written notice to the Administrative Agent, which notice shall be irrevocable once given; provided, however, that after giving effect to any such increases the aggregate amount of the Commitments shall not exceed $650,000,000. Each such increase in the Commitments must be an aggregate minimum amount of $10,000,000 and integral multiples of $5,000,000 in excess thereof. The Agent elect shall promptly notify each Lender of any such request. No Lender shall be obligated in any way whatsoever to request increase its Commitment. If a new Lender becomes a party to this Agreement, or if any existing Lender agrees to increase its Commitment, such Lender shall on the date it becomes a Lender hereunder (xor in the case of an existing Lender, increases its Commitment) prior (and as a condition thereto) purchase from the other Lenders its Pro Rata Share (determined with respect to the Revolving Termination DateLenders' relative Commitments and after giving effect to the increase of Commitments) of any outstanding Loans, by making available to the Agent for the account of such other Lenders, in same day funds, an increase amount equal to the existing Revolving Commitments under one or more of the Revolving Facilities (“Increased Revolving Commitment”) and/or (y) the establishment of one or more new term loan Commitments (each, an “Incremental Term Loan Commitment”) in an amount not less than $100,000,000 individually and in an amount not to exceed the sum of (A) the Shared Incremental Amount and portion of the outstanding principal amount of such Loans to be purchased by such Lender plus (B) an interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of Incremental Term Loans or Increased Revolving Commitments such that Loans. The Borrower shall pay to the Senior Secured Leverage Ratio is no more than 3.50 Lenders amounts payable, if any, to 1.00 such Lenders under Section 5.4. as a result of the last day prepayment of any such Loans. No increase of the most recently ended period Commitments may be effected under this Section if either (x) a Default or Event of four fiscal quarters of the Borrower for which financial statements are internally available, determined Default shall be in existence on the applicable Increase Effective Date, effective date of such increase or would occur after giving effect to such increase or (y) any representation or warranty made or deemed made by the Borrower or any other Loan Party in any Loan Document to which such incurrence Loan Party is a party is not (or would not be) true or correct in all material respects on a Pro Forma Basis, and, the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in each case, which case such representations and warranties shall have been true and accurate on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder. In connection with respect to any Increased Revolving Commitments, assuming a borrowing increase in the aggregate amount of the maximum amount of Loans available thereunderCommitments pursuant to this Section (a) any Lender becoming a party hereto shall execute such documents and agreements as the Agent may reasonably request and (b) the Borrower shall make appropriate arrangements so that each new Lender, and excluding the cash proceeds of any such Incremental Term Loans or Increased Revolving Commitments (provided that, for the avoidance of doubt, any Incremental Term Loans or Increased Revolving Commitments incurred or issued pursuant to clause (B) on any Increase Effective Date on which the Senior Secured Leverage Ratio test in this clause (B) is met shall remain authorized pursuant to clause (B) if such Senior Secured Leverage Ratio test is not met as of any subsequent date). Each such notice shall specify (i) the date (each, an “Increase Effective Date”) on which Borrower proposes that the increased or new Commitments shall be effective, which shall be a date not fewer than 10 Business Days after the date on which such notice is delivered to the Administrative Agent and (ii) the identity of each Assignee to whom Borrower proposes any portion of such increased or new Commitments be allocated and the amounts of such allocations; provided that any existing Lender approached to provide all increasing its Commitment, receives a new or a portion replacement Note, as appropriate, in the amount of such Lender's Commitment at the time of the increased or new Commitments may elect or decline, effectiveness of the applicable increase in its sole discretion, to provide such increased or new Commitment; provided, further, that any existing Lender that does not respond shall be deemed to have declined to provide such increased or new Commitmentthe aggregate amount of Commitments.

Increase in Commitments. (a) The Borrower may by written Upon notice to the Administrative Agent elect to request (x) prior to Agent, at any time after the Revolving Termination Closing Date, an increase each Borrower may request Additional Term Commitments or Additional Revolving Credit Commitments; provided that (i) after giving effect to any such addition, the existing aggregate amount of Additional Term Commitments and Additional Revolving Credit Commitments under one or more of the Revolving Facilities (“Increased Revolving Commitment”) and/or (y) the establishment of one or more new term loan Commitments (each, an “Incremental Term Loan Commitment”) in an amount that have been added pursuant to this Section 2.14 shall not less than $100,000,000 individually and in an amount not to exceed the sum of (A) $250,000,000 (the Shared “General Incremental Amount and Availability”), plus (B) an amount $750,000,000 (the “Ratio Incremental Availability”) to the extent that in the case of Incremental Term Loans or Increased Revolving Commitments such that this clause (B) only the Senior Secured Net Leverage Ratio is no more than 3.50 to 1.00 as of the last day of the most recently ended period of four fiscal quarters of the Borrower Test Period for which financial statements are internally available, after giving Pro Forma Effect to any such Additional Term Commitments or Additional Revolving Credit Commitments, as applicable, shall not exceed 4.0:1.0 (it being agreed that (I) the Borrowers may designate any such Additional Term Commitments and Additional Revolving Credit Commitments as being incurred pursuant to the General Incremental Availability or Ratio Incremental Availability in this sole discretion, and (II) so long as the all-in yield did not require a change to the interest rate margins pursuant to clause (vi) below when incurred, the Borrowers may re-designate any such Additional Term Commitments and Additional Revolving Credit Commitments (or corresponding Additional Term Loans or Additional Revolving Credit Loans, as applicable) originally designated to be incurred under the General Incremental Availability to be incurred under Ratio Incremental Availability if, at the time of such re-designation, the Borrowers would be permitted to incur under this Section 2.14 the aggregate principal amount of such Indebtedness being so re-designated), (ii) any such addition shall be in an aggregate amount of $50,000,000 or any whole multiple of $1,000,000 in excess thereof (provided that such amount may be less than $50,000,000 if such amount represents all remaining availability under the aggregate limit in respect of Additional Term Commitments and Additional Revolving Credit Commitments set forth in clause (i) to this proviso), (iii) (A) the final maturity date of any Additional Term Loans shall be no earlier than the Maturity Date for the Term Loans and (B) the final maturity date of any Additional Revolving Credit Loans shall be no earlier than the Maturity Date for the Revolving Credit Loans; provided that the amortization schedule with respect to any Additional Term Loans shall be determined on by the BV Borrower and the Additional Term Lenders of such Additional Term Loans, (iv) the weighted average life to maturity of the Additional Term Loans shall be no shorter than the remaining weighted average life to maturity of the Term Loans, (v) the loans made pursuant to any Additional Term Loan Commitments may rank junior in right of security with the Term Loan Facility or may be unsecured, in which case such Additional Term Loan Commitments and corresponding loans will be established as a separate facility than the Facilities hereunder and (vi) solely with respect to any Additional Term Commitments and/or Additional Revolving Credit Commitments that utilize the Ratio Incremental Availability, the all-in yield (whether in the form of interest rate margins, original issue discount, upfront fees or, in the case of any Additional Term Credit Agreement Commitments, a Eurodollar Rate floor greater than 1.00%, with such increased amount being equated to interest margin for purposes of determining any increase to the applicable Increase Effective Dateinterest margin under the Term Loan Facility) applicable to any such Additional Term Commitments and/or Additional Revolving Credit Commitments will be determined by the Borrowers and the lenders providing such Additional Term Commitments and/or Additional Revolving Credit Commitments, but will not be more than 0.50% higher than the corresponding all-in yield (after giving effect to any such incurrence on a Pro Forma Basisinterest rate margins (including the Eurodollar Rate floor), andoriginal issue discount and upfront fees) for the corresponding existing Term Loan Facility or Revolving Credit Facility, in each caserespectively, unless the interest rate margins with respect to any Increased Revolving Commitments, assuming a borrowing of the maximum such existing Facility are increased by an amount of Loans available thereunder, and excluding the cash proceeds of any such Incremental Term Loans or Increased Revolving Commitments (provided that, for the avoidance of doubt, any Incremental Term Loans or Increased Revolving Commitments incurred or issued pursuant to clause (B) on any Increase Effective Date on which the Senior Secured Leverage Ratio test in this clause (B) is met shall remain authorized pursuant to clause (B) if such Senior Secured Leverage Ratio test is not met as of any subsequent date). Each such notice shall specify (i) the date (each, an “Increase Effective Date”) on which Borrower proposes that the increased or new Commitments shall be effective, which shall be a date not fewer than 10 Business Days after the date on which such notice is delivered equal to the Administrative Agent and (ii) difference between the identity of each Assignee all-in yield with respect to whom Borrower proposes any portion of such increased or new Additional Term Commitments be allocated and/or Additional Revolving Credit Commitments and the amounts of corresponding all-in yield on such allocations; provided 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; provided, further, that any existing Lender that does not respond shall be deemed to have declined to provide such increased or new CommitmentFacility minus 0.50%.

Increase in Commitments. (a) The Borrower may by written Upon notice to the Administrative Agent elect Agent, at any time after the Closing Date, the Borrower may request Additional Term Commitments or Additional Revolving Credit Commitments; provided that (i) after giving effect to request any such addition, the aggregate amount of Additional Term Commitments and Additional Revolving Credit Commitments that have been added pursuant to this Section 2.14 shall not exceed (xA) in the case of this Clause (A), on and after the Tenth Amendment Effective Date, the greater of (i) $920,000,000 and (ii) 100% of Consolidated EBITDA of the Borrower Parties for the most recent Test Period for which financial statements have been (or are required to have been) furnished pursuant to Section 6.01 ended on or prior to the Revolving Termination Date, an increase to the existing Revolving Commitments under one or more date of the incurrence of such Additional Term Commitments or Additional Revolving Facilities Credit Commitments, (the “Increased Revolving CommitmentGeneral Incremental Availability”) and/or (y) the establishment of one or more new term loan Commitments (each), an “Incremental Term Loan Commitment”) in an amount not less than $100,000,000 individually and in an amount not to exceed the sum of (A) the Shared Incremental Amount and plus (B) an amount additional amounts to the extent that in the case of Incremental Term Loans or Increased Revolving Commitments such that this clause (B) only the Senior Secured Net Leverage Ratio is no more than 3.50 to 1.00 as of the last day of the most recently ended period of four fiscal quarters of the Borrower Test Period for which financial statements are internally available, determined after giving Pro Forma Effect to any such Additional Term Commitments or Additional Revolving Credit Commitments (calculated as if such Additional Revolving Credit Commitments were fully drawn on the applicable Increase Effective Datetest date), after giving effect to any such incurrence as applicable, shall not exceed, on a Pro Forma Basis, and, in each case, the date of the closing date with respect to any Increased Revolving Commitmentsthereto or, assuming a borrowing of if the maximum amount of Loans available thereunderBorrower has made an LCT Election with respect thereto, and excluding on the cash proceeds of any LCT Test Date with respect thereto, 2.50:1.00 (such amounts, the “Ratio Incremental Term Loans or Increased Revolving Commitments (provided that, for the avoidance of doubt, any Incremental Term Loans or Increased Revolving Commitments incurred or issued pursuant to clause (B) on any Increase Effective Date on which the Senior Secured Leverage Ratio test in this clause (B) is met shall remain authorized pursuant to clause (B) if such Senior Secured Leverage Ratio test is not met as of any subsequent date). Each such notice shall specify (i) the date (each, an “Increase Effective DateAvailability”) on which Borrower proposes that the increased or new Commitments shall be effective, which shall be a date not fewer than 10 Business Days after the date on which such notice is delivered to the Administrative Agent and (ii) the identity of each Assignee to whom Borrower proposes any portion of such increased or new Commitments be allocated and the amounts of such allocations; provided 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; provided, further, that any existing Lender that does not respond shall be deemed to have declined to provide such increased or new Commitment.it being

Increase in Commitments. (a) The Borrower may by written notice to the Administrative Agent elect to request (x) prior to the Revolving Termination Date, an increase to the existing Revolving Commitments under add one or more of the Revolving Facilities (“Increased Revolving Commitment”) and/or (y) the establishment of one or more new incremental term loan Commitments facilities hereunder (each, an “Incremental Term Facility”; the commitments thereunder are referred to as “Incremental Term Loan CommitmentCommitments” and loans pursuant thereto “Incremental Term Loans”; the Incremental Term Facilities are collectively referred to as “Incremental Facilities”); provided that the total aggregate amount for all such Incremental Facilities shall not (as of any date of incurrence thereof) in exceed (x) $160,000,000250,000,000, plus (y) an amount not less than $100,000,000 individually and in an amount not equal to exceed the sum of all voluntary prepayments of Term Loans made pursuant to Section 2.08(a), plus (A) the Shared Incremental Amount and (Bz) an additional unlimited amount so long as, after giving effect to the incurrence of such Incremental Term Loans or Increased Revolving Commitments such that Facility, the Senior Secured Leverage Ratio is no more than 3.50 to 1.00 Ratio, determined on a Pro Forma Basis as of the last day of the most recently ended period of four fiscal quarters of the Borrower Test Period for which financial statements are internally availablewere required to have been delivered pursuant to Section 6.01 (or, determined on if no Test Period has passed, as of the applicable Increase Effective Date, after giving effect to any such incurrence on a Pro Forma Basis, andlast four quarters ended), in each case, with respect to any Increased Revolving Commitments, assuming a borrowing of the maximum amount of Loans available thereunder, and excluding the cash proceeds of any as if such Incremental Term Loans Facility had been outstanding on the last day of such four-quarter period, shall not exceed 2.502.75:1.00, with the Borrower electing whether such Incremental Facility have been incurred (in whole or Increased Revolving Commitments in part) under clauses (provided thatx), for the avoidance (y) and/or (z) in its sole discretion. Each Class of doubt, any Incremental Term Loans or Increased Revolving Commitments Facility incurred or issued pursuant to clause (B) on any Increase Effective Date on which the Senior Secured Leverage Ratio test under this Section 2.13 shall be in this clause (B) is met shall remain authorized pursuant to clause (B) if such Senior Secured Leverage Ratio test an aggregate principal amount that is not met as of any subsequent date)less than $10,000,000. Each such notice shall specify (ix) the date (each, an “Increase Effective Date”) on which the Borrower proposes that the increased or new Commitments Incremental Facility shall be effective, which shall be a date not fewer less than 10 five (5) Business Days after the date on which such notice is delivered to the Administrative Agent and (iiy) the identity of each Eligible Assignee to whom the Borrower proposes any portion of such increased or new Commitments Incremental Facility be allocated and the amounts of such allocations; provided that any existing Lender approached to provide all or a portion of the increased or new Commitments Incremental Facility may elect or decline, in its sole discretion, to provide such increased or new Commitment; provided, further, that any existing Lender that does not respond shall be deemed to have declined to provide such increased or new Commitmentportion of the Incremental Facility.

Increase in Commitments. (a) The Borrower may by written notice to the Administrative Agent elect to request (x) prior to the Revolving Termination Date, an increase to the existing Revolving Commitments under add one or more of the Revolving Facilities (“Increased Revolving Commitment”) and/or (y) the establishment of one or more new incremental term loan Commitments facilities hereunder (each, an “Incremental Term Facility”; the commitments thereunder are referred to as “Incremental Term Loan CommitmentCommitments” and loans pursuant thereto “Incremental Term Loans”; the Incremental Term Facilities are collectively referred to as “Incremental Facilities”); provided that the total aggregate amount for all such Incremental Facilities shall not (as of any date of incurrence thereof) in exceed (x) $160,000,000, plus (y) an amount not less than $100,000,000 individually and in an amount not equal to exceed the sum of all voluntary prepayments of Term Loans made pursuant to Section 2.08(a), plus (A) the Shared Incremental Amount and (Bz) an additional unlimited amount so long as, after giving effect to the incurrence of such Incremental Term Loans or Increased Revolving Commitments such that Facility, the Senior Secured Leverage Ratio is no more than 3.50 to 1.00 Ratio, determined on a Pro Forma Basis as of the last day of the most recently ended period of four fiscal quarters of the Borrower Test Period for which financial statements are internally availablewere required to have been delivered pursuant to Section 6.01 (or, determined on if no Test Period has passed, as of the applicable Increase Effective Date, after giving effect to any such incurrence on a Pro Forma Basis, andlast four quarters ended), in each case, with respect to any Increased Revolving Commitments, assuming a borrowing of the maximum amount of Loans available thereunder, and excluding the cash proceeds of any as if such Incremental Term Loans Facility had been outstanding on the last day of such four-quarter period, shall not exceed 2.50:1.00, with the Borrower electing whether such Incremental Facility have been incurred (in whole or Increased Revolving Commitments in part) under clauses (provided thatx), for the avoidance (y) and/or (z) in its sole discretion. Each Class of doubt, any Incremental Term Loans or Increased Revolving Commitments Facility incurred or issued pursuant to clause (B) on any Increase Effective Date on which the Senior Secured Leverage Ratio test under this Section 2.13 shall be in this clause (B) is met shall remain authorized pursuant to clause (B) if such Senior Secured Leverage Ratio test an aggregate principal amount that is not met as of any subsequent date)less than $10,000,000. Each such notice shall specify (ix) the date (each, an “Increase Effective Date”) on which the Borrower proposes that the increased or new Commitments Incremental Facility shall be effective, which shall be a date not fewer less than 10 five (5) Business Days after the date on which such notice is delivered to the Administrative Agent and (iiy) the identity of each Eligible Assignee to whom the Borrower proposes any portion of such increased or new Commitments Incremental Facility be allocated and the amounts of such allocations; provided that any existing Lender approached to provide all or a portion of the increased or new Commitments Incremental Facility may elect or decline, in its sole discretion, to provide such increased or new Commitment; provided, further, that any existing Lender that does not respond shall be deemed to have declined to provide such increased or new Commitmentportion of the Incremental Facility.

Increase in Commitments. (a) The Borrower may may, on any Business Day prior to the Maturity Date, increase the aggregate outstanding principal amount of the Term Loans by written notice delivering a Commitment Amount Increase Request substantially in the form attached hereto as Exhibit G or in such other form reasonably acceptable to the Administrative Agent elect to request at least five (x5) Business Days prior to the Revolving Termination Date, an desired effective date of such increase to (the existing Revolving Commitments under one or more of the Revolving Facilities (“Increased Revolving CommitmentCommitment Amount Increase”) and/or identifying any additional Lender(s) (yor additional Term Loans for existing Lender(s)) and the establishment amount of one its Term Loans (or more new term loan Commitments additional amount of its Term Loans); provided, however, that (each, an “Incremental Term Loan Commitment”i) any increase shall be in an amount not less than $100,000,000 individually 25,000,000 and in the aggregate for all such increases not greater than $150,000,000, (ii) no Default or Event of Default shall have occurred and be continuing at the time of the request or the effective date of the Commitment Amount Increase, (iii) all representations and warranties contained in Section 5 hereof shall be true and correct in all material respects at the time of such request (except to the extent such representation or warranty is expressly limited to an amount not to exceed the sum of (A) the Shared Incremental Amount earlier date, in which case such representation and (B) an amount of Incremental Term Loans or Increased Revolving Commitments such that the Senior Secured Leverage Ratio is no more than 3.50 to 1.00 warranty shall be true and correct in all material respects as of such date) and on the last day effective date of the most recently ended period of four fiscal quarters of such Commitment Amount Increase, (iv) prior to approaching new lenders, the Borrower for which financial statements are internally availableshall offer to Lenders the option to increase their respective outstanding Term Loans, determined on the applicable Increase Effective Date, (v) after giving effect to any such incurrence the increase in outstanding Term Loans, the Borrower is in compliance with Sections 7.6, 7.7 and 7.8 hereof, on a Pro Forma Basispro forma basis, and, and (vi) the Administrative Agent shall consent in each case, with respect writing (which consent shall not be unreasonably withheld or delayed) to any Increased Revolving Commitments, assuming a borrowing increase pursuant to this Section 1.6. The effective date of the maximum amount of Loans available thereunder, and excluding the cash proceeds of any such Incremental Term Loans or Increased Revolving Commitments (provided that, for the avoidance of doubt, any Incremental Term Loans or Increased Revolving Commitments incurred or issued pursuant to clause (B) on any Commitment Amount Increase Effective Date on which the Senior Secured Leverage Ratio test in this clause (B) is met shall remain authorized pursuant to clause (B) if such Senior Secured Leverage Ratio test is not met as of any subsequent date). Each such notice shall specify (i) the date (each, an “Increase Effective Date”) on which Borrower proposes that the increased or new Commitments shall be effectiveagreed upon by the Borrower and the Administrative Agent. Upon the effectiveness thereof, which the new Lender(s) (or, if applicable, existing Lender(s)) shall advance Loans in an amount sufficient such that after giving effect to its advance each Lender shall have outstanding its applicable Percentage of Loans. It shall be a date not fewer than 10 Business Days after condition to such effectiveness that if any Eurodollar Loans are outstanding on the date on which such notice is delivered to the Administrative Agent and (ii) the identity of each Assignee to whom Borrower proposes any portion of such increased or new Commitments be allocated and the amounts of effectiveness, such allocations; provided 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; provided, further, that any existing Lender that does not respond Eurodollar Loans shall be deemed to be prepaid on such date and the Borrower shall pay any amounts owing to the Lenders pursuant to Section 2.2 hereof. The Borrower agrees to pay the reasonable out-of-pocket expenses of the Administrative Agent relating to any Commitment Amount Increase. Notwithstanding anything herein to the contrary, no Lender shall have declined any obligation to provide such increased or new Commitmentadvance additional Term Loans, and each Lender may at its option, unconditionally and without cause, decline to advance additional Term Loans. Any additional Term Loan advanced under this Section 1.7 shall be “Term Loans” for all purposes of this Agreement.

Increase in Commitments. (a) The Borrower may may, from time to time, on any Business Day prior to the Termination Date, increase the aggregate amount of the Commitments by written notice delivering a commitment amount increase request substantially in the form attached hereto as Exhibit H or in such other form acceptable to the Administrative Agent elect to request at least five (x5) Business Days prior to the Revolving Termination Date, an desired effective date of such increase to (the existing Revolving Commitments under “Commitment Amount Increase”) identifying one or more additional Lenders (or additional Commitments for existing Lender(s) or by a combination of existing Lenders and additional Lenders) and the amount of its Commitment (or additional amount of its Commitment(s)); provided, however, that (i) the aggregate amount of the Revolving Facilities Commitments shall not be incurred to an amount in excess of $500,000,000, (“Increased Revolving Commitment”ii) and/or (y) the establishment of one or more new term loan Commitments (each, an “Incremental Term Loan Commitment”) any Commitment Amount Increase shall be in an amount not less than $100,000,000 individually 5,000,000, (iii) no Default or Event of Default shall have occurred and be continuing at the time of the request or the effective date of the Commitment Amount Increase, and (iv) all representations and warranties contained in Section 6 hereof shall be true and correct in all material respects (where not already qualified by materiality, otherwise in all respects) at the time of such request and on the effective date of such Commitment Amount Increase (except to the extent such representations and warranties relate to an earlier date, in which case they are true and correct in all material respects (where not already qualified by materiality, otherwise in all respects) as of such date). The effective date of the Commitment Amount Increase shall be as set forth in the related commitment amount increase request. Upon the effectiveness thereof, the new Lender(s) (or, if applicable, existing Lender(s)) shall advance Loans in an amount not to exceed the sum of (A) the Shared Incremental Amount and (B) an amount of Incremental Term Loans or Increased Revolving Commitments sufficient such that the Senior Secured Leverage Ratio is no more than 3.50 to 1.00 as of the last day of the most recently ended period of four fiscal quarters of the Borrower for which financial statements are internally available, determined on the applicable Increase Effective Date, after giving effect to any its advance each Lender shall have outstanding its Percentage of Loans. It shall be a condition to such incurrence on a Pro Forma Basis, and, in each case, with respect to any Increased Revolving Commitments, assuming a borrowing of the maximum amount of Loans available thereunder, and excluding the cash proceeds of any such Incremental Term Loans or Increased Revolving Commitments (provided that, for the avoidance of doubt, any Incremental Term Loans or Increased Revolving Commitments incurred or issued pursuant to clause (B) on any Increase Effective Date on which the Senior Secured Leverage Ratio test in this clause (B) is met shall remain authorized pursuant to clause (B) if such Senior Secured Leverage Ratio test is not met as of any subsequent date). Each such notice shall specify effectiveness that (i) if any SOFR Loans are outstanding on the date (eachof such effectiveness, an “Increase Effective Date”) on which Borrower proposes that the increased or new Commitments such SOFR Loans shall be effective, which deemed to be prepaid on such date and the Borrower shall be a date not fewer than 10 Business Days after the date on which such notice is delivered pay any amounts owing to the Administrative Agent Lenders pursuant to Section 1.11 hereof and (ii) the identity of each Assignee to whom Borrower proposes shall not have terminated any portion of such increased or new the Commitments be allocated pursuant to Section 1.12 hereof. The Borrower agrees to pay any reasonable and documented, out-of-pocket expenses of the Administrative Agent relating to any Commitment Amount Increase and, solely to the extent agreed upon in writing between Administrative Agent and the amounts of Borrower (it being acknowledged that Borrower shall have no obligation to enter into any such allocations; provided that agreement), any existing arrangement fees related thereto. Notwithstanding anything herein to the contrary, no Lender approached shall have any obligation to provide all or a portion of the increased or new Commitments may elect or decline, in increase its sole discretion, to provide such increased or new Commitment; provided, further, that any existing Lender that does not respond Commitment and no Lender’s Commitment shall be deemed increased without its consent thereto, and each Lender may at its option, unconditionally and without cause, decline to have declined to provide such increased or new increase its Commitment.

Increase in Commitments. (a) The Borrower may by written So long as no Default or Event of Default has occurred and is continuing or would result therefrom, upon notice to the Administrative Agent elect to Agent, at any time after the Closing Date, the Borrower may request Additional Term Commitments or Additional Revolving Credit Commitments (it being understood and agreed that (i) at the election of the Borrower, such additional commitments in respect of any loans shall be implemented through (x) prior to the addition of additional new tranches of Term B Loans, Term C Loans or Revolving Termination Date, an increase to the existing Revolving Credit Commitments under one that may be a separate Class of loans or more of the Revolving Facilities (“Increased Revolving Commitment”) and/or (y) the establishment implementation of one an increase in existing Term Loans of a particular Class or more new term loan an increase in existing Revolving Credit Commitments (each, an “Incremental Term Loan Commitment”) in an amount not less than $100,000,000 individually and in an amount not to exceed the sum of (A) the Shared Incremental Amount a particular Class and (Bii) an amount if the Borrower makes such election, the provisions of Incremental Term Loans or Increased Revolving Commitments this Section 2.14 shall be read in a manner that permits such election to be implemented); provided that the Senior Secured Leverage Ratio Borrower is no more than 3.50 only permitted to 1.00 as implement four additional commitments in respect of the last day of the most recently ended period of four fiscal quarters of the Borrower for which financial statements are internally available, determined on the applicable Increase Effective Date, any loans under this Section 2.14; provided further that (i) after giving effect to any such incurrence addition, the aggregate amount of Additional Term Commitments and Additional Revolving Credit Commitments that have been added pursuant to this Section 2.14 shall not exceed an amount such that the Consolidated Senior Secured Leverage Ratio does not exceed 3.25 to 1.00 as of the most recently completed period for which the financial statements required by Section 6.01(a) and (b) were required to be delivered after giving effect to such Additional Term Commitments or Additional Revolving Credit Commitments, as applicable, on a Pro Forma Basis, Basis (and, in each case, in connection with respect to the incurrence of any Increased Additional Revolving Credit Commitments, assuming a borrowing Borrowing of the maximum amount of Loans available thereunderunder such Additional Revolving Credit Commitments), and excluding the cash proceeds of (ii) any such Incremental Term Loans addition shall be in an aggregate amount of $10,000,000 or Increased Revolving Commitments any whole multiple of $1,000,000 in excess thereof (provided that, for the avoidance of doubt, any Incremental Term Loans or Increased Revolving Commitments incurred or issued pursuant to clause (B) on any Increase Effective Date on which the Senior Secured Leverage Ratio test in this clause (B) is met shall remain authorized pursuant to clause (B) that such amount may be less than $10,000,000 if such Senior Secured Leverage Ratio test is not met as amount represents all remaining availability under the aggregate limit in respect of any subsequent date). Each such notice shall specify Additional Term Commitments and Additional Revolving Credit Commitments set forth in clause (i) to this proviso), (iii) the final maturity date of any Additional Term Loans shall be no earlier than the Maturity Date for the Initial Term B Loans (eachunless such Additional Term Loan is an Additional Term C Loan, in which case the final maturity date of such Additional Term Loan shall be no earlier than the Maturity Date for the Initial Term C Loans), (iv) the weighted average life to maturity of the Additional Term Loans shall be no shorter than the remaining weighted average life to maturity of the Initial Term B Loans (unless such Additional Term Loan is an “Increase Effective Date”Additional Term C Loan, in which case the weighted average life to maturity of such Additional Term Loan shall be no shorter than the weighted average life to maturity of the Initial Term C Loans), (v) in the case of an Additional Revolving Credit Commitment, the maturity date of such Additional Revolving Credit Commitment shall be no earlier than the Maturity Date applicable to the Revolving Credit Facility, and such Additional Revolving Credit Commitment shall require no scheduled amortization or mandatory commitment reduction prior to such Maturity Date and such Additional Revolving Credit Commitment shall be on which Borrower proposes that the increased exact same terms and pursuant to the exact same documentation applicable to the Revolving Credit Facility, (vi) no Lender shall be required to participate in the Additional Term Commitments or new the Additional Revolving Credit Commitments, (vii) the interest rate and amortization schedule applicable to the Additional Term Commitments shall be effective, which shall be a date not fewer than 10 Business Days after determined by the date on which such notice is delivered to the Administrative Agent and (ii) the identity of each Assignee to whom Borrower proposes any portion of such increased or new Commitments be allocated and the amounts of such allocationslenders thereof; provided that in the event that the interest margins applicable to any existing Lender approached such Additional Term Commitments (other than Additional Term C Commitments) are greater than the interest margins for the Initial Term B Loans by more than 50 basis points, then the interest margins for the Initial Term B Loans shall be increased to provide all or a portion the extent necessary so that the interest margins for such Additional Term Commitments are no more than 50 basis points greater than the interest margins for the Initial Term B Loans (it being understood that the provisions of this proviso shall not apply to the increased or new Commitments may elect or decline, in its sole discretion, to provide such increased or new CommitmentInitial Term C Loans); provided, further, that any existing Lender that does not respond that, in determining the applicable interest rate margins for such Additional Term Commitments and the Initial Term B Loans, (A) original issue discount (“OID”) or upfront fees (which shall be deemed to have declined constitute like amounts of OID) payable by the Borrower to provide the Lenders under the Initial Term B Loans or any Additional Term Commitments in the initial primary syndication thereof shall be included (with OID being equated to interest based on assumed four-year life to maturity), (B) customary arrangement, structuring or other fees payable by the Borrower to any of the Arrangers (or their respective Affiliates) in connection with the Initial Term B Loans or to one or more arrangers (or their Affiliates) of any Additional Term Commitments and that are not shared with all Lenders providing Additional Term Commitments shall be excluded, and (C) if such Additional Term Commitments include an interest rate floor greater than the interest rate floor applicable to the Initial Term B Loans, such increased amount shall be equated to the applicable interest rate margin for purposes of determining whether an increase to the interest margins for the Initial Term B Loans shall be required, to the extent an increase in the interest rate floor for the Initial Term B Loans would cause an increase in the interest rate then in effect thereunder, and in such case the interest rate floor (but not the interest margins for the Initial Term B Loans) applicable to the Initial Term B Loans shall be increased by such amount; and (viii) the Additional Term Loans shall rank pari passu in right of payment and of security with the other Loans. Any Additional Term Loans may participate on a pro rata basis or new Commitmenton a less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments hereunder, as specified in the Additional Facility Joinder Agreement.

Increase in Commitments. (a) The Borrower may by written So long as no Default or Event of Default has occurred and is continuing or would result therefrom, upon notice to the Administrative Agent elect Agent, at any time after the Closing Date, the Borrower may request one or more Additional Term Commitments or one or more Additional Revolving Credit Commitments (it being understood and agreed that (i) at the election of the Borrower, such additional commitments in respect of any term loans may be implemented through the addition of additional new tranches of such loans instead of being implemented as increases in the applicable Commitments and (ii) if the Borrower makes such election, the provisions of this Section shall be read in a manner that permits such election to request be implemented; provided that (x) prior to the Revolving Termination Date, an increase to final maturity date of any such new tranche of term loans shall be no earlier than the existing Revolving Commitments under one or more of Maturity Date for the Revolving Facilities (“Increased Revolving Commitment”) and/or Term Loans and (y) the establishment weighted average life to maturity of one or more any such new tranche of term loan Commitments loans shall be no shorter than the remaining weighted average life to maturity of the Term Loans); provided that (eachi) after giving effect to any such additional commitments, an “Incremental Term Loan Commitment”) in an amount not less than $100,000,000 individually and in an amount not to exceed the sum of (A) the Shared Incremental Amount and (B) an aggregate amount of Incremental Additional Term Loans or Increased Commitments and Additional Revolving Credit Commitments that have been added pursuant to this Section 2.14 shall not exceed $275,000,000 (minus the aggregate principal amount of any Permitted Additional First Lien Debt the proceeds of which are not used solely to repay Term Loans) unless, after giving effect to any such that additional commitments, the Consolidated Senior Secured Leverage Ratio is no more than 3.50 to 1.00 Ratio, computed on a Pro Forma Basis as of the last day of the most recently ended period of four fiscal quarters quarter of the Borrower for which financial statements are internally availablehave been delivered, determined on the applicable Increase Effective Date, after giving effect would be no greater than 3.00 to 1.0; (ii) any such incurrence on a Pro Forma Basis, and, addition shall be in each case, with respect to any Increased Revolving Commitments, assuming a borrowing of the maximum an aggregate amount of Loans available thereunder, and excluding the cash proceeds $10,000,000 or any whole multiple of any such Incremental Term Loans or Increased Revolving Commitments $500,000 in excess thereof (provided that, for the avoidance of doubt, any Incremental Term Loans or Increased Revolving Commitments incurred or issued pursuant to clause (B) on any Increase Effective Date on which the Senior Secured Leverage Ratio test in this clause (B) is met shall remain authorized pursuant to clause (B) that such amount may be less than $10,000,000 if such Senior Secured Leverage Ratio test is not met as amount represents all remaining availability under the aggregate limit in respect of any subsequent date). Each such notice shall specify Additional Term Commitments and Additional Revolving Credit Commitments set forth in clause (i) to this proviso), (iii) the final maturity date of any Additional Term Loans shall be no earlier than the Maturity Date for the Term Loans, (eachiv) the weighted average life to maturity of the Additional Term Loans shall be no shorter than the remaining weighted average life to maturity of the Term Loans (excluding the Delayed Term Loan), an “Increase Effective Date”(v) on which Borrower proposes that no Lender shall be required to participate in the increased Additional Term Commitments or new the Additional Revolving Credit Commitments, (vi) the interest rate and amortization schedule applicable to the Additional Term Commitments shall be effective, which shall be a date not fewer than 10 Business Days after determined by the date on which such notice is delivered to the Administrative Agent and (ii) the identity of each Assignee to whom Borrower proposes any portion of such increased or new Commitments be allocated and the amounts of such allocationslenders thereof; provided that any existing Lender approached to provide all or a portion if such Additional Term Commitments are incurred within 18 months of the Closing Date then and only then in the event that the interest margins applicable to such Additional Term Commitments is greater than the interest margins for the Term Facility by more than 50 basis points, then the interest margins for the Term Facility shall be increased or new to the extent necessary so that the interest margins for such Additional Term Commitments may elect or decline, in its sole discretion, to provide such increased or new Commitmentare no more than 50 basis points greater than the interest margins for the Term Facility; provided, further, that any existing Lender that does not respond in determining the interest margins applicable to the Term Facility and the Additional Term Commitments, (x) original issue discount (“OID”) or upfront fees (which shall be deemed to have declined constitute like amounts of OID) payable by Borrower to provide such increased the Lenders of the Term Facility or new Commitmentthe Additional Term Commitments in the primary syndication thereof shall be included (with OID being equated to interest based on an assumed four-year life to maturity) and (y) customary arrangement or commitment fees payable to the Arrangers (or their affiliates) in connection with the Term Facility or to one or more arrangers (or their affiliates) of the Additional Term Commitments shall be excluded and (vii) the Additional Term Loans shall rank pari passu in right of payment and of security with the Revolving Credit Loans and the Term Loans. Any Additional Revolving Credit Commitments shall be on the same terms and pursuant to the same documentation applicable to the Revolving Credit Facility (it being understood that customary arrangement or commitment fees payable to one or more arrangers (or their affiliates) of the Additional Revolving Credit Commitments may be different than those paid with respect to the Revolving Credit Facility).

Increase in Commitments. (a) The Borrower may shall have the right, at any time prior to the date that is thirty (30) days prior to the Termination Date by written notice to and in consultation with the Administrative Agent, to request an increase in the aggregate Revolver Commitments (each such requested increase, a “Commitment Increase”), by having one or more existing Lenders increase their respective Revolver Commitments then in effect (each, an “Increasing Lender”), by adding as a Lender with a new Revolver Commitment hereunder one or more Persons that are not already Conformed Credit Agreement - Page 72 140760.01015/150764690v.11 140760.01015/130833253v.5 Lenders (each, an “Additional Lender”), or a combination thereof, provided that (i) any such request for a Commitment Increase shall be in a minimum amount of $5,000,000 (or such lesser amount as the Administrative Agent may reasonably agree), (ii) immediately after giving effect to any Commitment Increase, the aggregate Revolver Commitments shall not exceed $200,000,000, and (iii) no Default or Event of Default shall have occurred and be continuing on the applicable Commitment Increase Date (as hereinafter defined) or shall result from any Commitment Increase. No consent of any Lender to such Commitment Increase shall be required and no Lender shall be obligated to participate as a Lender in such Commitment Increase. The Borrower shall give the existing Lenders the right of first refusal for participating in any such Commitment Increase by providing such notice to the Administrative Agent elect ten (10) Business Days before executing a commitment with any Person that is not already a Lender. Section 5.07 will be adjusted by mutual consent of the Borrower and the Majority Lenders. An existing Lender shall have priority over Additional Lenders to request participate in such requested Commitment Increase if such existing Lender provides written notice of its election to participate within ten (10) Business Days of such existing Xxxxxx’s receipt of such notice. Such notice from the Borrower shall specify the requested amount of the Commitment Increase. No Lender shall have any obligation to become an Increasing Lender and any decision by a Lender to increase its Commitment shall be made in its sole discretion independently from any other Lender. Other than fees payable to the Administrative Agent, any fees paid by the Borrower for a Commitment Increase to an Increasing Lender, an Additional Xxxxxx, and the Administrative Agent, shall be for their own account and shall be in an amount, if any, mutually agreed upon by each such party and the Borrower, in each party’s sole discretion. (b) Each Additional Lender must qualify as an Eligible Assignee (the selection of which shall include the prior approval, not to be unreasonably withheld, conditioned or delayed, of the Administrative Agent). The Borrower and each Additional Lender shall execute a joinder agreement, and the Borrower and each Lender shall execute all such other documentation as the Administrative Agent and the Borrowers may reasonably require, all in form and substance reasonably satisfactory to the Administrative Agent and the Borrower, to evidence the Revolver Commitment adjustments referred to in Section 2.14(e); provided that the failure of any Lender that is not an Additional Lender or an Increasing Lender to execute any such documentation shall not impair the ability of the Additional Lenders, the Increasing Lenders and the Borrower to effect a Commitment Increase pursuant to this Section 2.14. (c) If the aggregate Revolver Commitments are increased in accordance with this Section 2.14, the Borrower (in consultation with the Administrative Agent), Increasing Lender(s) (if any) and Additional Lender(s) (if any) shall agree upon the effective date (the “Commitment Increase Date,” which shall be a Business Day not less than thirty (30) days prior to the Termination Date). The Administrative Agent shall promptly notify the Lenders of such increase and the Commitment Increase Date. (d) Notwithstanding anything set forth in this Section 2.14 to the contrary, the Borrower shall not incur any Revolver Advances pursuant to any Commitment Increase (and no Commitment Increase shall be effective) unless the conditions set forth in Section 2.14(a)(i) through (iii) as well as the following conditions precedent are satisfied on the applicable Commitment Increase Date: (i) The Administrative Agent shall have received the following, each dated the Commitment Increase Date and in form and substance reasonably satisfactory to the Administrative Agent: Conformed Credit Agreement - Page 73 140760.01015/150764690v.11 140760.01015/130833253v.5 (A) a supplement to this Agreement signed by the Administrative Agent and each other Lender committing to the Commitment Increase, setting forth the reallocation of Commitments referred to in Section 2.14(e), all other documentation required by the Administrative Agent pursuant to Section 2.14(b) and such other modifications, documents or items as the Administrative Agent, the Lenders or their counsel may reasonably request; (B) an instrument, duly executed by the Borrower and each Guarantor acknowledging and reaffirming its obligations under this Agreement, the Collateral Documents, and the other Loan Documents to which it is a party; (C) a certificate of the secretary or an assistant secretary of the Borrower and each Guarantor, certifying to and attaching the resolutions adopted by the board of directors (or similar governing body) of such party approving or consenting to such Commitment Increase; (D) a certificate of the chief financial officer or another Responsible Officer of the Borrower, certifying that (x) prior as of the Commitment Increase Date, all representations and warranties of the Borrower and the Guarantors contained in this Agreement and the other Loan Documents are true and correct in all material respects (except to the Revolving Termination Dateextent any such representation or warranty is expressly stated to have been made as of a specific date, an increase to the existing Revolving Commitments under one in which case such representation or more warranty is true and correct in all material respects as of the Revolving Facilities (“Increased Revolving Commitment”) and/or such date), and (y) no Default or Event of Default has occurred and is continuing, both immediately before and after giving effect to such Commitment Increase (including any Borrowings in connection therewith and the establishment application of one the proceeds thereof); and (E) such other documents or more items that the Administrative Agent, the Lenders or their counsel may reasonably request. (ii) In the case of any Borrowing of Revolver Advances in connection with such Commitment Increase for the purpose of funding an Acquisition, the applicable conditions set forth in this Agreement with respect to Acquisitions shall have been satisfied. (e) On the Commitment Increase Date, (i) the aggregate principal outstanding amount of the Revolver Advances (the “Initial Advances”) immediately prior to giving effect to the Commitment Increase shall be deemed to be repaid, (ii) immediately after the effectiveness of the Commitment Increase, the Borrower shall be deemed to have made new term loan Commitments Borrowings of Revolver Advances (each, an the “Incremental Term Loan CommitmentSubsequent Borrowings”) in an aggregate principal amount not less than $100,000,000 individually and in an amount not equal to exceed the sum of (A) the Shared Incremental Amount and (B) an aggregate principal amount of Incremental Term Loans or Increased Revolving Commitments such that the Senior Secured Leverage Ratio is no more than 3.50 to 1.00 as Initial Advances and of the last day of the most recently ended period of four fiscal quarters of the Borrower for which financial statements are internally available, determined on the applicable Increase Effective Date, after giving effect to any such incurrence on a Pro Forma Basis, and, in each case, with respect to any Increased Revolving Commitments, assuming a borrowing of the maximum amount of Loans available thereunder, types and excluding the cash proceeds of any such Incremental Term Loans or Increased Revolving Commitments (provided that, for the avoidance Interest Period specified in a Notice of doubt, any Incremental Term Loans or Increased Revolving Commitments incurred or issued pursuant to clause (B) on any Increase Effective Date on which the Senior Secured Leverage Ratio test in this clause (B) is met shall remain authorized pursuant to clause (B) if such Senior Secured Leverage Ratio test is not met as of any subsequent date). Each such notice shall specify (i) the date (each, an “Increase Effective Date”) on which Borrower proposes that the increased or new Commitments shall be effective, which shall be a date not fewer than 10 Business Days after the date on which such notice is Borrowing delivered to the Administrative Agent and (ii) the identity of each Assignee to whom Borrower proposes any portion of such increased or new Commitments be allocated and the amounts of such allocations; provided 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; provided, further, that any existing Lender that does not respond shall be deemed to have declined to provide such increased or new Commitment.accordance with Section 2.01,

Increase in Commitments. (a) The Borrower may at any time or from time to time after the Effective Date, by written notice to the Administrative Agent elect (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (x) prior to the Revolving Termination Date, an increase to the existing Revolving Commitments under one or more new commitments which may be of the same Class as any outstanding Term Loans (a “Term Loan Increase”) or a new Class of Term Loans (collectively with any Term Loan Increase, the “Incremental Term Loans”), or (y) one or more increases in the amount of the Revolving Facilities Commitments (each such increase, a “Increased Revolving CommitmentCommitment Increase”, together with any Incremental Term Loans, referred to herein as an “Incremental Facility”), provided that (i) and/or at the time of each such request and upon the effectiveness of each Incremental Facility, (x) no Default or Event of Default has occurred and is continuing or would result therefrom (except, notwithstanding the requirements of Section 4.02, at the option of the Borrower in connection with an acquisition, in lieu of such condition, (A) no Event of Default shall be continuing at the time of execution of the applicable contract or agreement for such acquisition and (B) no Event of Default under Sections 7.01(a), (b), (h) or (i) shall be continuing at the time of making such acquisition)) and (y) the establishment condition in Section 4.02(b) shall be satisfied (except, notwithstanding the requirements of one or more new term loan Commitments (eachSection 4.02, an “Incremental Term Loan Commitment”) in an amount not less than $100,000,000 individually and in an amount not to exceed at the sum of (A) the Shared Incremental Amount and (B) an amount of Incremental Term Loans or Increased Revolving Commitments such that the Senior Secured Leverage Ratio is no more than 3.50 to 1.00 as of the last day of the most recently ended period of four fiscal quarters option of the Borrower for which financial statements are internally available, determined on the applicable Increase Effective Date, after giving effect to any such incurrence on a Pro Forma Basis, andin connection with an acquisition, in each caselieu of such condition, with respect to any Increased Revolving Commitments, assuming a borrowing of the maximum amount of Loans available thereunder, and excluding the cash proceeds of any such Incremental Term Loans or Increased Revolving Commitments (provided that, for the avoidance of doubt, any Incremental Term Loans or Increased Revolving Commitments incurred or issued pursuant to clause (B) on any Increase Effective Date on which the Senior Secured Leverage Ratio test in this clause (B) is met shall remain authorized pursuant to clause (B) if such Senior Secured Leverage Ratio test is not met as of any subsequent date). Each such notice shall specify (i) the date (each, an “Increase Effective Date”) on which Borrower proposes that the increased or new Commitments representations shall be effectivelimited to the Specified Representations (as defined in the Existing Credit Agreement, which shall be conformed as reasonably necessary for such acquisition to provide for certainty of funding in connection with such transaction) ), (ii) no Lender shall be obligated to provide an Incremental Facility as a date not fewer than 10 Business Days after result of any such request by the date on which Borrower, and until such notice is time, if any, as such Lender has agreed in its sole discretion to provide an Incremental Facility and executed and delivered to the Administrative Agent and the Borrower an Incremental Facility Agreement as provided in clause (c) of this Section 2.23, such Lender shall not be obligated to fund any Incremental Facility, (iii) any Lender may so provide an Incremental Facility without the consent of any other Lender, (iv) Incremental Facilities shall be denominated in dollars, (v) the Incremental Loan Commitment Requirements shall have been satisfied, and (vi) the provision of Incremental Facilities pursuant to this Section 2.23 on a given date pursuant to a particular Incremental Facility Agreement shall be in a minimum aggregate amount of $5,000,000 (provided that such amount may be less than $5,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence). Notwithstanding anything to the contrary herein, the aggregate amount of the Incremental Facilities shall not exceed the sum of (the “Incremental Cap”): (i) $75,000,000 plus (ii) an amount so long as, in the identity case of each Assignee to whom Borrower proposes this clause (ii), the First Lien Net Leverage Ratio would not exceed 0.25:1.00 below the First Lien Net Leverage Ratio on the Effective Date, calculated at the time of incurrence on a pro forma basis after giving effect thereto and the application of the proceeds thereof, and assuming any portion such Incremental Facility is secured on a first lien basis, whether or not so secured (and, in the case of any Revolving Commitment Increase, assuming a full drawing of such increased or new Commitments be allocated and the amounts Revolving Commitment Increase). The amount of such allocations; provided that Incremental Facility together with any existing Lender approached to provide all or a portion of Incremental Equivalent Debt shall not exceed the increased or new Commitments may elect or decline, in its sole discretion, to provide such increased or new Commitment; provided, further, that any existing Lender that does not respond shall be deemed to have declined to provide such increased or new CommitmentIncremental Cap.

