Common use of Increase in Commitments Clause in Contracts

Increase in Commitments. (a) The Borrower may, by written notice to the Agent, request to effect one or more increases in the aggregate amount of the Commitments (the “Incremental Commitments”) in an aggregate principal amount not to exceed (i) an amount such that the Senior Secured Leverage Ratio, as of the date of the effectiveness of any such Incremental Commitments, would be equal to or less than 3.50:1.00, calculated on a Pro Forma Basis (treating any such proposed Incremental Commitments as fully drawn and the Loans thereunder outstanding) (provided that any proceeds of such Incremental Commitments and any proceeds of any 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 Loan Facility (or 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 Commitments an explicit election to establish such Incremental Commitments pursuant to Section 2.20(a)(i) or Section 2.20(a)(ii), then the Borrower shall be deemed to have elected to establish such Incremental Commitments under Section 2.20(a)(i) 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 deliver a copy thereof to each Lender. Such notice shall 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 remaining amount available for Incremental Commitments) and the date on which such increase is requested to become effective. The Incremental Commitments may be made by any existing Lender (provided that no existing Lender shall have any obligation to provide any Incremental Commitment and none of the Borrower or its Affiliates has any obligation to offer any existing Lender the right to provide any Incremental Commitment) or by any other bank or other financial institution that is willing to provide Incremental Commitments (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 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 documentation 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 notice at its option, at any time or from time to time prior to the AgentTermination Date, request increase the Total Commitments by up to effect one or more increases in the aggregate amount of the Commitments $135,000,000 (the “Incremental CommitmentsCommitment Increase”) in to an aggregate principal amount not to exceed $400,000,000 by requesting the existing Lenders or new lenders to commit to any such Commitment Increase; provided that: (i) an amount such that the Senior Secured Leverage Ratio, as of the date of the effectiveness of no Lender shall be required to commit to any such Incremental Commitments, would be equal to or less than 3.50:1.00, calculated on a Pro Forma Basis (treating any such proposed Incremental Commitments as fully drawn and the Loans thereunder outstanding) (provided that any proceeds of such Incremental Commitments and any proceeds of any substantially simultaneous incurrence of Indebtedness shall not be netted from Consolidated Senior Secured Indebtedness for purposes of calculating the Senior Secured Leverage Ratio) plus increase; (ii) such increase shall be in an amount equal to at least $100,000,000 10,000,000 (less or such lesser amount as agreed by the aggregate principal amount Administrative Agent) or a whole multiple of $1,000,000 in excess thereof; (iii) no such increase shall become effective unless at the time thereof and after giving effect thereto (A) no Default or Event of Default shall have occurred and be continuing, (B) each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all loans incurred after material respects; provided, further, that, to the Second Amendment extent any such representation and Restatement Date warranty is already qualified by materiality or reference to Material Adverse Effect, such representation shall be true and correct in all respects and (C) the Administrative Agent shall have received a certificate from Borrower to the effect of sub-clauses (A) and (B) of clause (iii); and (iv) no new lender shall become a Lender pursuant to this Section 2.21 unless such lender is an Eligible Assignee and the Administrative Agent and each Issuing Lender shall have given its prior written consent; provided, further, that such prior written consent shall (1) not be unreasonably withheld, conditioned or delayed and (2) only be required to the extent such consent would be required in connection with the assignment of Loans or Commitments to such new lender pursuant to Section 2.18 of the Term Loan Facility (10.6. The Borrower shall be entitled to pay upfront or other “incremental” provisions of the Term Loan Facility). For the avoidance of doubt, fees to such lenders who extend credit pursuant to this Section 2.21 as the Borrower and such lenders may establish Incremental agree. Such increases in the Commitments under this Section 2.20 shall become effective on the date (each such date, an “Increased Facility Closing Date”) specified 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 an activation notice delivered to the Administrative Agent for any Incremental Commitments an explicit election to establish such Incremental Commitments pursuant to Section 2.20(a)(ino less than ten (10) or Section 2.20(a)(ii), then the Borrower shall be deemed to have elected to establish such Incremental Commitments under Section 2.20(a)(i) Business Days prior to the extent such Incremental Commitments are permitted to be incurred under such clause. Upon the receipt effective date of such request by the Agent, the Agent shall deliver a copy thereof to each Lender. Such notice shall set forth specifying the amount of the requested Incremental increase and the effective date thereof (or such earlier date as may be agreed by the Administrative Agent in its sole discretion). Each new lender that provides any part of any such increase in the Commitments (which a “New Lender”) shall execute a New Lender Supplement (each, a “New Lender Supplement”), substantially in the form of Exhibit E, whereupon such New Lender shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be (i) bound by and entitled to the benefits of this Agreement. Unless otherwise agreed by Administrative Agent, on each Increased Facility Closing Date, Borrower shall borrow Revolving Loans under the relevant increased Commitments from each Lender participating in minimum increments of $1,000,000 and a minimum the relevant increase in an amount determined by reference to the amount of $25,000,000 each Type of Loan (and, in the case of Term Benchmark Loans, of each Tranche) which would then have been outstanding from such Lender if (x) each such Type or Tranche had been borrowed or effected on such Increased Facility Closing Date and (iiy) equal the aggregate amount of each such Type or Tranche requested to be so borrowed or effected had been proportionately increased, and, if applicable in connection with such increased Commitments, Borrower shall pay all amounts due under Section 2.17. The Relevant Rate applicable to any Term Benchmark Loan borrowed pursuant to the remaining amount available for Incremental Commitments) preceding sentence shall equal the Relevant Rate then applicable to the Term Benchmark Loans of the other Lenders in the same Tranche (or, until the expiration of the then-current Interest Period, such other rate as shall be agreed upon between Borrower and the date on which such increase is requested to become effective. The Incremental Commitments may be made by any existing Lender (provided that no existing Lender shall have any obligation to provide any Incremental Commitment and none of the Borrower or its Affiliates has any obligation to offer any existing Lender the right to provide any Incremental Commitment) or by any other bank or other financial institution that is willing to provide Incremental Commitments (any such other bank or other financial institution, an “Additional relevant Lender”); provided that each Additional Lender, if not already a Lender hereunder, shall be subject to 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 documentation as the Agent shall reasonably specify to evidence its Commitment and/or its status as a Lender hereunder.

Increase in Commitments. (a) The Borrower maySo long as no Default or Event of Default has occurred and is continuing or would result therefrom, by written upon notice to the Administrative Agent, at any time after the Closing Date, the Borrower may request to effect one Additional Term B Commitments 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 2.14 shall be read in a manner that permits such election to be implemented; provided that the Borrower is only permitted to implement four additional commitments under this Section 2.14; provided further that (i) after giving effect to any such addition, the 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 the Commitments case of an Additional Revolving Credit Commitment that serves to effectively extend the maturity of the Revolving Credit Facility, an amount equal to the reduction in the Revolving Credit Facility, (the “Incremental Commitments”ii) any such addition shall be in an aggregate principal amount not to exceed of $10,000,000 or any whole multiple of $1,000,000 in excess thereof (provided that such amount may be less than $10,000,000 if such amount represents all remaining availability under the aggregate limit in respect of Additional Term B Commitments and Additional Revolving Credit Commitments set forth in clause (i) an amount such that to this proviso), (iii) the Senior Secured Leverage Ratiofinal maturity date of any Additional Term B Loans shall be no earlier than the Maturity Date for the Term B Loans, as (iv) the weighted average life to maturity of the date of Additional Term B Loans shall be no shorter than the effectiveness of any such Incremental Commitments, would be equal remaining weighted average life to or less than 3.50:1.00, calculated on a Pro Forma Basis (treating any such proposed Incremental Commitments as fully drawn and the Loans thereunder outstanding) (provided that any proceeds of such Incremental Commitments and any proceeds of any 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 maturity of the Term Loan Facility B 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 other “incremental” provisions of 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) no Lender shall be required to participate in the Additional Term B Commitments or the Additional Revolving Credit Commitments, (vii) the interest rate and amortization schedule applicable to the Additional Term B Commitments shall be determined by the Borrower and the lenders thereof; provided that in the event that the interest margins applicable to any such Additional Term B Commitments is greater than the interest margins for the Term Loan Facility). For B Facility by more than 25 basis points, then the avoidance of doubt, interest margins for the Borrower may establish Incremental Commitments under this Section 2.20 in reliance on Section 2.20(a)(i) Term B Facility shall be increased to the extent permitted prior to using Section 2.20(a)(ii). Notwithstanding necessary so that the foregoinginterest margins for such Additional Term B Commitments are no more than 25 basis points greater than the interest margins for the Term B Facility; provided, if further, that, in determining the Borrower has not included in applicable interest rate margins for such notice to Additional Term B Commitments and the Administrative Agent for any Incremental Commitments an explicit election to establish such Incremental Commitments pursuant to Section 2.20(a)(iTerm B Facility, (A) original issue discount (“OID”) or Section 2.20(a)(ii), then the Borrower upfront fees (which shall be deemed to have elected constitute like amounts of OID) payable by Borrower to establish 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 Incremental Additional Term B Commitments under Section 2.20(a)(i) include an interest rate floor greater than the interest rate floor applicable to the Term B Facility, 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 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 Incremental Commitments are permitted case the interest rate floor (but not the interest margins for the Term B Facility) applicable to be incurred under such clause. Upon the receipt of such request by the Agent, the Agent shall deliver a copy thereof to each Lender. Such notice shall set forth the amount of the requested Incremental Commitments (which Term B Facility shall be increased by such amount and (iviii) the Additional Term B Loans shall rank pari passu in minimum increments right of $1,000,000 payment and a minimum amount of $25,000,000 or (ii) equal to security with the remaining amount available for Incremental Commitments) Revolving Credit Loans and the date on which such increase is requested to become effective. The Incremental Commitments may be made by any existing Lender (provided that no existing Lender shall have any obligation to provide any Incremental Commitment and none of the Borrower or its Affiliates has any obligation to offer any existing Lender the right to provide any Incremental Commitment) or by any other bank or other financial institution that is willing to provide Incremental Commitments (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 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 documentation as the Agent shall reasonably specify to evidence its Commitment and/or its status as a Lender hereunderTerm Loans.