Increase in Commitments. (a) The Borrower may may, from time to time, on any Business Day prior to the Termination Date, increase the aggregate amount of the Commitments by written notice delivering a commitment amount increase request substantially in the form attached hereto as Exhibit H or in such other form acceptable to the Administrative Agent elect to request at least five (x5) Business Days prior to the Revolving Termination Date, an desired effective date of such increase to (the existing Revolving Commitments under “Commitment Amount Increase”) identifying one or more additional Lenders (or additional Commitments for existing Lender(s) or by a combination of existing Lenders and additional Lenders) and the amount of its Commitment (or additional amount of its Commitment(s)); provided, however, that (i) the aggregate amount of the Revolving Facilities Commitments shall not be incurred to an amount in excess of $50,000,000, (“Increased Revolving Commitment”ii) and/or (y) the establishment of one or more new term loan Commitments (each, an “Incremental Term Loan Commitment”) any Commitment Amount Increase shall be in an amount not less than $100,000,000 individually 5,000,000, (iii) no Event of Default shall have occurred and be continuing at the time of the request or the effective date of the Commitment Amount Increase, and (iv) all representations and warranties contained in Section 6 hereof shall be true and correct in all material respects (where not already qualified by materiality, otherwise in all respects) at the time of such request and on the effective date of such Commitment Amount Increase (except to the extent such representations and warranties relate to an earlier date, in which case they are true and correct in all material respects (where not already qualified by materiality, otherwise in all respects) as of such date). The effective date of the Commitment Amount Increase shall be as set forth in the related commitment amount increase request. Upon the effectiveness thereof, the new Lender(s) (or, if applicable, existing Lender(s)) shall advance Loans in an amount not to exceed the sum of (A) the Shared Incremental Amount and (B) an amount of Incremental Term Loans or Increased Revolving Commitments sufficient such that the Senior Secured Leverage Ratio is no more than 3.50 to 1.00 as of the last day of the most recently ended period of four fiscal quarters of the Borrower for which financial statements are internally available, determined on the applicable Increase Effective Date, after giving effect to any its advance each Lender shall have outstanding its Percentage of Loans. It shall be a condition to such incurrence on a Pro Forma Basis, and, in each case, with respect to any Increased Revolving Commitments, assuming a borrowing of the maximum amount of Loans available thereunder, and excluding the cash proceeds of any such Incremental Term Loans or Increased Revolving Commitments (provided that, for the avoidance of doubt, any Incremental Term Loans or Increased Revolving Commitments incurred or issued pursuant to clause (B) on any Increase Effective Date on which the Senior Secured Leverage Ratio test in this clause (B) is met shall remain authorized pursuant to clause (B) if such Senior Secured Leverage Ratio test is not met as of any subsequent date). Each such notice shall specify effectiveness that (i) if any Eurodollar Loans are outstanding on the date (eachof such effectiveness, an “Increase Effective Date”) on which Borrower proposes that the increased or new Commitments such Eurodollar Loans shall be effective, which deemed to be prepaid on such date and the Borrower shall be a date not fewer than 10 Business Days after the date on which such notice is delivered pay any amounts owing to the Administrative Agent Lenders pursuant to Section 1.10 hereof and (ii) the identity of each Assignee to whom Borrower proposes shall not have terminated any portion of such increased or new the Commitments be allocated pursuant to Section 1.11 hereof. The Borrower agrees to pay any reasonable and documented, out-of-pocket expenses of the Administrative Agent relating to any Commitment Amount Increase and, solely to the extent agreed upon in writing between Administrative Agent and the amounts of Borrower (it being acknowledged that Borrower shall have no obligation to enter into any such allocations; provided that agreement), any existing arrangement fees related thereto. Notwithstanding anything herein to the contrary, no Lender approached shall have any obligation to provide all or a portion of the increased or new Commitments may elect or decline, in increase its sole discretion, to provide such increased or new Commitment; provided, further, that any existing Lender that does not respond Commitment and no Lender’s Commitment shall be deemed increased without its consent thereto, and each Lender may at its option, unconditionally and without cause, decline to have declined to provide such increased or new increase its Commitment.

Increase in Commitments. (a) The Borrower may may, on any Business Day prior to the Termination Date and with the Administrative Agent's prior written consent (not to be unreasonably withheld), increase the aggregate amount of the Commitments by written notice delivering a Commitment Amount Increase Request substantially in the form attached hereto as Exhibit H or in such other form acceptable to the Administrative Agent elect to request at least five (x5) Business Days prior to the Revolving Termination Datedesired effective date of such increase (the "Commitment Amount Increase") identifying an additional Lender (or additional Commitments for existing Lender(s)) and the amount of its Commitment (or additional amount of its Commitment(s)); provided, an however, that (i) any increase to the existing Revolving Commitments under one or more of the Revolving Facilities aggregate amount of the Commitments to an amount in excess of $100,000,000 will require the approval of the Required Lenders, (“Increased Revolving Commitment”ii) and/or (y) any increase of the establishment aggregate amount of one or more new term loan the Commitments (each, an “Incremental Term Loan Commitment”) shall be in an amount not less than $100,000,000 individually 10,000,000, (iii) no Default or Event of Default shall have occurred and be continuing at the time of the request or the effective date of the Commitment Amount Increase, and (iv) all representations and warranties contained in Section 6 hereof shall be true and correct at the time of such request and on the effective date of such Commitment Account Increase. The effective date of the Commitment Amount Increase shall be agreed upon by the Borrower and the Administrative Agent. Upon the effectiveness thereof, the new Lender(s) (or, if applicable, existing Lender(s)) shall advance Loans in an amount not to exceed the sum of (A) the Shared Incremental Amount and (B) an amount of Incremental Term Loans or Increased Revolving Commitments sufficient such that the Senior Secured Leverage Ratio is no more than 3.50 to 1.00 as of the last day of the most recently ended period of four fiscal quarters of the Borrower for which financial statements are internally available, determined on the applicable Increase Effective Date, after giving effect to any its advance each Lender shall have outstanding its Percentage of Loans. It shall be a condition to such incurrence on a Pro Forma Basis, and, in each case, with respect to any Increased Revolving Commitments, assuming a borrowing of the maximum amount of Loans available thereunder, and excluding the cash proceeds of any such Incremental Term Loans or Increased Revolving Commitments (provided that, for the avoidance of doubt, any Incremental Term Loans or Increased Revolving Commitments incurred or issued pursuant to clause (B) on any Increase Effective Date on which the Senior Secured Leverage Ratio test in this clause (B) is met shall remain authorized pursuant to clause (B) if such Senior Secured Leverage Ratio test is not met as of any subsequent date). Each such notice shall specify effectiveness that (i) if any Eurodollar Loans are outstanding on the date (eachof such effectiveness, an “Increase Effective Date”) on which Borrower proposes that the increased or new Commitments such Eurodollar Loans shall be effective, which deemed to be prepaid on such date and the Borrower shall be a date not fewer than 10 Business Days after the date on which such notice is delivered pay any amounts owing to the Administrative Agent Lenders pursuant to Section 1.9 hereof and (ii) the identity of each Assignee to whom Borrower proposes shall not have terminated any portion of such increased or new the Commitments be allocated and the amounts of such allocations; provided that pursuant to Section 1.10 hereof. The Borrower agrees to pay any existing Lender approached to provide all or a portion reasonable expenses of the increased or new Commitments may elect or declineAdministrative Agent relating to any Commitment Amount Increase. Notwithstanding anything herein to the contrary, in no Lender shall have any obligation to increase its sole discretion, to provide such increased or new Commitment; provided, further, that any existing Lender that does not respond Commitment and no Lender's Commitment shall be deemed increased without its consent thereto, and each Lender may at its option, unconditionally and without cause, decline to have declined to provide such increased or new increase its Commitment.

Increase in Commitments. (a) The Borrower may by written notice From time to time (but not more than on 2 occasions) during the Administrative Agent elect to request period from and after the Closing Date through the earlier of (x) prior to the Revolving Termination date that is 24 months after the Closing Date, an increase to the existing Revolving Commitments under one or more of the Revolving Facilities (“Increased Revolving Commitment”) and/or and (y) the establishment date (if any) on which the Commitments are reduced by Borrowers pursuant to the terms hereof, the Maximum Revolver Amount may be increased (each increase that satisfies the terms and conditions of this Section, an “Approved Increase”) by an amount not in excess of the Available Increase Amount at the option of Borrowers by delivery of a written notice from Administrative Borrower of a proposed increase to Agent if and only if (i) each of the conditions precedent set forth in Section 3.2 are satisfied as of the Increase Effective Date, (ii) Borrowers have delivered to Agent updated pro forma Projections (after giving effect to the proposed increase) for Parent and its Subsidiaries reflecting compliance on a pro forma basis with the financial covenant (but only if such financial covenant was required to be satisfied during such period as a result of the commencement or existence of a Financial Covenant Period) in Section 7 for the 4 fiscal quarter period (on a quarter-by-quarter basis) following the Increase Effective Date, in form and content reasonably acceptable to Agent, (iii) Borrowers and Agent shall have reached agreement on the amount of the supplemental closing fee to be paid by Borrowers to Agent on the Increase Effective Date, (iv) Borrowers shall have paid to Agent all supplemental closing fees due and payable as of the Increase Effective Date, and (v) Agent or Borrowers have obtained the commitment of one or more new term loan Commitments Lenders (each, an “Incremental Term Loan Commitment”or other prospective lenders) in an amount not less than $100,000,000 individually reasonably satisfactory to Agent and in an amount not Borrowers to exceed provide the sum of (A) the Shared Incremental Amount and (B) an amount of Incremental Term Loans or Increased Revolving Commitments such that the Senior Secured Leverage Ratio is no more than 3.50 to 1.00 as of the last day of the most recently ended period of four fiscal quarters of the Borrower for which financial statements are internally available, determined on the applicable Increase Effective Date, after giving effect to any such incurrence on a Pro Forma Basis, and, in each case, with respect to any Increased Revolving Commitments, assuming a borrowing of the maximum amount of Loans available thereunder, and excluding the cash proceeds of any such Incremental Term Loans or Increased Revolving Commitments (provided that, for the avoidance of doubt, any Incremental Term Loans or Increased Revolving Commitments incurred or issued pursuant to clause (B) on any Increase Effective Date on which the Senior Secured Leverage Ratio test in this clause (B) is met shall remain authorized pursuant to clause (B) if such Senior Secured Leverage Ratio test is not met as of any subsequent date)proposed increase. Each such notice shall specify (i) the date on which the proposed increase is to be effective (each, an the “Increase Effective Date”) on which Borrower proposes that the increased or new Commitments shall be effective), which date shall not be a date not fewer less than 10 Business Days after the date on which such notice is delivered to the Administrative Agent and (ii) the identity of each Assignee to whom Borrower proposes any portion of such increased or new Commitments be allocated and the amounts of such allocations; provided 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; provided, further, that any existing Lender that does not respond notice. Each proposed increase shall be deemed to have declined to provide such increased or new Commitmentin an amount of at least $10,000,000 and integral multiples of $5,000,000 in excess thereof.

Increase in Commitments. (a) The Borrower may by written notice to the Administrative Agent elect to request (x) prior to the Revolving Termination Date, an increase to the existing Revolving Commitments under add one or more of the Revolving Facilities (“Increased Revolving Commitment”) and/or (y) the establishment of one or more new incremental term loan Commitments facilities hereunder (each, an “Incremental Term Facility”; the commitments thereunder are referred to as “Incremental Term Loan CommitmentCommitments” and loans pursuant thereto “Incremental Term Loans”) and/or increase commitments under the Revolving Facility (any such increase, an “Incremental Revolving Increase”; the commitments thereunder are referred to as “Incremental Revolving Commitments” and loans pursuant thereto “Incremental Revolving Loans”; the Incremental Term Facilities and the Incremental Revolving Increases are collectively referred to as “Incremental Facilities”); provided that the total aggregate amount for all such Incremental Facilities (assuming, in the case of any Incremental Revolving Increase, the full amount thereof is drawn) shall not (as of any date of incurrence thereof) exceed (x) $60,000,000 (plus, to the extent utilized to effect an Incremental Revolving Increase, $20,000,000), plus (y) an amount not less than $100,000,000 individually and in an amount not equal to exceed the sum of all voluntary prepayments of Term Loans made pursuant to Section 2.09(a), plus (A) the Shared Incremental Amount and (Bz) an additional unlimited amount so long as, after giving effect to the incurrence of such Incremental Facility (excluding the cash proceeds of any Incremental Term Loans or Increased for purposes of netting and, in the case of any Incremental Revolving Commitments such that Increase, assuming the Senior full amount thereof is fully drawn), the Secured Leverage Ratio is no more than 3.50 to 1.00 Ratio, determined on a Pro Forma Basis as of the last day of the most recently ended period of four fiscal quarters of the Borrower Test Period for which financial statements are internally availablewere required to have been delivered pursuant to Section 6.01 (or, determined on if no Test Period has passed, as of the applicable Increase Effective Date, after giving effect to any such incurrence on a Pro Forma Basis, andlast four quarters ended), in each case, with respect as if such Incremental Facility (and Revolving Loans in an amount equal to any Increased Revolving Commitments, assuming a borrowing of the maximum full amount of Loans available thereunder, and excluding the cash proceeds of any such Incremental Term Loans Revolving Increase) had been outstanding on the last day of such four-quarter period, shall not exceed 2.50 to 1.00, with the Borrower electing whether such Incremental Facility have been incurred (in whole or Increased Revolving Commitments in part) under clauses (provided thatx) (including the parenthetical thereunder), for (y) and/or (z) in its sole discretion. Each Class of Incremental Facility incurred under this Section 2.15 shall be in an aggregate principal amount that is not less than $10,000,000 (or, if incurred pursuant to the avoidance of doubt, any Incremental Term Loans or Increased Revolving Commitments incurred or issued pursuant parenthetical to clause (Bx) on any Increase Effective Date on which in the Senior Secured Leverage Ratio test in this clause (B) is met shall remain authorized pursuant to clause (B) if such Senior Secured Leverage Ratio test is not met as of any subsequent dateimmediately preceding sentence, $5,000,000). Each such notice shall specify (ix) the date (each, an “Increase Effective Date”) on which the Borrower proposes that the increased or new Commitments Incremental Facility shall be effective, which shall be a date not fewer less than 10 five (5) Business Days after the date on which such notice is delivered to the Administrative Agent and (iiy) the identity of each Eligible Assignee to whom the Borrower proposes any portion of such increased or new Commitments Incremental Facility be allocated and the amounts of such allocations; provided that any existing Lender approached to provide all or a portion of the increased or new Commitments Incremental Facility may elect or decline, in its sole discretion, to provide such increased or new Commitment; provided, further, that any existing Lender that does not respond shall be deemed to have declined to provide such increased or new Commitmentportion of the Incremental Facility.

Increase in Commitments. (a) The Borrower may may, from time to time, on any Business Day prior to the Termination Date, increase the aggregate amount of the Commitments by written notice delivering a commitment amount increase request substantially in the form attached hereto as Exhibit H or in such other form acceptable to the Administrative Agent elect to request at least five (x5) Business Days prior to the Revolving Termination Date, an desired effective date of such increase to (the existing Revolving Commitments under “Commitment Amount Increase”) identifying one or more additional Lenders (or additional Commitments for existing Lender(s) or by a combination of existing Lenders and additional Lenders) and the amount of its Commitment (or additional amount of its Commitment(s)); provided, however, that (i) the aggregate amount of the Revolving Facilities Commitments shall not be incurred to an amount in excess of $125,000,000, (“Increased Revolving Commitment”ii) and/or (y) the establishment of one or more new term loan Commitments (each, an “Incremental Term Loan Commitment”) any Commitment Amount Increase shall be in an amount not less than $100,000,000 individually 5,000,000, (iii) no Default or Event of Default shall have occurred and be continuing at the time of the request or the effective date of the Commitment Amount Increase, and (iv) all representations and warranties contained in Section 6 hereof shall be true and correct in all material respects (where not already qualified by materiality, otherwise in all respects) at the time of such request and on the effective date of such Commitment Amount Increase (except to the extent such representations and warranties relate to an earlier date, in which case they are true and correct in all material respects (where not already qualified by materiality, otherwise in all respects) as of such date). The effective date of the Commitment Amount Increase shall be as set forth in the related commitment amount increase request. Upon the effectiveness thereof, the new Lender(s) (or, if applicable, existing Lender(s)) shall advance Loans in an amount not to exceed the sum of (A) the Shared Incremental Amount and (B) an amount of Incremental Term Loans or Increased Revolving Commitments sufficient such that the Senior Secured Leverage Ratio is no more than 3.50 to 1.00 as of the last day of the most recently ended period of four fiscal quarters of the Borrower for which financial statements are internally available, determined on the applicable Increase Effective Date, after giving effect to any its advance each Lender shall have outstanding its Percentage of Loans. It shall be a condition to such incurrence on a Pro Forma Basis, and, in each case, with respect to any Increased Revolving Commitments, assuming a borrowing of the maximum amount of Loans available thereunder, and excluding the cash proceeds of any such Incremental Term Loans or Increased Revolving Commitments (provided that, for the avoidance of doubt, any Incremental Term Loans or Increased Revolving Commitments incurred or issued pursuant to clause (B) on any Increase Effective Date on which the Senior Secured Leverage Ratio test in this clause (B) is met shall remain authorized pursuant to clause (B) if such Senior Secured Leverage Ratio test is not met as of any subsequent date). Each such notice shall specify effectiveness that (i) if any Eurodollar Loans are outstanding on the date (eachof such effectiveness, an “Increase Effective Date”) on which Borrower proposes that the increased or new Commitments such Eurodollar Loans shall be effective, which deemed to be prepaid on such date and the Borrower shall be a date not fewer than 10 Business Days after the date on which such notice is delivered pay any amounts owing to the Administrative Agent Lenders pursuant to Section 1.10 hereof and (ii) the identity of each Assignee to whom Borrower proposes shall not have terminated any portion of such increased or new the Commitments be allocated pursuant to Section 1.11 hereof. The Borrower agrees to pay any reasonable and documented, out-of-pocket expenses of the Administrative Agent relating to any Commitment Amount Increase and, solely to the extent agreed upon in writing between Administrative Agent and the amounts of Borrower (it being acknowledged that Borrower shall have no obligation to enter into any such allocations; provided that agreement), any existing arrangement fees related thereto. Notwithstanding anything herein to the contrary, no Lender approached shall have any obligation to provide all or a portion of the increased or new Commitments may elect or decline, in increase its sole discretion, to provide such increased or new Commitment; provided, further, that any existing Lender that does not respond Commitment and no Lender’s Commitment shall be deemed increased without its consent thereto, and each Lender may at its option, unconditionally and without cause, decline to have declined to provide such increased or new increase its Commitment.

Increase in Commitments. (a) The Borrower Borrowers may by written notice from time to time, on any Business Day after the Administrative Agent elect to request (x) Effective Date and prior to the Revolving Termination DateDate so long as no Default or Event of Default exists, an increase to the existing Revolving Commitments under one or more aggregate amount of the Revolving Facilities Credit Commitments by the Company delivering a Commitment Amount Increase Request at least five (5) Business Days prior to the desired effective date of such increase (the “Increased Revolving CommitmentCommitment Amount Increase”) and/or identifying an additional Lender (yor additional Revolving Credit Commitments for existing Lender(s)) and the amount of its Revolving Credit Commitment (or additional amount of its Revolving Credit Commitment(s)); provided, however, that (i) the establishment aggregate amount of one or more new term loan the Revolving Credit Commitments shall not at any time exceed $600,000,000, and (each, an “Incremental Term Loan Commitment”ii) any increase of the aggregate amount of the Revolving Credit Commitments shall be in an amount not less than $100,000,000 individually and in an amount not to exceed 25,000,000. The effective date of any Commitment Amount Increase shall be agreed upon by the sum of (A) the Shared Incremental Amount and (B) an amount of Incremental Term Loans or Increased Revolving Commitments such that the Senior Secured Leverage Ratio is no more than 3.50 to 1.00 as Company, on behalf of the last day Borrowers, and the Administrative Agent. Upon the effectiveness thereof, the new Lender(s) (or, if applicable, existing Lender(s)) shall advance Revolving Loans, or the existing Lenders shall make such assignments (which assignments shall not be subject to the requirements set forth in Section 14.12) of the most recently ended period of four fiscal quarters of outstanding Loans and L/C Obligations to the Borrower for which financial statements are internally available, determined on Lenders providing the applicable Commitment Amount Increase Effective Dateso that, after giving effect to any such incurrence on assignments, each Lender (including the Lenders providing the Commitment Xxxxxx Xxxxxxxx) will hold Loans and L/C Obligations equal to its Percentage of all outstanding Loans and L/C Obligations. It shall be a Pro Forma Basis, and, in each case, with respect condition to any Increased Revolving Commitments, assuming a borrowing of the maximum amount of Loans available thereunder, and excluding the cash proceeds of any such Incremental Term Loans or Increased Revolving Commitments (provided that, for the avoidance of doubt, any Incremental Term Loans or Increased Revolving Commitments incurred or issued pursuant to clause (B) on any Increase Effective Date on which the Senior Secured Leverage Ratio test in this clause (B) is met shall remain authorized pursuant to clause (B) if such Senior Secured Leverage Ratio test is not met as of any subsequent date). Each such notice shall specify effectiveness that (i) either no Eurocurrency Loans be outstanding on the date (each, an “Increase Effective Date”) on which Borrower proposes that of such effectiveness or the increased or new Commitments shall be effective, which shall be a date not fewer than 10 Business Days after Borrowers pay any applicable breakage cost under Section 3.6 incurred by any Lender resulting from the date on which such notice is delivered to the Administrative Agent repayment of its Loans and (ii) the identity of each Assignee to whom Borrower proposes Borrowers shall not have terminated any portion of such increased or new the Revolving Credit Commitments be allocated and the amounts of such allocations; provided that pursuant to Section 3.7 hereof. The Borrowers agree to pay any existing Lender approached to provide all or a portion reasonable expenses of the increased or new Commitments may elect or declineAdministrative Agent relating to any Commitment Amount Increase. Notwithstanding anything herein to the contrary, in no Lender shall have any obligation to increase its sole discretion, to provide such increased or new Commitment; provided, further, that any existing Lender that does not respond Revolving Credit Commitment and no Lender’s Revolving Credit Commitment shall be deemed increased without its consent thereto, and each Lender may at its option, unconditionally and without cause, decline to have declined to provide such increased or new increase its Revolving Credit Commitment.

Increase in Commitments. (a) The Borrower may Subject to the terms and conditions set forth herein, the Borrowers shall have the right, without the consent of the Lenders but with the prior approval of the Administrative Agent and each Issuing Bank (not to be unreasonably withheld, delayed or conditioned), to cause from time to time an increase in the Aggregate Commitments (a “Commitment Increase”) by written notice adding to this Agreement one or more additional financial institutions that are not already Lenders hereunder and that are reasonably satisfactory to the Administrative Agent elect to request and each Issuing Bank (x) prior to the Revolving Termination Dateeach, an increase to the existing Revolving Commitments under “Additional Lender”) or by allowing one or more of the Revolving Facilities (“Increased Revolving Commitment”) and/or (y) the establishment of one or more new term loan existing Lenders to increase their respective Commitments (each, an “Incremental Term Loan CommitmentIncreasing Lender”); provided that (i) no Default or Event of Default shall have occurred and be continuing on the effective date of any Commitment Increase, (ii) each Commitment Increase shall be in an amount that is not less than $100,000,000 individually and in an amount not 25,000,000, (iii) no Commitment Increase shall cause the Aggregate Commitments to exceed the sum of $2,250,000,000, (Aiv) the Shared Incremental Amount and (B) an amount Commitment of Incremental Term Loans or Increased Revolving Commitments such that the Senior Secured Leverage Ratio is no more than 3.50 to 1.00 as of the last day of the most recently ended period of four fiscal quarters of the Borrower for which financial statements are internally available, determined on the applicable Increase Effective Date, each Additional Lender after giving effect to any proposed Commitment Increase shall not be less than $10,000,000, (v) no Lender’s Commitment shall be increased without such incurrence on a Pro Forma Basis, and, Lender’s prior written consent (which consent may be given or withheld in each case, with respect to any Increased Revolving Commitments, assuming a borrowing of the maximum amount of Loans available thereundersuch Lender’s sole and absolute discretion), and excluding (vi) if, on the cash proceeds effective date of any such Incremental Term Loans or Increased Revolving Commitments (provided that, for the avoidance of doubtCommitment Increase, any Incremental Term Eurocurrency Loans or Increased Revolving Commitments incurred or issued pursuant to clause (B) on any Increase Effective Date on which have been funded, then the Senior Secured Leverage Ratio test in this clause (B) is met shall remain authorized pursuant to clause (B) if such Senior Secured Leverage Ratio test is not met as of any subsequent date). Each such notice shall specify (i) the date (each, an “Increase Effective Date”) on which Borrower proposes that the increased or new Commitments Borrowers shall be effective, which shall be a date not fewer than 10 Business Days after obligated to pay any breakage fees or costs or other amounts owing hereunder in connection with the date on which such notice is delivered to the Administrative Agent and (ii) the identity of each Assignee to whom Borrower proposes any portion breakage or reallocation of such increased or new Commitments be allocated and the amounts of such allocations; provided that any existing Lender approached to provide all or a portion of the increased or new Commitments may elect or decline, outstanding Eurocurrency Loans in its sole discretion, to provide such increased or new Commitment; provided, further, that any existing Lender that does not respond shall be deemed to have declined to provide such increased or new Commitmentaccordance with Section 2.13.

Increase in Commitments. (a) The 2.7.1. Borrower may by written notice to the Administrative Agent elect to request (x) prior to the Revolving Termination Dateeach, an “Increase Notice”), seek an increase to the existing Revolving Commitments under one or more of the Revolving Facilities (“Increased Revolving Commitment”i) and/or Term Loan Commitment (y) the establishment of one or more new term loan Commitments (each, each an “Incremental Term Loan Commitment”, and each Term Loan provided thereunder in accordance with the terms and conditions of this Section 2.7.1, an “Incremental Term Loan”) or (ii) Revolving Commitment (each an “Incremental Revolving Loan Commitment”, and each additional Revolving Loan provided thereunder in accordance with the terms of conditions of this Section 2.7.1, an “Incremental Revolving Loan”) by an amount not in excess of $35,000,000 in the aggregate (of which not more than $5,000,000 may consist of increases to the Revolving Loan Commitment), so long as, on a pro forma basis on the date of incurrence, immediately after giving effect to the incurrence of any such Incremental Loan Commitment (assuming the full amount of any such concurrently established Incremental Revolving Commitment is drawn) and after giving effect to any transactions consummated in connection therewith, (x) the Total Debt to EBITDA Ratio for the most recently completed fiscal quarter with respect to which the Administrative Agent has received financial statements pursuant to Section 10.1.2, shall be equal to or less than $100,000,000 individually and in an amount not to exceed the sum lesser of (A1)(A) 4.25 to 1.00 with respect to any Incremental Loan the Shared Incremental Amount and proceeds of which will be used to fund a Permitted Dividend or (B) an amount 5.25 with respect to any Incremental Loan the proceeds of which will be used for a purpose permitted by Section 2.7.2(iv) other than Permitted Dividends and (2) the applicable compliance level for the most recently ended Fiscal Quarter less 0.25 and (y) with respect to any Incremental Term Loans or Increased Revolving Commitments such that Loan the Senior Secured Leverage Ratio is no more than 3.50 proceeds of which will be used to 1.00 as of fund a Permitted Dividend, EBITDA shall be at least $32,000,000 calculated for the trailing twelve (12)-month period ending on the last day of the most recently ended period of four completed fiscal quarters of the Borrower for which financial statements are internally available, determined on the applicable Increase Effective Date, after giving effect to any such incurrence on a Pro Forma Basis, and, in each case, quarter with respect to any Increased Revolving Commitments, assuming a borrowing of which the maximum amount of Loans available thereunder, and excluding the cash proceeds of any such Incremental Term Loans or Increased Revolving Commitments (provided that, for the avoidance of doubt, any Incremental Term Loans or Increased Revolving Commitments incurred or issued Administrative Agent has received financial statements pursuant to clause (B) on any Section 10.1.2. Administrative Agent shall promptly deliver a copy of such Increase Effective Date on which the Senior Secured Leverage Ratio test in this clause (B) is met shall remain authorized pursuant Notice to clause (B) if such Senior Secured Leverage Ratio test is not met as of any subsequent date)each Lender. Each such notice Increase Notice shall specify (i) the amount of the requested Incremental Revolving Loan Commitment or Incremental Term Loan Commitment, as applicable, and (ii) the date on which the Incremental Loan Commitment is intended to be effective (each, an “Increase Effective Date”) on which Borrower proposes that the increased or new Commitments shall be effective), which shall be a date not fewer less than 10 Business Days after the date on which such notice Increase Notice is delivered to the Administrative Agent and (ii) the identity of each Assignee or such shorter time period as agreed to whom Borrower proposes any portion of such increased or new Commitments be allocated and the amounts of such allocations; provided 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; provided, further, that any existing Lender that does not respond shall be deemed to have declined to provide such increased or new Commitmentwriting by Administrative Agent).

Increase in Commitments. (a) The Borrower may by written notice to the Administrative Agent elect to request (x) prior to the Revolving Termination Date, an increase to the existing Revolving Commitments under add one or more of the Revolving Facilities (“Increased Revolving Commitment”) and/or (y) the establishment of one or more new incremental term loan Commitments facilities hereunder (each, an “Incremental Term Facility”; the commitments thereunder are referred to as “Incremental Term Loan CommitmentCommitments” and loans pursuant thereto “Incremental Term Loans”) in and/or increase commitments under the Revolving Facility (any such increase, an amount not less than $100,000,000 individually “Incremental Revolving Increase”; the commitments thereunder are referred to as “Incremental Revolving Commitments” and in an amount not to exceed loans pursuant thereto “Incremental Revolving Loans”); the sum of (A) the Shared Incremental Amount and (B) an amount of Incremental Term Loans or Increased Facilities and the Incremental Revolving Commitments such Increases are collectively referred to as “Incremental Facilities”); provided that the Senior Secured Leverage Ratio is no more than 3.50 to 1.00 as of the last day of the most recently ended period of four fiscal quarters of the Borrower (1) total aggregate amount for which financial statements are internally available, determined on the applicable Increase Effective Date, after giving effect to any all such incurrence on a Pro Forma Basis, andIncremental Facilities (assuming, in each case, with respect to any Increased Revolving Commitments, assuming a borrowing of the maximum amount of Loans available thereunder, and excluding the cash proceeds case of any such Incremental Term Loans or Increased Revolving Commitments Increase, the full amount thereof is drawn) shall not (provided that, for the avoidance of doubt, any Incremental Term Loans or Increased Revolving Commitments incurred or issued pursuant to clause (B) on any Increase Effective Date on which the Senior Secured Leverage Ratio test in this clause (B) is met shall remain authorized pursuant to clause (B) if such Senior Secured Leverage Ratio test is not met as of any subsequent datedate of incurrence thereof) exceed $150,000,000 and (2) the total aggregate amount for each Incremental Facility shall not be less than a minimum principal amount of $25,000,000 or, if less, the remaining amount permitted pursuant to the foregoing clause (1). Each such notice shall specify (ix) the date (each, an “Increase Effective Date”) on which the Borrower proposes that the increased or new Commitments Incremental Facility shall be effective, which shall be a date not fewer less than 10 five Business Days after the date on which such notice is delivered to the Administrative Agent and (iiy) the identity of each Eligible Assignee to whom the Borrower proposes any portion of such increased or new Commitments Incremental Facility be allocated and the amounts of such allocations; provided that any existing Lender approached to provide all or a portion of the increased or new Commitments In- cremental Facility may elect or decline, in its sole discretion, to provide such increased or new Commitment; provided, further, that any existing Lender that does not respond shall be deemed to have declined to provide such increased or new Commitmentportion of the Incremental Facility.

Increase in Commitments. (a) The Borrower may by written Upon notice to the Administrative Agent elect Agent, at any time after the Closing Date, eachthe Borrower may request Additional Term Commitments or Additional Revolving Credit Commitments; provided that (i) after giving effect to request any such addition, the aggregate amount of Additional Term Commitments and Additional Revolving Credit Commitments that have been added pursuant to this Section 2.14 shall not exceed (xA) in the case of this Clause (A), on and after the EighthTenth Amendment Effective Date, $250,000,000 the greater of (i) $920,000,000 and (ii) 100% of Consolidated EBITDA of the Borrower Parties for the most recent Test Period for which financial statements have been (or are required to have been) furnished pursuant to Section 6.01 ended on or prior to the Revolving Termination Date, an increase to the existing Revolving Commitments under one or more date of the incurrence of such Additional Term Commitments or Additional Revolving Facilities Credit Commitments, (the “Increased Revolving CommitmentGeneral Incremental Availability”) and/or (y) the establishment of one or more new term loan Commitments (each), an “Incremental Term Loan Commitment”) in an amount not less than $100,000,000 individually and in an amount not to exceed the sum of (A) the Shared Incremental Amount and plus (B) an amount in the case of this Clause (B), on and after the Eighth Amendment Effective Date, $750,000,000 (the “Ratio Incremental Term Loans or Increased Revolving Commitments such Availability”)additional amounts to the extent that in the case of this clause (B) only the Senior Credit Agreement NYDOCS01/1760806.13 109 [Different first page setting changed from off in original to on in modified.]. Secured Net Leverage Ratio is no more than 3.50 to 1.00 as of the last day of the most recently ended period of four fiscal quarters of the Borrower Test Period for which financial statements are internally available, determined after giving Pro Forma Effect to any such Additional Term Commitments or Additional Revolving Credit Commitments (calculated as if such Additional Revolving Credit Commitments were fully drawn on the applicable Increase Effective test date), as applicable, shall not exceed 4.0:1.0, on the date of the closing date with respect thereto or, if the Borrower has made an LCT Election with respect thereto, on the LCT Test Date with respect thereto, 2.50:1.00 (such amounts, the “Ratio Incremental Availability”) (it being agreed that (I) the BorrowersBorrower may designate any such Additional Term Commitments and Additional Revolving Credit Commitments as being incurred pursuant to the General Incremental Availability or Ratio Incremental Availability in this sole discretion, and (II) so long as the all-in yield did not require a change to the interest rate margins pursuant to clause (vi) below when incurred, the BorrowersBorrower may re-designate any such Additional Term Commitments and Additional Revolving Credit Commitments (or corresponding Additional Term Loans or Additional Revolving Credit Loans, as applicable) originally designated to be incurred under the General Incremental Availability to be incurred under Ratio Incremental Availability if, at the time of such re-designation, the BorrowersBorrower would be permitted to incur under this Section 2.14 the aggregate principal amount of such Indebtedness being so re-designated), (ii) any such addition shall be in an aggregate amount of $50,000,000 or any whole multiple of $1,000,000 in excess thereof (provided that such amount may be less than $50,000,000 if such amount represents all remaining availability under the aggregate limit in respect of Additional Term Commitments and Additional Revolving Credit Commitments set forth in clause (i) to this proviso), (iii) (A) the final maturity date of any Additional Term Loans shall be no earlier than the latest Maturity Date for any then outstanding Term Loans and (B) the final maturity date of any Additional Revolving Credit Loans shall be no earlier than the latest Maturity Date for any then outstanding Revolving Credit Commitments; provided that the amortization schedule with respect to any Additional Term Loans shall be determined by the BV Borrower and the Additional Term Lenders of such Additional Term Loans, (iv) the weighted average life to maturity of the Additional Term Loans shall be no shorter than the remaining weighted average life to maturity of the then-existing tranche of Term Loans with the latest Maturity Date, (v) the loans made pursuant to any Additional Term Loan Commitments may rank junior in right of security with the Term Loan Facility or may be unsecured, in which case such Additional Term Loan Commitments and corresponding loans will be established as a separate facility than the Facilities hereunder and (vi) solely with respect to any Additional Term Commitments and/or Additional Revolving Credit Commitmentsincurred less than six months after the Tenth Amendment Effective Date that utilize the Ratio Incremental Availability, the all-in yield (whether in the form of interest rate margins, original issue discount, upfront fees or, in the case of any Additional Term Commitments, a Eurodollar Rate floor greater than 0.75%, with such increased amount being equated to interest margin for purposes of determining any increase to the applicable interest margin under the Term Loan Facility) applicable to any such Additional Term Commitments and/or Additional Revolving Credit Commitments will be determined by the BorrowersBorrower and the lenders providing such Additional Term Commitments and/or Additional Revolving Credit Commitments, but will not be more than 0.50% higher than the corresponding all-in yield (after giving effect to any such incurrence on a Pro Forma Basisinterest rate margins (including the Eurodollar Rate floor), andoriginal issue discount and upfront fees) for each then-existing tranche under the Term Loan Facility or Revolving Credit Facility, in each caseas applicable, respectively, unless the interest rate margins with respect to any Increased Revolving Commitments, assuming a borrowing of the maximum such existing Term Loan Facility are increased by an amount of Loans available thereunder, and excluding the cash proceeds of any such Incremental Term Loans or Increased Revolving Commitments (provided that, for the avoidance of doubt, any Incremental Term Loans or Increased Revolving Commitments incurred or issued pursuant equal Credit Agreement NYDOCS01/1760806.13 110 [Different first page setting changed from off in original to clause (B) on any Increase Effective Date on which the Senior Secured Leverage Ratio test in this clause (B) is met shall remain authorized pursuant to clause (B) if such Senior Secured Leverage Ratio test is not met as of any subsequent date)modified.]. Each such notice shall specify (i) the date (each, an “Increase Effective Date”) on which Borrower proposes that the increased or new Commitments shall be effective, which shall be a date not fewer than 10 Business Days after the date on which such notice is delivered to the Administrative Agent and (ii) difference between the identity of each Assignee all-in yield with respect to whom Borrower proposes any portion of such increased or new Additional Term Commitments be allocated and/or Additional Revolving Credit Commitments and the amounts of such allocations; provided that any corresponding all-in yield on suchthe 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; provided, further, that any existing Lender that does not respond shall be deemed to have declined to provide such increased or new CommitmentTerm Loan Facility minus 0.50%.