Increase in Commitments. (a) The So long as (x) no Default exists or would exist after giving effect to the making of the Incremental Term Loans or Incremental Revolving Loans referred to below and the use of proceeds there from and (y) after giving effect to the making of the Incremental Term Loans or Incremental Revolving Loans referred to below and the use of proceeds there from, Borrower maywould be in compliance with the Financial Covenants on a pro forma basis on such date and for the most cent fiscal quarter for which financial statements have been delivered in accordance with Section 5.01 after giving effect on a pro forma basis to any related adjustment events, by including any Acquisitions or dispositions after the beginning of the relevant calculation period but prior to or simultaneous with the borrows of such Incremental Term Loans or Incremental Revolving Loans, then upon written notice to the Administrative Agent, request Borrower may from time to effect one or more increases in time (but only after the aggregate amount completion of the syndication the Commitments and Loans (within the meaning of the Fee Letter) request additional term loans (the “Incremental Term Loans” and the related commitments, the “Incremental Term Loan Commitments”) in an aggregate principal amount not to exceed $200,000,000 and/or additional revolving loans (i) an amount such that the Senior Secured Leverage Ratio, as of the date of the effectiveness of any such “Incremental Commitments, would be equal to or less than 3.50:1.00, calculated on a Pro Forma Basis (treating any such proposed Incremental Commitments as fully drawn Revolving Loans” and the Loans thereunder outstandingrelated commitments, the “Incremental Revolving Loan Commitments”) (provided that any proceeds of such Incremental Commitments and any proceeds of any 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 in an aggregate principal amount not to exceed $25,000,000; provided that the aggregate amount of all loans incurred after the Second Amendment Incremental Term Loans and Restatement Date pursuant to Section 2.18 of the Term Loan Facility (or other “incremental” provisions of the Term Loan Facility). For the avoidance of doubtIncremental Revolving Loans shall not exceed $200,000,000; provided, 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 foregoingfurther, if the Borrower has not included in that any such notice to the Administrative Agent for any Incremental Commitments an explicit election to establish such Incremental Commitments pursuant to Section 2.20(a)(i) or Section 2.20(a)(ii), then the Borrower increase shall be deemed to have elected to establish such Incremental Commitments under Section 2.20(a)(i) 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 deliver a copy thereof to each Lender. Such notice shall set forth the amount of the requested Incremental Commitments (which shall be (i) in minimum increments of $1,000,000 and a minimum an aggregate amount of $25,000,000 or (ii) equal any whole multiple of $1,000,000 in excess thereof; provided, further, that any existing Lender approached to provide all or a portion of the remaining amount available for Incremental Commitments) Term Loans and related commitments or Incremental Revolving Loans and related commitments may elect or decline, in its sole discretion, to provide such loans and commitments. To the extent the existing Lenders decline to agree to provide or do not affirmatively agree to provide within 10 Business Days of such request any portion of an Incremental Term Loan or an Incremental Revolving Loan and the date on which related commitments, Borrower may seek such increase is requested to become effectiveIncremental Term Loan or Incremental Revolving Loan from any bank or financial institution that would qualify as an Eligible Assignee. The Incremental Commitments may be made by any existing Lender Term Loans (provided that no existing Lender A) shall rank pari passu in right of payment and right of security in respect of the Collateral with the Term Loans and (B) other than amortization, pricing and maturity date, shall have any obligation substantially the same terms as Term Loans existing immediately prior to provide any Incremental Commitment and none the effectiveness of the Borrower or its Affiliates has any obligation to offer any existing Lender the right to provide any amendment creating such Incremental Commitment) or by any other bank or other financial institution that is willing to provide Incremental Commitments (any such other bank or other financial institution, an “Additional Lender”)Term Loans; provided that each Additional (x) the Incremental Term Loans shall not have a final maturity date earlier than the Term Loan Maturity Date, and (y) the Incremental Term Loans shall not have a Weighted Average Life to Maturity that is shorter than the then-remaining Weighted Average Life to Maturity of the Term Loans. Any Term Lender or additional bank or financial institution electing to make available an Incremental Term Loan Commitment (an “Incremental Term Lender, if not already ”) shall become a Lender hereunderor make its Incremental Term Loan Commitment available, shall be subject as the case may be, under this Agreement, pursuant to an amendment (an “Incremental Facility Amendment”) to this Agreement giving effect to the approval of the Agentmodifications permitted by this Section 2.21 and, as appropriate, the Swingline other Loan Documents, executed by the Loan Parties, each Incremental Term Lender and the Issuing Lender Administrative Agent, and to any other documentation; in each case on terms and documentation satisfactory to the Administrative Agent and the Lead Arranger. The Incremental Revolving Loans (which approvals A) shall rank pari passu in right of payment and right of security in respect of the Collateral with the Revolving Loans and (B) other than pricing and maturity date, shall have substantially the same terms as Revolving Loans existing immediately prior to the effectiveness of the amendment creating such Incremental Revolving Loans; provided that (x) the Incremental Revolving Loans shall not have a final maturity date earlier than the applicable maturity date of the Revolving Loans and commitments thereunder may not be unreasonably withheldterminated prior to the date that all Revolving Credit Commitments hereunder are terminated. Any Revolving Lender or additional bank or financial institution electing to make available an Incremental Revolving Commitment (an “Incremental Revolving Lender”) shall become a Lender or make its Incremental Revolving Commitment available, as the case may be, under this Agreement, pursuant to an Incremental Facility Amendment to this Agreement giving effect to the modifications permitted by this Section 2.21 and, as appropriate, the other Loan Documents, executed by the Loan Parties, each Incremental Revolving Lender and the Borrower Administrative Agent, and to any other documentation, in each Additional case on terms and documentation satisfactory to the Administrative Agent and the Lead Arranger. To the extent an Incremental Facility Amendment is entered into to increase the Revolving Credit Commitments with respect to an existing Class of Revolving Credit Commitments, then each of the Revolving Lenders of such Class having a Revolving Credit Commitment of such Class prior to such effective date of such Incremental Facility Amendment (the “Pre-Increase Revolving Lenders of such Class” and the effective date of such Incremental Facility Amendment, the “Increase Effective Date”) shall assign on the Increase Effective Date, and such Incremental Revolving Lenders of such Class shall purchase from each Pre-Increase Revolving Lender of such Class, at the principal amount thereof, such interests in the Revolving Loans of such Class and, if such Class is the Revolving Credit Commitments, participation interests in LC Exposure and Swingline Loans outstanding on such Increase Effective Date as shall execute be necessary in order that, after giving effect to all such documentation assignments and purchases, such Revolving Loans of such Class and participation interests in LC Exposure and Swingline Loans, if applicable, will be held by Pre-Increase Revolving Lenders of such Class and Incremental Revolving Lenders of such Class ratably in accordance with their Revolving Commitments of such Class after giving effect to such increased Revolving Commitments of such Class. An Incremental Facility Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the Agent shall reasonably specify opinion of the Administrative Agent, to evidence its Commitment and/or its status as a Lender hereundereffect the provisions of this Section 2.21.

Increase in Commitments. (a) The At any time during the period from and after the Closing Date through the date that is the fourth year anniversary of the Closing Date, at the option of the Borrower maywith the prior written consent of the Administrative Agent, by written notice such consent to be granted in the Administrative Agent’s sole discretion, and subject to the Agentconditions set forth in clause (b) below, request to effect the Revolving Commitments may be increased by, or one or more increases in the aggregate amount new tranches of the Commitments term loans (the “Incremental CommitmentsAdditional Term Loans”) in may be created in, an aggregate principal amount not to exceed in excess of $40,000,000 (each such increase, an “Increase”); provided, however, (i) that in no event shall the Revolving Commitments be increased by an amount such that the Senior Secured Leverage Ratio, as in excess of the date of the effectiveness of any such Incremental Commitments, would be equal to or less than 3.50:1.00, calculated on a Pro Forma Basis (treating any such proposed Incremental Commitments as fully drawn $5,000,000 and the Loans thereunder outstanding) (provided that any proceeds of such Incremental Commitments and any proceeds of any 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 there shall be not more than five (less 5) Increases during the aggregate principal amount term of all loans incurred after the Second Amendment and Restatement Date pursuant this Agreement. The Administrative Agent shall invite each Lender to Section 2.18 of the increase its Revolving Commitments or provide an Additional Term Loan Facility (as the case may be) (it being understood that no Lender shall be obligated to increase its Revolving Commitments or other “incremental” provisions of provide an Additional Term Loan) in connection with a proposed Increase at the interest margin proposed by Borrower, and if sufficient Lenders do not agree to increase their Revolving Commitments or provide an Additional Term Loan Facility). For (as the avoidance of doubtcase may be) in connection with such proposed Increase on terms acceptable to the Borrower, then the Administrative Agent or the Borrower may establish Incremental Commitments under this Section 2.20 in reliance on Section 2.20(a)(i) invite any prospective lender who is reasonably satisfactory 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 Commitments an explicit election to establish such Incremental Commitments pursuant to Section 2.20(a)(i) or Section 2.20(a)(ii), then the Borrower shall be deemed to have elected to establish such Incremental Commitments under Section 2.20(a)(i) 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 deliver a copy thereof to each Lender. Such notice shall 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 remaining amount available for Incremental Commitments) and the date on which such increase is requested to become effective. The Incremental Commitments may be made by any existing Lender (provided that no existing Lender shall have any obligation to provide any Incremental Commitment and none of the Borrower or its Affiliates has any obligation to offer any existing Lender the right to provide any Incremental Commitment) or by any other bank or other financial institution that is willing to provide Incremental Commitments (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 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 documentation as the Agent shall reasonably specify to evidence its Commitment and/or its status as become a Lender hereunderin connection with a proposed Increase. Any Increase shall be in an amount of at least $2,500,000 and integral multiples of $100,000 in excess thereof.