Increase in Commitments. (a) The Any Borrower may by written notice at any time after the Closing Date, deliver to the Administrative Agent elect to a request (xa “Facilities Increase Request”) prior to the Revolving Termination Date, an increase to the existing Revolving Commitments under one or more of the Revolving Facilities incur additional Loans (“Increased Revolving CommitmentAdditional Loans”) and/or (y) the establishment of one ; any such increase or more new term loan Commitments (each, an incremental incurrence being a “Incremental Term Loan CommitmentFacilities Increase”) in an amount not less than $100,000,000 individually and ); provided that: Any such Facilities Increase shall be in an amount not to exceed the sum of (A) the Shared Incremental Amount and (B) an aggregate principal amount of Incremental Term Additional Loans or Increased Revolving Commitments such that that, after giving effect to the incurrence of such Additional Loans, the Consolidated Senior Secured Leverage Ratio is no more than 3.50 to 1.00 and Consolidated Total Leverage Ratio, each calculated on a Pro Forma Basis as of the last day Applicable Determination Date (giving effect to the incurrence of such Additional Loans on a Pro Forma Basis in the calculation of Consolidated Total Debt) would not respectively exceed 4.30:1.00 or 5.00:1.00. no such Facilities Increase shall be effective earlier than twenty (20) Business Days (or such shorter time as the Lenders providing such Facilities Increase may agree) after the delivery of the Facilities Increase Request to the Administrative Agent; such Facilities Increase shall be used to finance Permitted Acquisitions (or other acquisitions approved by the Required Lenders) and related closing costs, permitted Investments, Capital Expenditures, working capital and other general corporate purposes; prior to consummating a Facilities Increase, the applicable Borrower shall have delivered to the Administrative Agent a Compliance Certificate demonstrating that, upon giving effect to such Facilities Increase, on a Pro Forma Basis, the Borrowers would be in compliance with the financial covenants set forth in Section 8.14 as of the most recently ended period of four fiscal quarters of recent Fiscal Quarter with respect to which the Borrower for which Borrowers were required to deliver financial statements are internally available, determined on the applicable Increase Effective Date, pursuant to Section 7.01; both before and after giving effect to any such incurrence on Facilities Increase, no Default or Event of Default shall have occurred and be continuing; such Facilities Increase shall be in a Pro Forma Basis, and, in each case, with respect to any Increased Revolving Commitments, assuming a borrowing of the maximum minimum amount of $5.0 million; and in the event that the Yield for any Additional Loans available thereunderis higher than the Yield for the Closing Date Loans that are LIBOR Loans by more than 50 basis points, then (A) the Applicable Margin for such Closing Date Loans shall be increased to the extent necessary so that the Yield for such Closing Date Loans is equal to the Yield for such Additional Loans minus 50 basis points, and excluding the cash proceeds of any such Incremental Term Loans or Increased Revolving Commitments (provided that, for the avoidance of doubt, any Incremental Term Loans or Increased Revolving Commitments incurred or issued pursuant to clause (B) the interest rate applicable to any Closing Date Loans that are Fixed Rate Loans shall be increased by the amount calculated pursuant to the preceding clause (A); and Additional Loans shall otherwise be on non-economic terms and conditions no more favorable to the Lenders providing such Additional Loans than those applicable to the Closing Date Loans unless otherwise consented to by the Required Lenders (including, without limitation, any Increase Effective Date such terms and conditions that would result in any payment of principal hereunder being applied on which a greater than ratable basis to such Additional Loans); provided that to the Senior Secured Leverage Ratio test extent any more favorable term is added for the benefit of the Lenders providing such Additional Loans no consent shall be required by the Required Lenders to the extent (1) such terms are conformed (or added) in this clause (B) is met shall remain authorized Agreement for the benefit of the Lenders hereunder pursuant to clause (B) if such Senior Secured Leverage Ratio test is not met as an amendment hereto subject solely to the reasonable satisfaction of any subsequent date). Each such notice shall specify (i) the date (each, an “Increase Effective Date”) on which Borrower proposes that the increased or new Commitments shall be effective, which shall be a date not fewer than 10 Business Days after the date on which such notice is delivered to the Administrative Agent and or (ii2) applicable solely to periods after the identity of each Assignee to whom Borrower proposes any portion of such increased or new Commitments be allocated and the amounts of such allocations; provided 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; provided, further, that any existing Lender that does not respond shall be deemed to have declined to provide such increased or new CommitmentMaturity Date.

Increase in Commitments. (a) The Borrower may by written notice to the Administrative Agent elect to request (x) prior to the Revolving Termination Date, an increase to the existing Revolving Commitments under one or more of the Revolving Facilities seek commitments (“Increased Revolving CommitmentAdditional Commitments”) and/or (y) to increase the establishment aggregate principal amount of any existing Class of Loans or to establish one or more new term loan Classes of Loans (“Additional Term Loans”); provided that: (i) the aggregate amount of all Additional Commitments shall not exceed the Incremental Cap; (each, an “Incremental Term Loan Commitment”ii) any such increase or any new Class shall be in an aggregate amount not of $10,000,000 or any whole multiple of $1,000,000 in excess thereof; provided that such amount may be less than $100,000,000 individually 10,000,000 if such amount represents all remaining availability under the limit set forth in the preceding clause (i); (iii) no existing Lender shall be required to provide any Additional Commitments; (iv) each of the following conditions required to be set forth in the applicable Additional Credit Extension Amendment shall have been satisfied; (v) other than with respect to Customary Term A Loans, any bridge or similar loan or facility or revolving credit facilities, the final maturity date of any Additional Term Loans shall be no earlier than the Maturity Date of the Term B-78 Loans; (vi) other than with respect to Customary Term A Loans, any bridge or similar loan or facility or revolving credit facilities, the Additional Term Loans shall have a Weighted Average Life to Maturity equal to or greater than the then remaining Weighted Average Life to Maturity of the Term B-78 Loans; (vii) the interest margins for the Additional Term Loans shall be determined by the Borrower and the Lenders of such Additional Term Loans; provided that in the event that the Weighted Average Yield for any floating rate, Dollar-denominated syndicated Additional Term Loans (other than with respect to Customary Term A Loans or revolving credit facilities) incurred within twenty-four (24) months after the Amendment No. 8 Effective Date (other than (x) any Additional Term Loans established for the primary purposes of financing a Permitted Acquisition or other Investment and (y) Additional Term Loans in an aggregate amount not to exceed the sum -72- greater of (Ai) the Shared Incremental Amount $725.0 million and (Bii) an amount equal to 100% of Incremental Consolidated Cash Flow Available for Fixed Charges for the Four Quarter Period) is greater than the Weighted Average Yield for the Term B-78 Loans by more than 50 basis points, then the Applicable Rate for the Term B-78 Loans shall be increased to the extent necessary so that the Weighted Average Yield for such Additional Term Loans is not more than 50 basis points higher than the Weighted Average Yield for the Term B-78 Loans; (viii) all other terms of the Additional Term Loans (other than as set forth in clauses (iv) through (vii) above), if more restrictive, taken as a whole, than the terms applicable to the Term B-78 Loans (as determined by the Borrower in its reasonable business judgment), such other terms shall be reasonably acceptable to the Borrower and the Administrative Agent (it being understood and agreed that any Customary Term A Loans and revolving credit facilities may have one or more financial compliance covenants and such covenant shall not be determined to be more restrictive); (ix) the security interest and guaranties benefiting the Additional Term Loans (and advances of credit thereunder) will rank pari passu in right of payment and security with the existing credit facilities provided for herein; and (x) any Additional Term Loans shall share on a pro rata basis in any mandatory prepayments with the Term B-78 Loans (other than any mandatory prepayment resulting from the incurrence of Refinancing Term Loans or Increased Revolving Commitments such Refinancing Equivalent Debt that is incurred to refinance a specific Class of Loans) or, if agreed to by the Senior Secured Leverage Ratio is no more than 3.50 to 1.00 as lenders of the last day of the most recently ended period of four fiscal quarters of the Borrower for which financial statements are internally availableAdditional Term Loans, determined on the applicable Increase Effective Date, after giving effect to any such incurrence on a Pro Forma Basis, and, less than pro rata basis (but in each case, with respect to any Increased Revolving Commitments, assuming no event on a borrowing of the maximum amount of Loans available thereunder, and excluding the cash proceeds of any such Incremental Term Loans or Increased Revolving Commitments (provided that, for the avoidance of doubt, any Incremental Term Loans or Increased Revolving Commitments incurred or issued pursuant to clause (B) on any Increase Effective Date on which the Senior Secured Leverage Ratio test in this clause (B) is met shall remain authorized pursuant to clause (B) if such Senior Secured Leverage Ratio test is not met as of any subsequent dategreater than pro rata basis). (b) Each such notice shall specify (ix) the date (each, an “Increase Additional Commitments Effective Date”) on which Borrower proposes that the increased or new Additional Commitments shall be effective, which shall be a date not fewer than 10 Business Days after the date on which such notice is delivered reasonably acceptable to the Administrative Agent and (iiy) the identity of the Persons (each of which shall be an Eligible Assignee to (for this purpose treating a Lender of Additional Commitments as if it were an assignee)) whom Borrower proposes any portion of such increased or new would provide the Additional Commitments be allocated and the amounts of such allocations; provided that any existing Lender approached to provide all or a portion of the increased Additional Commitment to be provided by each such Person. As a condition precedent to the effectiveness of any Additional Commitments, Borrower shall deliver to Administrative Agent a certificate dated as of the Additional Commitments Effective Date signed by an Authorized Officer of Borrower certifying that, before and after giving effect to the Additional Commitments (and assuming full utilization thereof), the condition set forth in Section 2.14(a)(iv) is satisfied. (c) On each Additional Commitments Effective Date with respect to any Additional Commitment, each Person with an Additional Commitment shall make an Additional Term Loan to Borrower in a principal amount equal to such Person’s Additional Commitment. (d) At any time and from time to time, subject to the terms and conditions set forth herein, the Borrower may issue one or new more series of Incremental Equivalent Debt in an aggregate principal amount not to exceed, as of the date of and after giving effect to the issuance of any such Incremental Equivalent Debt, the Incremental Cap. (e) The issuance of any Incremental Equivalent Debt pursuant to this Section 2.14, shall (i) in all cases, be subject to the terms and conditions applicable to Additional Commitments may elect or declineset forth under Sections 2.14(a)(i), (a)(ii), (a)(iii), (a)(v), (a)(vi), (a)(vii) (if such Incremental Equivalent Debt is in its sole discretionthe form of term “B” loans secured on a pari passu basis with the Term B- 78 Loans) and (a)(viii), to provide such increased or new Commitment; providedas if set forth in this Section 2.14(e), furthermutatis mutandis (and, that any existing Lender that does not respond shall be deemed to have declined to provide such increased or new Commitment.for the

Increase in Commitments. (a) The Any Borrower may by written notice to the Administrative Agent elect to request (x) prior to the Revolving Termination Date, an increase to the existing Revolving Commitments under add one or more of the Revolving Facilities (“Increased Revolving Commitment”) and/or (y) the establishment of one or more new incremental term loan Commitments facilities hereunder (each, an “Incremental Term Facility”; the commitments thereunder are referred to as “Incremental Term Loan CommitmentCommitments” and loans pursuant thereto “Incremental Term Loans”) and/or increase the Revolving Commitments (any such increase, an “Incremental Revolving Increase”; the commitments thereunder are referred to as “Incremental Revolving Commitments” and loans pursuant thereto “Incremental Revolving Loans”); the Incremental Term Facilities and the Incremental Revolving Increases are collectively referred to as “Incremental Facilities”); provided that the (1) total aggregate amount for all such Incremental Facilities (assuming, for the purposes of determining each of clauses (A) and (B), in an the case of any Incremental Revolving Increase, the full amount thereof is drawn) shall not less than $100,000,000 individually and in an amount not to (as of any date of incurrence thereof) exceed the sum of (A) the Shared Incremental Amount $450,000,000 and (B) an amount such that, subject to Section 1.03(e), at the time of Incremental Term Loans or Increased Revolving Commitments such that incurrence and after giving effect thereto on a pro forma basis the Senior Secured Leverage Ratio is (calculated assuming (i) no more than 3.50 to 1.00 as of the last day of the most recently ended period of four fiscal quarters of the Borrower for which financial statements are internally available, determined on the applicable Increase Effective Date, after giving effect to any such incurrence on a Pro Forma Basis, and, in each case, with respect to any Increased Revolving Commitments, assuming a borrowing of the maximum amount of Loans available thereunder, and excluding the cash proceeds of any such Incremental Term Loans or Increased Revolving Commitments Facility shall be considered Unrestricted Cash and (provided that, for the avoidance of doubt, ii) any Incremental Term Loans or Increased Revolving Commitments amounts incurred or issued pursuant to under clause (A) concurrently with amounts incurred under clause (B) on any Increase Effective Date on which will not count as Indebtedness for the Senior purposes of calculating the Secured Leverage Ratio test in this clause (B) at such time) is met less than or equal to 3.00 to 1.00 and (2) the total aggregate amount for each Incremental Facility shall remain authorized not be less than a minimum principal amount of $25,000,000 or, if less, the remaining amount permitted pursuant to the foregoing clause (B) if such Senior Secured Leverage Ratio test is not met as of any subsequent date1). Each such notice shall specify (ix) the date (each, an “Increase Effective Date”) on which such Borrower proposes that the increased or new Commitments Incremental Facility shall be effective, which shall be a date not fewer less than 10 five Business Days after the date on which such notice is delivered to the Administrative Agent and (iiy) the identity of each Eligible Assignee to whom such Borrower proposes any portion of such increased or new Commitments Incremental Facility be allocated and the amounts of such allocations; provided that any existing Lender approached to provide all or a portion of the increased or new Commitments Incremental Facility may elect or decline, in its sole discretion, to provide such increased or new Commitment; providedportion of the Incremental Facility. Notwithstanding the foregoing, further, that any existing Lender that does not respond no such notice shall be deemed required in connection with the Incremental Revolving Increase provided pursuant to have declined to provide such increased or new CommitmentAmendment No. 1.

Increase in Commitments. (a) The Borrower may by written notice to the Administrative Agent elect to request seek (x) prior commitments (“Additional Revolving Commitments”) to increase the Revolving Termination Date, an increase to the existing Revolving Commitments under one or more of the Revolving Facilities (“Increased Revolving Commitment”) any Class and/or (y) commitments (“Additional Term Commitments”) to increase the establishment aggregate principal amount of any existing Class of Term Loans or to establish one or more new term loan Classes of Term Loans; provided that: (i) the aggregate amount of all Additional Commitments shall not exceed the Incremental Cap; (each, an “Incremental Term Loan Commitment”ii) any such increase or any new Class shall be in an aggregate amount not of $10,000,000 or any whole multiple of $1,000,000 in excess thereof; provided that such amount may be less than $100,000,000 individually and 10,000,000 if such amount represents all remaining availability under the limit set forth in an amount not the preceding clause (i); (iii) no existing Lender shall be required to exceed the sum provide any Additional Commitments; (iv) as of each date of borrowing of any Additional Term Commitments or effectiveness of Additional Revolving Commitments, (A) each of the Shared Incremental Amount conditions set forth in Section 4.02 shall be satisfied and (B) an amount the Borrower shall be in compliance on a Pro Forma Basis with the Financial Performance Covenant recomputed (assuming the applicable Additional Revolving Commitments established on such date are fully drawn -86- and without netting the cash proceeds of Incremental any Additional Term Loans or Increased any Additional Revolving Commitments such that being so incurred in calculating the Senior Secured Total Net Leverage Ratio is no more than 3.50 to 1.00 Ratio) as of the last day of the most recently ended period Test Period; (v) the final maturity date of four fiscal quarters any Additional Term Loans shall be no earlier than the Latest Maturity Date applicable to each Class of Term Loans outstanding prior to such proposed incurrence of Additional Term Loans; (vi) the Borrower for which financial statements are internally availableAdditional Term Loans shall have a Weighted Average Life to Maturity equal to or greater than the then remaining Weighted Average Life to Maturity of each Class of Term Loans outstanding prior to such proposed incurrence of Additional Term Loans (it being understood that, determined on subject to the applicable Increase Effective Dateforegoing requirements of this clause (vi), after giving effect to any such incurrence on a Pro Forma Basis, and, in each case, the amortization requirements with respect to any Increased Additional Term Loans may differ); (vii) the interest margins for the Additional Term Loans shall be determined by the Borrower and the Additional Term Lenders; provided that in the event that the All-In Yield for any Additional Term Loans incurred within twelve months after the Closing Date is greater than the All-In Yield for the Initial Term Loans by more than 50 basis points, then the Applicable Rate for the Initial Term Loans shall be increased to the extent necessary so that the All-In Yield for such Additional Term Loans is not more than 50 basis points higher than the All-In Yield for the Initial Term Loans; (viii) (A) the security interest and guaranties benefiting the Additional Term Loans and/or Additional Revolving CommitmentsCommitments (and advances of credit thereunder) will rank pari passu in right of payment and security with the existing Facilities, assuming (B) no Person shall guarantee the obligations with respect to the Additional Term Loans and/or Additional Revolving Commitments (and advances of credit thereunder) unless such Person is a borrowing Subsidiary Loan Party and (C) the Additional Term Loans and/or Additional Revolving Commitments (and advances of credit thereunder) will not be secured by any property that does not constitute Collateral under the existing Facilities; (ix) any Additional Term Loans shall share on a pro rata basis in any voluntary and mandatory prepayments with the Initial Term Loans or, if agreed to by the Additional Term Lenders, on a less than pro rata basis (but in no event on a greater than pro rata basis); and (x) any Additional Revolving Commitment shall have the same maturity dates and be on the same pricing (excluding upfront fees and other fees of the maximum amount type excluded from the determination of Loans available thereunder“All-In Yield”) and other terms and pursuant to the definitive documentation applicable to the Revolving Commitments of such Class that is being increased, and any Additional Term Loans and Additional Term Commitments shall be on terms to be determined, provided that, (A) the final maturity, Weighted Average Life to Maturity, pricing, rate floors, discounts, fees and optional and mandatory prepayment provisions applicable to such Additional Term Loans shall be as agreed between the Borrower and the Additional Term Lenders but subject to the foregoing clauses (v), (vi), (vii) and (ix) and (B) the covenants and other terms applicable to such Additional Term -87- Loans (excluding those terms described in the cash proceeds immediately preceding clause (A)), which shall be as agreed between the Borrower and the Additional Term Lenders, shall not be materially more favorable (when taken as a whole) to the Additional Term Lenders than those applicable to any Class of Term Loans then outstanding under this Agreement (as determined by the Borrower in good faith), except to the extent such covenants and other terms apply solely to any such Incremental period after the Latest Maturity Date then applicable to any Class of Term Loans or Increased Revolving Commitments (provided that, such covenants or other terms apply equally for the avoidance benefit of doubt, any Incremental Term Loans or Increased Revolving Commitments incurred or issued pursuant to clause the other Lenders. (Bb) on any Increase Effective Date on which the Senior Secured Leverage Ratio test in this clause (B) is met shall remain authorized pursuant to clause (B) if such Senior Secured Leverage Ratio test is not met as of any subsequent date). Each such notice shall specify (ix) the date (each, an “Increase Additional Commitments Effective Date”) on which the Borrower proposes that the increased or new Additional Commitments shall be effective, which shall be a date not fewer than 10 Business Days after Day and (y) the date on identity of the Persons (each of which shall be an Eligible Assignee (for this purpose treating a Lender of Additional Commitments as if it were an assignee)) whom the Borrower proposes would provide the Additional Commitments and the portion of the Additional Commitment to be provided by each such notice is delivered Person. As a condition precedent to the effectiveness of any Additional Commitments, the Borrower shall deliver to the Administrative Agent a certificate dated as of the Additional Commitments Effective Date signed by a Responsible Officer of the Borrower certifying that, before and after giving effect to the Additional Commitments (and assuming full utilization thereof) the requirements of Section 2.20(a)(i), (iv) and (iix) are satisfied, and setting forth the identity calculation of the Incremental Cap. (c) On each Assignee Additional Commitments Effective Date with respect to whom any Additional Term Commitment, each Additional Term Lender shall make an Additional Term Loan to the Borrower proposes in a principal amount equal to its Additional Term Commitment. The Borrower shall prepay any portion Revolving Loans outstanding on the Additional Commitments Effective Date with respect to any Additional Revolving Commitment (and pay any additional amounts required pursuant to Section 2.16) to the extent necessary to keep the outstanding Revolving Loans pro rata across all Classes of Revolving Commitments arising from any nonratable increase in the Revolving Commitments. If there is a new borrowing of Revolving Commitments on such increased or new Additional Commitments Effective Date, the Revolving Lenders after giving effect to such Additional Revolving Commitments shall make such Revolving Loans in accordance with Section 2.01(b). (d) The Additional Commitments shall be allocated documented by an Additional Credit Extension Amendment executed by the Persons providing the Additional Commitments (and the amounts other Persons specified in the definition of Additional Credit Extension Amendment but no other existing Lender), and the Additional Credit Extension Amendment may provide for such allocations; provided that any existing Lender approached amendments to provide all this Agreement and the other Loan Documents as may be necessary or a portion appropriate, in the reasonable opinion of the increased or new Commitments may elect or decline, in its sole discretionAdministrative Agent and the Borrower, to provide such increased effect the provisions of this Section 2.20. (e) This Section 2.20 shall supersede any provisions in Section 2.18 or new Commitment; provided, further, that any existing Lender that does not respond shall be deemed Section 9.02 to have declined to provide such increased or new Commitmentthe contrary.

Increase in Commitments. (a) The Any Borrower may by written notice to the Administrative Agent elect to request (x) prior to the Revolving Termination Date, an increase to the existing Revolving Commitments under add one or more of the Revolving Facilities (“Increased Revolving Commitment”) and/or (y) the establishment of one or more new incremental term loan Commitments facilities hereunder (each, an “Incremental Term Facility”; the commitments thereunder are referred to as “Incremental Term Loan CommitmentCommitments” and loans pursuant thereto “Incremental Term Loans”) and/or increase the Revolving Commitments (any such increase, an “Incremental Revolving Increase”; the commitments thereunder are referred to as “Incremental Revolving Commitments” and loans pursuant thereto “Incremental Revolving Loans”); the Incremental Term Facilities and the Incremental Revolving Increases are collectively referred to as “Incremental Facilities”); provided that the (1) total aggregate amount for all such Incremental Facilities after the Amendment No. 2 Effective Date (assuming, for the purposes of determining each of clauses (A) and (B), in an the case of any Incremental Revolving Increase, the full amount thereof is drawn) shall not less than $100,000,000 individually and in an amount not to (as of any date of incurrence thereof) exceed the sum of (A) the Shared Incremental Amount $500,000,000 and (B) an amount such that, subject to Section 1.03(e), at the time of Incremental Term Loans or Increased Revolving Commitments such that incurrence and after giving effect thereto on a pro forma basis the Senior Secured Leverage Ratio is (calculated assuming (i) no more than 3.50 to 1.00 as of the last day of the most recently ended period of four fiscal quarters of the Borrower for which financial statements are internally available, determined on the applicable Increase Effective Date, after giving effect to any such incurrence on a Pro Forma Basis, and, in each case, with respect to any Increased Revolving Commitments, assuming a borrowing of the maximum amount of Loans available thereunder, and excluding the cash proceeds of any such Incremental Term Loans or Increased Revolving Commitments Facility shall be considered Unrestricted Cash and (provided that, for the avoidance of doubt, ii) any Incremental Term Loans or Increased Revolving Commitments amounts incurred or issued pursuant to under clause (A) concurrently with amounts incurred under clause (B) on any Increase Effective Date on which will not count as Indebtedness for the Senior purposes of calculating the Secured Leverage Ratio test in this clause (B) at such time) is met less than or equal to 3.00 to 1.00 and (2) the total aggregate amount for each Incremental Facility shall remain authorized not be less than a minimum principal amount of $25,000,000 or, if less, the remaining amount permitted pursuant to the foregoing clause (B) if such Senior Secured Leverage Ratio test is not met as of any subsequent date1). Each such notice shall specify (ix) the date (each, an “Increase Effective Date”) on which such Borrower proposes that the increased or new Commitments Incremental Facility shall be effective, which shall be a date not fewer less than 10 five Business Days after the date on which such notice is delivered to the Administrative Agent and (iiy) the identity of each Eligible Assignee to whom such Borrower proposes any portion of such increased or new Commitments Incremental Facility be allocated and the amounts of such allocations; provided that any existing Lender approached to provide all or a portion of the increased or new Commitments Incremental Facility may elect or decline, in its sole discretion, to provide such increased or new Commitment; providedportion of the Incremental Facility. Notwithstanding the foregoing, further, that any existing Lender that does not respond no such notice shall be deemed required in connection with the Incremental Revolving Increase provided pursuant to have declined to provide such increased or new CommitmentAmendment No. 1.

Increase in Commitments. (a) The TheA Borrower may by written notice to the Administrative Agent elect to request (x) prior to the Revolving Termination Date, an increase to the existing Revolving Commitments under add one or more of the Revolving Facilities (“Increased Revolving Commitment”) and/or (y) the establishment of one or more new incremental term loan Commitments facilities hereunder (each, an “Incremental Term Facility”; the commitments thereunder are referred to as “Incremental Term Loan CommitmentCommitments” and loans pursuant thereto “Incremental Term Loans”) and/or increase commitments under the Revolving Facility (any such increase, an “Incremental Revolving Increase”; the commitments thereunder are referred to as “Incremental Revolving Commitments” and loans pursuant thereto “Incremental Revolving Loans”); the Incremental Term Facilities and the Incremental Revolving Increases are collectively referred to as “Incremental Facilities”); provided that the (1) total aggregate amount for all such Incremental Facilities (assuming, for the purposes of determining each of clauses (A) and (B), in an the case of any Incremental Revolving Increase, the full amount thereof is drawn) shall not less than (as of any date of incurrence thereof) exceed $100,000,000 individually and in an amount not to exceed the 150,000,000the sum of (A) the Shared Incremental Amount $200,000,000 and (B) an amount of Incremental Term Loans or Increased Revolving Commitments such that at the time of such incurrence and after giving effect thereto on a pro forma basis the Senior Secured Leverage Ratio is no more less than 3.50 or equal to 2.75 to 1.00 as of and (2) the last day of the most recently ended period of four fiscal quarters of the Borrower total aggregate amount for which financial statements are internally available, determined on the applicable Increase Effective Date, after giving effect to any such incurrence on each Incremental Facility shall not be less than a Pro Forma Basis, and, in each case, with respect to any Increased Revolving Commitments, assuming a borrowing of the maximum minimum principal amount of Loans available thereunder$25,000,000 or, and excluding if less, the cash proceeds of any such Incremental Term Loans or Increased Revolving Commitments (provided that, for the avoidance of doubt, any Incremental Term Loans or Increased Revolving Commitments incurred or issued remaining amount permitted pursuant to the foregoing clause (B) on any Increase Effective Date on which the Senior Secured Leverage Ratio test in this clause (B) is met shall remain authorized pursuant to clause (B) if such Senior Secured Leverage Ratio test is not met as of any subsequent date1). Each such notice shall specify (ix) the date (each, an “Increase Effective Date”) on which thesuch Borrower proposes that the increased or new Commitments Incremental Facility shall be effective, which shall be a date not fewer less than 10 five Business Days after the date on which such notice is delivered to the Administrative Agent and (iiy) the identity of each Eligible Assignee to whom thesuch Borrower proposes any portion of such increased or new Commitments Incremental Facility be allocated and the amounts of such allocations; provided that any existing Lender approached to provide all or a portion of the increased or new Commitments Incremental Facility may elect or decline, in its sole discretion, to provide such increased or new Commitment; provided, further, that any existing Lender that does not respond shall be deemed to have declined to provide such increased or new Commitmentportion of the Incremental Facility.

Increase in Commitments. (a) The Borrower may Provided that no Default or Event of Default has occurred and is continuing, subject to the terms and conditions set forth in this Section 2.10 and with the approval of Administrative Agent, Borrowers shall have the option, at any time and from time to time, before the Maturity Date to request the increase of the Total Real Estate Revolving Loan Commitment or the increase of the Total A/R Revolving Loan Commitment (each, a “Commitment Increase”), in an aggregate amount not to exceed $140,000,000.00 (such that the Total Commitment shall not exceed $500,000,000.00), by giving written notice to the Administrative Agent elect to request (x) prior to the Revolving Termination Date, an increase to the existing Revolving Commitments under one or more of the Revolving Facilities (“Increased Revolving Commitment”) and/or (y) the establishment of one or more new term loan Commitments (each, an “Incremental Term Loan CommitmentIncrease Notice”) in an amount not less than $100,000,000 individually and in an amount not to exceed the sum ), each of (A) the Shared Incremental Amount and (B) an amount of Incremental Term Loans or Increased Revolving Commitments such that the Senior Secured Leverage Ratio is no more than 3.50 to 1.00 as of the last day of the most recently ended period of four fiscal quarters of the Borrower for which financial statements are internally available, determined on the applicable Increase Effective Date, after giving effect to any such incurrence on a Pro Forma Basis, and, in each case, with respect to any Increased Revolving Commitments, assuming a borrowing of the maximum amount of Loans available thereunder, and excluding the cash proceeds of any such Incremental Term Loans or Increased Revolving Commitments (provided that, for the avoidance of doubt, any Incremental Term Loans or Increased Revolving Commitments incurred or issued pursuant to clause (B) on any Increase Effective Date on which the Senior Secured Leverage Ratio test in this clause (B) is met shall remain authorized pursuant to clause (B) if such Senior Secured Leverage Ratio test is not met as of any subsequent date). Each such notice shall specify (i) the date (each, an “Increase Effective Date”) on which Borrower proposes Borrowers propose that the increased or new Commitments applicable Commitment Increase shall be effective, which shall be a date not fewer less than 10 ten (10) Business Days after the date on which such notice is delivered to the Administrative Agent and (ii) the identity of each Assignee to whom Borrower proposes any portion of such increased or new Commitments be allocated Agent, and the amounts of such allocationsCommitment to be increased; provided that any existing Lender approached such individual increase of the Real Estate Revolving Loan Commitment or the A/R Revolving Loan Commitment must be in a minimum amount of $5,000,000.00 and increments of $5,000,000.00 in excess thereof unless otherwise approved by Administrative Agent in its sole discretion. Upon receipt of any Increase Notice, Administrative Agent shall consult with KeyBanc and shall notify Parent of the amount of the facility fees to be paid to any Real Estate Revolving Loan Lenders or A/R Revolving Loan Lenders, as the case may be, who provide all or a portion of the increased Commitment Increase pursuant to such Increase Notice in connection with such increase in the Total Real Estate Revolving Loan Commitment or new Commitments Total A/R Revolving Loan Commitment, as the case may elect be (which shall be in addition to the fees to be paid to Administrative Agent and KeyBanc pursuant to the Administrative Agent Fee Letter). If Borrowers agree to pay the facility fees so determined, Administrative Agent shall send a notice to all Real Estate Revolving Loan Lenders or declineA/R Revolving Loan Lenders, as the case may be (each, a “Commitment Increase Request Notice”), informing them of Borrowers’ request to increase the Total Real Estate Revolving Loan Commitment or Total A/R Revolving Loan Commitment, as the case may be, and of the facility fees to be paid with respect thereto. Each Real Estate Revolving Loan Lender or A/R Revolving Loan Lender, as the case may be, who desires to provide a portion of the Commitment Increase upon such terms shall provide Administrative Agent with a written commitment letter specifying the portion of the Commitment Increase which it is willing to provide prior to such deadline as may be specified in its the Commitment Increase Request Notice. If the requested increase is oversubscribed, Administrative Agent and KeyBanc shall allocate the Commitment Increase among the Real Estate Revolving Loan Lenders or A/R Revolving Loan Lenders, as the case may be, who provide such commitment letters on such basis as Administrative Agent and KeyBanc shall determine in their sole discretion. If the increases to the Total Real Estate Revolving Loan Commitment or Total A/R Revolving Loan Commitment, as the case may be, so provided are not sufficient to provide such increased the full amount of the Commitment Increase requested by Borrowers, then Administrative Agent, KeyBanc or new Commitment; providedBorrowers may, furtherbut shall not be obligated to, that any existing Lender that does not respond invite one or more banks or lending institutions (which banks or lending institutions shall be deemed acceptable to have declined Administrative Agent, KeyBanc and Parent) to become a Real Estate Revolving Loan Lender or an A/R Revolving Loan Lenders, as the case may be, and provide such increased a portion of the Commitment Increase. Administrative Agent shall provide all Lenders with a notice setting forth the amount, if any, of the Commitment Increase to be provided by each Real Estate Revolving Loan Lender or new A/R Revolving Loan Lender, as the case may be, and the revised Real Estate Revolving Loan Commitment Percentages or A/R Revolving Loan Commitment Percentages, as the case may be, which shall be applicable after the Increase Effective Date. In no event shall any Lender be obligated to increase its Real Estate Revolving Loan Commitment or A/R Revolving Loan Commitment, as the case may be.

Increase in Commitments. (a) The Borrower Borrowers may by written notice from time to time, on any Business Day after the Administrative Agent elect to request (x) Effective Date and prior to the Revolving Termination DateDate so long as no Default or Event of Default exists, an increase to the existing Revolving Commitments under one or more aggregate amount of the Revolving Facilities Credit Commitments by the Company delivering a Commitment Amount Increase Request at least five (5) Business Days prior to the desired effective date of such increase (the “Increased Revolving CommitmentCommitment Amount Increase”) and/or identifying an additional Lender (yor additional Revolving Credit Commitments for existing Lender(s)) and the amount of its Revolving Credit Commitment (or additional amount of its Revolving Credit Commitment(s)); provided, however, that (i) the establishment aggregate amount of one or more new term loan the Revolving Credit Commitments shall not at any time exceed $1,100,000,000, (each, an “Incremental Term Loan Commitment”ii) any increase of the aggregate amount of the Revolving Credit Commitments shall be in an amount not less than $100,000,000 individually 25,000,000 and (iii) each of the representations and warranties set forth in Section 7 and in the other Loan Documents shall be and remain true and correct in all material respects on the effective date of such increase (where not already qualified by materiality, otherwise in all respects), except to the extent the same expressly relate to an amount earlier date, in which case they shall be true and correct in all material respects (where not to exceed the sum of (Aalready qualified by materiality, otherwise in all respects) the Shared Incremental Amount and (B) an amount of Incremental Term Loans or Increased Revolving Commitments such that the Senior Secured Leverage Ratio is no more than 3.50 to 1.00 as of such earlier date. The effective date of any Commitment Amount Increase shall be agreed upon by the last day Company, on behalf of the most recently ended period of four fiscal quarters Borrowers, and the Administrative Agent. Upon the effectiveness thereof, Schedule 1 shall be deemed amended to reflect the increase and the new Lender(s) (or, if applicable, existing Lender(s)) shall advance Revolving Loans, or the existing Lenders shall make such assignments (which assignments shall not be subject to the requirements set forth in Section 14.11) of the Borrower for which financial statements are internally available, determined on outstanding Loans and L/C Obligations to the applicable Lenders providing the Commitment Amount Increase Effective Dateso that, after giving effect to any such incurrence on assignments, each Lender (including the Lenders providing the Commitment Amount Increase) will hold Loans and L/C Obligations equal to its Percentage of all outstanding Loans and L/C Obligations. It shall be a Pro Forma Basis, and, in each case, with respect condition to any Increased Revolving Commitments, assuming a borrowing of the maximum amount of Loans available thereunder, and excluding the cash proceeds of any such Incremental Term Loans or Increased Revolving Commitments (provided that, for the avoidance of doubt, any Incremental Term Loans or Increased Revolving Commitments incurred or issued pursuant to clause (B) on any Increase Effective Date on which the Senior Secured Leverage Ratio test in this clause (B) is met shall remain authorized pursuant to clause (B) if such Senior Secured Leverage Ratio test is not met as of any subsequent date). Each such notice shall specify effectiveness that (i) either no Eurocurrency Loans be outstanding on the date (each, an “Increase Effective Date”) on which Borrower proposes that of such effectiveness or the increased or new Commitments shall be effective, which shall be a date not fewer than 10 Business Days after Borrowers pay any applicable breakage cost under Section 3.6 incurred by any Lender resulting from the date on which such notice is delivered to the Administrative Agent repayment of its Loans and (ii) the identity of each Assignee to whom Borrower proposes Borrowers shall not have terminated any portion of such increased or new the Revolving Credit Commitments be allocated and the amounts of such allocations; provided that pursuant to Section 3.7 hereof. The Borrowers agree to pay any existing Lender approached to provide all or a portion reasonable expenses of the increased or new Commitments may elect or declineAdministrative Agent relating to any Commitment Amount Increase. Notwithstanding anything herein to the contrary, in no Lender shall have any obligation to increase its sole discretion, to provide such increased or new Commitment; provided, further, that any existing Lender that does not respond Revolving Credit Commitment and no Lender’s Revolving Credit Commitment shall be deemed increased without its written consent thereto, and each Lender may at its option, unconditionally and without cause, decline to have declined to provide such increased or new increase its Revolving Credit Commitment.

Increase in Commitments. The Borrower shall have the right, so long as no Default or Event of Default shall have occurred and be continuing, without the consent of any Lender (except as described in clause (i) below) but with the consent of each Lead Agent (which consents shall not be unreasonably withheld), at any time prior to the fifth anniversary of the Closing Date, to increase the total amount of the Aggregate Commitments hereunder by (a) The Borrower may by written notice accepting the offer or offers of any Person or Persons (not then a Lender) constituting an Eligible Assignee to become a new Lender hereto with a Commitment or Commitments up to the amount 25 (or aggregate amount) of any such increase and/or (b) accepting the offer of any existing Lender or Lenders to increase its (or their) Commitment (or Commitments) up to the amount of any such increase; provided, however, that (i) in no event shall any Lender's Commitment be increased without the consent of such Lender, (ii) if any Loans (other than Competitive Bid Loans) are outstanding hereunder on the date that any such increase is to become effective, the Administrative Agent elect to request (x) prior to shall make such transfers of funds as are necessary in order that the Revolving Termination Date, an increase to outstanding balance of such Loans reflect the existing Revolving Commitments under one or more Commitment Percentages of the Revolving Facilities (“Increased Revolving Commitment”) and/or (y) the establishment of one or more new term loan Commitments (each, an “Incremental Term Loan Commitment”) in an amount not less than $100,000,000 individually and in an amount not to exceed the sum of (A) the Shared Incremental Amount and (B) an amount of Incremental Term Loans or Increased Revolving Commitments such that the Senior Secured Leverage Ratio is no more than 3.50 to 1.00 as of the last day of the most recently ended period of four fiscal quarters of the Borrower for which financial statements are internally available, determined on the applicable Increase Effective Date, Lenders after giving effect to any increase pursuant to this Section 2.8, (iii) in no event shall the Aggregate Commitment hereunder be increased unless the Aggregate Commitment under the Five-Year Credit Agreement is increased by a proportionate amount pursuant to the terms thereof and (iv) in no event shall any such incurrence on a Pro Forma Basis, and, increase result in each case, with respect to any Increased Revolving Commitments, assuming a borrowing the amount of the maximum amount of Loans available thereunder, and excluding Total Commitments exceeding $1,000,000,000. Any increase to the cash proceeds of any such Incremental Term Loans or Increased Revolving Commitments (provided that, for the avoidance of doubt, any Incremental Term Loans or Increased Revolving Commitments incurred or issued Aggregate Commitment pursuant to clause (Ba) on of the first sentence of this Section 2.8 shall become effective upon the execution of a New Lender Supplement in the form of Exhibit G-1 hereto by the Borrower, Lead Agents and relevant new Lender or Lenders and any Increase Effective Date on which increase to the Senior Secured Leverage Ratio test in this clause (B) is met shall remain authorized Aggregate Commitment pursuant to clause (Bb) if such Senior Secured Leverage Ratio test is not met as of the first sentence of this Section 2.8 shall become effective upon the execution of a Commitment Increase Supplement in the form of Exhibit G-2 hereto, executed by the Borrower, the Lead Agents and the increasing Lender or Lenders. The Administrative Agent shall forward copies of any subsequent date). Each such notice shall specify (i) the date (each, an “Increase Effective Date”) on which Borrower proposes that the increased or new Commitments shall be effective, which shall be a date not fewer than 10 Business Days after the date on which such notice is delivered supplement to the Administrative Agent and (ii) the identity of each Assignee to whom Borrower proposes any portion of such increased or new Commitments be allocated and the amounts of such allocations; provided 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; provided, further, that any existing Lender that does not respond shall be deemed to have declined to provide such increased or new CommitmentLenders promptly upon receipt thereof.

Increase in Commitments. At any time the Borrower may, on the terms set forth below, request that the Aggregate Commitments hereunder be increased; provided, that (ai) The the Aggregate Commitments hereunder at no time shall exceed $750,000,000, (ii) the Combined Commitments at no time shall exceed $1,500,000,000, (iii) each such request shall be in a minimum amount of at least $10,000,000 and in increments of $5,000,000 in excess thereof, (iv) an increase in the Aggregate Commitments hereunder may only be made at a time when no Default or Event of Default shall have occurred and be continuing, and (v) no Lender’s Commitment shall be increased under this Section 2.16 without its consent. In the event of such a requested increase in the Aggregate Commitment, any financial institution which the Borrower invites to become a Lender or to increase its Commitment may set the amount of its Commitment at a level agreed to by written notice to the Borrower; provided that if such financial institution is not an existing Lender, (x) the Administrative Agent elect shall have consented (such consent not to request be unreasonably withheld) to such financial institution’s becoming a Lender if such consent would be required under Section 10.06(b) for an assignment of Revolving Loans to such Person and (xy) prior such financial institution shall not be any Person prohibited from taking an assignment of Revolving Loans pursuant to Section 10.06(b)(v). In the Revolving Termination Date, an increase to event that the existing Revolving Commitments under Borrower and one or more of the Revolving Facilities Lenders (“Increased Revolving Commitment”or other financial institutions) and/or (y) shall agree upon such an increase in the establishment of one or more new term loan Aggregate Commitments (each, an “Incremental Term Loan Commitment”) in an amount not less than $100,000,000 individually and in an amount not to exceed the sum of (A) the Shared Incremental Amount and (B) an amount of Incremental Term Loans or Increased Revolving Commitments such that the Senior Secured Leverage Ratio is no more than 3.50 to 1.00 as of the last day of the most recently ended period of four fiscal quarters of the Borrower for which financial statements are internally available, determined on the applicable Increase Effective Date, after giving effect to any such incurrence on a Pro Forma Basis, and, in each case, with respect to any Increased Revolving Commitments, assuming a borrowing of the maximum amount of Loans available thereunder, and excluding the cash proceeds of any such Incremental Term Loans or Increased Revolving Commitments (provided that, for the avoidance of doubt, any Incremental Term Loans or Increased Revolving Commitments incurred or issued pursuant to clause (B) on any Increase Effective Date on which the Senior Secured Leverage Ratio test in this clause (B) is met shall remain authorized pursuant to clause (B) if such Senior Secured Leverage Ratio test is not met as of any subsequent date). Each such notice shall specify (i) the date (eachBorrower, the Administrative Agent and each Lender or other financial institution increasing its Commitment or extending a new Commitment shall enter into an “Increase Effective Date”) on which Borrower proposes amendment to this Agreement setting forth the amounts of the Commitments, as so increased, providing that the increased or financial institutions extending new Commitments shall be effectiveLenders for all purposes under this Agreement, which shall be a date not fewer than 10 Business Days after the date on which and setting forth such notice is delivered to additional provisions as the Administrative Agent shall consider reasonably appropriate to effectuate the provisions of this Section 2.16 and (ii) the identity Borrower shall furnish, if requested, a new Note to each financial institution that is extending a new Commitment or increasing its Commitment. No such amendment shall require the approval or consent of each Assignee to whom Borrower proposes any portion Lender whose Commitment is not being increased. Upon the execution and delivery of such increased or amendment as provided above, and upon satisfaction of such other conditions as the Administrative Agent may reasonably specify upon the request of the financial institutions that are extending new Commitments be allocated (including, without limitation, the Administrative Agent administering the reallocation of any outstanding Revolving Loans ratably among the Lenders after giving effect to each such increase in the Aggregate Commitments, and the amounts delivery of such allocations; provided that any existing Lender approached to provide all or a portion certificates, evidence of corporate authority and legal opinions on behalf of the increased or new Commitments may elect or declineBorrower), in its sole discretion, to provide such increased or new Commitment; provided, further, that any existing Lender that does not respond this Agreement shall be deemed to have declined to provide such increased or new Commitmentbe amended accordingly.

Increase in Commitments. (a) The Borrower may by written So long as no Default or Event of Default has occurred and is continuing or would result therefrom, upon notice to the Administrative Agent elect Agent, at any time after the Closing Date, the Borrower may request one or more Additional Term Commitments or one or more Additional Revolving Credit Commitments (it being understood and agreed that (i) at the election of the Borrower, such additional commitments in respect of any term loans may be implemented through the addition of additional new tranches of such loans instead of being implemented as increases in the applicable Commitments and (ii) if the Borrower makes such election, the provisions of this Section shall be read in a manner that permits such election to request be implemented; provided that (x) prior to the Revolving Termination Date, an increase to final maturity date of any such new tranche of term loans shall be no earlier than the existing Revolving Commitments under one or more of Maturity Date for the Revolving Facilities (“Increased Revolving Commitment”) and/or Term Loans and (y) the establishment weighted average life to maturity of one or more any such new tranche of term loan Commitments (each, an “Incremental Term Loan Commitment”) in an amount not less loans shall be no shorter than $100,000,000 individually and in an amount not the remaining weighted average life to exceed the sum of (A) the Shared Incremental Amount and (B) an amount of Incremental Term Loans or Increased Revolving Commitments such that the Senior Secured Leverage Ratio is no more than 3.50 to 1.00 as maturity of the last day of the most recently ended period of four fiscal quarters of the Borrower for which financial statements are internally available, determined on the applicable Increase Effective Date, Term Loans); provided that (i) after giving effect to any such incurrence on a Pro Forma Basisaddition, and, in each case, with respect to any Increased Revolving Commitments, assuming a borrowing of the maximum aggregate amount of Loans available thereunder, Additional Term Commitments and excluding the cash proceeds of Additional Revolving Credit Commitments that have been added pursuant to this Section 2.14 shall not exceed $300,000,000; (ii) any such Incremental Term Loans addition shall be in an aggregate amount of $10,000,000 or Increased Revolving Commitments any whole multiple of $500,000 in excess thereof (provided that, for the avoidance of doubt, any Incremental Term Loans or Increased Revolving Commitments incurred or issued pursuant to clause (B) on any Increase Effective Date on which the Senior Secured Leverage Ratio test in this clause (B) is met shall remain authorized pursuant to clause (B) that such amount may be less than $10,000,000 if such Senior Secured Leverage Ratio test is not met as amount represents all remaining availability under the aggregate limit in respect of any subsequent date). Each such notice shall specify Additional Term Commitments and Additional Revolving Credit Commitments set forth in clause (i) to this proviso), (iii) the final maturity date of any Additional Term Loans shall be no earlier than the Maturity Date for the Term Loans, (eachiv) the weighted average life to maturity of the Additional Term Loans shall be no shorter than the remaining weighted average life to maturity of the Term Loans, an “Increase Effective Date”(v) on which Borrower proposes that no Lender shall be required to participate in the increased Additional Term Commitments or new the Additional Revolving Credit Commitments, (vi) the interest rate and amortization schedule applicable to the Additional Term Commitments shall be effective, which shall be a date not fewer than 10 Business Days after determined by the date on which such notice is delivered to the Administrative Agent and (ii) the identity of each Assignee to whom Borrower proposes any portion of such increased or new Commitments be allocated and the amounts of such allocationslenders thereof; provided that any existing Lender approached in the event that the interest margins applicable to provide all or a portion of such Additional Term Commitments is greater than the interest margins for the Term Facility by more than 50 basis points, then the interest margins for the Term Facility shall be increased or new to the extent necessary so that the interest margins for such Additional Term Commitments may elect or decline, in its sole discretion, to provide such increased or new Commitmentare no more than 50 basis points greater than the interest margins for the Term Facility; provided, further, that any existing Lender that does not respond in determining the interest margins applicable to the Term Facility and the Additional Term Commitments, (x) original issue discount (“OID”) or upfront fees (which shall be deemed to have declined constitute like amounts of OID) payable by Borrower to provide such increased the Lenders of the Term Facility or new Commitmentthe Additional Term Commitments in the primary syndication thereof shall be included (with OID being equated to interest based on an assumed four-year life to maturity) and (y) customary arrangement or commitment fees payable to the Arrangers (or their affiliates) in connection with the Term Facility or to one or more arrangers (or their affiliates) of the Additional Term Commitments shall be excluded and (vii) the Additional Term Loans shall rank pari passu in right of payment and of security with the Revolving Credit Loans and the Term Loans. Any Additional Revolving Credit Commitments shall be on the same terms and pursuant to the same documentation applicable to the Revolving Credit Facility (it being understood that customary arrangement or commitment fees payable to one or more arrangers (or their affiliates) of the Additional Revolving Credit Commitments may be different than those paid with respect to the Revolving Credit Facility).

Increase in Commitments. (a) The Borrower may by written notice to the Administrative Agent elect to request (xin writing) Incremental Commitments in an aggregate amount not to exceed, in the aggregate, $750,000,000 (minus the aggregate principal amount of all Indebtedness issued pursuant to Section 8.2(p) on or prior to the Revolving Termination Datedate of such request, an increase to the existing Revolving Commitments under one or more of the Revolving Facilities (“Increased Revolving Commitment”) and/or (y) the establishment of one or more new term loan Commitments (each, an “Incremental Term Loan Commitment”) in an amount not less than $100,000,000 individually and in an amount but not to exceed be reduced by the sum of (A) the Shared Incremental Amount and (B) an aggregate principal amount of Incremental Term Loans or Increased Revolving Commitments such that the Senior Secured Leverage Ratio is no more than 3.50 to 1.00 as of the last day of the most recently ended period of four fiscal quarters of the Borrower for which financial statements are internally available, determined on the applicable Increase Effective Date, after giving effect to any such incurrence on a Pro Forma Basis, and, in each case, with respect to any Increased Revolving Commitments, assuming a borrowing of the maximum amount of Loans available thereunder, and excluding the cash proceeds of any such Incremental Term Loans Loans, or Increased Revolving Commitments Indebtedness issued pursuant to Section 8.2(p), the proceeds of which are applied to the refinancing of all or any portion of the Tranche B Term Loans), in increments of (provided that, for x) no less than $75,000,000 (or such lesser amount if the avoidance of doubt, remaining available Incremental Commitment pursuant to this Section 2.4 is less than $75,000,000) at any one time with respect to Incremental Term Loans and (y) no less than $5,000,000 (or Increased Revolving Commitments incurred or issued such lesser amount if the remaining available Incremental Commitment pursuant to clause this Section 2.4 is less than $5,000,000) at any one time with respect to Incremental Revolving Loans, from one or more Incremental Lenders (B) on any Increase Effective Date on which approved by the Senior Secured Leverage Ratio test in this clause (B) is met shall remain authorized pursuant to clause (B) Administrative Agent if such Senior Secured Leverage Ratio test Incremental Lender is not met as already a Revolving Lender and is to be a Revolving Lender after the effective date of the applicable Incremental Commitment Agreement) willing to provide such Incremental Commitments. Requests for such Incremental Commitments may be, at the Borrower’s option, for Incremental Revolving Loans (at any subsequent date)time prior to the later of the (i) Revolving Termination Date and (ii) the latest Extended Revolving Termination Date, if any) and/or Incremental Term Loans. Each In the event the Borrower shall request Incremental Term Loans, such notice request shall specify set forth (i) the date amount of the Incremental Term Loans being requested, (each, an “Increase Effective Date”ii) on which Borrower proposes that the increased or new Commitments shall be effective, which shall be a date not fewer than 10 Business Days after the date on which such notice is delivered Incremental Term Loans are requested to be made, (iii) any requested differences between the Incremental Term Loans and the existing Tranche B-2 Term Loans (which shall not be effective until set forth in an executed Incremental Commitment Agreement executed by the Group Members and each applicable Incremental Lender), provided, that in any event (A) the Weighted Average Life to Maturity of all Incremental Term Loans shall be no shorter than the Weighted Average Life to Maturity of the Tranche B-2 Term Loans at the time of the borrowing of such Incremental Term Loan, and (B) the Maturity Date of any Incremental Term Loans shall be no shorter than the final maturity of the Tranche B-2 Term Loans, and (iv) whether such Incremental Term Loans are to have the same yield (taking into account the interest rate margin and after giving effect to all upfront fees or similar fees on original issue discount (“OID”) as to the Administrative Agent and Tranche B-1 Term Loans or whether such Incremental Term Loans are to have a different yield than the Tranche B-1 Term Loans (ii) the identity of each Assignee to whom Borrower proposes any portion of such increased or new Commitments be allocated and the amounts of such allocations; provided 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“Other Term Loans”); provided, furtherthat, that if the yield in respect of any existing Lender that does not respond Other Term Loan exceeds the yield for the Tranche B-1 Term Loans the Applicable Margin for the Tranche B-1 Term Loans, and, if applicable, the Tranche B-2 Term Loans, shall be deemed increased so that the yield in respect of such Other Term Loans (giving effect to have declined any upfront or similar fees or OID issued in connection with such Other Term Loans) is no higher than the yield for the Tranche B-1 Term Loans. All Incremental Term Loans (including Other Term Loans) shall otherwise be made on substantially identical terms as the Tranche B-2 Term Loans, except as set forth in any applicable Incremental Commitment Agreement, and, in the case of Other Term Loans, with respect to provide such increased the interest rate margin applicable thereto. No Agent or new Lender shall be obligated to deliver or fund any Incremental Commitment. The Borrower may borrow under the Incremental Commitments only five times during the term of this Agreement.

Increase in Commitments. (a) The Borrower may at any time or from time to time after the Effective Date, by written notice to the Administrative Agent elect (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (x) prior to the Revolving Termination Date, an increase to the existing Revolving Commitments under one or more new commitments which may be of the same Class as any outstanding Term Loans (a “Term Loan Increase”) or a new Class of Term Loans (collectively with any Term Loan Increase, the “Incremental Term Loans”), or (y) one or more increases in the amount of the Revolving Facilities Commitments (each such increase, a “Increased Revolving CommitmentCommitment Increase”, together with any Incremental Term Loans, referred to herein as an “Incremental Facility”), provided that (i) and/or at the time of each such request and upon the effectiveness of each Incremental Facility, (x) no Default or Event of Default has occurred and is continuing or would result therefrom (except, notwithstanding the requirements of Section 4.02, at the option of the Borrower in connection with an acquisition, in lieu of such condition, (A) no Event of Default shall be continuing at the time of execution of the applicable contract or agreement for such acquisition and (B) no Event of Default under Sections 7.01(a), (b), (h) or (i) shall be continuing at the time of making such acquisition)) and (y) the establishment condition in Section 4.02(b) shall be satisfied (except, notwithstanding the requirements of one or more new term loan Commitments (eachSection 4.02, an “Incremental Term Loan Commitment”) in an amount not less than $100,000,000 individually and in an amount not to exceed at the sum of (A) the Shared Incremental Amount and (B) an amount of Incremental Term Loans or Increased Revolving Commitments such that the Senior Secured Leverage Ratio is no more than 3.50 to 1.00 as of the last day of the most recently ended period of four fiscal quarters option of the Borrower for which financial statements are internally available, determined on the applicable Increase Effective Date, after giving effect to any such incurrence on a Pro Forma Basis, andin connection with an acquisition, in each caselieu of such condition, with respect to any Increased Revolving Commitments, assuming a borrowing of the maximum amount of Loans available thereunder, and excluding the cash proceeds of any such Incremental Term Loans or Increased Revolving Commitments (provided that, for the avoidance of doubt, any Incremental Term Loans or Increased Revolving Commitments incurred or issued pursuant to clause (B) on any Increase Effective Date on which the Senior Secured Leverage Ratio test in this clause (B) is met shall remain authorized pursuant to clause (B) if such Senior Secured Leverage Ratio test is not met as of any subsequent date). Each such notice shall specify (i) the date (each, an “Increase Effective Date”) on which Borrower proposes that the increased or new Commitments representations shall be effectivelimited to the Specified Representations (as defined in the Existing Credit Agreement, which shall be conformed as reasonably necessary for such acquisition to provide for certainty of funding in connection with such transaction)), (ii) no Lender shall be obligated to provide an Incremental Facility as a date not fewer than 10 Business Days after result of any such request by the date on which Borrower, and until such notice is time, if any, as such Lender has agreed in its sole discretion to provide an Incremental Facility and executed and delivered to the Administrative Agent and the Borrower an Incremental Facility Agreement as provided in clause (c) of this Section 2.23, such Lender shall not be obligated to fund any Incremental Facility, (iii) any Lender may so provide an Incremental Facility without the consent of any other Lender, (iv) Incremental Facilities shall be denominated in dollars, (v) the Incremental Loan Commitment Requirements shall have been satisfied, and (vi) the provision of Incremental Facilities pursuant to this Section 2.23 on a given date pursuant to a particular Incremental Facility Agreement shall be in a minimum aggregate amount of $5,000,000 (provided that such amount may be less than $5,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence). Notwithstanding anything to the contrary herein, the aggregate amount of the Incremental Facilities shall not exceed the sum of (the “Incremental Cap”): (i) $75,000,000 plus (ii) an amount so long as, in the identity case of each Assignee to whom Borrower proposes this clause (ii), the First Lien Net Leverage Ratio would not exceed 4.25:1.00, calculated at the time of incurrence on a pro forma basis after giving effect thereto and the application of the proceeds thereof, and assuming any portion such Incremental Facility is secured on a first lien basis, whether or not so secured (and, in the case of any Revolving Commitment Increase, assuming a full drawing of such increased or new Commitments be allocated and the amounts Revolving Commitment Increase). The amount of such allocations; provided that Incremental Facility together with any existing Lender approached to provide all or a portion of Incremental Equivalent Debt shall not exceed the increased or new Commitments may elect or decline, in its sole discretion, to provide such increased or new Commitment; provided, further, that any existing Lender that does not respond shall be deemed to have declined to provide such increased or new CommitmentIncremental Cap.

Increase in Commitments. (a) The Borrower may may, from time to time, on any Business Day prior to the Termination Date, increase the aggregate amount of the Commitments by written notice delivering a commitment amount increase request substantially in the form attached hereto as Exhibit H or in such other form acceptable to the Administrative Agent elect to request at least five (x5) Business Days prior to the Revolving Termination Date, an desired effective date of such increase to (the existing Revolving Commitments under “Commitment Amount Increase”) identifying one or more additional Lenders (or additional Commitments for existing Lender(s) or by a combination of existing Lenders and additional Lenders) and the amount of its Commitment (or additional amount of its Commitment(s)); provided, however, that (i) the aggregate amount of the Revolving Facilities Commitments shall not be incurred to an amount in excess of $125,000,000, (“Increased Revolving Commitment”ii) and/or (y) the establishment of one or more new term loan Commitments (each, an “Incremental Term Loan Commitment”) any Commitment Amount Increase shall be in an amount not less than $100,000,000 individually 5,000,000, (iii) no Event of Default shall have occurred and be continuing at the time of the request or the effective date of the Commitment Amount Increase, and (iv) all representations and warranties contained in Section 6 hereof shall be true and correct in all material respects (where not already qualified by materiality, otherwise in all respects) at the time of such request and on the effective date of such Commitment Amount Increase (except to the extent such representations and warranties relate to an earlier date, in which case they are true and correct in all material respects (where not already qualified by materiality, otherwise in all respects) as of such date). The effective date of the Commitment Amount Increase shall be as set forth in the related commitment amount increase request. Upon the effectiveness thereof, the new Lender(s) (or, if applicable, existing Lender(s)) shall advance Loans in an amount not to exceed the sum of (A) the Shared Incremental Amount and (B) an amount of Incremental Term Loans or Increased Revolving Commitments sufficient such that the Senior Secured Leverage Ratio is no more than 3.50 to 1.00 as of the last day of the most recently ended period of four fiscal quarters of the Borrower for which financial statements are internally available, determined on the applicable Increase Effective Date, after giving effect to any its advance each Lender shall have outstanding its Percentage of Loans. It shall be a condition to such incurrence on a Pro Forma Basis, and, in each case, with respect to any Increased Revolving Commitments, assuming a borrowing of the maximum amount of Loans available thereunder, and excluding the cash proceeds of any such Incremental Term Loans or Increased Revolving Commitments (provided that, for the avoidance of doubt, any Incremental Term Loans or Increased Revolving Commitments incurred or issued pursuant to clause (B) on any Increase Effective Date on which the Senior Secured Leverage Ratio test in this clause (B) is met shall remain authorized pursuant to clause (B) if such Senior Secured Leverage Ratio test is not met as of any subsequent date). Each such notice shall specify effectiveness that (i) if any Eurodollar Loans are outstanding on the date (eachof such effectiveness, an “Increase Effective Date”) on which Borrower proposes that the increased or new Commitments such Eurodollar Loans shall be effective, which deemed to be prepaid on such date and the Borrower shall be a date not fewer than 10 Business Days after the date on which such notice is delivered pay any amounts owing to the Administrative Agent Lenders pursuant to Section 1.10 hereof and (ii) the identity of each Assignee to whom Borrower proposes shall not have terminated any portion of such increased or new the Commitments be allocated pursuant to Section 1.11 hereof. The Borrower agrees to pay any reasonable and documented, out-of-pocket expenses of the Administrative Agent relating to any Commitment Amount Increase and, solely to the extent agreed upon in writing between Administrative Agent and the amounts of Borrower (it being acknowledged that Borrower shall have no obligation to enter into any such allocations; provided that agreement), any existing arrangement fees related thereto. Notwithstanding anything herein to the contrary, no Lender approached shall have any obligation to provide all or a portion of the increased or new Commitments may elect or decline, in increase its sole discretion, to provide such increased or new Commitment; provided, further, that any existing Lender that does not respond Commitment and no Lender’s Commitment shall be deemed increased without its consent thereto, and each Lender may at its option, unconditionally and without cause, decline to have declined to provide such increased or new increase its Commitment.

Increase in Commitments. (a) The Borrower may at any time or from time to time after the Effective Date, by written notice to the Administrative Agent elect (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (x) prior to the Revolving Termination Date, an increase to the existing Revolving Commitments under one or more new commitments which may be of the same Class as any outstanding Term Loans (a “Term Loan Increase”) or a new Class of Term Loans (collectively with any Term Loan Increase, the “Incremental Term Loans”), or (y) one or more increases in the amount of the Revolving Facilities Commitments (each such increase, a “Increased Revolving CommitmentCommitment Increase”, together with any Incremental Term Loans, referred to herein as an “Incremental Facility”), provided that (i) and/or at the time of each such request and upon the effectiveness of each Incremental Facility, (x) no Default or Event of Default has occurred and is continuing or would result therefrom (except, notwithstanding the requirements of Section 4.02, at the option of the Borrower in connection with an acquisition, in lieu of such condition, (A) no Event of Default shall be continuing at the time of execution of the applicable contract or agreement for such acquisition and (B) no Event of Default under Sections 7.01(a), (b), (h) or (i) shall be continuing at the time of making such acquisition)) and (y) the establishment condition in Section 4.02(b) shall be satisfied (except, notwithstanding the requirements of one or more new term loan Commitments (eachSection 4.02, an “Incremental Term Loan Commitment”) in an amount not less than $100,000,000 individually and in an amount not to exceed at the sum of (A) the Shared Incremental Amount and (B) an amount of Incremental Term Loans or Increased Revolving Commitments such that the Senior Secured Leverage Ratio is no more than 3.50 to 1.00 as of the last day of the most recently ended period of four fiscal quarters option of the Borrower for which financial statements are internally available, determined on the applicable Increase Effective Date, after giving effect to any such incurrence on a Pro Forma Basis, andin connection with an acquisition, in each caselieu of such condition, with respect to any Increased Revolving Commitments, assuming a borrowing of the maximum amount of Loans available thereunder, and excluding the cash proceeds of any such Incremental Term Loans or Increased Revolving Commitments (provided that, for the avoidance of doubt, any Incremental Term Loans or Increased Revolving Commitments incurred or issued pursuant to clause (B) on any Increase Effective Date on which the Senior Secured Leverage Ratio test in this clause (B) is met shall remain authorized pursuant to clause (B) if such Senior Secured Leverage Ratio test is not met as of any subsequent date). Each such notice shall specify (i) the date (each, an “Increase Effective Date”) on which Borrower proposes that the increased or new Commitments representations shall be effectivelimited to the Specified Representations (as defined in the Existing Credit Agreement, which shall be conformed as reasonably necessary for such acquisition to provide for certainty of funding in connection with such transaction) ), (ii) no Lender shall be obligated to provide an Incremental Facility as a date not fewer than 10 Business Days after result of any such request by the date on which Borrower, and until such notice is time, if any, as such Lender has agreed in its sole discretion to provide an Incremental Facility and executed and delivered to the Administrative Agent and the Borrower an Incremental Facility Agreement as provided in clause (c) of this Section 2.23, such Lender shall not be obligated to fund any Incremental Facility, (iii) any Lender may so provide an Incremental Facility without the consent of any other Lender, (iv) Incremental Facilities shall be denominated in dollars, (v) the Incremental Loan Commitment Requirements shall have been satisfied, and (vi) the provision of Incremental Facilities pursuant to this Section 2.23 on a given date pursuant to a particular Incremental Facility Agreement shall be in a minimum aggregate amount of $5,000,000 (provided that such amount may be less than $5,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence). Notwithstanding anything to the contrary herein, the aggregate amount of the Incremental Facilities shall not exceed the sum of (the “Incremental Cap”): (i) $75,000,000 plus (ii) an amount so long as, in the identity case of each Assignee to whom Borrower proposes this clause (ii), the First Lien Net Leverage Ratio would not exceed 0.25:1.00 below the First Lien Net Leverage Ratio on the First Amendment Effective Date, calculated at the time of incurrence on a pro forma basis after giving effect thereto and the application of the proceeds thereof, and assuming any portion such Incremental Facility is secured on a first lien basis, whether or not so secured (and, in the case of any Revolving Commitment Increase, assuming a full drawing of such increased or new Commitments be allocated and the amounts Revolving Commitment Increase). The amount of such allocations; provided that Incremental Facility together with any existing Lender approached to provide all or a portion of Incremental Equivalent Debt shall not exceed the increased or new Commitments may elect or decline, in its sole discretion, to provide such increased or new Commitment; provided, further, that any existing Lender that does not respond shall be deemed to have declined to provide such increased or new CommitmentIncremental Cap.

Increase in Commitments. (a) The Borrower may may, from time to time, on any Business Day prior to the Termination Date, increase the aggregate amount of the Commitments by written notice delivering a commitment amount increase request substantially in the form attached hereto as Exhibit H or in such other form acceptable to the Administrative Agent elect to request at least five (x5) Business Days prior to the Revolving Termination Date, an desired effective date of such increase to (the existing Revolving Commitments under “Commitment Amount Increase”) identifying one or more additional Lenders (or additional Commitments for existing Lender(s) or by a combination of existing Lenders and additional Lenders) and the amount of its Commitment (or additional amount of its Commitment(s)); provided, however, that (i) the aggregate amount of the Revolving Facilities Commitments shall not be increased by an amount in excess of $150,000,000, (“Increased Revolving Commitment”ii) and/or (y) the establishment of one or more new term loan Commitments (each, an “Incremental Term Loan Commitment”) any Commitment Amount Increase shall be in an amount not less than $100,000,000 individually 5,000,000, (iii) no Default or Event of Default shall have occurred and be continuing at the time of the request or the effective date of the Commitment Amount Increase, and (iv) all representations and warranties contained in Section 6 hereof shall be true and correct in all material respects (where not already qualified by materiality or Material Adverse Effect, otherwise in all respects) at the time of such request and on the effective date of such Commitment Amount Increase (except to the extent such representations and warranties relate to an earlier date, in which case they are true and correct in all material respects (where not already qualified by materiality or Material Adverse Effect, otherwise in all respects) as of such date). The effective date of the Commitment Amount Increase shall be as set forth in the related commitment amount increase request. Upon the effectiveness thereof, the new Lender(s) (or, if applicable, existing Lender(s)) shall advance Loans in an amount not to exceed the sum of (A) the Shared Incremental Amount and (B) an amount of Incremental Term Loans or Increased Revolving Commitments sufficient such that the Senior Secured Leverage Ratio is no more than 3.50 to 1.00 as of the last day of the most recently ended period of four fiscal quarters of the Borrower for which financial statements are internally available, determined on the applicable Increase Effective Date, after giving effect to any its advance each Lender shall have outstanding its Percentage of Loans. It shall be a condition to such incurrence on a Pro Forma Basis, and, in each case, with respect to any Increased Revolving Commitments, assuming a borrowing of the maximum amount of Loans available thereunder, and excluding the cash proceeds of any such Incremental Term Loans or Increased Revolving Commitments (provided that, for the avoidance of doubt, any Incremental Term Loans or Increased Revolving Commitments incurred or issued pursuant to clause (B) on any Increase Effective Date on which the Senior Secured Leverage Ratio test in this clause (B) is met shall remain authorized pursuant to clause (B) if such Senior Secured Leverage Ratio test is not met as of any subsequent date). Each such notice shall specify effectiveness that (i) if any Eurodollar Loans are outstanding on the date (eachof such effectiveness, an “Increase Effective Date”) on which Borrower proposes that the increased or new Commitments such Eurodollar Loans shall be effective, which deemed to be prepaid on such date and the Borrower shall be a date not fewer than 10 Business Days after the date on which such notice is delivered pay any amounts owing to the Administrative Agent Lenders pursuant to Section 1.11 hereof and (ii) the identity of each Assignee to whom Borrower proposes shall not have previously terminated any portion of such increased or new the Commitments be allocated pursuant to Section 1.12 hereof. The Borrower agrees to pay any reasonable and documented, out-of-pocket expenses of the Administrative Agent relating to any Commitment Amount Increase and arrangement fees related thereto as agreed upon in writing between Administrative Agent and the amounts of such allocations; provided that Borrower. Notwithstanding anything herein to the contrary, no Lender shall have any existing Lender approached obligation to provide all or a portion of the increased or new Commitments may elect or decline, in increase its sole discretion, to provide such increased or new Commitment; provided, further, that any existing Lender that does not respond Commitment and no Lender’s Commitment shall be deemed increased without its consent thereto, and each Lender may at its option, unconditionally and without cause, decline to have declined to provide such increased or new increase its Commitment.

Increase in Commitments. (a) The Borrower Request for Increase. In addition to any Additional Letter of Credit Facilities pursuant to Section 2.03(o), the Company may from time to time, request by written notice to the Administrative Agent elect to request (x) prior to the Revolving Termination Date, an increase to in the existing Multicurrency Revolving Commitments under Credit Commitment or the US Dollar Revolving Credit Commitment (each, a “Revolving Credit Increase”) or (y) one or more of the Revolving Facilities (“Increased Revolving Commitment”) and/or (y) the establishment of one or more new term loan Commitments tranches, including any increase to an existing term loan tranche (each, an “Incremental Term Loan”; each Incremental Term Loan Commitmentand each Revolving Credit Increase, collectively, referred to as the “Incremental Increases”) in an amount not less than $100,000,000 individually and in an amount not to exceed the sum of ); provided that (Ai) the Shared principal amount for all such Incremental Amount and Increases in the aggregate since the Second Amendment Effective Date (Bincluding the then requested Incremental Increase) an amount of Incremental Term Loans or Increased Revolving Commitments such that shall not exceed $1,000,000,000 unless the Senior Secured pro forma Consolidated Leverage Ratio is no more than 3.50 to 1.00 as of the last day of the most recently ended period of four fiscal quarters of the Borrower for which financial statements are internally available, determined on the applicable Increase Effective Date, immediately before and after giving effect to the applicable Incremental Increase (calculated by assuming that the Revolving Credit Facility, including any such incurrence on Revolving Credit Increase, is fully drawn at such time) is less than 2.75 to 1.00; (ii) any such request for an Incremental Increase shall be in a Pro Forma Basis, and, in each case, with respect to any Increased Revolving Commitments, assuming a borrowing of the maximum minimum amount of Loans available thereunder$100,000,000 (or a lesser amount in the event such amount represents all remaining availability under this Section); (iii) no Revolving Credit Increase shall (A) increase any L/C Issuer’s Fronting Exposure without the consent of such L/C Issuer, and excluding the cash proceeds of any such Incremental Term Loans or Increased Revolving Commitments (provided that, for the avoidance of doubt, any Incremental Term Loans or Increased Revolving Commitments incurred or issued pursuant to clause (B) on any increase the Swing Line Sublimit without the consent of the Swing Line Lender, (C) increase the Foreign Borrower Sublimit or the Alternative Currency Sublimit without the consent of the Required Revolving Lenders or (D) increase the Alternative Currency Loan Sublimit without the consent of the Required Multicurrency Revolving Lenders; (iv) no Incremental Term Loan shall mature earlier than the Maturity Date for the Term Facility or have a weighted average life to maturity shorter than the remaining weighted average life to maturity of the Term Facility; and (v) each Incremental Increase Effective Date on which the Senior Secured Leverage Ratio test in this clause (B) is met shall remain authorized constitute Obligations hereunder and shall be guaranteed pursuant to clause (B) if such Senior Secured Leverage Ratio test is not met as of any subsequent date). Each such notice shall specify (i) the date (each, an “Increase Effective Date”) on which Borrower proposes that the increased or new Commitments shall be effective, which shall be a date not fewer than 10 Business Days after the date on which such notice is delivered to the Administrative Agent and (ii) the identity of each Assignee to whom Borrower proposes any portion of such increased or new Commitments be allocated and the amounts of such allocations; provided 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; provided, further, that any existing Lender that does not respond shall be deemed to have declined to provide such increased or new CommitmentGuaranties.

Increase in Commitments. (a) The Borrower may may, from time to time, on any Business Day prior to the Termination Date, increase the aggregate amount of the Commitments by written notice delivering a commitment amount increase request substantially in the form attached hereto as Exhibit H or in such other form acceptable to the Administrative Agent elect to request at least five (x5) Business Days prior to the Revolving Termination Date, an desired effective date of such increase to (the existing Revolving Commitments under “Commitment Amount Increase”) identifying one or more additional Lenders (or additional Commitments for existing Lender(s) or by a combination of existing Lenders and additional Lenders) and the amount of its Commitment (or additional amount of its Commitment(s)); provided, however, that (i) the aggregate amount of the Revolving Facilities Commitments shall not be increased by an amount in excess of $70,000,000, (“Increased Revolving Commitment”ii) and/or (y) the establishment of one or more new term loan Commitments (each, an “Incremental Term Loan Commitment”) any Commitment Amount Increase shall be in an amount of not less than $100,000,000 individually 10,000,000, (iii) no Default or Event of Default shall have occurred and be continuing at the time of the request or the effective date of the Commitment Amount Increase, and (iv) all representations and warranties contained in Section 6 hereof shall be true and correct in all material respects where not already qualified by materiality or Material Adverse Effect, otherwise in all respects at the time of such request and on the effective date of such Commitment Amount Increase (except to the extent such representations and warranties relate to an earlier date, in which case they are true and correct in all material respects where not already qualified by materiality or Material Adverse Effect, otherwise in all respects as of such date). The effective date of the Commitment Amount Increase shall be as set forth in the related commitment amount increase request. Upon the effectiveness thereof, the new Lender(s) (or, if applicable, existing Lender(s)) shall advance Loans in an amount not to exceed the sum of (A) the Shared Incremental Amount and (B) an amount of Incremental Term Loans or Increased Revolving Commitments sufficient such that the Senior Secured Leverage Ratio is no more than 3.50 to 1.00 as of the last day of the most recently ended period of four fiscal quarters of the Borrower for which financial statements are internally available, determined on the applicable Increase Effective Date, after giving effect to any its advance each Lender shall have outstanding its Percentage of Loans. It shall be a condition to such incurrence on a Pro Forma Basis, and, in each case, with respect to any Increased Revolving Commitments, assuming a borrowing of the maximum amount of Loans available thereunder, and excluding the cash proceeds of any such Incremental Term Loans or Increased Revolving Commitments (provided that, for the avoidance of doubt, any Incremental Term Loans or Increased Revolving Commitments incurred or issued pursuant to clause (B) on any Increase Effective Date on which the Senior Secured Leverage Ratio test in this clause (B) is met shall remain authorized pursuant to clause (B) if such Senior Secured Leverage Ratio test is not met as of any subsequent date). Each such notice shall specify effectiveness that (i) if any Eurodollar Loans are outstanding on the date (eachof such effectiveness, an “Increase Effective Date”) on which Borrower proposes that the increased or new Commitments such Eurodollar Loans shall be effective, which deemed to be prepaid on such date and the Borrower shall be a date not fewer than 10 Business Days after the date on which such notice is delivered pay any amounts owing to the Administrative Agent Lenders pursuant to Section 1.11 hereof and (ii) the identity of each Assignee to whom Borrower proposes shall not have previously terminated any portion of such increased or new the Commitments be allocated pursuant to Section 1.12 hereof. The Borrower agrees to pay any reasonable and documented, out-of-pocket expenses of the Administrative Agent relating to any Commitment Amount Increase and arrangement fees related thereto as agreed upon in writing between Administrative Agent and the amounts of such allocations; provided that Borrower. Notwithstanding anything herein to the contrary, no Lender shall have any existing Lender approached obligation to provide all or a portion of the increased or new Commitments may elect or decline, in increase its sole discretion, to provide such increased or new Commitment; provided, further, that any existing Lender that does not respond Commitment and no Lender’s Commitment shall be deemed increased without its consent thereto, and each Lender may at its option, unconditionally and without cause, decline to have declined to provide such increased or new increase its Commitment.

Increase in Commitments. The Company shall have the right, so long as no Default shall have occurred and be continuing, without the consent of any Lender (except as described in clause (i) below) but with the consent of the Administrative Agent (which consent shall not be unreasonably withheld), at any time prior to the Maturity Date, to increase the total aggregate amount of the Commitments hereunder by (a) The Borrower may by written notice adding a lender or lenders hereto with a Commitment or Commitments of up to the Administrative Agent elect amount (or aggregate amount) of such increase (which lender or lenders shall thereupon become "Lenders" hereunder) and/or (b) enabling any Lender or Lenders to request increase its (xor their) Commitment (or Commitments) up to the amount of any such increase; provided that: (i) in no event shall any Lender's Commitment be increased without the consent of such Lender, (ii) if any Revolving Loans are outstanding hereunder on the date that any such increase is to be effective, the principal amount of any such Revolving Loans shall on or prior to the Revolving Termination Dateeffectiveness of such increase, an increase to at the existing Revolving Commitments under one or more option of the Borrowers, either (A) be repaid, together with accrued interest thereon and any costs incurred by any Lender in accordance with Section 2.14 (but all such Loans may, on the terms and conditions hereof, be reborrowed on the date that any such increase becomes effective pro rata among all of the Lenders) or (B) be converted into Competitive Loans with the same terms (including, without limitation, interest rate) and maturity of such Revolving Facilities Loans, provided that the Competitive Loans into which such Revolving Loans are converted shall constitute a utilization of the Commitments, (“Increased Revolving Commitment”iii) and/or any such increase shall be in an integral multiple of $50,000,000, (yiv) in no event shall any increase result in the establishment total aggregate amount of the Commitments exceeding $1,250,000,000, (v) no increase in Commitments contemplated by this Section 2.18 shall result in any one or more new term loan Commitments (each, an “Incremental Term Loan Commitment”) Lender having a Commitment in an amount not less which equals more than $100,000,000 individually and in an 20% of the aggregate amount not to exceed of the sum of (A) the Shared Incremental Amount Commitments hereunder, and (Bvi) an amount no increase in Commitments shall occur within 12 months of Incremental Term Loans or Increased Revolving a reduction in the Commitments such that the Senior Secured Leverage Ratio is no more than 3.50 to 1.00 as of the last day of the most recently ended period of four fiscal quarters of the Borrower for which financial statements are internally available, determined on the applicable Increase Effective Date, after giving effect to any such incurrence on a Pro Forma Basis, and, in each case, with respect to any Increased Revolving Commitments, assuming a borrowing of the maximum amount of Loans available thereunder, and excluding the cash proceeds of any such Incremental Term Loans or Increased Revolving Commitments (provided that, for the avoidance of doubt, any Incremental Term Loans or Increased Revolving Commitments incurred or issued pursuant to clause (B) on any Increase Effective Date on which the Senior Secured Leverage Ratio test in this clause (B) is met shall remain authorized pursuant to clause (B) if such Senior Secured Leverage Ratio test is not met as of any subsequent date). Each such notice shall specify (i) the date (each, an “Increase Effective Date”) on which Borrower proposes that the increased or new Commitments shall be effective, which shall be a date not fewer than 10 Business Days after the date on which such notice is delivered to the Administrative Agent and (ii) the identity of each Assignee to whom Borrower proposes any portion of such increased or new Commitments be allocated and the amounts of such allocations; provided 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; provided, further, that any existing Lender that does not respond shall be deemed to have declined to provide such increased or new CommitmentSection 2.07.

Increase in Commitments. Borrower shall also have the right from time to time, provided no Default or Unmatured Default has occurred and is then continuing, to increase the Aggregate Commitmentrequest (ai) The increases in the Revolving Commitments, the Term A Loans or the Term Loans B Loans or (ii) the making of additional Term Loans (the “Additional Term Loans”) by up to an additional $500,000,000450,000,000 to a maximum aggregate amount not to exceed $1,100,000,0001,250,000,000 (reduced to the extent Borrower may has terminated or reduced the Revolving Commitments, the Term A Loans or the Term B Loans) by written notice either adding new lenders as Lenders (subject to the Administrative Agent elect to request (xAgent’s prior written approval of the identity of such new lenders) prior to or obtaining the Revolving Termination Dateagreement, an increase to the existing Revolving Commitments under which shall be at such Lender’s or Lenders’ sole discretion, of one or more of the Revolving Facilities (“Increased Revolving Commitment”) and/or (y) the establishment of one then current Lenders to increase its or more new term loan Commitments (each, an “Incremental Term Loan Commitment”) in an amount not less than $100,000,000 individually and in an amount not to exceed the sum of (A) the Shared Incremental Amount and (B) an amount of Incremental Term Loans or Increased Revolving Commitments such that the Senior Secured Leverage Ratio is no more than 3.50 to 1.00 as of the last day of the most recently ended period of four fiscal quarters of the Borrower for which financial statements are internally available, determined on the applicable Increase Effective Date, after giving effect to any such incurrence on a Pro Forma Basis, and, in each case, with respect to any Increased their Revolving Commitments, assuming a borrowing of the maximum amount of Loans available thereunder, and excluding the cash proceeds of any such Incremental Term A Loans or Increased Revolving Commitments (provided that, for the avoidance of doubt, any Incremental Term B Loans or Increased Revolving Commitments incurred or issued pursuant to clause (B) on any Increase Effective Date on which the Senior Secured Leverage Ratio test in this clause (B) is met shall remain authorized pursuant to clause (B) if such Senior Secured Leverage Ratio test is not met as of any subsequent date)make Additional Term Loans. Each such notice shall specify increase in the Commitments or the making of Additional Term Loans must be an aggregate minimum amount of $25,000,000 and integral multiples of $5,000,000 in excess thereof. Each such increase may apply to the Revolving Commitments, the Term A Loan Commitments, or the Term B Loan CommitmentsLoans, Term B Loans or the making of Additional Term Loans, or a combination thereof, as may be determined by Borrower and the Lenders providing such increase. OnEffecting any increase of the Revolving Commitments, the Term A Loans, the Term B Loans or the making of Additional Term Loans under this Section is subject to the following conditions precedent: (iw) the date (each, an “Increase Effective Date”) on which Borrower proposes that the increased no Default or new Commitments Unmatured Default has occurred and is then continuing or shall be effective, which shall be a in existence on the effective date not fewer than 10 Business Days after the date on which such notice is delivered to the Administrative Agent and (ii) the identity of each Assignee to whom Borrower proposes any portion of such increased or new Commitments be allocated and the amounts of such allocations; provided that any existing Lender approached to provide all or a portion increase of the increased Revolving Commitments, the Term A Loans, the Term B Loans or new Commitments may elect or decline, in its sole discretion, to provide such increased or new Commitment; provided, further, that any existing Lender that does not respond shall be deemed to have declined to provide such increased or new Commitment.the making of

Increase in Commitments. The Company shall have the right, so long as no Default shall have occurred and be continuing, without the consent of any Lender (except as described in clause (i) below) but with the consent of the Administrative Agent (which consent shall not be unreasonably withheld), at any time prior to the Maturity Date, to increase the total aggregate amount of the Commitments hereunder by (a) The Borrower may by written notice adding a lender or lenders hereto with a Commitment or Commitments of up to the Administrative Agent elect amount (or aggregate amount) of such increase (which lender or lenders shall thereupon become "Lenders" hereunder) and/or (b) enabling any Lender or Lenders to request increase its (xor their) Commitment (or Commitments) up to the amount of any such increase; provided that: (i) in no event shall any Lender's Commitment be increased without the consent of such Lender, (ii) if any Revolving Loans are outstanding hereunder on the date that any such increase is to be effective, the principal amount of any such Revolving Loans shall on or prior to the Revolving Termination Dateeffectiveness of such increase, an increase to at the existing Revolving Commitments under one or more option of the Borrowers, either (A) be repaid, together with accrued interest thereon and any costs incurred by any Lender in accordance with Section 2.14 (but all such Loans may, on the terms and conditions hereof, be reborrowed on the date that any such increase becomes effective pro rata among all of the Lenders) or (B) be converted into Competitive Loans with the same terms (including, without limitation, interest rate) and maturity of such Revolving Facilities Loans, provided that the Competitive Loans into which such Revolving Loans are converted shall constitute a utilization of the Commitments, (“Increased Revolving Commitment”iii) and/or any such increase shall be in an integral multiple of $50,000,000, (yiv) in no event shall any increase result in the establishment total aggregate amount of the Commitments exceeding $1,250,000,000, (v) no increase in Commitments contemplated by this Section 2.19 shall result in any one or more new term loan Commitments (each, an “Incremental Term Loan Commitment”) Lender having a Commitment in an amount not less which equals more than $100,000,000 individually and in an 20% of the aggregate amount not to exceed of the sum of (A) the Shared Incremental Amount Commitments hereunder, and (Bvi) an amount no increase in Commitments shall occur within 12 months of Incremental Term Loans or Increased Revolving a reduction in the Commitments such that the Senior Secured Leverage Ratio is no more than 3.50 to 1.00 as of the last day of the most recently ended period of four fiscal quarters of the Borrower for which financial statements are internally available, determined on the applicable Increase Effective Date, after giving effect to any such incurrence on a Pro Forma Basis, and, in each case, with respect to any Increased Revolving Commitments, assuming a borrowing of the maximum amount of Loans available thereunder, and excluding the cash proceeds of any such Incremental Term Loans or Increased Revolving Commitments (provided that, for the avoidance of doubt, any Incremental Term Loans or Increased Revolving Commitments incurred or issued pursuant to clause (B) on any Increase Effective Date on which the Senior Secured Leverage Ratio test in this clause (B) is met shall remain authorized pursuant to clause (B) if such Senior Secured Leverage Ratio test is not met as of any subsequent date). Each such notice shall specify (i) the date (each, an “Increase Effective Date”) on which Borrower proposes that the increased or new Commitments shall be effective, which shall be a date not fewer than 10 Business Days after the date on which such notice is delivered to the Administrative Agent and (ii) the identity of each Assignee to whom Borrower proposes any portion of such increased or new Commitments be allocated and the amounts of such allocations; provided 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; provided, further, that any existing Lender that does not respond shall be deemed to have declined to provide such increased or new CommitmentSection 2.07.