Increase in Commitments. (a) The Borrower may, by written notice At any time after the Amendment No. 4 Effective Date but prior to the AgentBusiness Day immediately preceding the Maturity Date, request to effect the Borrower may effectuate one or more increases in the aggregate amount Commitments (each such increase being a “Commitment Increase”), by designating either one or more of the Commitments existing Lenders (each of which, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or one or more other Eligible Assignees that at the “Incremental Commitments”) time agree, in an aggregate principal amount not to exceed (i) an amount such that the Senior Secured Leverage Ratio, as of the date of the effectiveness case of any such Incremental CommitmentsEligible Assignee that is an existing Lender to increase its Commitment as such Lender shall so select (an “Increasing Lender”) and, would be equal to or less than 3.50:1.00, calculated on a Pro Forma Basis (treating any such proposed Incremental Commitments as fully drawn and in the Loans thereunder outstanding) (provided that any proceeds of such Incremental Commitments and any proceeds case of any substantially simultaneous incurrence of Indebtedness shall other Eligible Assignee that is 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 Loan Facility (or 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 Commitments an explicit election to establish such Incremental Commitments pursuant to Section 2.20(a)(i) or Section 2.20(a)(ii), then the Borrower shall be deemed to have elected to establish such Incremental Commitments under Section 2.20(a)(i) 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 deliver a copy thereof to each Lender. Such notice shall 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 remaining amount available for Incremental Commitments) and the date on which such increase is requested to become effective. The Incremental Commitments may be made by any existing Lender (provided that no existing Lender shall have any obligation to provide any Incremental Commitment and none of the Borrower or its Affiliates has any obligation to offer any existing Lender the right to provide any Incremental Commitment) or by any other bank or other financial institution that is willing to provide Incremental Commitments (any such other bank or other financial institution, an “Additional Lender”), to become a party to this Agreement as a Lender; provided, however, that (i) each such Commitment Increase shall be equal to at least $10,000,000, (ii) all Commitments and Advances provided that each pursuant to a Commitment Increase shall be available on the same terms as those applicable to the corresponding type of Commitments and Advances except as to upfront fees which may be as agreed to between the Borrower and such Increasing Lender or Additional Lender, if as the case may be, and (iii) the aggregate of all such Commitment Increases shall not already a Lender hereunder, exceed $20,000,000. The Borrower shall be subject provide prompt notice of such proposed Commitment Increase pursuant to this Section 2.16 to the approval of the Agent, the Swingline Lender Administrative Agent and the Issuing Lender (which approvals shall not be unreasonably withheld) and the Borrower and each Additional Lender shall execute all such documentation as the Agent shall reasonably specify to evidence its Commitment and/or its status as a Lender hereunder.the

Increase in Commitments. (a) The Borrower may, by written notice Request for Increase. In addition to the Agent, request to effect one or more increases in the aggregate amount any Additional Letter of the Commitments (the “Incremental Commitments”) in an aggregate principal amount not to exceed (i) an amount such that the Senior Secured Leverage Ratio, as of the date of the effectiveness of any such Incremental Commitments, would be equal to or less than 3.50:1.00, calculated on a Pro Forma Basis (treating any such proposed Incremental Commitments as fully drawn and the Loans thereunder outstanding) (provided that any proceeds of such Incremental Commitments and any proceeds of any 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 Credit Facilities pursuant to Section 2.18 of the Term Loan Facility (or other “incremental” provisions of the Term Loan Facility2.03(o). For the avoidance of doubt, the Borrower Company may establish Incremental Commitments under this Section 2.20 in reliance on Section 2.20(a)(i) from time to the extent permitted prior to using Section 2.20(a)(ii). Notwithstanding the foregoingtime, if the Borrower has not included in such request by notice to the Administrative Agent for any Incremental Commitments (x) an explicit election to establish such Incremental Commitments pursuant to Section 2.20(a)(iincrease in the Multicurrency Revolving Credit Commitment or the US Dollar Revolving Credit Commitment (each, a “Revolving Credit Increase”) or Section 2.20(a)(ii(y) one or more term loan tranches, including any increase to an existing term loan tranche (each, an “Incremental Term Loan”; each Incremental Term Loan and each Revolving Credit Increase, collectively, referred to as the “Incremental Increases”), then the Borrower shall be deemed to have elected to establish such Incremental Commitments under Section 2.20(a)(i) 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 deliver a copy thereof to each Lender. Such notice shall set forth the amount of the requested Incremental Commitments (which shall be ; provided that (i) the principal amount for all such Incremental Increases in minimum increments of the aggregate since the Second Amendment Effective Date (including the then requested Incremental Increase) shall not exceed $1,000,000 1,000,000,000 unless the pro forma Consolidated Leverage Ratio immediately before and after giving effect to the applicable Incremental Increase (calculated by assuming that the Revolving Credit