Increase in Commitments. (a) The Borrower Borrowers may at any time after the Amendment No. 1 Effective Date, by written notice to the Administrative Agent elect to Agent, request (x) prior to the Revolving Termination Date, an increase to the existing Revolving Commitments under one or more of the Revolving Facilities (“Increased Revolving Commitment”) and/or (y) the establishment addition of one or more new term loan Commitments additional tranches of Term Loans (each, an “Incremental Term Loan CommitmentFacility”) or an increase in the Revolving Credit Facility (each, a “Revolving Facility Increase” and, together with the Incremental Term Facilities, an “Incremental Facility”) pursuant to additional commitments (the “Incremental Commitments”) to be effective as of a date (the “Increase Date”) as specified in the related Incremental Amendment; provided, however, that (i) in no event shall the aggregate amount not less than $100,000,000 individually and in an amount not of all of the Incremental Commitments, taken together with any Additional Debt incurred pursuant to Section 7.03(b)(xxii), exceed the sum greater of (Ax) the Shared Incremental Amount $500,000,000 and (By) an additional aggregate amount of Indebtedness such that, after giving pro forma effect to the establishment or incurrence, as the case may be, of all such Incremental Term Loans or Increased Commitments (which shall be deemed to include the full amount of any Revolving Commitments Facility Increase assuming the full amount of such that increase has been drawn), the Senior Consolidated Secured Leverage Ratio is no more shall not be greater than 3.50 2.00:1.00 (or, in the case of any Incremental Commitments the proceeds of which shall be used to 1.00 finance all or any portion of a Permitted Acquisition, 2.50:1.00), determined on a Pro Forma Basis as of the last day of the most recently ended period of four fiscal quarters of the Borrower quarter for which financial statements are internally availableinformation was most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or Section 6.01(b); provided that the aggregate Incremental Commitments, determined on taken together with any Additional Debt incurred pursuant to Section 7.03(b)(xxii), shall not exceed $1,000,000,000, (ii) each new Incremental Facility shall be in an aggregate amount of not less than $25,000,000, (iii) other than with respect to any Incremental Commitments the applicable Increase Effective Dateproceeds of which shall be used to finance all or any portion of the consideration for a Permitted Acquisition, each of the conditions set forth in Section 4.02 shall be satisfied after giving effect to the establishment of such Incremental Commitments, (iv) after giving pro forma effect to the establishment or incurrence, as the case may be, of such Incremental Commitments (which shall be deemed to include the full amount of any Revolving Facility Increase assuming the full amount of such incurrence increase has been drawn), as of the Increase Date, the Borrower Parties shall be in Pro Forma Compliance with all of the covenants set forth in Section 7.10, determined on a Pro Forma Basis, and, in each case, with respect to any Increased Revolving Commitments, assuming a borrowing Basis as of the maximum amount last day of Loans available thereunderthe fiscal quarter for which financial information was most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or Section 6.01(b), and excluding (v) (A) except as provided in clause (B), the cash proceeds maturity date of any such Incremental Term Loans shall be no earlier than the Latest Maturity Date of the Term B Loans and the Weighted Average Life to Maturity of such Incremental Term Loans shall be not shorter than the then remaining Weighted Average Life to Maturity of the Term B Loans (other than Term B-4 and Term B-5 Loans) and (B) with respect to Incremental Term Loans in an aggregate principal amount not to exceed (x) $250,000,000, plus (y) an additional aggregate principal amount equal to the aggregate principal amount of Term A Loans repaid or Increased prepaid (other than any such Term A Loans prepaid or repaid with the proceeds of Indebtedness) by the Borrowers after the Amendment No. 1 Effective Date, but in any event the additional amount in this clause (y) not to exceed $250,000,000, the maturity date of such Incremental Term Loans shall be no earlier than the Latest Maturity Date of the Term A Loans and the Weighted Average Life to Maturity of such Incremental Term Loans shall be not shorter than the longest Weighted Average Life to Maturity of the Term A Loans, (vi) in the case of an Incremental Revolving Commitments Increase, the Incremental Revolving Increase shall be on the exact same terms and pursuant to the exact same documentation applicable to the Revolving Credit Facility, (provided thatvii) the interest rate margins and floors, for the avoidance of doubtfees, discounts, premiums and (subject to clause (v)) amortization schedule applicable to any Incremental Term Loans or Increased Revolving Commitments shall be determined by the applicable Borrower and the lenders thereunder; provided that the interest rate margins with respect to any Incremental Term Loans shall not be greater than the interest rate margin with respect to each of the then outstanding Term B Loans plus 0.50% per annum unless the interest rate margin applicable to each of the then outstanding Term B Loans is increased so that the interest rate margin applicable to the Incremental Term Loans does not exceed the interest rate margin applicable to any outstanding Term B Loans by more than 0.50% per annum; provided that in determining the interest rate margin applicable to loans and/or commitments incurred or issued pursuant to clause each Incremental Term Loan and each applicable Term B Loan, (Bx) on any Increase Effective Date on which the Senior Secured Leverage Ratio test in this clause original issue discount (B) is met shall remain authorized pursuant to clause (B) if such Senior Secured Leverage Ratio test is not met as of any subsequent date). Each such notice shall specify (i) the date (each, an “Increase Effective DateOID”) on which Borrower proposes that the increased or new Commitments shall be effective, upfront fees (which shall be a date not fewer than 10 Business Days after deemed to constitute like amounts of OID) payable by the date on which such notice is delivered applicable Borrower to the Administrative Agent Lenders of the applicable Term B Loans or the Incremental Term Loans in the initial primary syndication thereof shall be included (with OID being equated to interest based on assumed four-year life to maturity), (y) customary arrangement, structuring or other commitment fees payable to the Lead Arrangers or Amendment No. 1 Lead Arrangers (or their respective Affiliates) in connection with the applicable Term B Loans or to one or more arrangers in connection with such Incremental Term Loans shall be excluded and (iiz) if the identity Incremental Term Loans include an interest rate floor greater than the applicable interest rate floor under the then outstanding Term B Loans (other than Term B-4 Loans or Term B-5 Loans), such differential between interest rate floors shall be equated to the applicable interest rate margin solely for purposes of each Assignee to whom Borrower proposes any portion determining whether the interest rate margin of such increased or new Commitments be allocated Incremental Term Loans is higher than the interest rate margin under the applicable Term B Loans by more than 0.50% and to the amounts extent the difference in the interest rate floors would cause the interest rate margins of such allocations; provided that Incremental Term Loans to be higher than the interest rate margins for the applicable Term B Loans by more than 0.50%, the interest rate floor (but not in any existing Lender approached event the interest rate margin) applicable to provide all or a portion each of the then outstanding Term B Loans (other than Term B-4 Loans or Term B-5 Loans) shall be increased or new Commitments may elect or decline, in its sole discretion, to provide the extent of such increased or new Commitmentdifferential between interest rate floors; provided, further, that any existing Lender that does not respond for purposes of this clause (vii), the Term B-1 Loans, Term B-2 Loans, Term B-3 Loans and Additional Term B-1 Loans shall be deemed to have declined been issued at par, (viii) any Incremental Facility shall rank pari passu in right of payment and of security with the Facilities on terms reasonably satisfactory to provide the Administrative Agent and none of the Incremental Facilities shall have the benefit of any Guarantee or any Lien or other security except for the Guaranty and Liens under the Loan Documents for the benefit of the Obligations, and (ix) any Incremental Term Loans may have other terms and conditions determined by the Borrowers and the lenders thereunder; provided that to the extent such increased terms and conditions are not consistent with the Term Loans, as the case may be (except to the extent permitted by clause (v) or new Commitment(vii) above), they shall be reasonably satisfactory to the Administrative Agent.

Increase in Commitments. (a) The Borrower may by written notice to the Administrative Agent elect to request So long as (x) prior to the Revolving Termination Date, an increase to the existing Revolving Commitments under one no Default or more Event of the Revolving Facilities (“Increased Revolving Commitment”) and/or Default has occurred and is continuing or would result therefrom and (y) after giving effect thereto, on a Pro Forma Basis the establishment of one or more new term loan Commitments (each, an “Incremental Term Loan Commitment”) in an amount not less than $100,000,000 individually and in an amount not to exceed the sum of (A) the Shared Incremental Amount and (B) an amount of Incremental Term Loans or Increased Revolving Commitments such that the Consolidated Senior Secured Leverage Ratio is no more than 3.50 to 1.00 as of the last day of the most recently ended period of four fiscal quarters of the Borrower Measurement Period for which financial statements are internally availablehave been provided (or in the case of periods on or prior to October 3, determined on 2010, filed with the SEC) shall be equal to or less than 3.75:1.00, upon notice to the Administrative Agent, at any time after the Closing Date, the Borrower may request one or more Additional Term Commitments or one or more Additional Revolving Credit Commitments (it being understood and agreed that (i) at the election of the Borrower, such additional commitments in respect of any term loans or revolving loans may be implemented through the addition of additional new tranches of such loans instead of being implemented as increases in the applicable Increase Effective DateCommitments and loans and (ii) if the Borrower makes such election, the provisions of this Section shall be read in a manner that permits such election to be implemented); provided that (i) after giving effect to any such incurrence on a Pro Forma Basisaddition, and, in each case, with respect to any Increased Revolving Commitments, assuming a borrowing of the maximum aggregate amount of Loans available thereunder, Additional Term Commitments and excluding Additional Revolving Credit Commitments that have been added pursuant to this Section 2.14 shall not exceed the cash proceeds Permitted Incremental Amount (provided that the aggregate amount of Revolving Credit Commitment (inclusive of any Additional Revolving Credit Commitments)) shall not exceed the lesser of (x) the Permitted Incremental Amount and (y) $150,000,000); (ii) any such Incremental Term Loans addition shall be in an aggregate amount of $25,000,000 or Increased Revolving Commitments any whole multiple of $500,000 in excess thereof (provided that, for the avoidance of doubt, any Incremental Term Loans or Increased Revolving Commitments incurred or issued pursuant to clause (B) on any Increase Effective Date on which the Senior Secured Leverage Ratio test in this clause (B) is met shall remain authorized pursuant to clause (B) that such amount may be less than $25,000,000 if such Senior Secured Leverage Ratio test is not met as amount represents all remaining availability under the aggregate limit in respect of any subsequent date). Each such notice shall specify Additional Term Commitments and Additional Revolving Credit Commitments set forth in clause (i) to this proviso), (iii) the final maturity date of any Additional Term Loans shall be no earlier than the Maturity Date for the Term Loans, (each, an “Increase Effective Date”iv) on which Borrower proposes that the increased or new weighted average life to maturity of the Additional Term Loans shall be no shorter than the remaining weighted average life to maturity of the Term Loans and the final maturity date of any Additional Revolving Credit Commitments shall be effectiveno earlier than the Maturity Date for the Revolving Credit Facility, which (v) no Lender shall be a date not fewer than 10 Business Days after required to participate in the date on which such notice is delivered Additional Term Commitments or the Additional Revolving Credit Commitments, (vi) the amortization schedule applicable to the Administrative Agent Additional Term Commitments shall be determined by the Borrower and the lenders thereof, (iivii) the identity of each Assignee interest rate applicable to whom Borrower proposes any portion of such increased or new the Additional Term Commitments be allocated and the amounts of such allocationsAdditional Revolving Credit Commitments shall be determined by the Borrower and the lenders thereof; provided that any existing Lender approached to provide all (x) in the event that the all-in yield (whether in the form of interest rate margins, original issue discount, upfront fees, or a portion of the increased Eurodollar Rate or new Commitments may elect Base Rate floors (but not arranger, underwriting, commitment or declinesimilar fees), assuming, in its sole discretionthe case of original issue discount and upfront fees, four-year life to provide maturity and assuming the Additional Revolving Credit Commitments and the Revolving Credit Facility are fully drawn) applicable to such increased or new Commitment; providedAdditional Term Commitments are greater than the all-in yield (giving effect to interest rate margins, furtheroriginal issue discount paid in the initial primary syndication thereof, that any existing Lender that does not respond upfront fees and Eurodollar Rate and Base Rate floors) for the Term Facility by more than 50 basis points, then the all-in yield for the Term Facility shall be deemed increased to have declined the extent necessary so that the all-in yield for such Additional Term Commitments are no more than 50 basis points greater than the all-in-yield for the Term Facility, and (y) in the event that the all-in yield (whether in the form of interest rate margins, original issue discount, upfront fees, or Eurodollar Rate or Base Rate floors (but not arranger, underwriting, commitment or similar fees), assuming, in the case of original issue discount and upfront fees, four-year life to provide maturity) applicable to such Additional Revolving Credit Commitments are greater than the all-in yield (giving effect to interest rate margins, original issue discount paid in the initial primary syndication thereof, upfront fees and Eurodollar Rate and Base Rate floors) for the Revolving Credit Facility by more than 50 basis points, then the all-in yield for the Revolving Credit Facility shall be increased to the extent necessary so that the all-in yield for such Additional Revolving Credit Commitments are no more than 50 basis points greater than the all-in yield for the Revolving Credit Facility, (viii) the Additional Term Loans shall rank pari passu in right of payment and of security with the Revolving Credit Loans and the Term Loans, and (ix) the Additional Revolving Credit Commitments and loans and letters of credit made or new Commitmentissued thereunder shall rank pari passu in right of payment and of security with the Revolving Credit Loans and the Term Loans.

Increase in Commitments. (ai) The Borrower may by written notice to After the Administrative Agent elect to request (x) prior to the Revolving Termination Effective Date, an the Borrowers shall have the right to increase to the existing aggregate Revolving Commitments by obtaining additional Revolving Commitments (“Incremental Revolving Commitments” and revolving loans made thereunder, “Incremental Revolving Loans”) and the right to increase the aggregate Term Loan Commitments by obtaining additional Term Loan Commitments under a then-existing tranche and/or one or more additional tranches of term loans (“Incremental Term Commitments” and term loans made thereunder, “Incremental Term Loans”), in each case from one or more of the Revolving Facilities Lenders and/or additional Eligible Incremental Lenders; provided that (“Increased Revolving Commitment”A) and/or any such Incremental Commitment shall be in a minimum amount of $25,000,000, (yB) the establishment aggregate amount of one or more new term loan all Incremental Commitments (each, an “and Incremental Term Loan Commitment”) in Loans effected pursuant hereto shall not exceed an amount not less than $100,000,000 individually and in an amount not equal to exceed the sum of (A1) $500,000,000, plus (2) the Shared Incremental Amount and (B) an maximum amount of Incremental Term Loans or Increased Revolving Commitments such that the would result in a Senior Secured Net Leverage Ratio is no more than 3.50 to 1.00 as of the last day of the most recently ended period of four fiscal quarters of the Borrower for which financial statements are internally availableRatio, determined on the applicable Increase Effective Date, after giving effect to any such incurrence on a Pro Forma Basis, and, in each case, with respect of not more than 3.00 to 1.00; (C) any Increased Revolving Commitments, assuming a borrowing such new Term Lender shall have assumed all of the maximum amount rights and obligations of Loans available thereundera “Term Lender” hereunder; (D) any such new Revolving Lender shall have assumed all of the rights and obligations of a “Revolving Lender” hereunder; (E) any such Incremental Revolving Commitments shall, subject to Section 2.10(e), be on the same terms as the other Revolving Commitments and excluding the cash proceeds of any such Incremental Term Loans or Increased Revolving Commitments shall, subject to Section 2.10(e), be on the same terms as the other Term Loans; and (provided that, for F) all of the avoidance of doubt, any Incremental Term Loans or Increased Revolving Commitments incurred or issued pursuant to clause (B) on any Increase Effective Date on which the Senior Secured Leverage Ratio test procedures and other conditions described in this clause (B) is met Section 2.10 shall remain authorized pursuant to clause (B) if such Senior Secured Leverage Ratio test is not met as of any subsequent date). Each such notice shall specify (i) the date (each, an “Increase Effective Date”) on which Borrower proposes that the increased or new Commitments shall be effective, which shall be a date not fewer than 10 Business Days after the date on which such notice is delivered to the Administrative Agent have been satisfied; and (ii) the identity of each Assignee to whom Borrower proposes any portion of such increased or new Commitments be allocated and the amounts of such allocations; provided 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; provided, further, that any existing Lender that does not respond the aggregate principal amount of Incremental Equivalent Debt established after the Effective Date in reliance on clause (a)(i)(B)(1) above shall result in a dollar for dollar reduction of the amount of Incremental Commitments permitted to be established pursuant to clause (a)(i)(B)(1) above. The Borrowers may elect to use clause (a)(i)(B)(2) above regardless of whether the Borrower has capacity under clause (a)(i)(B)(1) above. Further, the Borrowers may elect to use clause (a)(i)(B)(2) prior to using clause (a)(i)(B)(1), and if both clause (a)(i)(B)(2) and clause (a)(i)(B)(1) are available, unless otherwise elected by the Borrowers, then the Borrowers will be deemed to have declined elected to provide use clause (a)(i)(B)(2). In addition, any Indebtedness originally designated as incurred pursuant to clause (a)(i)(B)(1) shall, at the option of the Borrowers, be reclassified as incurred under clause (a)(i)(B)(2) so long as the Borrowers would meet the applicable leverage or coverage based incurrence test at such increased or new time on a Pro Forma Basis. (ii) The Borrower Representative shall request an Incremental Commitment by delivering a notice (an “Incremental Commitment Request”) to the Administrative Agent, who shall promptly notify the Lenders of the substance thereof. The notice by the Administrative Agent to the Lenders describing each Incremental Commitment Request shall specify the time period (to be determined by the Borrower Representative in consultation with the Administrative Agent, but in no event be less than 5 Business Days from the date of delivery by the Borrower Representative of the applicable Incremental Commitment Request to the Administrative Agent) within which each Lender is required to inform the Borrower Representative and the Administrative Agent whether such Lender intends to participate in the applicable Incremental Commitment.. Each Lender shall notify the Administrative Agent within the required 68

Increase in Commitments. (a) The Borrower may by written Upon notice to the Administrative Agent elect to request (x) prior to which shall promptly notify the Lenders), the Borrower may request: additional Term Commitments and/or additional Revolving Termination Date, an increase to the existing Revolving Commitments under one or more of the Revolving Facilities (“Increased Revolving Commitment”) and/or (y) the establishment of one or more new term loan Credit Commitments (each, an a “Incremental Term Loan CommitmentCommitment Increase”) in an amount not less than $100,000,000 individually pursuant to any Commitment Increase and in an amount not to exceed the sum of (A) the Shared Incremental Amount and (B) an amount of Incremental Term Loans or Increased Revolving Commitments such Joinder Agreement; provided that the Senior Secured Leverage Ratio is no more than 3.50 to 1.00 as of the last day of the most recently ended period of four fiscal quarters of the Borrower for which financial statements are internally available, determined on the applicable Increase Effective Date, after giving effect to any such incurrence on a Pro Forma Basisaddition, andthe aggregate amount of all additional Term Commitments and additional Revolving Credit Commitments that have been added pursuant to this Section 2.16(a) shall not exceed the sum of (i) after the Second Amendment Effective Date, $375,000,000, (ii) (A) in each case, with respect to the case of any Increased Revolving Commitments, assuming a borrowing Commitment Increase that effectively extends the maturity of any Tranche of the maximum amount of Loans available thereunder, and excluding the cash proceeds of any such Incremental existing Term Loans or Increased Revolving Commitments Credit Facility, an amount equal to such Term Loan or Revolving Credit Facility replaced with such Commitment Increase and (provided thatB) in the case of any Commitment Increase that effectively replaces any Revolving Credit Commitment terminated under Section 3.09 or Section 11.01(f), for an amount equal to the avoidance portion of doubtthe relevant terminated Revolving Credit Commitments, (iii) the amount of any Incremental voluntary prepayments of the Term Loans or Increased any permanent reduction of the Revolving Credit Commitments incurred (to the extent not financed with the proceeds 129 of long-term Indebtedness), (iv) an amount not in excess of an amount such that, after giving effect to the relevant Commitment Increase (A) if such Commitment Increase is secured by a Lien on the Collateral that is pari passu with the Lien securing the Facilities, the First Lien Leverage Ratio does not exceed 3.50:1.00, or issued pursuant to clause (B) if such Commitment Increase is secured by a Lien on any Increase Effective Date on which the Collateral that is junior to the Lien securing the Facilities, the Senior Secured Leverage Ratio test in this clause (B) is met shall remain authorized pursuant to clause (B) if does not exceed 4.00:1.00; provided that for purposes of calculating such First Lien Leverage Ratio or Senior Secured Leverage Ratio test is not met as of any subsequent date). Each such notice shall specify under this clause (iiv) (1) the date proceeds from any such Commitment Increase shall not be netted from Indebtedness and (each2) any Revolving Credit Commitments then being incurred or established shall be assumed to be fully drawn and (v) with respect to the Additional Term A Loans and Additional Revolving Credit Commitments (each as defined in the Second Amendment) established under the Second Amendment on the Second Amendment Effective Date, an “Increase Effective Date”) on which aggregate amount equal to $173,150,000. It is understood and agreed that, unless the Borrower proposes that the increased or new Commitments shall be effective, which shall be a date not fewer than 10 Business Days after the date on which such notice is delivered to otherwise notifies the Administrative Agent and (ii) the identity of each Assignee to whom Borrower proposes Agent, if all or any portion of any Commitment Increase or Incremental Equivalent Debt would be permitted under clause (iv) of this clause (a) on the applicable date of determination, such increased Commitment Increase or new Commitments be allocated and Incremental Equivalent Debt (or the amounts of such allocations; provided that any existing Lender approached to provide all or a relevant 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 any existing Lender that does not respond thereof) shall be deemed to have declined been incurred in reliance on clause (iv) of this clause (a) prior to provide the utilization of any amount available under clause (i) of this clause(a). Each such increased addition under this Section 2.16(a). shall be in an aggregate amount of $5,000,000 or new Commitmentany whole multiple of $1,000,000 in excess thereof.

Increase in Commitments. (a) The Borrower may may, on any Business Day prior to the Termination Date and with the Administrative Agent's prior written consent (not to be unreasonably withheld), increase the aggregate amount of the Commitments by written notice delivering a Commitment Amount Increase Request substantially in the form attached hereto as Exhibit G or in such other form acceptable to the Administrative Agent elect to request at least five (x5) Business Days prior to the Revolving Termination Datedesired effective date of such increase (the “Commitment Amount Increase”) identifying an additional Lender (or additional Commitments for existing Lender(s)) and the amount of its Commitment (or additional amount of its Commitment(s)); provided, an however, that (i) any increase to the existing Revolving Commitments under one or more of the Revolving Facilities aggregate amount of the Commitments to an amount in excess of $100,000,000 will require the approval of the Required Lenders, (“Increased Revolving Commitment”ii) and/or (y) any increase of the establishment aggregate amount of one or more new term loan the Commitments (each, an “Incremental Term Loan Commitment”) shall be in an amount not less than $100,000,000 individually 10,000,000, (iii) no Default or Event of Default shall have occurred and be continuing at the time of the request or the effective date of the Commitment Amount Increase, and (iv) all representations and warranties contained in Section 6 hereof shall be true and correct at the time of such request and on the effective date of such Commitment Account Increase. The effective date of the Commitment Amount Increase shall be agreed upon by the Borrower and the Administrative Agent. Upon the effectiveness thereof, the new Lender(s) (or, if applicable, existing Lender(s)) shall advance Loans in an amount not to exceed the sum of (A) the Shared Incremental Amount and (B) an amount of Incremental Term Loans or Increased Revolving Commitments sufficient such that the Senior Secured Leverage Ratio is no more than 3.50 to 1.00 as of the last day of the most recently ended period of four fiscal quarters of the Borrower for which financial statements are internally available, determined on the applicable Increase Effective Date, after giving effect to any its advance each Lender shall have outstanding its Percentage of Loans. It shall be a condition to such incurrence on a Pro Forma Basis, and, in each case, with respect to any Increased Revolving Commitments, assuming a borrowing of the maximum amount of Loans available thereunder, and excluding the cash proceeds of any such Incremental Term Loans or Increased Revolving Commitments (provided that, for the avoidance of doubt, any Incremental Term Loans or Increased Revolving Commitments incurred or issued pursuant to clause (B) on any Increase Effective Date on which the Senior Secured Leverage Ratio test in this clause (B) is met shall remain authorized pursuant to clause (B) if such Senior Secured Leverage Ratio test is not met as of any subsequent date). Each such notice shall specify effectiveness that (i) if any Eurodollar Loans are outstanding on the date (eachof such effectiveness, an “Increase Effective Date”) on which Borrower proposes that the increased or new Commitments such Eurodollar Loans shall be effective, which deemed to be prepaid on such date and the Borrower shall be a date not fewer than 10 Business Days after the date on which such notice is delivered pay any amounts owing to the Administrative Agent Lenders pursuant to Section 1.9 hereof and (ii) the identity of each Assignee to whom Borrower proposes shall not have terminated any portion of such increased or new the Commitments be allocated and the amounts of such allocations; provided that pursuant to Section 1.10 hereof. The Borrower agrees to pay any existing Lender approached to provide all or a portion reasonable expenses of the increased or new Commitments may elect or declineAdministrative Agent relating to any Commitment Amount Increase. Notwithstanding anything herein to the contrary, in no Lender shall have any obligation to increase its sole discretion, to provide such increased or new Commitment; provided, further, that any existing Lender that does not respond Commitment and no Lender's Commitment shall be deemed increased without its consent thereto, and each Lender may at its option, unconditionally and without cause, decline to have declined to provide such increased or new increase its Commitment.

Increase in Commitments. (a) The Borrower may may, by written notice to the Administrative Agent elect to in substantially the form of Exhibit “D”, request (x) prior to that the Revolving Termination Date, Tranche A Commitments and the Tranche B Commitments be increased by an increase to the existing Revolving Commitments under one or more of the Revolving Facilities (“Increased Revolving Commitment”) and/or (y) the establishment of one or more new term loan Commitments (each, an “Incremental Term Loan Commitment”) in an amount not less than $100,000,000 individually and in an aggregate amount not to exceed $400,000,000; provided that the sum Borrower may not make more than 3 such requests and each request shall be to increase both Classes of (A) Commitments by an equal amount. Such notice shall set forth the Shared Incremental Amount and (B) an amount of Incremental Term Loans or Increased Revolving Commitments such the requested aggregate increase (which shall be in a minimum aggregate amount of $100,000,000 and in minimum aggregate increments of $5,000,000 above that the Senior Secured Leverage Ratio is no more than 3.50 to 1.00 as of the last day of the most recently ended period of four fiscal quarters of the Borrower for which financial statements are internally available, determined on the applicable Increase Effective Date, after giving effect to any such incurrence on a Pro Forma Basis, andamount, in each case, with respect to any Increased Revolving Commitments, assuming a borrowing of divided equally between the maximum amount of Loans available thereundertwo Classes), and excluding the cash proceeds of any such Incremental Term Loans or Increased Revolving Commitments (provided that, for the avoidance of doubt, any Incremental Term Loans or Increased Revolving Commitments incurred or issued pursuant to clause (B) on any Increase Effective Date on which the Senior Secured Leverage Ratio test in this clause (B) is met shall remain authorized pursuant to clause (B) if such Senior Secured Leverage Ratio test is not met as of any subsequent date). Each such notice shall specify (i) the date (each, an “Increase Effective Date”) on which Borrower proposes that the increased or new Commitments shall be effective, which shall be a date not fewer than 10 Business Days after the date on which such increase is requested to become effective (which shall be not less than 10 days nor more than 60 days after the date of such notice is delivered and which, in any event, must be on or prior to the then applicable Commitment Termination Dates, provided that no increase in the Commitments may be requested pursuant to this Section 2.9 on or prior to July 1, 2014). Upon the receipt of such request by the Administrative Agent, the Administrative Agent and (ii) shall give notice promptly to each Bank substantially in the identity form of Exhibit “E”, which notice will offer each such Bank the opportunity to increase its Commitment of each Assignee Class by its applicable Pro Rata Share of the proposed increased amount for such Class. Each such Bank shall, by notice to whom the Borrower proposes any portion of such increased or new Commitments be allocated and the amounts Administrative Agent substantially in the form of such allocations; provided that any existing Lender approached Exhibit “F”, given not more than 10 days after the date of the Administrative Agent’s notice, either agree to provide increase its Commitments by all or a portion (provided such portion is divided equally between the Classes) of the increased offered amount (each Bank so agreeing being an “Increasing Bank”) or new decline to increase such Commitments may elect or decline, in its sole discretion, to provide such increased or new Commitment; provided, further, that (and any existing Lender Bank that does not respond deliver such a notice within such period of 10 days shall be deemed to have declined to provide increase such increased Commitments) (each Bank so declining or new Commitmentbeing deemed to have declined being a “Non-Increasing Bank”). For greater certainty, a Bank may only agree to increase both of its Commitments or decline to increase both of its Commitments. In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the third sentence of this paragraph, the Increasing Banks shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase requested by the Borrower, the Borrower may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Bank”), which may include any Bank, to extend Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, that each Augmenting Bank shall extend or increase Commitments of each Class by an equal amount, each Augmenting Bank that is not an existing Bank shall be subject to the prior written approval of the Administrative Agent (which approvals shall not be unreasonably withheld or delayed), and the Borrower and each Augmenting Bank that is not an existing Bank shall execute such documentation as the Administrative Agent shall reasonably specify to evidence such Augmenting Bank’s Commitment and/or its status as a Bank hereunder. Any such increase may be made in an amount that is less than the increase requested by the Borrower if the Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Banks. The Borrower and the Administrative Agent shall execute an amendment to Exhibit “H” evidencing the revised Commitments.

Increase in Commitments. (a) The Borrower may may, from time to time, on any Business Day prior to the date that is six (6) months prior to the Termination Date, with the written consent of the Administrative Agent (such consent not to be unreasonably withheld, conditioned or delayed), increase the aggregate amount of the Commitments by written notice delivering a commitment amount increase request substantially in the form attached hereto as Exhibit H or in such other form acceptable to the Administrative Agent elect to request at least five (x5) Business Days (or such shorter period of time as the Administrative Agent may reasonably consent) prior to the Revolving Termination Date, an desired effective date of such increase to (the existing Revolving Commitments under “Commitment Amount Increase”) identifying one or more additional Lenders (or additional Commitments for existing Lender(s) or by a combination of existing Lenders and additional Lenders) and the amount of its Commitment (or additional amount of its Commitment(s)); provided, however, that (i) the aggregate amount of the Revolving Facilities Commitments shall not be increased by an amount in excess of $250,000,000, (“Increased Revolving Commitment”ii) and/or (y) the establishment of one or more new term loan Commitments (each, an “Incremental Term Loan Commitment”) any Commitment Amount Increase shall be in an amount not less than $100,000,000 individually 10,000,000, (iii) no Default or Event of Default shall have occurred and be continuing at the time of the effective date of the Commitment Amount Increase, and (iv) all representations and warranties contained in Section 6 hereof shall be true and correct in all material respects (where not already qualified by materiality or Material Adverse Effect, otherwise in all respects) on the effective date of such Commitment Amount Increase (except to the extent such representations and warranties relate to an earlier date, in which case they are true and correct in all material respects (where not already qualified by materiality or Material Adverse Effect, otherwise in all respects) as of such earlier date). The effective date of the Commitment Amount Increase shall be as set forth in the related commitment amount increase request. Upon the effectiveness thereof, the new Lender(s) (or, if applicable, existing Lender(s)) shall advance Loans in an amount not to exceed the sum of (A) the Shared Incremental Amount and (B) an amount of Incremental Term Loans or Increased Revolving Commitments sufficient such that the Senior Secured Leverage Ratio is no more than 3.50 to 1.00 as of the last day of the most recently ended period of four fiscal quarters of the Borrower for which financial statements are internally available, determined on the applicable Increase Effective Date, after giving effect to any its advance each Lender shall have outstanding its Percentage of Loans. It shall be a condition to such incurrence on a Pro Forma Basis, and, in each case, with respect to any Increased Revolving Commitments, assuming a borrowing of the maximum amount of Loans available thereunder, and excluding the cash proceeds of any such Incremental Term Loans or Increased Revolving Commitments (provided that, for the avoidance of doubt, any Incremental Term Loans or Increased Revolving Commitments incurred or issued pursuant to clause (B) on any Increase Effective Date on which the Senior Secured Leverage Ratio test in this clause (B) is met shall remain authorized pursuant to clause (B) if such Senior Secured Leverage Ratio test is not met as of any subsequent date). Each such notice shall specify effectiveness that (i) if any Eurodollar Loans are outstanding on the date (eachof such effectiveness, an “Increase Effective Date”) on which Borrower proposes that the increased or new Commitments such Eurodollar Loans shall be effective, which deemed to be prepaid on such date and the Borrower shall be a date not fewer than 10 Business Days after the date on which such notice is delivered pay any amounts owing to the Administrative Agent Lenders pursuant to Section 1.11 hereof and (ii) the identity of each Assignee to whom Borrower proposes shall not have previously terminated any portion of such increased or new the Commitments be allocated pursuant to Section 1.12 hereof. The Borrower agrees to pay any reasonable and documented out-of-pocket expenses of the Administrative Agent relating to any Commitment Amount Increase and arrangement fees related thereto as agreed upon in writing between Administrative Agent and the amounts of Borrower. Notwithstanding anything herein to the contrary, (x) no Lender shall have any obligation to increase its Commitment and no Lender’s Commitment shall be increased without its consent thereto, and each Lender may at its option, unconditionally and without cause, decline to increase its Commitment, (y) such allocations; provided that declining Lender shall have no consent right with respect to such Commitment Amount Increase, and (z) any existing new Lender approached shall be acceptable to provide all or a portion the Administrative Agent (to the extent the consent of the increased Administrative Agent would be required in connection with an assignment to such new Lender under Section 12.12(a)(iii) hereof) with such consent not to be unreasonably withheld or new Commitments may elect or declinedelayed. Upon the effectiveness thereof, in its sole discretion, to provide such increased or new Commitment; provided, further, that any existing Lender that does not respond Schedule 1 shall be deemed amended to reflect the Commitment Amount Increase and the new Lender (or, if applicable, existing Lender) shall advance Loans in an amount sufficient such that after giving effect to its Loans each Lender shall have declined to provide such increased or new Commitmentoutstanding its Percentage of all Loans outstanding under the Commitments.

Increase in Commitments. The Borrowers shall have the right at any time after Term Loan Availability Termination Date and (a) The Borrower may by written notice to the Administrative Agent elect to request (x) prior to the Revolving Termination Date, an increase to request increases in the existing Revolving Commitments under one or more aggregate amount of the Revolving Facilities Commitments, (b) prior to the Term A Loan Maturity Date, to request the making of additional Term A Loans (“Increased Additional Term A Loans”) and (c) prior to the Term B Loan Maturity Date, to request the making of additional Term B Loans (“Additional Term B Loans” and, collectively with the Additional Term A Loans, “Additional Term Loans”), in each case, by the Borrower Representative providing written notice (which may be by telecopy or electronic mail) to the Administrative Agent, which notice shall be irrevocable once given; provided, however, that after giving effect to any increase in the Revolving Commitments and the making of any Additional Term Loans, the aggregate amount of the Revolving Commitments and the aggregate outstanding principal amount of Term Loans shall not exceed $4,500,000,000 less (i) the amount of any voluntary reductions of the Revolving Commitments made pursuant to Section 2.13. and (ii) the amount of any optional prepayments of the Term Loans pursuant to Section 2.9. Additional Term Loans shall be subject to the same terms and conditions of this Agreement that are applicable to all other Term Loans. Each such increase in the Revolving Commitments must be in an aggregate minimum amount of $100,000,000 and integral multiples of $50,000,000 in excess thereof. Each such request to make Additional Term Loans must be in an aggregate minimum amount of $25,000,000 and integral multiples of $5,000,000 in excess thereof (or such other amounts as may be acceptable to the Administrative Agent and the Borrowers). The Administrative Agent, in consultation with the Borrower Representative, shall manage all aspects of the syndication of such increase in the Revolving Commitments or making of Additional Term Loans, as applicable, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase in the Revolving Commitments or the making of Additional Term Loans, as applicable, and the allocations of the increase in the Revolving Commitments or making of Additional Term Loans, as applicable, among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to increase its Revolving Commitment or provide a new Revolving Commitment or make an Additional Term Loan, and any new Lender becoming a party to this Agreement in connection with any such requested increase in the Revolving Commitments or the making of Additional Term Loans, as applicable, must be an Eligible Assignee. If a new Revolving Lender becomes a party to this Agreement, or if any existing Lender is increasing its Revolving Commitment or making an initial Revolving Commitment”, such Lender shall on the date it becomes a Revolving Lender hereunder (or in the case of an existing Revolving Lender, increases its Revolving Commitment) and/or (yand as a condition thereto) purchase from the establishment other Revolving Lenders its Revolving Commitment Percentage or, in the case of one or more new term loan a Revolving Lender increasing its Revolving Commitment, the amount of the increase in its Revolving Commitment Percentage (determined with respect to the Revolving Lenders’ respective Revolving Commitments (eachand after giving effect to the increase of Revolving Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Revolving Lenders, in same day funds, an “Incremental Term Loan Commitment”) in an amount not less than $100,000,000 individually and in an amount not equal to exceed the sum of (A) the Shared Incremental Amount and portion of the outstanding principal amount of such Revolving Loans to be purchased by such Revolving Lender, plus (B) an the aggregate amount of Incremental Term Loans or Increased payments previously made by the other Revolving Commitments such Lenders under Section 2.4.(j) that the Senior Secured Leverage Ratio is no more than 3.50 have not been repaid, plus (C) interest accrued and unpaid to 1.00 and as of the last day such date on such portion of the most recently ended period of four fiscal quarters of the Borrower for which financial statements are internally available, determined on the applicable Increase Effective Date, after giving effect to any such incurrence on a Pro Forma Basis, and, in each case, with respect to any Increased Revolving Commitments, assuming a borrowing of the maximum outstanding principal amount of Loans available thereundersuch Revolving Loans. The Borrowers jointly and severally agree to pay to the Revolving Lenders amounts payable, and excluding the cash proceeds if any, to such Revolving Lenders under Section 4.4. as if such purchase were a prepayment of any such Incremental Revolving Loans. Effecting the increase of the Revolving Commitments or the making of Additional Term Loans under this Section is subject to the following conditions precedent: (x) no Default or Increased Event of Default shall be in existence on the effective date of such increase in the Revolving Commitments or the making of such Additional Term Loans, (provided thaty) the representations and warranties made or deemed made by any Borrower or any other Loan Party in any Loan Document to which such Borrower or such other Loan Party is a party shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, for the avoidance of doubt, any Incremental Term Loans in which case such representation or Increased Revolving Commitments incurred or issued pursuant to clause (Bwarranty shall be true and correct in all respects) on any Increase Effective Date the effective date of such increase with the same force and effect as if made on which the Senior Secured Leverage Ratio test in this clause (B) is met shall remain authorized pursuant to clause (B) if such Senior Secured Leverage Ratio test is not met and as of any subsequent such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall have been true and correct in all respects) on and as of such earlier date). Each such notice ) and except for changes in factual circumstances specifically and expressly permitted hereunder, and (z) the Administrative Agent shall specify have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the date Administrative Agent, copies certified by the Secretary or Assistant Secretary of all corporate, partnership or other necessary action taken by the Borrowers to authorize such increase in the Revolving Commitments or the borrowing of Additional Term Loans, as applicable; (each, ii) an “Increase Effective Date”) on which Borrower proposes that opinion of counsel to the increased or new Commitments shall be effective, which shall be a date not fewer than 10 Business Days after the date on which such notice is delivered Borrowers and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; (iiiii) in the identity case of each Assignee an increase in the Revolving Commitments, new Revolving Notes executed by the Borrowers, payable to whom Borrower proposes any portion new Revolving Lenders and replacement Revolving Notes executed by the Borrowers, payable to any existing Revolving Lenders increasing their Revolving Commitments, in the amount of such increased or Revolving Lender’s Revolving Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the Revolving Commitments (in each case unless any such Revolving Lender requests not to receive such a Note); and (iv) in the case of the making of Additional Term Loans, new Commitments be allocated Term Notes executed by the Borrowers, payable to any new Term Loan Lenders and replacement Term Notes executed by the amounts Borrowers, payable to any existing Term Loan Lenders increasing their Term Loans, in the amount of such allocations; provided that Term Loan Lender’s Term Loan (in each case unless any existing such Term Loan Lender approached requests not to provide all or receive such a portion Note). In connection with any increase in the aggregate amount of the increased Revolving Commitments or new Commitments the making of any Additional Term Loans pursuant to this Section, any Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may elect or decline, reasonably request and (2) in its sole discretion, to provide such increased or new Commitment; provided, further, that the case of any existing Lender that does not respond is organized under the laws of a jurisdiction outside of the United States of America, provide to the Administrative Agent, each Issuing Bank and each Swingline Lender, its name, address, tax identification number and/or such other information as shall be deemed necessary for the Administrative Agent to have declined to provide such increased or new Commitmentcomply with “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Act.

Increase in Commitments. (a) The Borrower may by written notice to the Administrative Agent elect to request (xin writing) Incremental Commitments in an aggregate amount not to exceed, in the aggregate, the greater of (i) $500,000,000 (minus the aggregate principal amount of all Indebtedness issued pursuant to Section 8.2(n) after the 2011 Restatement Date but on or prior to the Revolving Termination Datedate of such request, an increase to the existing Revolving Commitments under one or more of the Revolving Facilities (“Increased Revolving Commitment”) and/or (y) the establishment of one or more new term loan Commitments (each, an “Incremental Term Loan Commitment”) in an amount not less than $100,000,000 individually and in an amount but not to exceed be reduced by the sum of (A) the Shared Incremental Amount and (B) an aggregate principal amount of Incremental Term Loans or Increased Revolving Commitments such that the Senior Secured Leverage Ratio is no more than 3.50 to 1.00 as of the last day of the most recently ended period of four fiscal quarters of the Borrower for which financial statements are internally available, determined on the applicable Increase Effective Date, after giving effect to any such incurrence on a Pro Forma Basis, and, in each case, with respect to any Increased Revolving Commitments, assuming a borrowing of the maximum amount of Loans available thereunder, and excluding the cash proceeds of any such Incremental Term Loans Loans, or Increased Revolving Commitments (provided that, for the avoidance of doubt, any Incremental Term Loans or Increased Revolving Commitments incurred or Indebtedness issued pursuant to clause Section 8.2(n), the proceeds of which are applied to the refinancing of all or any portion of the Tranche B Term Loans) and (Bii) on any Increase Effective Date on which an amount such that the Consolidated Senior Secured Leverage Ratio test in this clause (B) is met shall remain authorized pursuant to clause (B) if such Senior Secured Leverage Ratio test is not met as of any subsequent date). Each such notice shall specify (i) for the date (each, an “Increase Effective Date”) on Borrower’s most recently ended four full Fiscal Quarters for which Borrower proposes that the increased or new Commitments shall be effective, which shall be a date not fewer than 10 Business Days after internal financial statements are available immediately preceding the date on which such notice additional Indebtedness is delivered incurred would have been no greater than 3.0 to 1, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional secured Indebtedness had been incurred at the beginning of such four-Fiscal Quarter period, in increments of (x) no less than $75,000,000 (or such lesser amount if the remaining available Incremental Commitment pursuant to this Section 2.4 is less than $75,000,000) at any one time with respect to Incremental Term Loans and (y) no less than $5,000,000 (or such lesser amount if the remaining available Incremental Commitment pursuant to this Section 2.4 is less than $5,000,000) at any one time with respect to Incremental Revolving Loans, from one or more Incremental Lenders (approved by the Administrative Agent if such Incremental Lender is not already a Revolving Lender and is to be a Revolving Lender after the effective date of the applicable Incremental Commitment Agreement, which approval shall not be unreasonably withheld, conditioned or delayed) willing to provide such Incremental Commitments. Requests for such Incremental Commitments may be, at the Borrower’s option, for Incremental Revolving Loans (at any time prior to the later of the (i) Revolving Termination Date and (ii) the identity latest Extended Revolving Termination Date, if any) and/or Incremental Term Loans. In the event the Borrower shall request Incremental Term Loans, such request shall set forth (i) the amount of the Incremental Term Loans being requested, (ii) the date on which such Incremental Term Loans are requested to be made, (iii) any requested differences between the Incremental Term Loans and the existing Tranche B-3 Term Loans (which shall not be effective until set forth in an executed Incremental Commitment Agreement executed by the Group Members and each Assignee applicable Incremental Lender), provided, that in any event (A) the Weighted Average Life to whom Borrower proposes any portion Maturity of all Incremental Term Loans shall be no shorter than the Weighted Average Life to Maturity of the Tranche B-3 Term Loans at the time of the borrowing of such increased Incremental Term Loan, and (B) the Maturity Date of any Incremental Term Loans shall be no shorter than the final maturity of the Tranche B-3 Term Loans, and (iv) whether such Incremental Term Loans are to have the same yield (taking into account the interest rate margin and after giving effect to all upfront fees or new Commitments be allocated and similar fees on original issue discount (“OID”) as to the amounts of Tranche B-1 Term Loans or whether such allocationsIncremental Term Loans are to have a different yield than the Tranche B-1 Term Loans (“Other Term Loans”); provided that that, if the yield in respect of any existing Lender approached to provide all or a portion of Other Term Loan exceeds the increased or new Commitments may elect or declineyield for the Tranche B-1 Term Loans by more than 0.25%, in its sole discretionthe Applicable Margin for the Tranche B-1 Term Loans and, to provide such increased or new Commitment; providedif applicable, further, that any existing Lender that does not respond shall be deemed to have declined to provide such increased or new Commitment.the Tranche

Increase in Commitments. (a) The Borrower may may, on any Business Day prior to the Termination Date, with the written consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed), increase the aggregate amount of the Commitments by written notice delivering a Commitment Amount Increase Request substantially in the form attached hereto as Exhibit D or in such other form acceptable to the Administrative Agent elect to request at least five (x5) Business Days prior to the Revolving Termination Datedesired effective date of such increase (the "Commitment Amount Increase") identifying an additional Bank (or additional Commitments for existing Bank(s)) and the amount of its Commitment (or additional amount of its Commitment(s)); PROVIDED, an HOWEVER, that (i) any increase to the existing Revolving Commitments under one or more of the Revolving Facilities aggregate amount of the Commitments to an amount in excess of $600,000,000 will require the approval of all the Banks, (“Increased Revolving Commitment”ii) and/or (y) any increase of the establishment aggregate amount of one or more new term loan the Commitments (each, an “Incremental Term Loan Commitment”) shall be in an amount not less than $100,000,000 individually 15,000,000, (iii) no Default or Event of Default shall have occurred and be continuing at the time of the request or the effective date of the Commitment Amount Increase and (iv) all representations and warranties contained in Section 6 hereof shall be true and correct at the time of such request and on the effective date of such Commitment Amount Increase. The effective date of the Commitment Amount Increase shall be agreed upon by the Borrower and the Administrative Agent. Upon the effectiveness thereof, the new Bank(s) (or, if applicable, existing Bank(s)) shall advance Loans in an amount not to exceed the sum of (A) the Shared Incremental Amount and (B) an amount of Incremental Term Loans or Increased Revolving Commitments sufficient such that the Senior Secured Leverage Ratio is no more than 3.50 to 1.00 as of the last day of the most recently ended period of four fiscal quarters of the Borrower for which financial statements are internally available, determined on the applicable Increase Effective Date, after giving effect to any its Loans each Bank shall have outstanding its Percentage of Loans. It shall be a condition to such incurrence on a Pro Forma Basis, and, in each case, with respect to any Increased Revolving Commitments, assuming a borrowing of the maximum amount of Loans available thereunder, and excluding the cash proceeds of any such Incremental Term Loans or Increased Revolving Commitments (provided that, for the avoidance of doubt, any Incremental Term Loans or Increased Revolving Commitments incurred or issued pursuant to clause (B) on any Increase Effective Date on which the Senior Secured Leverage Ratio test in this clause (B) is met shall remain authorized pursuant to clause (B) if such Senior Secured Leverage Ratio test is not met as of any subsequent date). Each such notice shall specify effectiveness that (i) if any Eurocurrency Loans are outstanding on the date (eachof such effectiveness, an “Increase Effective Date”) on which Borrower proposes that the increased or new Commitments such Eurocurrency Loans shall be effective, which deemed to be prepaid on such date and the Borrower shall be a date not fewer than 10 Business Days after the date on which such notice is delivered pay any amounts owing to the Administrative Agent Banks pursuant to Section 1.12 hereof and (ii) the identity of each Assignee to whom Borrower proposes shall not have terminated any portion of such increased or new the Commitments be allocated and the amounts of such allocations; provided that pursuant to Section 1.13 hereof. The Borrower agrees to pay any existing Lender approached to provide all or a portion reasonable expenses of the increased or Administrative Agent relating to any Commitment Amount Increase. Promptly upon the effectiveness of any Commitment Amount Increase, the Borrower, if requested by any new Commitments may elect or declineBank, in shall execute and deliver new Notes to each requesting Bank. Notwithstanding anything herein to the contrary, no Bank shall have any obligation to increase its sole discretion, to provide such increased or new Commitment; provided, further, that any existing Lender that does not respond Commitment and no Bank's Commitment shall be deemed increased without its consent thereto, and each Bank may at its option, unconditionally and without cause, decline to have declined to provide such increased or new increase its Commitment.

Increase in Commitments. (a) The Borrower may request, on one or more occasions, by written notice (an “Incremental Borrowing Notice”) to the Administrative Agent elect to request (x) prior for further distribution to the Revolving Termination Lenders) at any time after the Closing Date and prior the Latest Maturity Date, an increase to the existing Revolving Commitments under incur one or more Incremental Term Loan Facilities or Incremental Revolving Credit Facilities (collectively, “Incremental Facilities”) or increase the aggregate amount of the Revolving Facilities (“Increased Revolving Commitment”) and/or (y) the establishment of Facility from one or more new term loan Commitments (each, an “Incremental Term Loan Commitment”Lenders or Incremental Revolving Credit Lenders, as applicable, which may include any existing Lender or an Additional Lender (each of which shall be entitled to agree or decline to participate in its sole discretion) in an aggregate amount not less than $100,000,000 individually and in an amount for all such requests not to exceed the sum of (Aw) $50.0 million, plus (x) the Shared Incremental Amount and (B) an amount of all voluntary prepayments of the Term Loans pursuant to Section 2.13(a), plus (y) the amount of all reductions of Revolving Commitments pursuant to Section 2.12(c), plus (z) additional amounts so long as after giving effect to the incurrence of the Loans in respect of such Incremental Term Loans or Increased Loan Commitments and/or Incremental Revolving Credit Commitments such that (assuming the Senior Secured Leverage Ratio full amount thereof is no more than 3.50 to 1.00 as of the last day of the most recently ended period of four fiscal quarters of the Borrower for which financial statements are internally available, determined on the applicable Increase Effective Date, drawn) and after giving effect to any Acquisition that may be consummated in connection therewith, the Leverage Ratio (calculated on a Pro Forma Basis) shall not be greater than 3.85 to 1.00; provided that (a) no commitment of any Lender may be increased without consent of such incurrence Lender, and the existing Lenders will be afforded the opportunity to provide all or part of such Incremental Facility, (b) no Default or Event of Default exists immediately before or after giving effect thereto, (c) Borrower shall be in compliance with the covenants set forth in Section 7.07, calculated on a Pro Forma Basis immediately before or after giving effect thereto, (d) after giving pro forma effect to such incurrence, the Leverage Ratio, calculated on a Pro Forma Basis, andshall not be greater than 0.25 to 1.00 less than the Leverage Ratio then applicable pursuant to Section 7.07(a), (e) any Incremental Facility that is an increase in the aggregate amount of the Revolving Facility shall be on the same terms and pursuant to the same documentation as the existing Revolving Facility, (f) the yield applicable to any Incremental Facility that is an increase in the aggregate amount of the Revolving Facility shall be equal to the corresponding yield on the existing Revolving Facility (calculated for such Incremental Facility and existing Revolving Facility inclusive of any original issue discount and/or upfront fee percentage paid to all Lenders under the Revolving Facility, but exclusive of any arrangement, underwriting or similar fee), (g) the yield applicable to any Incremental Facility that is an additional term loan facility shall not be more than 0.50% higher than the yield on the corresponding existing facility (calculated for both such Incremental Facility and the corresponding existing facility inclusive of any “LIBOR Floor” (if applicable), original issue discount and/or upfront fees paid to all Lenders under such existing facility, but exclusive of any arrangement, underwriting or similar fee paid), unless the yield with respect to the existing facility is increased by an amount equal to or greater than the difference between the yield with respect to the Incremental Facility and the corresponding yield on such existing facility minus 0.50% (for purposes of determining the difference in “yield” as to such Incremental Facility and the corresponding existing facility, yield shall be calculated by adding the difference with respect to such Incremental Facility and such corresponding existing facility of each of the following: (i) Applicable Term Loan Margin, (ii) “LIBOR Floor”, which shall be equated to yield by taking the difference of (A) the “LIBOR Floor” of such facility and (B) the three-month Adjusted Eurodollar Rate as of a date ten business days prior to the closing of such Incremental Facility and (iii) original issue discount and/or upfront fees, which shall be equated to yield by dividing such original issue discount and/or upfront fee percentage (as of the date such facility was funded, in each case), with respect by four (provided that for purposes of calculating the yield related to any Increased Revolving Commitments, assuming a borrowing the original issue discount and/or upfront fee percentage of the maximum amount Incremental Facilities, if the weighted average life to maturity of Loans available thereunderthe Incremental Facility is shorter than four years, the actual weighted average life to maturity); provided, that the yield determined by summing clauses (i), (ii) and excluding (iii) above shall be rounded (up or down, as the cash proceeds case may be) to the nearest 25 basis points (e.g., 0.25%, 0.50%, 0.75%, etc), (h) the maturity of any Incremental Facility that is an additional term loan facility or additional revolving facility shall not be earlier than the maturity date for such Incremental Term Loans or Increased Revolving Commitments (provided thatcorresponding existing facility, for the avoidance of doubt, any Incremental Term Loans or Increased Revolving Commitments incurred or issued pursuant to clause (B) on any Increase Effective Date on which the Senior Secured Leverage Ratio test in this clause (B) is met shall remain authorized pursuant to clause (B) if such Senior Secured Leverage Ratio test is not met as of any subsequent date). Each such notice shall specify (i) the date weighted average life to maturity of any Incremental Facility that is an additional term loan facility shall not be shorter than that of the existing Term Loan facility, (eachj) all other terms of such Incremental Facility that is an additional term loan facility or additional revolving facility, an “Increase Effective Date”if not consistent with the terms of the corresponding existing facility (A) on which Borrower proposes that the increased or new Commitments shall be effective, which as mutually agreed upon between Borrower and the lenders providing such Incremental Facility and (B) shall not be more restrictive in any material respect than the terms of the corresponding existing facility unless Lenders under the corresponding existing facility also receive the benefit of such more restrictive terms (without any consent being required) and (k) Incremental Facilities shall be requested in minimum amounts of $5 million or a date not fewer than 10 Business Days after higher multiple of $1 million. Each Incremental Borrowing Notice shall set forth (i) the amount of the Incremental Term Loan Commitments or Incremental Revolving Credit Commitments being requested, (ii) the date on which such notice is delivered Incremental Term Loan Commitments or Incremental Revolving Credit Commitments are requested to become effective (which shall not be less than five Business Days nor more than 60 days after the date of Incremental Borrowing Notice, unless otherwise agreed to by the Administrative Agent) and (iii) whether such Incremental Term Loan Commitments, if any, are to be Term Commitments or commitments to make term loans with terms different from the Term Loans (“Other Term Loans”). The proceeds of each Incremental Facility may be used to finance working capital needs and for general corporate purposes. Notwithstanding anything contained herein to the Administrative Agent contrary, it is acknowledged and (ii) agreed that all Incremental Revolving Credit Commitments, if any, are to be Revolving Commitments and based on the identity of each Assignee to whom Borrower proposes any portion of such increased or new terms and conditions set forth herein for Revolving Commitments be allocated and the amounts of such allocations; provided 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; provided, further, that any existing Lender that does not respond shall be deemed to have declined to provide such increased or new CommitmentRevolving Loans.

Increase in Commitments. (a) The Borrower may by written notice shall have the right at any time and from time to time after the Administrative Agent elect to request (x) Closing Date and prior to the Revolving Termination Date, an increase date that is thirty (30) days prior to the existing Revolving Commitments under one Facility Termination Date to increase the Aggregate Commitment (each such proposed increase being a “Commitment Increase”), either by having a Lender increase its Commitment then in effect (each an “Increasing Lender”) or more by adding as a Lender with a new Commitment hereunder a Person which is not then a Lender (each an “Assuming Lender”), in each case with the approval of the Revolving Facilities Administrative Agent, each LC Issuer and the Swingline Lender (“Increased Revolving Commitment”) and/or (y) the establishment of one or more new term loan Commitments (each, an “Incremental Term Loan Commitment”) in an amount not less than $100,000,000 individually and in an amount such approval not to exceed be unreasonably withheld), which notice shall specify the sum name of (A) each Increasing Lender and/or Assuming Lender, as applicable, the Shared Incremental Amount and (B) an amount of Incremental Term Loans the Commitment Increase and the portion thereof being assumed by each such Increasing Lender or Increased Revolving Commitments Assuming Lender, and the date on which such increase is to be effective (the “Commitment Increase Date”), which shall be a Business Day at least three (3) Business Days after delivery of such notice; provided that no Lender shall have 41 12604453v 1 24740.000 246 any obligation hereunder to become an Increasing Lender and any election to do so shall be in the Senior Secured Leverage Ratio is no more than 3.50 to 1.00 as sole discretion of the last day each Lender; provided further that: (i) any such request for a Commitment Increase shall be in a minimum amount of the most recently ended period $10,000,000 or a higher integral multiple of four fiscal quarters of the Borrower for which financial statements are internally available, determined on the applicable Increase Effective Date, $1,000,000; (ii) immediately after giving effect to any such incurrence on a Pro Forma BasisCommitment Increase, and, in each case, with respect to any Increased Revolving Commitments, assuming a borrowing the Aggregate Commitment shall not exceed $150,000,000 and the aggregate amount of all Commitment Increases shall not exceed $50,000,000; (iii) the sum of the maximum amount increases in Commitments of Loans available thereunderthe Increasing Lenders and the new Commitments of the Assuming Lenders shall not exceed the requested Commitment Increase; (iv) no Default or Unmatured Default shall have occurred and be continuing on the applicable Commitment Increase Date or shall result from any Commitment Increase; and (v) the representations and warranties contained in Article 5 (other than in Section 5.5) shall be true on and as of the Commitment Increase Date as if made on and as of such date (or, and excluding the cash proceeds of if any such Incremental Term Loans or Increased Revolving Commitments (provided that, for the avoidance of doubt, any Incremental Term Loans or Increased Revolving Commitments incurred or issued pursuant representation and warranty is expressly stated to clause (B) on any Increase Effective Date on which the Senior Secured Leverage Ratio test in this clause (B) is met shall remain authorized pursuant to clause (B) if such Senior Secured Leverage Ratio test is not met have been made as of any subsequent a specified date, as of such specific date). Each such notice shall specify (i) the date (each, an “Increase Effective Date”) on which Borrower proposes that the increased or new Commitments shall be effective, which shall be a date not fewer than 10 Business Days after the date on which such notice is delivered to the Administrative Agent and (ii) the identity of each Assignee to whom Borrower proposes any portion of such increased or new Commitments be allocated and the amounts of such allocations; provided 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; provided, further, that any existing Lender that does not respond shall be deemed to have declined to provide such increased or new Commitment.

Increase in Commitments. (a) The Borrower may shall have the right, at any time and from time to time after January 31, 2013 by written notice to and in consultation with the Administrative Agent elect Agent, to request (x) prior to the Revolving Termination Date, an increase to in the existing aggregate Revolving Commitments under Credit Commitment (but the aggregate outstanding principal amount of Letter of Credit Advances and Undrawn Amounts shall not be increased and shall in no event exceed $35,000,000) (each such requested increase, a “Commitment Increase”), by having one or more of the existing Banks increase their respective Revolving Facilities (“Increased Revolving Commitment”) and/or (y) the establishment of one or more new term loan Credit Commitments then in effect (each, an “Incremental Term Loan CommitmentIncreasing Bank”), by adding as a Bank with a new Revolving Credit Commitment hereunder one or more Persons that are not already Banks (each, an “Additional Bank”), or a combination thereof provided that (i) any such request for a Commitment Increase shall be in an amount not less than $100,000,000 individually and in an amount not to exceed the sum of (A) the Shared Incremental Amount and (B) an a minimum amount of Incremental Term Loans or Increased Revolving Commitments such that the Senior Secured Leverage Ratio is no more than 3.50 to 1.00 as of the last day of the most recently ended period of four fiscal quarters of the Borrower for which financial statements are internally available$5,000,000, determined on the applicable Increase Effective Date, (ii) immediately after giving effect to any Commitment Increase, (y) the aggregate Revolving Credit Commitments shall not exceed $75,000,000 and (z) the aggregate of all Commitment Increases effected shall not exceed $40,000,000, (iii) no Default shall have occurred and be continuing on the applicable Commitment Increase Date (as hereinafter defined) or shall result from any Commitment Increase, (iv) immediately after giving effect to any Commitment Increase (including any Revolving Credit Borrowings in connection therewith and the application of the proceeds thereof), the Borrower shall be in compliance with the covenants contained in Article V, (v) subject to the terms of (vi), the Borrower may invite an Additional Bank to provide a Commitment Increase subject to the Agent’s consent to such incurrence on Additional Bank in writing which consent may not be unreasonably withheld; and (vi) the Borrower shall give the existing Banks the right of first refusal for participating in any such Commitment Increase by providing such notice to the Agent fifteen (15) Domestic Business Days before making a Pro Forma Basisrequest to any Person that is not already a Bank. An existing Bank shall have priority over Additional Banks to participate in such requested Commitment Increase if such existing Bank provides written notice of its election to participate within fifteen (15) Domestic Business Days of such existing Bank’s receipt of such notice. Such notice from the Borrower shall specify the requested amount of the Commitment Increase. No Bank shall have any obligation to become an Increasing Bank. Any fees paid by the Borrower for a Commitment Increase to an Increasing Bank, andan Additional Bank, or the Agent shall be for their own account and shall be in an amount, if any, mutually agreed upon by each such party and the Borrower, in each case, with respect to any Increased Revolving Commitments, assuming a borrowing of the maximum amount of Loans available thereunder, and excluding the cash proceeds of any such Incremental Term Loans or Increased Revolving Commitments (provided that, for the avoidance of doubt, any Incremental Term Loans or Increased Revolving Commitments incurred or issued pursuant to clause (B) on any Increase Effective Date on which the Senior Secured Leverage Ratio test in this clause (B) is met shall remain authorized pursuant to clause (B) if such Senior Secured Leverage Ratio test is not met as of any subsequent date). Each such notice shall specify (i) the date (each, an “Increase Effective Date”) on which Borrower proposes that the increased or new Commitments shall be effective, which shall be a date not fewer than 10 Business Days after the date on which such notice is delivered to the Administrative Agent and (ii) the identity of each Assignee to whom Borrower proposes any portion of such increased or new Commitments be allocated and the amounts of such allocations; provided that any existing Lender approached to provide all or a portion of the increased or new Commitments may elect or decline, in its party’s sole discretion, to provide such increased or new Commitment; provided, further, that any existing Lender that does not respond shall be deemed to have declined to provide such increased or new Commitment.

Increase in Commitments. (a) The Borrower may may, from time to time, on any Business Day prior to the Termination Date, increase the aggregate amount of the Commitments by written notice delivering a commitment amount increase request substantially in the form attached hereto as Exhibit H or in such other form acceptable to the Administrative Agent elect to request at least five (x5) Business Days prior to the Revolving Termination Date, an desired effective date of such increase to (the existing Revolving Commitments under “Commitment Amount Increase”) identifying one or more additional Lenders (or additional Commitments for existing Lender(s) or by a combination of existing Lenders and additional Lenders) and the amount of its Commitment (or additional amount of its Commitment(s)); provided, however, that (i) the aggregate amount of the Revolving Facilities Commitments shall not be increased by an amount in excess of $70,000,000,100,000,000, (“Increased Revolving Commitment”ii) and/or (y) the establishment of one or more new term loan Commitments (each, an “Incremental Term Loan Commitment”) any Commitment Amount Increase shall be in an amount of not less than $100,000,000 individually 10,000,000, (iii) no Default or Event of Default shall have occurred and be continuing at the time of the request or the effective date of the Commitment Amount Increase, and (iv) all representations and warranties contained in Section 6 hereof shall be true and correct in all material respects where not already qualified by materiality or Material Adverse Effect, otherwise in all respects at the time of such request and on the effective date of such Commitment Amount Increase (except to the extent such representations and warranties relate to an earlier date, in which case they are true and correct in all material respects where not already qualified by materiality or Material Adverse Effect, otherwise in all respects as of such date). The effective date of the Commitment Amount Increase shall be as set forth in the related commitment amount increase request. Upon the effectiveness thereof, the new Lender(s) (or, if applicable, existing Lender(s)) shall advance Loans in an amount not to exceed the sum of (A) the Shared Incremental Amount and (B) an amount of Incremental Term Loans or Increased Revolving Commitments sufficient such that the Senior Secured Leverage Ratio is no more than 3.50 to 1.00 as of the last day of the most recently ended period of four fiscal quarters of the Borrower for which financial statements are internally available, determined on the applicable Increase Effective Date, after giving effect to any its advance each Lender shall have outstanding its Percentage of Loans. It shall be a condition to such incurrence on a Pro Forma Basis, and, in each case, with respect to any Increased Revolving Commitments, assuming a borrowing of the maximum amount of Loans available thereunder, and excluding the cash proceeds of any such Incremental Term Loans or Increased Revolving Commitments (provided that, for the avoidance of doubt, any Incremental Term Loans or Increased Revolving Commitments incurred or issued pursuant to clause (B) on any Increase Effective Date on which the Senior Secured Leverage Ratio test in this clause (B) is met shall remain authorized pursuant to clause (B) if such Senior Secured Leverage Ratio test is not met as of any subsequent date). Each such notice shall specify effectiveness that (i) if any Eurodollar Loans are outstanding on the date (eachof such effectiveness, an “Increase Effective Date”) on which Borrower proposes that the increased or new Commitments such Eurodollar Loans shall be effective, which deemed to be prepaid on such date and the Borrower shall be a date not fewer than 10 Business Days after the date on which such notice is delivered pay any amounts owing to the Administrative Agent Lenders pursuant to Section 1.11 hereof and (ii) the identity of each Assignee to whom Borrower proposes shall not have previously terminated any portion of such increased or new the Commitments be allocated pursuant to Section 1.12 hereof. The Borrower agrees to pay any reasonable and documented, out-of-pocket expenses of the Administrative Agent relating to any Commitment Amount Increase and arrangement fees related thereto as agreed upon in writing between Administrative Agent and the amounts of such allocations; provided that Borrower. Notwithstanding anything herein to the contrary, no Lender shall have any existing Lender approached obligation to provide all or a portion of the increased or new Commitments may elect or decline, in increase its sole discretion, to provide such increased or new Commitment; provided, further, that any existing Lender that does not respond Commitment and no Lender’s Commitment shall be deemed increased without its consent thereto, and each Lender may at its option, unconditionally and without cause, decline to have declined to provide such increased or new increase its Commitment.

Increase in Commitments. (a) The Any Borrower may by written notice to the Administrative Agent elect to request (x) prior to the Revolving Termination Date, an increase to the existing Revolving Commitments under add one or more of the Revolving Facilities (“Increased Revolving Commitment”) and/or (y) the establishment of one or more new incremental term loan Commitments facilities hereunder (each, an “Incremental Term Facility”; the commitments thereunder are referred to as “Incremental Term Loan CommitmentCommitments” and loans pursuant thereto “Incremental Term Loans”) and/or increase the Revolving Commitments (any such increase, an “Incremental Revolving Increase”; the commitments thereunder are referred to as “Incremental Revolving Commitments” and loans pursuant thereto “Incremental Revolving Loans”); the Incremental Term Facilities and the Incremental Revolving Increases are collectively referred to as “Incremental Facilities”); provided that the (1) total aggregate amount for all such Incremental Facilities after the Amendment No. 2 Effective Date (assuming, for the purposes of determining each of clauses (A) and (B), in an the case of any Incremental Revolving Increase, the full amount thereof is drawn) shall not less than $100,000,000 individually and in an amount not to (as of any date of incurrence thereof) exceed the sum of (A) the Shared Incremental Amount $450,000,000500,000,000 and (B) an amount such that, subject to Section 1.03(e), at the time of Incremental Term Loans or Increased Revolving Commitments such that incurrence and after giving effect thereto on a pro forma basis the Senior Secured Leverage Ratio is (calculated assuming (i) no more than 3.50 to 1.00 as of the last day of the most recently ended period of four fiscal quarters of the Borrower for which financial statements are internally available, determined on the applicable Increase Effective Date, after giving effect to any such incurrence on a Pro Forma Basis, and, in each case, with respect to any Increased Revolving Commitments, assuming a borrowing of the maximum amount of Loans available thereunder, and excluding the cash proceeds of any such Incremental Term Loans or Increased Revolving Commitments Facility shall be considered Unrestricted Cash and (provided that, for the avoidance of doubt, ii) any Incremental Term Loans or Increased Revolving Commitments amounts incurred or issued pursuant to under clause (A) concurrently with amounts incurred under clause (B) on any Increase Effective Date on which will not count as Indebtedness for the Senior purposes of calculating the Secured Leverage Ratio test in this clause (B) at such time) is met less than or equal to 3.00 to 1.00 and (2) the total aggregate amount for each Incremental Facility shall remain authorized not be less than a minimum principal amount of $25,000,000 or, if less, the remaining amount permitted pursuant to the foregoing clause (B) if such Senior Secured Leverage Ratio test is not met as of any subsequent date1). Each such notice shall specify (ix) the date (each, an “Increase Effective Date”) on which such Borrower proposes that the increased or new Commitments Incremental Facility shall be effective, which shall be a date not fewer less than 10 five Business Days after the date on which such notice is delivered to the Administrative Agent and (iiy) the identity of each Eligible Assignee to whom such Borrower proposes any portion of such increased or new Commitments Incremental Facility be allocated and the amounts of such allocations; provided that any existing Lender approached to provide all or a portion of the increased or new Commitments Incremental Facility may elect or decline, in its sole discretion, to provide such increased or new Commitment; providedportion of the Incremental Facility. Notwithstanding the foregoing, further, that any existing Lender that does not respond no such notice shall be deemed required in connection with the Incremental Revolving Increase provided pursuant to have declined to provide such increased or new CommitmentAmendment No. 1.

Increase in Commitments. (a) The Borrower may At any time and from time to time the Company may, on the terms set forth below, increase the aggregate amount of the Revolving Credit Commitments to an amount not to exceed $450,000,000 by written notice delivering a Commitment Amount Increase Request substantially in the form attached hereto as Exhibit O or in such other form reasonably acceptable to the Administrative Agent elect to request at least three (x3) Business Days prior to the desired effective date of such increase (the “Commitment Amount Increase”) identifying an additional Bank (or additional Revolving Termination DateCredit Commitments for existing Bank(s)), the amount of its Revolving Credit Commitment (or additional amount of its Revolving Credit Commitment(s)); provided, however, that (i) any additional Bank must be an Eligible Assignee, (ii) any increase to of the existing Revolving Commitments under one or more aggregate amount of the Revolving Facilities (“Increased Revolving Commitment”) and/or (y) the establishment of one or more new term loan Credit Commitments (each, an “Incremental Term Loan Commitment”) shall be in an amount not less than $100,000,000 individually 25,000,000, (iii) no Potential Default or Event of Default shall have occurred and be continuing at the time of the request or the effective date of the Commitment Amount Increase, and (iv) all representations and warranties contained in Section 5 hereof shall be true and correct at the time of such request and on the effective date of such Commitment Amount Increase. The effective date of the Commitment Amount Increase shall be agreed upon by the Company and the Agent. Upon the effectiveness of any increase of the Revolving Credit Commitments the new Bank(s) (or, if applicable, existing Bank(s)) shall advance Revolving Credit Loans in an amount not to exceed the sum of (A) the Shared Incremental Amount and (B) an amount of Incremental Term Loans or Increased Revolving Commitments sufficient such that the Senior Secured Leverage Ratio is no more than 3.50 to 1.00 as of the last day of the most recently ended period of four fiscal quarters of the Borrower for which financial statements are internally available, determined on the applicable Increase Effective Date, after giving effect to its Revolving Credit Loans each Bank shall have outstanding its Commitment Percentage of Revolving Credit Loans. It shall be a condition to the effectiveness of any such incurrence on a Pro Forma Basis, and, in each case, with respect to any Increased Revolving Commitments, assuming a borrowing increase of the maximum amount of Loans available thereunder, and excluding the cash proceeds of any such Incremental Term Loans or Increased Revolving Credit Commitments (provided that, for the avoidance of doubt, any Incremental Term Loans or Increased Revolving Commitments incurred or issued pursuant to clause (B) on any Increase Effective Date on which the Senior Secured Leverage Ratio test in this clause (B) is met shall remain authorized pursuant to clause (B) if such Senior Secured Leverage Ratio test is not met as of any subsequent date). Each such notice shall specify that (i) if any Eurodollar Loans are outstanding under the Revolving Credit on the date (eachof such effectiveness, an “Increase Effective Date”) on which Borrower proposes that the increased or new Commitments such Eurodollar Loans shall be effective, which deemed to be prepaid on such date and the Borrowers shall be a date not fewer than 10 Business Days after the date on which such notice is delivered pay any amounts owing to the Administrative Agent and Banks pursuant to Section 9.4 hereof, (ii) the identity of each Assignee to whom Borrower proposes Borrowers shall not have terminated any portion of such increased or new the Revolving Credit Commitments be allocated and pursuant to the amounts Section 3.6 hereof at any time during the six month period ending on the effective date of such allocations; provided that any existing Lender approached requested Commitment Amount Increase. The Borrowers agree to provide all or a portion pay any reasonable out-of-pocket expenses of the increased or Agent relating to any Commitment Amount Increase. Promptly upon the effectiveness of any Commitment Amount Increase, the Company shall execute and deliver new Revolving Notes in the amount of any additional Bank’s Revolving Credit Commitment. Notwithstanding anything herein to the contrary, no Bank shall have any obligation to increase any of its Revolving Credit Commitments may elect or decline, in its sole discretion, to provide such increased or new Commitment; provided, further, that any existing Lender that does not respond and no Bank’s Revolving Credit Commitment shall be deemed increased without its consent thereto, and each Bank may at its option, unconditionally and without cause, decline to have declined to provide such increased or new increase its Revolving Credit Commitment.

Increase in Commitments. (a) The Borrower may at any time or from time to time after the Effective Date, by written notice to the Administrative Agent elect (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (x) prior to the Revolving Termination Date, an increase to the existing Revolving Commitments under one or more new commitments which may be of the same Class as any outstanding Term Loans (a “Term Loan Increase”) or a new Class of Term Loans (collectively with any Term Loan Increase, the “Incremental Term Loans”), or (y) one or more increases in the amount of the Revolving Facilities Commitments (each such increase, a “Increased Revolving CommitmentCommitment Increase”, together with any Incremental Term Loans, referred to herein as an “Incremental Facility”), provided that (i) and/or at the time of each such request and upon the effectiveness of each Incremental Facility, (x) no Default or Event of Default has occurred and is continuing or would result therefrom (except, notwithstanding the requirements of Section 4.02, at the option of the Borrower in connection with an acquisition, in lieu of such condition, (A) no Event of Default shall be continuing at the time of execution of the applicable contract or agreement for such acquisition and (B) no Event of Default under Sections 7.01(a), (b), (h) or (i) shall be continuing at the time of making such acquisition)) and (y) the establishment condition in Section 4.02(b) shall be satisfied (except, notwithstanding the requirements of one or more new term loan Commitments (eachSection 4.02, an “Incremental Term Loan Commitment”) in an amount not less than $100,000,000 individually and in an amount not to exceed at the sum of (A) the Shared Incremental Amount and (B) an amount of Incremental Term Loans or Increased Revolving Commitments such that the Senior Secured Leverage Ratio is no more than 3.50 to 1.00 as of the last day of the most recently ended period of four fiscal quarters option of the Borrower for which financial statements are internally available, determined on the applicable Increase Effective Date, after giving effect to any such incurrence on a Pro Forma Basis, andin connection with an acquisition, in each caselieu of such condition, with respect to any Increased Revolving Commitments, assuming a borrowing of the maximum amount of Loans available thereunder, and excluding the cash proceeds of any such Incremental Term Loans or Increased Revolving Commitments (provided that, for the avoidance of doubt, any Incremental Term Loans or Increased Revolving Commitments incurred or issued pursuant to clause (B) on any Increase Effective Date on which the Senior Secured Leverage Ratio test in this clause (B) is met shall remain authorized pursuant to clause (B) if such Senior Secured Leverage Ratio test is not met as of any subsequent date). Each such notice shall specify (i) the date (each, an “Increase Effective Date”) on which Borrower proposes that the increased or new Commitments representations shall be effectivelimited to the Specified Representations (as defined in the Existing Credit Agreement, which shall be conformed as reasonably necessary for such acquisition to provide for certainty of funding in connection with such transaction)), (ii) no Lender shall be obligated to provide an Incremental Facility as a date not fewer than 10 Business Days after result of any such request by the date on which Borrower, and until such notice is time, if any, as such Lender has agreed in its sole discretion to provide an Incremental Facility and executed and delivered to the Administrative Agent and the Borrower an Incremental Facility Agreement as provided in clause (c) of this Section 2.23, such Lender shall not be 66 59562397_5 LEGAL_US_E # 113892680.8124105178.14 obligated to fund any Incremental Facility, (iii) any Lender may so provide an Incremental Facility without the consent of any other Lender, (iv) Incremental Facilities shall be denominated in dollars, (v) the Incremental Loan Commitment Requirements shall have been satisfied, and (vi) the provision of Incremental Facilities pursuant to this Section 2.23 on a given date pursuant to a particular Incremental Facility Agreement shall be in a minimum aggregate amount of $5,000,000 (provided that such amount may be less than $5,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence). Notwithstanding anything to the contrary herein, the aggregate amount of the Incremental Facilities shall not exceed the sum of (the “Incremental Cap”): (i) $75,000,000 plus (ii) an amount so long as, in the identity case of each Assignee to whom Borrower proposes this clause (ii), the First Lien Net Leverage Ratio would not exceed 0.24.25:1.00 below the First Lien Net Leverage Ratio on the First Amendment Effective Date, calculated at the time of incurrence on a pro forma basis after giving effect thereto and the application of the proceeds thereof, and assuming any portion such Incremental Facility is secured on a first lien basis, whether or not so secured (and, in the case of any Revolving Commitment Increase, assuming a full drawing of such increased or new Commitments be allocated and the amounts Revolving Commitment Increase). The amount of such allocations; provided that Incremental Facility together with any existing Lender approached to provide all or a portion of Incremental Equivalent Debt shall not exceed the increased or new Commitments may elect or decline, in its sole discretion, to provide such increased or new Commitment; provided, further, that any existing Lender that does not respond shall be deemed to have declined to provide such increased or new CommitmentIncremental Cap.