Facility, including any such 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 minimum amount of $25,000,000 100,000,000 (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, (B) 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 (iiD) equal 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 shall constitute Obligations hereunder and shall be guaranteed pursuant to the remaining amount available for Incremental Commitments) and the date on which such increase is requested to become effective. The Incremental Commitments may be made by any existing Lender (provided that no existing Lender shall have any obligation to provide any Incremental Commitment and none of the Borrower or its Affiliates has any obligation to offer any existing Lender the right to provide any Incremental Commitment) or by any other bank or other financial institution that is willing to provide Incremental Commitments (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 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 documentation as the Agent shall reasonably specify to evidence its Commitment and/or its status as a Lender hereunderGuaranties.

Increase in Commitments. (a) The Borrower may, by written Upon notice to the AgentAdministrative Agent (which shall promptly notify the Lenders), request the Borrower may request: additional Term Commitments and/or additional Revolving Credit Commitments (each, a “Commitment Increase”) pursuant to any Commitment Increase and Joinder Agreement; provided that after giving effect one or more increases in to any such addition, the 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 Commitments (the “Incremental Commitments”) in an aggregate principal amount not to exceed sum of (i) after the Second Amendment Effective Date, $375,000,000, (ii) (A) in the case of any Commitment Increase that effectively extends the maturity of any Tranche of the existing Term Loans or Revolving Credit Facility, an amount equal to such Term Loan or Revolving Credit Facility replaced with such Commitment Increase and (B) in the case of any Commitment Increase that effectively replaces any Revolving Credit Commitment terminated under Section 3.09 or Section 11.01(f), an amount equal to the portion of the relevant terminated Revolving Credit Commitments, (iii) the amount of any voluntary prepayments of the Term Loans or any permanent reduction of the Revolving Credit Commitments (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 (B) if such Commitment Increase is secured by a Lien on the Collateral that is junior to the Lien securing the Facilities, the Senior Secured Leverage RatioRatio does not exceed 4.00:1.00 and (2) if a Collateral Release Period is then in effect, as an amount not in excess of an amount such that, after giving effect to the date 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 or Leverage Ratio under this clause (iv) (1) the effectiveness of proceeds from any such Incremental Commitments, would be equal to or less than 3.50:1.00, calculated on a Pro Forma Basis (treating any such proposed Incremental Commitments as fully drawn and the Loans thereunder outstanding) (provided that any proceeds of such Incremental Commitments and any proceeds of any substantially simultaneous incurrence of Indebtedness Commitment Increase shall not be netted from Consolidated Senior Secured Indebtedness for purposes of calculating and (2) any Revolving Credit Commitments then being incurred or established shall be assumed to be fully drawn and (v) with respect to the Senior Secured Leverage RatioAdditional Term A Loans and Additional Revolving Credit Commitments (each as defined in the Second Amendment) plus (ii) $100,000,000 (less the aggregate principal amount of all loans incurred after established under the Second Amendment on the Second Amendment Effective Date, an aggregate amount equal to $173,150,000. It is understood and Restatement Date pursuant to Section 2.18 agreed that, unless the Borrower otherwise notifies the Administrative 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 Term Loan Facility applicable date of determination, such Commitment Increase or Incremental Equivalent Debt (or 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)(irelevant portion thereof) 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 Commitments an explicit election to establish such Incremental Commitments pursuant to Section 2.20(a)(i) or Section 2.20(a)(ii), then the Borrower shall be deemed to have elected to establish such Incremental Commitments under Section 2.20(a)(ibeen incurred in reliance on clause (iv) of this clause (a) prior to the extent such Incremental Commitments are permitted to be incurred utilization of any amount available under such clause. Upon the receipt of such request by the Agent, the Agent shall deliver a copy thereof to each Lender. Such notice shall set forth the amount of the requested Incremental Commitments (which shall be clause (i) of this clause(a). Each such addition under this Section 2.16(a). shall be in minimum increments an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 and a minimum amount of $25,000,000 or (ii) equal to the remaining amount available for Incremental Commitments) and the date on which such increase is requested to become effective. The Incremental Commitments may be made by any existing Lender (provided that no existing Lender shall have any obligation to provide any Incremental Commitment and none of the Borrower or its Affiliates has any obligation to offer any existing Lender the right to provide any Incremental Commitment) or by any other bank or other financial institution that is willing to provide Incremental Commitments (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 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 documentation as the Agent shall reasonably specify to evidence its Commitment and/or its status as a Lender hereunderin excess thereof.