Increase in Commitments. (i) At any time, the Company (on behalf of itself and the other Borrowers) may request that the Aggregate Commitment be increased by an aggregate principal amount not in excess of $250,000,000; provided that, without the prior written consent of the Required Lenders, (a) The the Aggregate Commitment shall at no time exceed $900,000,000 minus the aggregate amount of all reductions in the Aggregate Commitment previously made pursuant to Section 2.5(a); (b) the Company shall not be entitled to make more than one such request during any calendar year; and (c) each such request shall be in a minimum amount of at least $50,000,000 and increments of $5,000,000 in excess thereof, and shall be in an amount such that the aggregate principal amount of Loans to a Dutch Borrower may which are purchased by a Proposed New Lender (other than a Proposed New Lender which is a Professional Market Party) pursuant to Section 2.5(b)(ii) shall not be less than the equivalent in Dollars (calculated on the basis of the Spot Rate of the Administrative Agent as of the date of such purchase) of €100,000 in respect of each Dutch Borrower which then has outstanding borrowings hereunder. Such request shall be made in a written notice given to the Administrative Agent and the Lenders by the Company not less than twenty (20) Business Days prior to the proposed effective date of such increase, which notice (a “Commitment Increase Notice”) shall specify the amount of the proposed increase in the Aggregate Commitment and the proposed effective date of such increase. In the event of such a Commitment Increase Notice, each of the Lenders shall be given the opportunity to participate in the requested increase ratably in proportions that their respective Commitments bear to the Aggregate Commitment. No Lender shall have any obligation to increase its Commitment pursuant to a Commitment Increase Notice. On or prior to the date that is fifteen (15) Business Days after receipt of the Commitment Increase Notice, each Lender shall submit to the Administrative Agent a notice indicating the maximum amount by which it is willing to increase its Commitment in connection with such Commitment Increase Notice (any such notice to the Administrative Agent elect being herein a “Lender Increase Notice”). Any Lender which does not submit a Lender Increase Notice to request (x) the Administrative Agent prior to the Revolving Termination Dateexpiration of such fifteen (15) Business Day period shall be deemed to have denied any increase in its Commitment. In the event that the increases of Commitments set forth in the Lender Increase Notices exceed the amount requested by the Company in the Commitment Increase Notice, an increase the Administrative Agent and each Arranger shall have the right, in consultation with the Company, to allocate the amount of increases necessary to meet the Company’s Commitment Increase Notice. In the event that the increases of Commitments set forth in the Lender Increase Notices are less than the amount requested by the Company, not later than three (3) Business Days prior to the existing Revolving Commitments under one or more proposed effective date the Company may notify the Administrative Agent of the Revolving Facilities any financial institution that shall have agreed to become a “Lender” party hereto (a “Increased Revolving Commitment”) and/or (y) the establishment of one or more new term loan Commitments (each, an “Incremental Term Loan CommitmentProposed New Lender”) in an connection with the Commitment Increase Notice. Any Proposed New Lender shall be consented to by the Administrative Agent (which consent shall not be unreasonably withheld). If the Company shall not have arranged any Proposed New Lender(s) to commit to the shortfall from the Lender Increase Notices, then the Company shall be deemed to have reduced the amount not less than $100,000,000 individually of its Commitment Increase Notice to the aggregate amount set forth in the Lender Increase Notices. Based upon the Lender Increase Notices, any allocations made in connection therewith and any notice regarding any Proposed New Lender, if applicable, the Administrative Agent shall notify the Company and the Lenders on or before the Business Day immediately prior to the proposed effective date of the amount of each Lender’s and Proposed New Lenders’ Commitment (the “Effective Commitment Amount”) and the amount of the Aggregate Commitment, which amounts shall be effective on the following Business Day. Any increase in an amount not the Aggregate Commitment shall be subject to exceed the sum of following conditions precedent: (A) the Shared Incremental Amount Company shall have obtained the consent thereto of each Guarantor and its reaffirmation of the Loan Document(s) executed by it, which consent and reaffirmation shall be in writing and in form and substance reasonably satisfactory to the Administrative Agent, (B) an amount of Incremental Term Loans or Increased Revolving Commitments such that the Senior Secured Leverage Ratio is no more than 3.50 to 1.00 as of the last day date of the most recently ended period of four fiscal quarters Commitment Increase Notice and as of the Borrower for which financial statements are internally available, determined on the applicable Increase Effective Date, after giving effect to any such incurrence on a Pro Forma Basis, and, in each case, with respect to any Increased Revolving Commitments, assuming a borrowing proposed effective date of the maximum amount increase in the Aggregate Commitment all representations and warranties shall be true and correct in all material respects as though made on such date and no event shall have occurred and then be continuing which constitutes a Default or Unmatured Default, (C) the Borrowers, the Administrative Agent and each Proposed New Lender or Lender that shall have agreed to provide a “Commitment” in support of Loans available thereundersuch increase in the Aggregate Commitment shall have executed and delivered a “Commitment and Acceptance” substantially in the form of Exhibit L hereto, and excluding the cash proceeds of any such Incremental Term Loans or Increased Revolving Commitments (provided that, D) counsel for the avoidance of doubt, any Incremental Term Loans or Increased Revolving Commitments incurred or issued pursuant Company and for the Guarantors shall have provided to clause (B) on any Increase Effective Date on which the Senior Secured Leverage Ratio test Administrative Agent supplemental opinions in this clause (B) is met shall remain authorized pursuant to clause (B) if such Senior Secured Leverage Ratio test is not met as of any subsequent date). Each such notice shall specify (i) the date (each, an “Increase Effective Date”) on which Borrower proposes that the increased or new Commitments shall be effective, which shall be a date not fewer than 10 Business Days after the date on which such notice is delivered form and substance reasonably satisfactory to the Administrative Agent and (iiE) the identity Borrowers and the Proposed New Lender shall otherwise have executed and delivered such other instruments and documents as may be required under Article V or that the Administrative Agent shall have reasonably requested in connection with such increase. If any fee shall be charged by the Lenders in connection with any such increase, such fee shall be in accordance with then prevailing market conditions, which market conditions shall have been reasonably documented by the Administrative Agent to the Company. Upon satisfaction of the conditions precedent to any increase in the Aggregate Commitment, the Administrative Agent shall promptly advise the Company and each Assignee to whom Borrower proposes any portion Lender of the effective date of such increased increase. Upon the effective date of any increase in the Aggregate Commitment that is supported by a Proposed New Lender, such Proposed New Lender shall be a party to this Agreement as a Lender and shall have the rights and obligations of a Lender hereunder and thereunder. Nothing contained herein shall constitute, or new Commitments be allocated and the amounts of such allocations; provided 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; provided, further, that any existing Lender that does not respond shall otherwise be deemed to have declined be, a commitment on the part of any Lender to provide such increased or new Commitmentincrease its Commitment hereunder at any time.

Increase in Commitments. (a) The Borrower may by written notice to the Administrative Agent elect to request (x) prior to the Revolving Termination Date, an increase to the existing Revolving Commitments under add one or more of the Revolving Facilities (“Increased Revolving Commitment”) and/or (y) the establishment of one or more new incremental term loan Commitments facilities hereunder (each, an “Incremental Term Facility”; the commitments thereunder are referred to as “Incremental Term Loan CommitmentCommitments” and loans pursuant thereto “Incremental Term Loans”) and/or increase commitments under the Revolving Facility (any such increase, an “Incremental Revolving Increase”; the commitments thereunder are referred to as “Incremental Revolving Commitments” and loans pursuant thereto “Incremental Revolving Loans”; the Incremental Term Facilities and the Incremental Revolving Increases are collectively referred to as “Incremental Facilities”); provided that the total aggregate amount for all such Incremental Facilities (assuming, in the case of any Incremental Revolving Increase, the full amount thereof is drawn) shall not (as of any date of incurrence thereof) exceed (x) immediately after giving effect to the incurrence of the 2016 Incremental Facilities on the Restatement Effective Date, $60,000,000 (plus, to the extent utilized to effect an Incremental Revolving Increase, $20,000,000), plus (y) an amount not less than $100,000,000 individually and in an amount not equal to exceed the sum of all voluntary prepayments of Term Loans made pursuant to Section 2.09(a), plus (A) the Shared Incremental Amount and (Bz) an additional unlimited amount so long as, after giving effect to the incurrence of such Incremental Facility (excluding the cash proceeds of any Incremental Term Loans or Increased for purposes of netting and, in the case of any Incremental Revolving Commitments such that Increase, assuming the Senior full amount thereof is fully drawn), the Secured Leverage Ratio is no more than 3.50 to 1.00 Ratio, determined on a Pro Forma Basis as of the last day of the most recently ended period of four fiscal quarters of the Borrower Test Period for which financial statements are internally availablewere required to have been delivered pursuant to Section 6.01 (or, determined on if no Test Period has passed, as of the applicable Increase Effective Date, after giving effect to any such incurrence on a Pro Forma Basis, andlast four quarters ended), in each case, with respect as if such Incremental Facility (and Revolving Loans in an amount equal to any Increased Revolving Commitments, assuming a borrowing of the maximum full amount of Loans available thereunder, and excluding the cash proceeds of any such Incremental Term Loans Revolving Increase) had been outstanding on the last day of such four-quarter period, shall not exceed 2.50 to 1.00, with the Borrower electing whether such Incremental Facility have been incurred (in whole or Increased Revolving Commitments in part) under clauses (provided thatx) (including the parenthetical thereunder), for (y) and/or (z) in its sole discretion; provided, however, that the avoidance Secured Leverage Ratio compliance test set forth in the foregoing clause (z) shall be deemed waived with respect to the incurrence of doubtthe 2016 Incremental Facilities on the Restatement Effective Date. Each Class of Incremental Facility incurred under this Section 2.15 shall be in an aggregate principal amount that is not less than $10,000,000 (or, any Incremental Term Loans or Increased Revolving Commitments if incurred or issued pursuant to the parenthetical to clause (Bx) on any Increase Effective Date on which in the Senior Secured Leverage Ratio test in this clause (B) is met shall remain authorized pursuant to clause (B) if such Senior Secured Leverage Ratio test is not met as of any subsequent dateimmediately preceding sentence, $5,000,000). Each such notice shall specify (ix) the date (each, an “Increase Effective Date”) on which the Borrower proposes that the increased or new Commitments Incremental Facility shall be effective, which shall be a date not fewer less than 10 five (5) Business Days after the date on which such notice is delivered to the Administrative Agent and (iiy) the identity of each Eligible Assignee to whom the Borrower proposes any portion of such increased or new Commitments Incremental Facility be allocated and the amounts of such allocations; provided that any existing Lender approached to provide all or a portion of the increased or new Commitments Incremental Facility may elect or decline, in its sole discretion, to provide such increased or new Commitment; provided, further, that any existing Lender that does not respond shall be deemed to have declined to provide such increased or new Commitmentportion of the Incremental Facility.

Increase in Commitments. (a) The Borrower may by written Upon notice to the Administrative Agent elect to request (x) prior to which shall promptly notify the Lenders), the Borrower may request: additional Term Commitments and/or additional Revolving Termination Date, an increase to the existing Revolving Commitments under one or more of the Revolving Facilities (“Increased Revolving Commitment”) and/or (y) the establishment of one or more new term loan Credit Commitments (each, an a “Incremental Term Loan CommitmentCommitment Increase”) in an amount not less than $100,000,000 individually pursuant to any Commitment Increase and in an amount not to exceed the sum of (A) the Shared Incremental Amount and (B) an amount of Incremental Term Loans or Increased Revolving Commitments such Joinder Agreement; provided that the Senior Secured Leverage Ratio is no more than 3.50 to 1.00 as of the last day of the most recently ended period of four fiscal quarters of the Borrower for which financial statements are internally available, determined on the applicable Increase Effective Date, after giving effect to any such incurrence on a Pro Forma Basisaddition, andthe aggregate amount of all additional Term Commitments and additional Revolving Credit Commitments that have been added pursuant to this Section 2.16(a) shall not exceed the sum of (i) after the Second Amendment Effective Date, $375,000,000, (ii) (A) in each case, with respect to the case of any Increased Revolving Commitments, assuming a borrowing Commitment Increase that effectively extends the maturity of any Tranche of the maximum amount of Loans available thereunder, and excluding the cash proceeds of any such Incremental existing Term Loans or Increased Revolving Commitments Credit Facility, an amount equal to such Term Loan or Revolving Credit Facility replaced with such Commitment Increase and (provided thatB) in the case of any Commitment Increase that effectively replaces any Revolving Credit Commitment terminated under Section 3.09 or Section 11.01(f), for an amount equal to the avoidance portion of doubtthe relevant terminated Revolving Credit Commitments, (iii) the amount of any Incremental voluntary prepayments of the Term Loans or Increased any permanent reduction of the Revolving Credit Commitments incurred or issued pursuant (to clause the extent not financed with the proceeds of long-term Indebtedness) and (Biv) on any , (iv) an amount not in excess of an amount such that, after giving effect to the relevant Commitment Increase Effective Date on which the Senior Secured Leverage Ratio test in this clause (B) is met shall remain authorized pursuant to clause (BA) if such Senior Secured Commitment Increase is secured by a Lien on the Collateral that is pari passu with the Lien securing the Facilities, the First Lien Leverage Ratio test is not met as of any subsequent date). Each such notice shall specify (i) the date (each, an “Increase Effective Date”) on which Borrower proposes that the increased or new Commitments shall be effective, which shall be a date not fewer than 10 Business Days after the date on which such notice is delivered to the Administrative Agent and (ii) the identity of each Assignee to whom Borrower proposes any portion of such increased or new Commitments be allocated and the amounts of such allocations; provided 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; provided, further, that any existing Lender that does not respond shall be deemed to have declined to provide such increased or new Commitment.exceed 3.50:1.00, or

Increase in Commitments. (a) The Borrower may by written notice to the Administrative Agent elect to request (x) may, on any Business Day prior to the Revolving Termination Date, an with the written consent of the Agent, increase the aggregate amount of the Commitments by delivering a Commitment Amount Increase Request substantially in the form attached hereto as Exhibit D or in such other form acceptable to the Agent at least five (5) Business Days prior to the desired effective date of such increase (the “Commitment Amount Increase”) identifying an additional Bank (or additional Commitment for an existing Revolving Commitments under one Bank) and the amount of its Commitment (or more additional amount of its Commitment); provided, however, that (i) any increase of the Revolving Facilities aggregate amount of the Commitments to an amount in excess of $25,000,000 will require the approval of the Required Lenders, (“Increased Revolving Commitment”ii) and/or (y) any increase of the establishment aggregate amount of one or more new term loan the Commitments (each, an “Incremental Term Loan Commitment”) shall be in an amount not less than $100,000,000 individually 10,000,000 for an additional Bank and $1,000,000 for an existing Bank, (iii) no Default or Event of Default shall have occurred and be continuing at the time of the request or the effective date of the Commitment Amount Increase and (iv) all representations and warranties contained in Section 6 hereof shall be true and correct at the time of such request and on the effective date of such Commitment Amount Increase. The effective date of the Commitment Amount Increase shall be agreed upon by the Borrower and the Agent. Upon the effectiveness thereof, the new Bank(s) (or, if applicable, existing Bank(s)) shall advance Loans in an amount not to exceed the sum of (A) the Shared Incremental Amount and (B) an amount of Incremental Term Loans or Increased Revolving Commitments sufficient such that the Senior Secured Leverage Ratio is no more than 3.50 to 1.00 as of the last day of the most recently ended period of four fiscal quarters of the Borrower for which financial statements are internally available, determined on the applicable Increase Effective Date, after giving effect to any such incurrence on a Pro Forma Basis, and, in its advance each case, with respect to any Increased Revolving Commitments, assuming a borrowing Bank shall have outstanding its pro rata share of the maximum amount of outstanding Loans available thereunder, and excluding the cash proceeds of any in proportion to its Commitment. It shall be a condition to such Incremental Term Loans or Increased Revolving Commitments (provided that, for the avoidance of doubt, any Incremental Term Loans or Increased Revolving Commitments incurred or issued pursuant to clause (B) on any Increase Effective Date on which the Senior Secured Leverage Ratio test in this clause (B) is met shall remain authorized pursuant to clause (B) if such Senior Secured Leverage Ratio test is not met as of any subsequent date). Each such notice shall specify effectiveness that (i) if any Eurodollar Loans are outstanding under the Revolving Credit on the date (eachof such effectiveness, an “Increase Effective Date”) on which Borrower proposes that the increased or new Commitments such Eurodollar Loans shall be effective, which deemed to be prepaid on such date and the Borrower shall be a date not fewer than 10 Business Days after the date on which such notice is delivered pay any amounts owing to the Administrative Agent Bank pursuant to Section 2.10 hereof and (ii) the identity of each Assignee to whom Borrower proposes shall not have terminated any portion of such increased or new the Commitments be allocated and the amounts of such allocations; provided that pursuant to Section 2.9 hereof. The Borrower agrees to pay any existing Lender approached to provide all or a portion reasonable expenses of the increased or new Commitments may elect or declineAgent relating to any Commitment Amount Increase. Notwithstanding anything herein to the contrary, in no Bank shall have any obligation to increase its sole discretion, to provide such increased or new Commitment; provided, further, that any existing Lender that does not respond Commitment and no Bank’s Commitment shall be deemed increased without its consent thereto, and each Bank may at its option, unconditionally and without cause, decline to have declined to provide such increased or new increase its Commitment.

Increase in Commitments. (a) The Borrower may shall have the right, at any time prior to the date that is one hundred eighty (180) days prior to the Termination Date by written notice to and in consultation with the Administrative Agent, the Multicurrency Agent, Swingline Lender and the Joint Lead Arrangers, to request an increase in the aggregate Commitments (each such requested increase, a “Commitment Increase”), by having one or more existing Lenders increase their respective Commitments then in effect (each, an “Increasing Lender”), by adding as a Lender with a new Commitment hereunder one or more Persons that are not already Lenders (each, an “Additional Lender”), or a combination thereof, provided that (i) any such request for a Commitment Increase shall be in a minimum amount of $5,000,000, (ii) immediately after giving effect to any Commitment Increase, (y) the aggregate Commitments shall not exceed $215,000,000 and (z) the aggregate of all Commitment Increases effected shall not exceed $50,000,000, (iii) in connection with any Commitment Increase, each Class of Commitments must be ratably increased, (iv) no Default or Event of Default shall have occurred and be continuing on the applicable Commitment Increase Date (as hereinafter defined) or shall result from any Commitment Increase, (v) immediately after giving effect to any Commitment Increase (including any Borrowings in connection therewith and the application of the proceeds thereof), the Borrower shall be in compliance with the covenants contained in Article V, (vi) no consent of any Lender to such Commitment Increase shall be required and no Lender shall be obligated to participate as a Lender in such Commitment Increase, and (vii) the Borrower shall give the existing Lenders the right of first refusal for participating in any such Commitment Increase by providing such notice to the Administrative Agent elect ten (10) Business Days before executing a commitment with any Person that is not already a Lender. An existing Lender shall have priority over Additional Lenders to request participate in such requested Commitment Increase if such existing Lender provides written notice of its election to participate within ten (x10) prior to Business Days of such existing Lender's receipt of such notice. Such notice from the Revolving Termination Date, an increase to Borrower shall specify the existing Revolving Commitments under one or more requested amount of the Revolving Facilities (“Increased Revolving Commitment”) and/or (y) Commitment Increase. No Lender shall have any obligation to become an Increasing Lender and any decision by a Lender to increase its Commitment shall be made in its sole discretion independently from any other Lender. Other than fees payable under the establishment of one or more new term loan Commitments (eachAdministrative Agent's Letter Agreement, an “Incremental Term Loan Commitment”) in an amount not less than $100,000,000 individually and in an amount not to exceed the sum of (A) the Shared Incremental Amount and (B) an amount of Incremental Term Loans or Increased Revolving Commitments such that the Senior Secured Leverage Ratio is no more than 3.50 to 1.00 as of the last day of the most recently ended period of four fiscal quarters of any letter agreement between the Borrower for which financial statements are internally available, determined on and the applicable Increase Effective Date, after giving effect to any such incurrence on a Pro Forma Basis, and, in each case, with respect to any Increased Revolving Commitments, assuming a borrowing of the maximum amount of Loans available thereunderMulticurrency Agent, and excluding the cash proceeds of any such Incremental Term Loans or Increased Revolving Commitments (provided that, for the avoidance of doubt, any Incremental Term Loans or Increased Revolving Commitments incurred or issued pursuant to clause (B) on any Increase Effective Date on which the Senior Secured Leverage Ratio test in this clause (B) is met shall remain authorized pursuant to clause (B) if such Senior Secured Leverage Ratio test is not met as of any subsequent date). Each such notice shall specify (i) the date (each, an “Increase Effective Date”) on which Borrower proposes that the increased or new Commitments shall be effectiveJoint Lead Arranger's Letter Agreement, which shall be paid in accordance with their terms, any fees paid by the Borrower for a date not fewer than 10 Business Days after the date on which such notice is delivered Commitment Increase to an Increasing Lender, an Additional Lender, the Administrative Agent Agent, the Multicurrency Agent, or BB&T and (ii) the identity of Fifth Third Bank, as joint lead arrangers, shall be for their own account and shall be in an amount, if any, mutually agreed upon by each Assignee to whom Borrower proposes any portion of such increased or new Commitments be allocated party and the amounts of such allocations; provided that any existing Lender approached to provide all or a portion of the increased or new Commitments may elect or declineBorrower, in its each party's sole discretion, to provide such increased or new Commitment; provided, further, that any existing Lender that does not respond shall be deemed to have declined to provide such increased or new Commitment.

Increase in Commitments. The Company shall have the right, so long as no Default or Event of Default shall have occurred and be continuing, without the consent of any Bank (except as described in clause (i) below) but with the consent of the Administrative Agent (which consent shall not be unreasonably withheld), at any time prior to the fifth year anniversary of the Effective Date, to increase the total aggregate amount of the Commitments hereunder by (a) The Borrower may by written notice adding a lender or lenders hereto with a Commitment or Commitments up to the Administrative Agent elect amount (or aggregate amount) of any such increase (which lender or lenders shall thereupon become `Banks' hereunder) and/or (b) enabling any Bank or Banks to request increase its (xor their) Commitment (or Commitments) up to the amount of any such increase; provided, however, that (i) in no event shall any Bank's Commitment be increased without the consent of such Bank, (ii) if any Committed Loans are outstanding hereunder on the date that any such increase is to become effective, the principal amount of all such Committed Loans shall on or prior to the Revolving Termination Dateeffectiveness of such increase, an increase to at the existing Revolving Commitments under one or more option of the Revolving Facilities (“Increased Revolving Commitment”) and/or (y) the establishment of one or more new term loan Commitments (eachCompany, an “Incremental Term Loan Commitment”) in an amount not less than $100,000,000 individually and in an amount not to exceed the sum of either (A) be repaid, together with accrued interest thereon and any costs incurred by any Bank in accordance with Section 2.15 (but all such Loans may, on the Shared Incremental Amount terms and conditions hereof, be reborrowed on the date that any such increase becomes effective pro rata among all of the Banks) or (B) an amount be converted into Negotiated Rate Loans with the same terms (including, without limitation, interest rate) and maturity of Incremental Term Loans or Increased Revolving Commitments such that the Senior Secured Leverage Ratio Committed Loans, (iii) if any Letter of Credit is no more than 3.50 to 1.00 as of the last day of the most recently ended period of four fiscal quarters of the Borrower for which financial statements are internally available, determined outstanding hereunder on the applicable Increase Effective Datedate that such increase is to become effective, appropriate arrangements shall be made so that, after giving effect to such increase, each Bank's Letter of Credit Exposure is equal to such Bank's Commitment Percentage of the Letter of Credit Exposure of all of the Banks (and, if such arrangements are not made, such increase may not be made), (iv) in no event shall any such incurrence on a Pro Forma Basis, and, increase result in each case, with respect to any Increased Revolving Commitments, assuming a borrowing the total aggregate amount of the maximum Commitments exceeding $1,500,000,000 and (v) no increase in Commitments contemplated by this Section 2.18 shall result in any one Bank hereunder having a Commitment in an amount which equals more than 20% of the aggregate amount of Loans available thereunder, all Commitments hereunder. The Company and excluding the cash proceeds of any such Incremental Term Loans or Increased Revolving Commitments (provided that, for the avoidance of doubt, any Incremental Term Loans or Increased Revolving Commitments incurred or issued pursuant to clause (B) on any Increase Effective Date on which the Senior Secured Leverage Ratio test in this clause (B) is met shall remain authorized pursuant to clause (B) if such Senior Secured Leverage Ratio test is not met as of any subsequent date). Each such notice shall specify (i) the date (each, an “Increase Effective Date”) on which Borrower proposes that the increased or new Commitments shall be effective, which shall be a date not fewer than 10 Business Days after the date on which such notice is delivered to the Administrative Agent and the Banks agree to use their best efforts to effectuate any such increase, subject to the terms and conditions set forth herein (ii) the identity including, without limitation, by execution and delivery of each Assignee to whom Borrower proposes any portion of such increased or new Commitments be allocated and the amounts of such allocations; provided 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; provided, further, that any existing Lender that does not respond shall be deemed to have declined to provide such increased or new Commitmentappropriate documentation).

Increase in Commitments. (a) The Borrower Borrowers may by written notice to the Administrative Agent elect to request (xi) prior to the Revolving Termination Date, an increase to the existing Revolving Commitments under one or more increases in the amount of the Revolving Facilities Revolver Commitments (an “Increased Revolving Incremental Revolver Commitment”) and/or existing DDTL Commitments (an “Incremental DDTL Commitment”) and/or (yii) the establishment of one or more new term loan Commitments commitments of Term Loans which may be of the same class as any existing Term Loans (each, an “Incremental Term Loan CommitmentIncrease”) or a new class of term loans (together with any Incremental Term Loan Increase, the “Incremental Term Loan Commitments” and, collectively with any Incremental Revolver Commitment and any Incremental DDTL Commitment, the “Incremental Commitments”), from time to time upon notice to Agent, as long as (a) the requested increase is in an a minimum amount not less than $100,000,000 individually and in an amount not equal to exceed the sum lesser of (Ai) $10,000,000, or (ii) the Shared Incremental Amount and (B) an amount of Incremental Term Loans or Increased Revolving Commitments such that the Senior Secured Leverage Ratio is no more than 3.50 to 1.00 as balance of the last day amount available under clause (c) of this Section, (b) the most recently ended period of four fiscal quarters of the Borrower for which financial statements Incremental Commitments are internally available, determined offered on the same terms as the existing Commitments, as applicable, except for fees which shall be determined by the Borrowers and the applicable Increase Effective Lenders, (c) from and after the Closing Date, Incremental Commitments do not exceed $400,000,000 in the aggregate, (d) with respect to any Incremental Revolver Commitment, no reduction in Revolver Commitments pursuant to Section 2.1.4 has occurred prior to the requested increase, (e) no Default or Event of Default shall exist immediately before and after giving pro forma effect to the incurrence of such proposed Incremental Commitments, (f) immediately before and immediately after giving effect to any such incurrence increase in Incremental Commitments, Borrowers’ Net Leverage Ratio is equal to or less than 6.00 to 1.00 on a Pro Forma Basispro forma basis, and(g) delivery of customary legal opinions if reasonably requested by the Lenders providing such increase, (h) the representations and warranties of the Obligors in the Loan Documentation being true and correct in all material respects (other than (i) with respect to any representations and warranties that are made as of an earlier date which shall be true and correct in all material respects as of such earlier date and (ii) any such representations or warranties qualified by materiality or “Material Adverse Effect” or similar language which shall be accurate in all respects after giving effect to such qualification) and (i) any Incremental Term Loan Commitments shall be subject to FIRREA compliance as determined by Agent; provided, however, in the case of any Incremental Commitments the proceeds of which will be applied to finance a Limited Condition Transaction, (x) the condition set forth in clause (e) above shall be limited to no Event of Default under Section 11.1(a) or Section 11.1(j) existing on and as of the date of effectiveness of such increase in Incremental Commitments, immediately after giving effect to such increase in Incremental Commitments, (y) the condition set forth in clause (h) above shall be limited to (1) Specified Representations being true and correct in all material respects on and as of the date of effectiveness of such increase in Incremental Commitments; provided that to the extent such Specified Representations expressly relate to an earlier date, such Specified Representations shall be true and correct in all material respects as of such earlier date and (2) Specified Acquisition Agreement Representations (if applicable) being true and correct in all material respects (or in all respects for such Specified Acquisition Agreement Representations are subject to materiality qualifiers) on and as of the date of effectiveness of such increase in Incremental Commitments; provided that, to the extent such Specified Acquisition Agreement Representations (if applicable) expressly relate to an earlier date, such Specified Acquisition Agreement Representations (if applicable) shall be true and correct in all material respects (or in all respects for such Specified Acquisition Agreement Representations are subject to materiality qualifiers) as of such earlier date but, in each case, only to the extent that the Borrowers have (or their applicable affiliate has) the right to terminate (taking into account any applicable cure provisions) their (or its) obligations under such acquisition agreement or the right to decline to consummate the applicable Acquisition, in each case, pursuant to the terms of such acquisition agreement, as a result of a breach of such representations in such acquisition agreement (in each case, in accordance with respect the terms thereto) without any liability to any Increased Revolving Commitments, assuming a borrowing of the maximum amount of Loans available thereunder, Borrowers (or it) and excluding the cash proceeds of any such Incremental Term Loans or Increased Revolving Commitments (provided that, z) for the avoidance of doubt, any Incremental Term Loans or Increased Revolving Commitments incurred or issued pursuant to the condition set forth in clause (Bf) on any Increase Effective Date on which the Senior Secured Leverage Ratio test in this clause (B) is met above shall remain authorized pursuant to clause (B) if such Senior Secured Leverage Ratio test is not met be tested as of any subsequent date). Each such notice shall specify (i) the date (each, an “Increase Effective Date”) on which Borrower proposes that the increased or new Commitments shall be effective, which shall be a date not fewer than 10 Business Days after the date on which such notice is delivered to the Administrative Agent and (ii) the identity of each Assignee to whom Borrower proposes any portion of such increased or new Commitments be allocated and the amounts of such allocations; provided that any existing Lender approached to provide all or a portion of the increased or new Commitments may elect or decline, LCT Test Date in its sole discretion, to provide such increased or new Commitmentaccordance with Section 1.5.1; provided, further, that any the Additional Lenders and the existing Lender that does not respond Lenders providing Incremental Commitments shall be deemed permitted to, in connection with any Incremental Commitment the proceeds of which will be applied to have declined finance a Limited Condition Transaction, waive (or not require the satisfaction of) in full or in part any of the conditions set forth in Section 6.2(b) (other than, in connection with a Limited Condition Transaction, the accuracy, to provide the extent required under Section 6.2(b), of any Specified Representations and Specified Acquisition Agreement Representations (if applicable) (as conformed to apply to such increased or new Commitmentacquisition, including giving effect to any certain funds conditions with respect to the Collateral)).

Increase in Commitments. (a) The Borrower may by written notice to At any time on or after the Administrative Agent elect to request (x) date hereof and prior to the Revolving Termination second anniversary of the Amendment Effective Date, an the Borrower shall have the right, so long as no Default or Event of Default shall have occurred and be continuing, in each case with the prior written consent of the Required Class A Lenders and the Required Class B Lenders, to increase the total aggregate amount of the Commitments hereunder by adding a new class of Commitments and (i) enabling any Lender or Lenders to increase its (or their) Commitment (or Commitments) by adding Commitments of such new class up to the existing Revolving Commitments under one amount of any such increase and/or (ii) subject to clause (b) below, adding a lender or more lenders hereto (the identity of which shall be subject to the consent of the Revolving Facilities Borrower and the Administrative Agent, which consent will not be unreasonably withheld) with a Commitment or Commitments of such class of up to the amount (or aggregate amount) of such increase (which lender or lenders shall become “Increased Revolving Commitment”) and/or (y) the establishment of one or more new term loan Commitments (each, an “Incremental Term Loan Commitment”) in an amount not less than $100,000,000 individually and in an amount not to exceed the sum of Lenders” hereunder); provided that: (A) in no event shall any Lender’s Commitment be increased without the Shared Incremental Amount and consent of such Lender, (B) any such increase shall be in an integral multiple of $5,000,000, (C) in no event shall any increase result in the total aggregate amount of Incremental Term Loans or Increased Revolving the Commitments such that the Senior Secured Leverage Ratio is no more than 3.50 to 1.00 as of the last day of the most recently ended period of four fiscal quarters of the Borrower for which financial statements are internally available, determined on the applicable Increase Effective Date, after (without giving effect to any such incurrence on prior reduction or termination thereof) exceeding $275,350,000 and (D) the Borrower shall pay any fee payable to a Pro Forma Basisnew Lender or a Lender increasing its Commitment, and, and reasonable and documented disbursements and other charges of counsel associated with the increase in each case, with respect to any Increased Revolving Commitments, assuming a borrowing the amount of the maximum amount of Loans available thereunder, and excluding the cash proceeds of any such Incremental Term Loans or Increased Revolving Commitments (provided that, for the avoidance of doubt, any Incremental Term Loans or Increased Revolving Commitments incurred or issued pursuant to clause (B) on any Increase Effective Date on which the Senior Secured Leverage Ratio test in this clause (B) is met shall remain authorized pursuant to clause (B) if such Senior Secured Leverage Ratio test is not met as of any subsequent date). Each such notice shall specify (i) the date (each, an “Increase Effective Date”) on which Borrower proposes that the increased or new Commitments shall be effective, which shall be a date not fewer than 10 Business Days after the date on which such notice is delivered to the Administrative Agent and (ii) the identity of each Assignee to whom Borrower proposes any portion of such increased or new Commitments be allocated and the amounts of such allocations; provided 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; provided, further, that any existing Lender that does not respond shall be deemed to have declined to provide such increased or new CommitmentCommitments.

Increase in Commitments. (a) The Borrower may by written So long as no Default or Event of Default has occurred and is continuing or would result therefrom, upon notice to the Administrative Agent elect to request (x) prior to Agent, at any time after the Revolving Termination Closing Date, an increase to the existing Revolving Commitments under Borrower may request one or more of the Revolving Facilities (“Increased Revolving Commitment”) and/or (y) the establishment of Additional Term Commitments or one or more new term loan Additional Revolving Credit Commitments (eachit being understood and agreed that (i) at the election of the Borrower, an “Incremental Term Loan Commitment”) such additional commitments in an amount not less than $100,000,000 individually and respect of any term loans may be implemented through the addition of additional new tranches of such loans instead of being implemented as increases in an amount not to exceed the sum of (A) the Shared Incremental Amount applicable Commitments and (Bii) an amount of Incremental Term Loans or Increased Revolving Commitments such that the Senior Secured Leverage Ratio is no more than 3.50 to 1.00 as of the last day of the most recently ended period of four fiscal quarters of if the Borrower for which financial statements are internally availablemakes such election, determined on the applicable Increase Effective Date, provisions of this Section shall be read in a manner that permits such election to be implemented); provided that (i) after giving effect to any such addition, the aggregate amount of Additional Term Commitments and Additional Revolving Credit Commitments that have been added pursuant to this Section 2.14 shall not exceed $300,000,000, (ii) any such addition 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 aggregate limit in respect of Additional Term Commitments and Additional Revolving Credit Commitments set forth in clause (i) to this proviso), (iii) the final maturity date of any Additional Term Loans shall be no earlier than the Latest Maturity Date, (iv) the Additional Term Loans shall have a Weighted Average Life to Maturity equal to or greater than the Term Loans outstanding prior to such proposed incurrence on a Pro Forma Basisof Additional Term Loans (the “Outstanding Term Loans”), and, in each case, (v) the Applicable Rate with respect to any Increased Revolving Commitments, assuming a borrowing Additional Term Loans shall be determined by the Borrower and the lenders of the maximum amount of Loans available thereunder, and excluding the cash proceeds of any such Incremental Additional Term Loans or Increased Revolving Commitments (provided that, for the avoidance of doubt, any Incremental Term Loans or Increased Revolving Commitments incurred or issued pursuant to clause (B) on any Increase Effective Date on which the Senior Secured Leverage Ratio test in this clause (B) is met shall remain authorized pursuant to clause (B) if such Senior Secured Leverage Ratio test is not met as of any subsequent date). Each such notice shall specify (i) the date (each, an “Increase Effective Date”) on which Borrower proposes that the increased or new Commitments shall be effective, which shall be a date not fewer than 10 Business Days after the date on which such notice is delivered to the Administrative Agent and (ii) the identity of each Assignee to whom Borrower proposes any portion of such increased or new Commitments be allocated and the amounts of such allocationsLoans; provided that in the event that the Applicable Rate for any existing Lender approached Additional Term Loans is greater than the Applicable Rate for the Outstanding Term Loans by more than 50 basis points, then the Applicable Rate for the Outstanding Term Loans shall be increased to provide all or the extent necessary so that the Applicable Rate for the Additional Term Loans is not more than 50 basis points higher than the Applicable Rate for the Outstanding Term Loans, and the Applicable Rate for the Revolving Credit Facility (including at each point in the grid) shall be increased by a portion of the increased or new Commitments may elect or decline, in its sole discretion, to provide such increased or new Commitmentlike amount; provided, further, that any existing Lender that does not respond that, in determining the Applicable Rate with respect to Additional Term Loans or Outstanding Term Loans pursuant to this clause (v), (x) original issue discount (“OID”) or upfront or similar fees (which shall be deemed to have declined constitute like amounts of OID) payable by the Borrower to provide the lenders providing such increased Additional Term Loans or new Commitmentsuch Outstanding Term Loans in the primary syndication thereof (with OID being equated to interest based on an assumed four-year life to maturity) shall be included, (y) customary arrangement or commitment fees payable to any lead arranger (or its affiliates) in connection with the Outstanding Term Loans or the Additional Term Loans shall be excluded, and (z) if the lowest permissible Eurodollar Rate is greater than 1.5% or the lowest permissible Base Rate is greater than 2.5% for such Additional Term Loans, the difference between such “floor” and 1.5%, in the case of Eurodollar Loans, or 2.5%, in the case of Base Rate Loans, shall be equated to an increase in the Applicable Rate for purposes of this clause (v), (vi) no Lender shall be required to participate in the Additional Term Commitments or the Additional Revolving Credit Commitments, (vii) subject to clause (iv), the amortization schedule applicable to the Additional Term Commitments shall be determined by the Borrower and the lenders thereof and (viii) the Additional Term Loans shall rank pari passu or junior in right of payment and of security with the Revolving Credit Loans and the Term Loans, in each case in this clause (viii) on terms reasonably satisfactory to the Administrative Agent.

Increase in Commitments. The Borrower shall have the right, so long as no Default or Event of Default shall have occurred and be continuing, without the consent of any Lender (except as described in clause (i) below) but with the consent of each Lead Agent (which consents shall not be unreasonably withheld), at any time prior to the fifth anniversary of the Closing Date, to increase the total amount of the Aggregate Commitments hereunder by (a) The Borrower may by written notice accepting the offer or offers of any Person or Persons (not then a Lender) constituting an Eligible Assignee to become a new Lender hereto with a Commitment or Commitments up to the amount (or aggregate amount) of any such increase and/or (b) accepting the offer of any existing Lender or Lenders to increase its (or their) Commitment (or Commitments) up to the amount of any such increase; provided, however, that (i) in no event shall any Lender's Commitment be increased without the consent of such Lender, (ii) if any Loans (other than Competitive Bid Loans) are outstanding hereunder on the date that any such increase is to become effective, the Administrative Agent elect to request (x) prior to shall make such transfers of funds as are necessary in order that the Revolving Termination Date, an increase to outstanding balance of such Loans reflect the existing Revolving Commitments under one or more Commitment Percentages of the Revolving Facilities (“Increased Revolving Commitment”) and/or (y) the establishment of one or more new term loan Commitments (each, an “Incremental Term Loan Commitment”) in an amount not less than $100,000,000 individually and in an amount not to exceed the sum of (A) the Shared Incremental Amount and (B) an amount of Incremental Term Loans or Increased Revolving Commitments such that the Senior Secured Leverage Ratio is no more than 3.50 to 1.00 as of the last day of the most recently ended period of four fiscal quarters of the Borrower for which financial statements are internally available, determined on the applicable Increase Effective Date, Lenders after giving effect to any increase pursuant to this Section 2.9, (iii) in no event shall the Aggregate Commitment hereunder be increased unless the Aggregate Commitment under the 364-Day Credit Agreement, if still in effect, is increased by a proportionate amount pursuant to the terms thereof and (iv) in no event shall any such incurrence on a Pro Forma Basis, and, increase result in each case, with respect to any Increased Revolving Commitments, assuming a borrowing the amount of the maximum amount of Loans available thereunder, and excluding Total Commitments exceeding $1,000,000,000. Any increase to the cash proceeds of any such Incremental Term Loans or Increased Revolving Commitments (provided that, for the avoidance of doubt, any Incremental Term Loans or Increased Revolving Commitments incurred or issued Aggregate Commitment pursuant to clause (Ba) on of the first sentence of this Section 2.9 shall become effective upon the execution of a New Lender Supplement in the form of Exhibit G-1 hereto by the Borrower, Lead Agents and relevant new Lender or Lenders and any Increase Effective Date on which increase to the Senior Secured Leverage Ratio test in this clause (B) is met shall remain authorized Aggregate Commitment pursuant to clause (Bb) if such Senior Secured Leverage Ratio test is not met as of the first sentence of this Section 2.9 shall become effective upon the execution of a Commitment Increase Supplement in the form of Exhibit G-2 hereto, executed by the Borrower, the Lead Agents and the increasing Lender or Lenders. The Administrative Agent shall forward copies of any subsequent date). Each such notice shall specify (i) the date (each, an “Increase Effective Date”) on which Borrower proposes that the increased or new Commitments shall be effective, which shall be a date not fewer than 10 Business Days after the date on which such notice is delivered supplement to the Administrative Agent and (ii) the identity of each Assignee to whom Borrower proposes any portion of such increased or new Commitments be allocated and the amounts of such allocations; provided 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; provided, further, that any existing Lender that does not respond shall be deemed to have declined to provide such increased or new CommitmentLenders promptly upon receipt thereof.

Increase in Commitments. (a) The Borrower may by written So long as no Default or Event of Default has occurred and is continuing or would result therefrom, upon notice to the Administrative Agent elect Agent, at any time after the Original Closing Date, the Borrower may request one or more Additional Term Commitments or one or more Additional Revolving Credit Commitments (it being understood and agreed that (i) at the election of the Borrower, such additional commitments in respect of any term loans may be implemented through the addition of additional new tranches of such loans instead of being implemented as increases in the applicable Commitments and (ii) if the Borrower makes such election, the provisions of this Section shall be read in a manner that permits such election to request be implemented; provided that (x) prior the final maturity date of any such new tranche of term loans shall be no earlier than the Maturity Date for the Term B Loans or with respect to no more than $275,000,000 of Additional Term Commitments and Permitted Additional First Lien Debt shall be no earlier than the Revolving Termination Date, an increase to the existing Revolving Commitments under one or more Maturity Date of the Revolving Facilities (“Increased Revolving Commitment”) and/or Term A Loans and (y) the establishment weighted average life to maturity of one any such new tranche of term loans shall be no shorter than the remaining weighted average life to maturity of the Term B Loans or with respect to no more new term loan Commitments (each, an “Incremental Term Loan Commitment”) in an amount not less than $100,000,000 individually 275,000,000 of Additional Term Commitments and in an amount not Permitted Additional First Lien Debt shall be no shorter than the remaining weighted average life to exceed maturity of the sum of Term A Loans); provided that (Ai) after giving effect to any such additional commitments, the Shared Incremental Amount and (B) an aggregate amount of Incremental Additional Term Loans or Increased Commitments and Additional Revolving Credit Commitments that have been added pursuant to this Section 2.14 shall not exceed $275,000,000 (minus the aggregate principal amount of any Permitted Additional First Lien Debt the proceeds of which are not used solely to repay Term Loans) unless, after giving effect to any such that additional commitments, the Consolidated Senior Secured Leverage Ratio is no more than 3.50 to 1.00 Ratio, computed on a Pro Forma Basis as of the last day of the most recently ended period of four fiscal quarters quarter of the Borrower for which financial statements are internally availablehave been delivered, determined on the applicable Increase Effective Date, after giving effect would be no greater than 3.00 to 1.0; (ii) any such incurrence on a Pro Forma Basisaddition 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 aggregate limit in respect of Additional Term Commitments and Additional Revolving Credit Commitments set forth in clause (i) to this proviso), and, in each case, (iii) the final maturity date of any Additional Term Loans shall be (x) no earlier than the Maturity Date for the Term B Loans or (y) with respect to any Increased no more than $275,000,000 of Additional Term Loans and Permitted Additional First Lien Debt no earlier than the Maturity Date of the Term A Loans, (iv) the weighted average life to maturity of the Additional Term Loans shall be (x) no shorter than the remaining weighted average life to maturity of the Term B Loans or (y) with respect to no more than $275,000,000 of Additional Term Loans and Permitted Additional First Lien Debt shall be no shorter than the remaining weighted average life to maturity of the Term A Loans, (v) no Lender shall be required to participate in the Additional Term Commitments or the Additional Revolving Credit Commitments, assuming a borrowing of the maximum amount of Loans available thereunder, and excluding the cash proceeds of any such Incremental Term Loans or Increased Revolving Commitments (provided that, for the avoidance of doubt, any Incremental Term Loans or Increased Revolving Commitments incurred or issued pursuant to clause (B) on any Increase Effective Date on which the Senior Secured Leverage Ratio test in this clause (B) is met shall remain authorized pursuant to clause (B) if such Senior Secured Leverage Ratio test is not met as of any subsequent date). Each such notice shall specify (ivi) the date (each, an “Increase Effective Date”) on which Borrower proposes that interest rate and amortization schedule applicable to the increased or new Additional Term Commitments shall be effective, which shall be a date not fewer than 10 Business Days after determined by the date on which such notice is delivered to the Administrative Agent and (ii) the identity of each Assignee to whom Borrower proposes any portion of such increased or new Commitments be allocated and the amounts of such allocationslenders thereof; provided that any existing Lender approached to provide all or a portion if such Additional Term Commitments (other than those in an amount not exceeding $275,000,000 that are made using clauses (iii)(y) and (iv)(y) above) are incurred within 18 months of the Original Closing Date then and only then in the event that the interest margins applicable to such Additional Term Commitments is greater than the interest margins for the Term B Loans by more than 50 basis points, then the interest margins for the Term B Loans shall be increased or new to the extent necessary so that the interest margins for such Additional Term Commitments may elect or decline, in its sole discretion, to provide such increased or new Commitmentare no more than 50 basis points greater than the interest margins for the Term B Loans; provided, further, that any existing Lender that does not respond in determining the interest margins applicable to the Term B Loans and the Additional Term Commitments, (x) original issue discount (“OID”) or upfront fees (which shall be deemed to have declined constitute like amounts of OID) payable by the Borrower to provide such increased the Lenders of the Term B Loans or new Commitmentthe Additional Term Commitments in the primary syndication thereof shall be included (with OID being equated to interest based on an assumed four-year life to maturity) and (y) customary arrangement or commitment fees payable to the Arrangers (or their affiliates) in connection with the Term B Loans or to one or more arrangers (or their affiliates) of the Additional Term Commitments shall be excluded and (vii) the Additional Term Loans shall rank pari passu in right of payment and of security with the Revolving Credit Loans and the Term Loans. Any Additional Revolving Credit Commitments shall be on the same terms and pursuant to the same documentation applicable to the Revolving Credit Facility (it being understood that customary arrangement or commitment fees payable to one or more arrangers (or their affiliates) of the Additional Revolving Credit Commitments may be different than those paid with respect to the Revolving Credit Facility).