Increase in Commitments. (a) The 2.7.1. Borrower may, may by written notice to Administrative Agent (each, an “Increase Notice”), seek an increase to the Agentexisting (i) Term Loan Commitment (each an “Incremental Term Loan Commitment”, request to effect one and each Term Loan provided thereunder in accordance with the terms and conditions of this Section 2.7.1, an “Incremental Term Loan”) or more increases (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 amount (of which not more than $5,000,000 may consist of increases to the Commitments (the “Incremental Commitments”) in an aggregate principal amount not to exceed (i) an amount such that the Senior Secured Leverage RatioRevolving Loan Commitment), as of so long as, on a pro forma basis on the date of incurrence, immediately after giving effect to the effectiveness incurrence of any such Incremental CommitmentsLoan 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, would (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 3.50:1.00, calculated on a Pro Forma Basis the lesser of (treating 1)(A) 4.25 to 1.00 with respect to any such proposed Incremental Commitments as fully drawn and Loan the Loans thereunder outstanding) (provided that any proceeds of such which will be used to fund a Permitted Dividend or (B) 5.25 with respect to any Incremental Commitments and any 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 substantially simultaneous incurrence Incremental Loan the proceeds of Indebtedness which will be used to fund a Permitted Dividend, EBITDA shall not be netted from Consolidated Senior Secured Indebtedness at least $32,000,000 calculated for purposes the trailing twelve (12)-month period ending on the last day of calculating the Senior Secured Leverage Ratio) plus (ii) $100,000,000 (less most recently completed fiscal quarter with respect to which the aggregate principal amount of all loans incurred after the Second Amendment and Restatement Date Administrative Agent has received financial statements pursuant to Section 2.18 of the Term Loan Facility (or other “incremental” provisions of the Term Loan Facility)10.1.2. 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 Commitments an explicit election to establish such Incremental Commitments pursuant to Section 2.20(a)(i) or Section 2.20(a)(ii), then the Borrower shall be deemed to have elected to establish such Incremental Commitments under Section 2.20(a)(i) 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 promptly deliver a copy thereof of such Increase Notice to each Lender. Such notice Each such Increase Notice shall set forth specify (i) the amount of the requested Incremental Commitments 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”), which shall be (i) in minimum increments of $1,000,000 and a minimum amount of $25,000,000 or (ii) equal to the remaining amount available for Incremental Commitments) and date not less than 10 Business Days after the date on which such increase Increase Notice is requested delivered to become effective. The Incremental Commitments may be made Administrative Agent (or such shorter time period as agreed to in writing by any existing Lender (provided that no existing Lender shall have any obligation to provide any Incremental Commitment and none of the Borrower or its Affiliates has any obligation to offer any existing Lender the right to provide any Incremental Commitment) or by any other bank or other financial institution that is willing to provide Incremental Commitments (any such other bank or other financial institution, an “Additional Lender”Administrative Agent); provided that each Additional Lender, if not already a Lender hereunder, shall be subject to 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 documentation as the Agent shall reasonably specify to evidence its Commitment and/or its status as a Lender hereunder.