Increase in Commitments. (a) The Borrower may by written notice shall have the right at any time and from time to time after the Administrative Agent elect to request (x) Closing Date and prior to the Revolving Termination Date, an increase date that is thirty (30) days prior to the existing Revolving Commitments under one final Facility Termination Date to increase the Aggregate Commitment (each such proposed increase being a “Commitment Increase”), either by having a Lender increase its Commitment then in effect (each an “Increasing Lender”) or more by adding as a Lender with a new Commitment hereunder a Person which is not then a Lender (each an “Assuming Lender”), in each case with the approval of the Revolving Facilities Administrative Agent, each LC Issuer and the Swingline Lender (“Increased Revolving Commitment”) and/or (y) the establishment of one or more new term loan Commitments (each, an “Incremental Term Loan Commitment”) in an amount not less than $100,000,000 individually and in an amount such approval not to exceed be unreasonably withheld), which notice shall specify the sum name of (A) each Increasing Lender and/or Assuming Lender, as applicable, the Shared Incremental Amount and (B) an amount of Incremental Term Loans the Commitment Increase and the portion thereof 49 15524773v115524773v5 being assumed by each such Increasing Lender or Increased Revolving Commitments Assuming Lender, and the date on which such increase is to be effective (the “Commitment Increase Date”), which shall be a Business Day at least three (3) Business Days after delivery of such notice; provided that no Lender shall have any obligation hereunder to become an Increasing Lender and any election to do so shall be in the Senior Secured Leverage Ratio is no more than 3.50 to 1.00 as sole discretion of the last day each Lender; provided further that: (i) any such request for a Commitment Increase shall be in a minimum amount of the most recently ended period $10,000,000 or a higher integral multiple of four fiscal quarters of the Borrower for which financial statements are internally available, determined on the applicable Increase Effective Date, $1,000,000; (ii) immediately after giving effect to any such incurrence on a Pro Forma BasisCommitment Increase, and, in each case, with respect to any Increased Revolving Commitments, assuming a borrowing the Aggregate Commitment shall not exceed $150,000,000 and the aggregate amount of all Commitment Increases shall not exceed $50,000,000; (iii) the sum of the maximum amount increases in Commitments of Loans available thereunderthe Increasing Lenders and the new Commitments of the Assuming Lenders shall not exceed the requested Commitment Increase; (iv) no Default or Unmatured Default shall have occurred and be continuing on the applicable Commitment Increase Date or shall result from any Commitment Increase; and (v) the representations and warranties contained in Article 5 (other than in Section 5.5) shall be true on and as of the Commitment Increase Date as if made on and as of such date (or, and excluding the cash proceeds of if any such Incremental Term Loans or Increased Revolving Commitments (provided that, for the avoidance of doubt, any Incremental Term Loans or Increased Revolving Commitments incurred or issued pursuant representation and warranty is expressly stated to clause (B) on any Increase Effective Date on which the Senior Secured Leverage Ratio test in this clause (B) is met shall remain authorized pursuant to clause (B) if such Senior Secured Leverage Ratio test is not met have been made as of any subsequent a specified date, as of such specific date). Each such notice shall specify (i) the date (each, an “Increase Effective Date”) on which Borrower proposes that the increased or new Commitments shall be effective, which shall be a date not fewer than 10 Business Days after the date on which such notice is delivered to the Administrative Agent and (ii) the identity of each Assignee to whom Borrower proposes any portion of such increased or new Commitments be allocated and the amounts of such allocations; provided 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; provided, further, that any existing Lender that does not respond shall be deemed to have declined to provide such increased or new Commitment.

Increase in Commitments. (a) The Borrower Borrowers may by written notice from time to time, on any Business Day after the Administrative Agent elect to request (x) Effective Date and prior to the Revolving Termination DateDate so long as no Default or Event of Default exists, an increase to the existing Revolving Commitments under one or more aggregate amount of the Revolving Facilities Credit Commitments by the Company delivering a Commitment Amount Increase Request at least five (5) Business Days prior to the desired effective date of such increase (the “Increased Revolving CommitmentCommitment Amount Increase”) and/or identifying an additional Lender (yor additional Revolving Credit Commitments for existing Lender(s)) and the amount of its Revolving Credit Commitment (or additional amount of its Revolving Credit Commitment(s)); provided, however, that (i) the establishment aggregate amount of one or more new term loan the Revolving Credit Commitments shall not at any time exceed $1,700,000,000, (each, an “Incremental Term Loan Commitment”ii) any increase of the aggregate amount of the Revolving Credit Commitments shall be in an amount not less than $100,000,000 individually 25,000,000 and (iii) each of the representations and warranties set forth in Section 7 and in the other Loan Documents shall be and remain true and correct in all material respects on the effective date of such increase (where not already qualified by materiality, otherwise in all respects), except to the extent the same expressly relate to an amount earlier date, in which case they shall be true and correct in all material respects (where not to exceed the sum of (Aalready qualified by materiality, otherwise in all respects) the Shared Incremental Amount and (B) an amount of Incremental Term Loans or Increased Revolving Commitments such that the Senior Secured Leverage Ratio is no more than 3.50 to 1.00 as of such earlier date. The effective date of any Commitment Amount Increase shall be agreed upon by the last day Company, on behalf of the most recently ended period of four fiscal quarters Borrowers, and the Administrative Agent. Upon the effectiveness thereof, Schedule 1 shall be deemed amended to reflect the increase and the new Lender(s) (or, if applicable, existing Lender(s)) shall advance Revolving Loans, or the existing Lenders shall make such assignments (which assignments shall not be subject to the requirements set forth in Section 14.11) of the Borrower for which financial statements are internally available, determined on outstanding Loans and L/C Obligations to the applicable Lenders providing the Commitment Amount Increase Effective Dateso that, after giving effect to any such incurrence on assignments, each Lender (including the Lenders providing the Commitment Amount Increase) will hold Loans and L/C Obligations equal to its Percentage of all outstanding Loans and L/C Obligations. It shall be a Pro Forma Basis, and, in each case, with respect condition to any Increased Revolving Commitments, assuming a borrowing of the maximum amount of Loans available thereunder, and excluding the cash proceeds of any such Incremental Term Loans or Increased Revolving Commitments (provided that, for the avoidance of doubt, any Incremental Term Loans or Increased Revolving Commitments incurred or issued pursuant to clause (B) on any Increase Effective Date on which the Senior Secured Leverage Ratio test in this clause (B) is met shall remain authorized pursuant to clause (B) if such Senior Secured Leverage Ratio test is not met as of any subsequent date). Each such notice shall specify effectiveness that (i) either no Eurocurrency Loans or SOFR Loans be outstanding on the date (each, an “Increase Effective Date”) on which Borrower proposes that of such effectiveness or the increased or new Commitments shall be effective, which shall be a date not fewer than 10 Business Days after Borrowers pay any applicable breakage cost under Section 3.6 incurred by any Lender resulting from the date on which such notice is delivered to the Administrative Agent repayment of its Loans and (ii) the identity of each Assignee to whom Borrower proposes Borrowers shall not have terminated any portion of such increased or new the Revolving Credit Commitments be allocated and the amounts of such allocations; provided that pursuant to Section 3.7 hereof. The Borrowers agree to pay any existing Lender approached to provide all or a portion reasonable expenses of the increased or new Commitments may elect or declineAdministrative Agent relating to any Commitment Amount Increase. Notwithstanding anything herein to the contrary, in no Lender shall have any obligation to increase its sole discretion, to provide such increased or new Commitment; provided, further, that any existing Lender that does not respond Revolving Credit Commitment and no Lender’s Revolving Credit Commitment shall be deemed increased without its written consent thereto, and each Lender may at its option, unconditionally and without cause, decline to have declined to provide such increased or new increase its Revolving Credit Commitment.

Increase in Commitments. (a) The Borrower may shall have the right, at any time prior to the date that is one hundred eighty (180) days prior to the Termination Date by written notice to and in consultation with the Administrative Agent, to request an increase in the aggregate Revolver Commitments (each such requested increase, a “Commitment Increase”), by having one or more existing Lenders increase their respective Revolver Commitments then in effect (each, an “Increasing Lender”), by adding as a Lender with a new Revolver Commitment hereunder one or more Persons that are not already Lenders (each, an “Additional Lender”), or a combination thereof, provided that (i) any such request for a Conformed Credit Agreement - Page 56 140760.01015/122598522v.1140760.01015/122598522v.9 43991335.2 EXHIBIT 10.1 Commitment Increase shall be in a minimum amount of $5,000,000, (ii) immediately after giving effect to any Commitment Increase, (y) the aggregate Revolver Commitments shall not exceed $150,000,000 and (z) the aggregate of all Commitment Increases effected shall not exceed $55,000,000, (iii) no Default or Event of Default shall have occurred and be continuing on the applicable Commitment Increase Date (as hereinafter defined) or shall result from any Commitment Increase, (iv) immediately after giving effect to any Commitment Increase (including any Borrowings in connection therewith and the application of the proceeds thereof), the Borrower shall be in compliance with the covenants contained in Article V, (v) no consent of any Lender to such Commitment Increase shall be required and no Lender shall be obligated to participate as a Lender in such Commitment Increase, (vi) the Borrower shall give the existing Lenders the right of first refusal for participating in any such Commitment Increase by providing such notice to the Administrative Agent elect to request ten (x10) prior to the Revolving Termination DateBusiness Days before executing a commitment with any Person that is not already a Lender, an increase to the existing Revolving Commitments under one or more of the Revolving Facilities (“Increased Revolving Commitment”) and/or (y) the establishment of one or more new term loan Commitments (each, an “Incremental Term Loan Commitment”) in an amount not less than $100,000,000 individually and in an amount not to exceed the sum of (A) the Shared Incremental Amount and (Bvii) an amount of Incremental Term Loans or Increased Revolving Commitments such that the Senior Secured Leverage Ratio is no more than 3.50 to 1.00 as of the last day of the most recently ended period of four fiscal quarters Section 5.07 will be adjusted by mutual consent of the Borrower and the Majority Lenders. An existing Lender shall have priority over Additional Lenders to participate in such requested Commitment Increase if such existing Lender provides written notice of its election to participate within ten (10) Business Days of such existing Lender’s receipt of such notice. Such notice from the Borrower shall specify the requested amount of the Commitment Increase. No Lender shall have any obligation to become an Increasing Lender and any decision by a Lender to increase its Commitment shall be made in its sole discretion independently from any other Lender. Other than fees payable to the Administrative Agent, any fees paid by the Borrower for which financial statements are internally availablea Commitment Increase to an Increasing Lender, determined on an Additional Lender, and the applicable Increase Effective DateAdministrative Agent, after giving effect to any shall be for their own account and shall be in an amount, if any, mutually agreed upon by each such incurrence on a Pro Forma Basis, andparty and the Borrower, in each case, with respect to any Increased Revolving Commitments, assuming a borrowing of the maximum amount of Loans available thereunder, and excluding the cash proceeds of any such Incremental Term Loans or Increased Revolving Commitments (provided that, for the avoidance of doubt, any Incremental Term Loans or Increased Revolving Commitments incurred or issued pursuant to clause (B) on any Increase Effective Date on which the Senior Secured Leverage Ratio test in this clause (B) is met shall remain authorized pursuant to clause (B) if such Senior Secured Leverage Ratio test is not met as of any subsequent date). Each such notice shall specify (i) the date (each, an “Increase Effective Date”) on which Borrower proposes that the increased or new Commitments shall be effective, which shall be a date not fewer than 10 Business Days after the date on which such notice is delivered to the Administrative Agent and (ii) the identity of each Assignee to whom Borrower proposes any portion of such increased or new Commitments be allocated and the amounts of such allocations; provided that any existing Lender approached to provide all or a portion of the increased or new Commitments may elect or decline, in its party’s sole discretion, to provide such increased or new Commitment; provided, further, that any existing Lender that does not respond shall be deemed to have declined to provide such increased or new Commitment.

Increase in Commitments. (a) The Borrower may by written Upon notice to the Administrative Agent elect to request (x) prior to which shall promptly notify the Lenders), the Borrower may request: additional Term Commitments and/or additional Revolving Termination Date, an increase to the existing Revolving Commitments under one or more of the Revolving Facilities (“Increased Revolving Commitment”) and/or (y) the establishment of one or more new term loan Credit Commitments (each, an a “Incremental Term Loan CommitmentCommitment Increase”) in an amount not less than $100,000,000 individually pursuant to any Commitment Increase and in an amount not to exceed the sum of (A) the Shared Incremental Amount and (B) an amount of Incremental Term Loans or Increased Revolving Commitments such Joinder Agreement; provided that the Senior Secured Leverage Ratio is no more than 3.50 to 1.00 as of the last day of the most recently ended period of four fiscal quarters of the Borrower for which financial statements are internally available, determined on the applicable Increase Effective Date, after giving effect to any such incurrence on a Pro Forma Basisaddition, andthe aggregate amount of all additional Term Commitments and additional Revolving Credit Commitments that have been added pursuant to this Section 2.16(a) shall not exceed the sum of (i) $375,000,000, (ii) (A) in each case, with respect to the case of any Increased Revolving Commitments, assuming a borrowing Commitment Increase that effectively extends the maturity of any Tranche of the maximum amount of Loans available thereunder, and excluding the cash proceeds of any such Incremental existing Term Loans or Increased Revolving Commitments Credit Facility, an amount equal to such Term Loan or Revolving Credit Facility replaced with such Commitment Increase and (provided thatB) in the case of any Commitment Increase that effectively replaces any Revolving Credit Commitment terminated under Section 3.09 or Section 11.01(f), for an amount equal to the avoidance portion of doubtthe relevant terminated Revolving Credit Commitments, (iii) the amount of any Incremental voluntary prepayments of the Term Loans or Increased any permanent reduction of the Revolving Credit Commitments incurred (to the extent not financed with the proceeds of long-term Indebtedness) and (iv) an amount not in excess of an amount such that, after giving effect to the relevant Commitment Increase (A) if such Commitment Increase is secured by a Lien on the Collateral that is pari passu with the Lien securing the Facilities, the First Lien Leverage Ratio does not exceed 3.50:1.00, or issued pursuant to clause (B) if such Commitment Increase is secured by a Lien on any Increase Effective Date on which the Collateral that is junior to the Lien securing the Facilities, the Senior Secured Leverage Ratio test in this clause (B) is met shall remain authorized pursuant to clause (B) if does not exceed 4.50:1.00; provided that for purposes of calculating such First Lien Leverage Ratio or Senior Secured Leverage Ratio test is not met as of any subsequent dateunder this clause (iv). Each such notice shall specify , (i1) the date proceeds from any such Commitment Increase shall not be netted from Indebtedness and (each, an “Increase Effective Date”2) on which Borrower proposes that the increased or new Revolving Credit Commitments shall be effectiveassumed to be fully drawn. It is understood and agreed that, which shall be a date not fewer than 10 Business Days after unless the date on which such notice is delivered to Borrower otherwise notifies the Administrative Agent and (ii) the identity of each Assignee to whom Borrower proposes Agent, if all or any portion of any Commitment Increase or Incremental Equivalent Debt would be permitted under clause (iv) of this clause (a) on the applicable date of determination, such increased Commitment Increase or new Commitments be allocated and Incremental Equivalent Debt (or the amounts of such allocations; provided that any existing Lender approached to provide all or a relevant 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 any existing Lender that does not respond thereof) shall be deemed to have declined been incurred in reliance on clause (iv) of this clause (a) prior to provide the utilization of any amount available under clause (i) of this clause(a). Each such increased addition under this Section 2.16(a). shall be in an aggregate amount of $5,000,000 or new Commitmentany whole multiple of $1,000,000 in excess thereof.

Increase in Commitments. (a) The Borrower may by written Upon notice to the Administrative Agent, at any time after the Closing Date, each Borrower may on up to three (3) different occasions (in the aggregate for both Borrowers) request Additional Term Commitments or Additional Revolving Credit Commitments; provided that (i) after giving effect to any such addition, the aggregate amount of Additional Term Commitments and Additional Revolving Credit Commitments that have been added pursuant to this Section 2.14 shall not exceed $250,000,000; provided further that $100,000,000 of such aggregate amount shall only be permitted to be incurred as a Term Facility to be used solely to finance Permitted Acquisitions, (ii) any such addition shall be in an aggregate amount of $50,000,000 or any whole multiple of $1,000,000 in excess thereof (provided that such amount may be less than $50,000,000 if such amount represents all remaining availability under the aggregate limit in respect of Additional Term Commitments and Additional Revolving Credit Commitments set forth in clause (i) to this proviso), (iii) (A) the final maturity date of any Additional Term Loans shall be no earlier than the Maturity Date for the Term Loans and (B) the final maturity date of any Additional Revolving Credit Loans shall be no earlier than the Maturity Date for the Revolving Credit Loans, (iv) the average life to maturity of the Additional Term Loans shall be no shorter than the remaining average life to maturity of the Term Loans, and (v) if the initial yield of any Additional Term Loans or any Additional Revolving Credit Loans (as determined by the Administrative Agent elect to request be equal (x) prior in the case of Additional Term Loans, to the Revolving Termination Date, an increase to the existing Revolving Commitments under one or more of the Revolving Facilities (“Increased Revolving Commitment”) and/or (y) the establishment of one or more new term loan Commitments (each, an “Incremental Term Loan Commitment”) in an amount not less than $100,000,000 individually and in an amount not to exceed the sum of (A) the Shared Incremental Amount Applicable Rate with respect to the Additional Term Loans and (B) an if the Additional Term Loans are initially made at a discount or the Lenders making the same receive a fee from the applicable Borrower or any Subsidiary for doing so (the amount of Incremental such discount or fee, expressed as a percentage of the Additional Term Loans, being referred to herein as “OID”), the amount of OID divided by the lesser of (1) the average life to maturity of such Additional Term Loans and (2) four and (y) in the case of Additional Revolving Credit Loans, to the Applicable Rate with respect to the Additional Revolving Credit Loans) exceeds the Applicable Rate then in effect for Term Loans or Increased Revolving Commitments such that Credit Loans, as the Senior Secured Leverage Ratio is no case may be, by more than 3.50 50 basis points (the amount of such excess being referred to 1.00 herein as “Yield Differential”), then each Applicable Rate for each adversely effected Term Loan or Revolving Credit Commitment shall automatically be increased by the Yield Differential, effective upon the making of the last day of the most recently ended period of four fiscal quarters of the Borrower for which financial statements are internally available, determined on the applicable Increase Effective Date, after giving effect to any such incurrence on a Pro Forma Basis, and, in each case, with respect to any Increased Revolving Commitments, assuming a borrowing of the maximum amount of Loans available thereunder, and excluding the cash proceeds of any such Incremental Additional Term Loans or Increased Revolving Commitments (provided that, for the avoidance of doubt, any Incremental Term Loans or Increased Revolving Commitments incurred or issued pursuant to clause (B) on any Increase Effective Date on which the Senior Secured Leverage Ratio test in this clause (B) is met shall remain authorized pursuant to clause (B) if such Senior Secured Leverage Ratio test is not met as of any subsequent date). Each such notice shall specify (i) the date (each, an “Increase Effective Date”) on which Borrower proposes that the increased or new Commitments shall be effective, which shall be a date not fewer than 10 Business Days after the date on which such notice is delivered to the Administrative Agent and (ii) the identity of each Assignee to whom Borrower proposes any portion of such increased or new Commitments be allocated and the amounts of such allocations; provided that any existing Lender approached to provide all or a portion providing of the increased or new Commitments Additional Revolving Credit Commitments, as the case may elect or decline, in its sole discretion, to provide such increased or new Commitment; provided, further, that any existing Lender that does not respond shall be deemed to have declined to provide such increased or new Commitmentbe.

Increase in Commitments. (a) The Any Borrower may by written notice to the Administrative Agent elect to request (x) prior to the Revolving Termination Date, an increase to the existing Revolving Commitments under add one or more of the Revolving Facilities (“Increased Revolving Commitment”) and/or (y) the establishment of one or more new incremental term loan Commitments facilities hereunder (each, an “Incremental Term Facility”; the commitments thereunder are referred to as “Incremental Term Loan CommitmentCommitments” and loans pursuant thereto “Incremental Term Loans”) and/or increase the Revolving Commitments (any such increase, an “Incremental Revolving Increase”; the commitments thereunder are referred to as “Incremental Revolving Commitments” and loans pursuant thereto “Incremental Revolving Loans”); the Incremental Term Facilities and the Incremental Revolving Increases are collectively referred to as “Incremental Facilities”); provided that the (1) total aggregate amount for all such Incremental Facilities (assuming, for the purposes of determining each of clauses (A) and (B), in an the case of any Incremental Revolving Increase, the full amount thereof is drawn) shall not less than $100,000,000 individually and in an amount not to (as of any date of incurrence thereof) exceed the sum of (A) the Shared Incremental Amount $450,000,000 and (B) an amount such that, subject to Section 1.03(e), at the time of Incremental Term Loans or Increased Revolving Commitments such that incurrence and after giving effect thereto on a pro forma basis the Senior Secured Leverage Ratio is (calculated assuming (i) no more than 3.50 to 1.00 as of the last day of the most recently ended period of four fiscal quarters of the Borrower for which financial statements are internally available, determined on the applicable Increase Effective Date, after giving effect to any such incurrence on a Pro Forma Basis, and, in each case, with respect to any Increased Revolving Commitments, assuming a borrowing of the maximum amount of Loans available thereunder, and excluding the cash proceeds of any such Incremental Term Loans or Increased Revolving Commitments Facility shall be considered Unrestricted Cash and (provided that, for the avoidance of doubt, ii) any Incremental Term Loans or Increased Revolving Commitments amounts incurred or issued pursuant to under clause (A) concurrently with amounts incurred under clause (B) on any Increase Effective Date on which will not count as Indebtedness for the Senior purposes of calculating the Secured Leverage Ratio test in this clause (B) at such time) is met less than or equal to 3.00 to 1.00 and (2) the total aggregate amount for each Incremental Facility shall remain authorized not be less than a minimum principal amount of $25,000,000 or, if less, the remaining amount permitted pursuant to the foregoing clause (B) if such Senior Secured Leverage Ratio test is not met as of any subsequent date1). Each such notice shall specify (ix) the date (each, an “Increase Effective Date”) on which such Borrower proposes that the increased or new Commitments Incremental Facility shall be effective, which shall be a date not fewer less than 10 five Business Days after the date on which such notice is delivered to the Administrative Agent and (iiy) the identity of each Eligible Assignee to whom such Borrower proposes any portion of such increased or new Commitments Incremental Facility be allocated and the amounts of such allocations; provided that any existing Lender approached to provide all or a portion of the increased or new Commitments Incremental Facility may elect or decline, in its sole discretion, to provide such increased or new Commitment; provided, further, that any existing Lender that does not respond shall be deemed to have declined to provide such increased or new Commitmentportion of the Incremental Facility.

Increase in Commitments. (a) The Borrower may may, by written notice to the Administrative Agent elect Agent, request to request (x) prior to the Revolving Termination Date, an increase to the existing Revolving Commitments under effect one or more increases in the aggregate amount of the Revolving Facilities (“Increased Revolving Commitment”) and/or (y) the establishment of one or more new term loan Commitments (each, an the “Incremental Term Loan CommitmentCommitments”) in an amount not less than $100,000,000 individually and in an aggregate principal amount not to exceed the sum of (A) the Shared Incremental Amount and (Bi) an amount of Incremental Term Loans or Increased Revolving Commitments such that the Senior Secured Leverage Ratio is no more than 3.50 to 1.00 Ratio, as of the last day date of the most recently ended period effectiveness of four fiscal quarters of the Borrower for which financial statements are internally available, determined on the applicable Increase Effective Date, after giving effect to any such incurrence Incremental Commitments, would be equal to or less than 3.50:1.00, calculated on a Pro Forma Basis, and, in each case, with respect to Basis (treating any Increased Revolving Commitments, assuming a borrowing such proposed Incremental Commitments as fully drawn and the Loans thereunder outstanding) (provided that any proceeds of the maximum amount of Loans available thereunder, such Incremental Commitments and excluding the cash any proceeds of any such Incremental substantially simultaneous incurrence of Indebtedness shall not be netted from Consolidated Senior Secured Indebtedness for purposes of calculating the Senior Secured Leverage Ratio) plus (ii) $100,000,000 (less the aggregate principal amount of all loans incurred after the Second Amendment and Restatement Date pursuant to Section 2.18 of the Term Loans Loan Facility (or Increased Revolving Commitments (provided that, for other “incremental” provisions of the Term Loan Facility). For the avoidance of doubt, the Borrower may establish Incremental Commitments under this Section 2.20 in reliance on Section 2.20(a)(i) to the extent permitted prior to using Section 2.20(a)(ii). Notwithstanding the foregoing, if the Borrower has not included in such notice to the Administrative Agent for any Incremental Term Loans or Increased Revolving Commitments incurred or issued an explicit election to establish such Incremental Commitments pursuant to clause (BSection 2.20(a)(i) on any Increase Effective Date on which or Section 2.20(a)(ii), then the Senior Secured Leverage Ratio test in this clause (BBorrower shall be deemed to have elected to establish such Incremental Commitments under Section 2.20(a)(i) is met to the extent such Incremental Commitments are permitted to be incurred under such clause. Upon the receipt of such request by the Agent, the Agent shall remain authorized pursuant deliver a copy thereof to clause (B) if such Senior Secured Leverage Ratio test is not met as of any subsequent date)each Lender. Each such Such notice shall specify set forth the amount of the requested Incremental Commitments (which shall be (i) in minimum increments of $1,000,000 and a minimum amount of $25,000,000 or (ii) equal to the date (each, an “Increase Effective Date”remaining amount available for Incremental Commitments) on which Borrower proposes that the increased or new Commitments shall be effective, which shall be a date not fewer than 10 Business Days after and the date on which such notice increase is delivered requested to the Administrative Agent and (ii) the identity of each Assignee to whom Borrower proposes any portion of such increased or new become effective. The Incremental Commitments may be allocated and the amounts of such allocations; provided that made by any existing Lender approached to provide all or a portion of (and each existing Lender shall have the increased or new Commitments may elect or declineright, but not an obligation, in its sole discretion, to provide such increased or new Commitment; provided, further, that make available a portion of any existing Incremental Commitment on terms permitted in this Section 2.20 and otherwise on terms reasonably acceptable to the Agent and any Lender that does not fails to respond to any request to make available a portion of any Incremental Commitment shall be deemed to have declined such request) or by any other bank or other financial institution (any such other bank or other financial institution, an “Additional Lender”); provided that each Additional Lender, if not already a Lender hereunder, shall be subject to provide the approval of the Agent, the Swingline Lender and the Issuing Lender (which approvals shall not be unreasonably withheld) and the Borrower and each Additional Lender shall execute all such increased or new Commitmentdocumentation as the Agent shall reasonably specify to evidence its Commitment and/or its status as a Lender hereunder.

Increase in Commitments. (a) The Borrower may by written Upon notice to the Administrative Agent elect to request (x) prior to which shall promptly notify the Lenders), the Borrower may request: additional Term Commitments and/or additional Revolving Termination Date, an increase to the existing Revolving Commitments under one or more of the Revolving Facilities (“Increased Revolving Commitment”) and/or (y) the establishment of one or more new term loan Credit Commitments (each, an a “Incremental Term Loan CommitmentCommitment Increase”) in an amount not less than $100,000,000 individually pursuant to any Commitment Increase and in an amount not to exceed the sum of (A) the Shared Incremental Amount and (B) an amount of Incremental Term Loans or Increased Revolving Commitments such Joinder Agreement; provided that the Senior Secured Leverage Ratio is no more than 3.50 to 1.00 as of the last day of the most recently ended period of four fiscal quarters of the Borrower for which financial statements are internally available, determined on the applicable Increase Effective Date, after giving effect to any such incurrence on a Pro Forma Basisaddition, andthe aggregate amount of all additional Term Commitments and additional Revolving Credit Commitments that have been added pursuant to this Section 2.16(a) shall not exceed the sum of (i) after the Second Amendment Effective Date, $375,000,000, (ii) (A) in each case, with respect to the case of any Increased Revolving Commitments, assuming a borrowing Commitment Increase that effectively extends the maturity of any Tranche of the maximum amount of Loans available thereunder, and excluding the cash proceeds of any such Incremental existing Term Loans or Increased Revolving Commitments Credit Facility, an amount equal to such Term Loan or Revolving Credit Facility replaced with such Commitment Increase and (provided thatB) in the case of any Commitment Increase that effectively replaces any Revolving Credit Commitment terminated under Section 3.09 or Section 11.01(f), for an amount equal to the avoidance portion of doubtthe relevant terminated Revolving Credit Commitments, (iii) the amount of any Incremental voluntary prepayments of the Term Loans or Increased any permanent reduction of the Revolving Credit Commitments incurred (to the extent not financed with the proceeds of long-term Indebtedness), (iv) (iv1) if a Collateral Release Period is not then in effect, an amount not in excess of an amount such that, after giving effect to the relevant Commitment Increase (A) if such Commitment Increase is secured by a Lien on the Collateral that is pari passu with the Lien securing the Facilities, the First Lien Leverage Ratio does not exceed 3.50:1.00, or issued pursuant to clause (B) if such Commitment Increase is secured by a Lien on any Increase Effective Date on which the Collateral that is junior to the Lien securing the Facilities, the Senior Secured Leverage Ratio test in this clause does not exceed 4.00:1.00 and (B) is met shall remain authorized pursuant to clause (B2) if a Collateral Release Period is then in effect, an amount not in excess of an amount such that, after giving effect to the relevant Commitment Increase, the Leverage Ratio does not exceed 3.50:1.00; provided that for purposes of calculating such First Lien Leverage Ratio or, Senior Secured Leverage Ratio test is not met as of any subsequent date). Each such notice shall specify or Leverage Ratio under this clause (iiv) (1) the date proceeds from any such Commitment Increase shall not be netted from Indebtedness and (each2) any Revolving Credit Commitments then being incurred or established shall be assumed to be fully drawn and (v) with respect to the Additional Term A Loans and Additional Revolving Credit Commitments (each as defined in the Second Amendment) established under the Second Amendment on the Second Amendment Effective Date, an “Increase Effective Date”) on which aggregate amount equal to $173,150,000. It is understood and agreed that, unless the Borrower proposes that the increased or new Commitments shall be effective, which shall be a date not fewer than 10 Business Days after the date on which such notice is delivered to otherwise notifies the Administrative Agent and (ii) the identity of each Assignee to whom Borrower proposes Agent, if all or any portion of any Commitment Increase or Incremental Equivalent Debt would be permitted under clause (iv) of this clause (a) on the applicable date of determination, such increased Commitment Increase or new Commitments be allocated and Incremental Equivalent Debt (or the amounts of such allocations; provided that any existing Lender approached to provide all or a relevant 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 any existing Lender that does not respond thereof) shall be deemed to have declined been incurred in reliance on clause (iv) of this clause (a) prior to provide the utilization of any amount available under clause (i) of this clause(a). Each such increased addition under this Section 2.16(a). shall be in an aggregate amount of $5,000,000 or new Commitmentany whole multiple of $1,000,000 in excess thereof.

Increase in Commitments. (a) The Borrower may by written a)Upon notice to the Administrative Agent elect to request (x) prior to which shall promptly notify the Lenders), the Borrower may request: additional Term Commitments and/or additional Revolving Termination Date, an increase to the existing Revolving Commitments under one or more of the Revolving Facilities (“Increased Revolving Commitment”) and/or (y) the establishment of one or more new term loan Credit Commitments (each, an a “Incremental Term Loan CommitmentCommitment Increase”) in an amount not less than $100,000,000 individually pursuant to any Commitment Increase and in an amount not to exceed the sum of (A) the Shared Incremental Amount and (B) an amount of Incremental Term Loans or Increased Revolving Commitments such Joinder Agreement; provided that the Senior Secured Leverage Ratio is no more than 3.50 to 1.00 as of the last day of the most recently ended period of four fiscal quarters of the Borrower for which financial statements are internally available, determined on the applicable Increase Effective Date, after giving effect to any such incurrence on a Pro Forma Basisaddition, andthe aggregate amount of all additional Term Commitments and additional Revolving Credit Commitments that have been added pursuant to this Section 2.16(a) shall not exceed the sum of (i) $375,000,000, (ii) (A) in each case, with respect to the case of any Increased Revolving Commitments, assuming a borrowing Commitment Increase that effectively extends the maturity of any Tranche of the maximum amount of Loans available thereunder, and excluding the cash proceeds of any such Incremental existing Term Loans or Increased Revolving Commitments Credit Facility, an amount equal to such Term Loan or Revolving Credit Facility replaced with such Commitment Increase and (provided thatB) in the case of any Commitment Increase that effectively replaces any Revolving Credit Commitment terminated under Section 3.09 or Section 11.01(f), for an amount equal to the avoidance portion of doubtthe relevant terminated Revolving Credit Commitments, (iii) the amount of any Incremental voluntary prepayments of the Term Loans or Increased any permanent reduction of the Revolving Credit Commitments incurred (to the extent not financed with the proceeds of long-term Indebtedness) and (iv) an amount not in excess of an amount such that, after giving effect to the relevant Commitment Increase (A) if such Commitment Increase is secured by a Lien on the Collateral that is pari passu with the Lien securing the Facilities, the First Lien Leverage Ratio does not exceed 3.50:1.00, or issued pursuant to clause (B) if such Commitment Increase is secured by a Lien on any Increase Effective Date on which the Collateral that is junior to the Lien securing the Facilities, the Senior Secured Leverage Ratio test in this clause (B) is met shall remain authorized pursuant to clause (B) if does not exceed 4.50:1.00; provided that for purposes of calculating such First Lien Leverage Ratio or Senior Secured Leverage Ratio test under this clause (iv), (1) the proceeds from any such Commitment Increase shall not be netted from Indebtedness and (2) the Revolving Credit Commitments shall be assumed to be fully drawn. It is not met as understood and agreed that, unless the Borrower otherwise notifies the Administrative Agent, if all or any portion of any subsequent dateCommitment Increase or Incremental Equivalent Debt would be permitted under clause (iv) of this clause (a) on the applicable date of determination, such Commitment Increase or Incremental Equivalent Debt (or the relevant portion thereof) shall be deemed to have been incurred in reliance on clause (iv) of this clause (a) prior to the utilization of any amount available under clause (i) of this clause(a). Each such notice addition under this Section 2.16(a). shall specify be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof. (b)Any loans made in respect of any such additional Term Commitments (the “Additional Term Loans”) may be made, at the option of the Borrower, either by (i) increasing the Term Loans with the same terms (including pricing) as the existing Term Loans, or (ii) creating a new tranche of terms loans (an “Additional Term Loan Tranche”); provided that 49 any Additional Term Loan Tranche (A) shall not mature prior to the stated Maturity Date applicable to the latest maturing Tranche of Term Loans on the date of incurrence of such Additional Term Loans and (B) the Weighted Average Life to Maturity of any Additional Term Loan Tranche shall be no less than the Weighted Average Life to Maturity of such latest maturing Tranche of Term Loans. (c)Any such additional Revolving Credit Commitments (the “Additional Revolving Credit Commitments”) may be made by increasing the Revolving Credit Commitments with the same terms (including pricing) as any existing Revolving Credit Commitments of the latest maturing Tranche of Revolving Credit Commitments. (d)The Borrower may invite any Lender or any additional Eligible Assignees to become Term Lenders or Revolving Credit Lenders, as applicable, pursuant to a commitment increase and joinder agreement in form and substance reasonably satisfactory to the Administrative Agent (each, a “Commitment Increase and Joinder Agreement”). No Lender will be obligated to provide all or any portion of any Commitment Increase and the determination to provide such commitment shall be within the sole and absolute discretion of such Lender. Any failure by a Lender to respond to any such invitation shall not be deemed an acceptance or agreement to provide such Commitment Increase. (e)If any Term Commitments or Revolving Credit Commitments are added in accordance with this Section 2.16, the Administrative Agent and the Borrower shall determine the effective date (the “Increase Additional Commitments Effective Date”) on which and the final allocations of such additional Commitments. The Administrative Agent shall promptly notify the Borrower proposes and the lenders providing such Commitment Increase of the final allocation thereof and the Additional Commitments Effective Date. As a condition precedent to such addition, before and after giving effect to such increase, (i) (A) the representations and warranties contained in Article 5 and the other Loan Documents are true and correct in all material respects (except that the increased any representation and warranty that is qualified as to “materiality” or new Commitments “Material Adverse Effect” shall be effectivetrue and correct in all respects as so qualified) on and as of the Additional Commitments Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall have been true and correct in all material respects as of such earlier date, and (B) no Event of Default exists before or after giving effect to such addition; provided that notwithstanding anything to the contrary in this Section 2.16 or in any other provisions of any Loan Document, if the proceeds of any Commitment Increase are intended to be applied to finance an acquisition or other Investment, in each case permitted hereunder, and the lenders providing such Commitment Increase so agree, such requirements in clauses (i)(A)(B) and (B) of this Section 2.16(e) may be subject to customary “SunGard” or other applicable “certain funds” conditionality provisions and “specified representations” provisions and (ii) the Borrower shall be a date not fewer than 10 Business Days after in Pro Forma Compliance with all of the date covenants set forth in Section 7.10, determined on which such notice is the basis of the financial information most recently delivered to the Administrative Agent and the Lenders (either pursuant to Section 6.01 or Section 6.01(b) or in any subsequent delivery of financial information by the Borrower to the Administrative Agent prior to such time), assuming that the applicable additional Commitments were fully drawn on the first day of the fiscal period covered thereby (and the proceeds from such additional Commitments shall not be netted from Indebtedness in the calculation of the applicable leverage ratio test). (f)On each Additional Commitments Effective Date, (i) each Lender or Eligible Assignee which is providing an additional Term Commitment (A) shall become a “Term Lender” for all purposes of this Agreement and the other Loan Documents, and (B) shall make an Additional Term Loan to the Borrower in a principal amount equal to such additional Term Commitment, and such Additional Term Loan shall be deemed a “Term Loan” for all purposes of this Agreement and the other Loan Documents and (ii) the identity each Lender or Eligible Assignee which is providing an additional Revolving Credit Commitment shall become a “Revolving Credit Lender” for all purposes of each Assignee to whom Borrower proposes any portion of such increased or new Commitments be allocated this Agreement and the amounts other Loan Documents with a Revolving Credit Commitment that is increased by (in the case of an existing Revolving Credit Lender) or equal to (in the case of a new Revolving Credit Lender) such allocationsadditional Revolving Credit Commitment. (g)The interest rate applicable to any Additional Term Loans will be determined by the Borrower and the lenders providing such Additional Term Loans; provided that with respect to any existing Lender approached to provide all or a portion Commitment Increase in respect of the Term B Facility that is pari passu with the existing Term B Facility in right of payment and with respect to security incurred in the first 18 months after the Closing Date for which the initial ”yield” on such Commitment Increase exceeds the “yield” at such time on the Term B Facility by more than 50 basis points, the Applicable Margin on the Term B Facility shall be increased to the extent necessary so that the “yield” applicable to the Term B Facility is equal to the “yield” on such Commitment Increase minus 50 basis point (the “MFN Provision”). For purposes of the MFN Provision, “yield” shall be reasonably determined by the Administrative Agent and the Borrower; provided that in determining the applicable yield: (w) original issue discount or new Commitments upfront fees paid by the Borrower in connection with such Commitment Increase or the existing Term B Facility (based on a four-year average life to maturity or, if lesser, remaining average life to maturity) shall be included, (x) any amendments to the Applicable Margin on the existing Term B Facility that became effective subsequent to the Closing Date but prior to the time of the addition of such Commitment Increase shall be included, (y) arrangement, structuring, underwriting fees and amendment fees paid or payable in connection with the existing Term B Facility or to one 50 or more arrangers (or their Affiliates) in their capacities as such applicable to such Commitment Increase (regardless of whether such fees are paid to or shared in whole or in part with any lender) and any other fees not paid generally to all lenders ratably shall be excluded and (z) if such Commitment Increase includes any “LIBOR” interest rate floor greater than that applicable to the existing Term B Facility and such floor is applicable to existing Term B Facility on the date of determination, such excess amount shall be equated to interest margin for determining the increase. The MFN Provision shall also apply to any loan issuance otherwise permitted in Section 7.03(h)(x), 7.03(z) and 7.03(aa) that is pari passu in right of payment with the Term B Facility and secured by a Lien on the Collateral on a pari passu basis with the Liens securing the Term B Facility. (h)Any Additional Term Loans may elect rank pari passu or declinejunior with respect to security with the Facilities (and if applicable, in its sole discretion, subject to provide such increased an Acceptable Intercreditor Agreement) and will not be guaranteed by an entity which is not (or new Commitment; provided, further, that any existing Lender that does not respond become) a Loan Party. (i)Except as otherwise specified above (including with respect to margin, pricing, maturity and/or fees), the other terms of any Additional Term Loan Tranche, if not substantially consistent with the terms of the applicable Term Facility, shall be deemed reasonably satisfactory to have declined the Administrative Agent (it being understood that terms not substantially consistent with the applicable Term Facility which are applicable only after the Latest Term Maturity Date are acceptable to provide such increased or new Commitmentthe Administrative Agent). (j)The proceeds of any Commitment Increase may be used by the Borrower and its Subsidiaries for working capital and other general corporate purposes, including the financing of permitted acquisitions and other Investments and any other use not prohibited by this Agreement. Section 2.17.