Increase in Commitments. (a) The After the Restatement Date, the Borrower may, by written upon at least thirty (30) days’ notice to the AgentAdministrative Agent (which shall promptly provide a copy of such notice to the Lenders), request propose to effect one or more increases in increase the aggregate amount of the Commitments in an aggregate minimum amount of $25,000,000 and an aggregate maximum amount for all increases pursuant to this Section 2.13 not to exceed $400,000,000 (the amount of any such increase, the “Incremental Increased Commitments”) in an aggregate principal amount not to exceed provided that (i) an amount such that the Senior Secured Leverage Ratio, Administrative Agent shall have received a certificate signed by a Designated Officer dated as of the date of such increase (the effectiveness of any such Incremental Commitments, would be equal “Increase Effective Date”) in form and substance satisfactory to or less than 3.50:1.00, calculated the Administrative Agent stating that (x) the representations and warranties contained in Article V are true and correct in all material respects on a Pro Forma Basis (treating any such proposed Incremental Commitments and as fully drawn and the Loans thereunder outstanding) (provided that any proceeds of such Incremental Commitments date, except to the extent that such representations and any proceeds warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of any substantially simultaneous incurrence of Indebtedness shall not be netted from Consolidated Senior Secured Indebtedness such earlier date, and except that for purposes of calculating this Section 2.13, the Senior Secured Leverage Ratio) plus (ii) $100,000,000 (less representations and warranties contained in Section 5.05 shall be deemed to refer to the aggregate principal amount of all loans incurred after the Second Amendment and Restatement Date most recent statements furnished pursuant to subsections (a) and (b) of Section 2.18 6.01 and the representations and warranties contained in Section 5.06 shall be deemed to refer to the most recent financial statements furnished pursuant to subsection (b) of Section 6.01 and (y) no Default has occurred and is continuing and (ii)(x) upon the Term Loan Facility (reasonable request of any Lender or other “incremental” provisions of Additional Lender providing the Term Loan Facility). For Increased Commitments, made at least five days prior to the avoidance of doubtIncrease Effective Date, the Borrower may establish Incremental Commitments under this Section 2.20 shall have provided to such Lender or Additional Lender, as applicable, and such Lender or Additional Lender, as applicable, shall be reasonably satisfied with, the documentation and other information so requested in reliance on Section 2.20(a)(i) connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Act, in each case at least two days prior to the extent permitted Increase Effective Date and (y) at least two days prior to using Section 2.20(a)(ii). Notwithstanding the foregoingIncrease Effective Date, if the Borrower has not included in such notice to qualifies as a “legal entity customer” under the Administrative Agent for any Incremental Commitments an explicit election to establish such Incremental Commitments pursuant to Section 2.20(a)(i) or Section 2.20(a)(ii)Beneficial Ownership Regulation, then the Borrower shall be deemed to have elected to establish such Incremental Commitments under Section 2.20(a)(i) to the extent such Incremental Commitments are permitted to be incurred under such clause. Upon the receipt of such request by the Agentdelivered, the Agent shall deliver a copy thereof to each Lender. Such notice shall set forth the amount of the requested Incremental Commitments (which shall be (i) in minimum increments of $1,000,000 and Lender that so requests a minimum amount of $25,000,000 or (ii) equal to the remaining amount available for Incremental Commitments) and the date on which such increase is requested to become effective. The Incremental Commitments may be made by any existing Lender (provided that no existing Lender shall have any obligation to provide any Incremental Commitment and none of the Borrower or its Affiliates has any obligation to offer any existing Lender the right to provide any Incremental Commitment) or by any other bank or other financial institution that is willing to provide Incremental Commitments (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 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 documentation as the Agent shall reasonably specify to evidence its Commitment and/or its status as a Lender hereunderBeneficial Ownership Certification.

Increase in Commitments. (a) The Borrower mayRequest for Increase or a Term Loan. Provided there exists no Default, by upon written notice to the Agent, request to effect one or more increases in the aggregate amount of the Commitments (the “Incremental Commitments”) in an aggregate principal amount not to exceed (i) an amount such that the Senior Secured Leverage Ratio, as of the date of the effectiveness of any such Incremental Commitments, would be equal to or less than 3.50:1.00, calculated on a Pro Forma Basis (treating any such proposed Incremental Commitments as fully drawn and the Loans thereunder outstanding) (provided that any proceeds of such Incremental Commitments and any proceeds of any 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 Loan Facility (or 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 Commitments an explicit election to establish such Incremental Commitments pursuant to Section 2.20(a)(i) or Section 2.20(a)(ii)and the Lenders, then the Borrower shall be deemed may from time to have elected to establish such Incremental time, request an increase in the Aggregate Commitments under Section 2.20(a)(i) 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 deliver or a copy thereof to each Lender. Such notice shall set forth the amount of the requested Incremental Commitments (which shall be Term Loan; provided that (i) the aggregate amount of all such increases together with the principal amount of such Term Loans shall not exceed $125,000,000, (ii) any such request for an increase or a Term Loan shall be in minimum increments of $1,000,000 and a minimum amount of $25,000,000 25,000,000, (iii) the Borrower may make a maximum of five (5) such requests and (iv) in the case of a Term Loan, such Term Loan (A) shall be pari passu with the Committed Loans, (B) shall mature on or after the Maturity Date, (iiC) equal shall be subject to customary mandatory prepayment provisions and (D) shall otherwise be on terms and conditions satisfactory to the remaining amount available for Incremental Commitments) Administrative Agent (such consent, in the event that such Term Loan is on then market terms, not to be unreasonably withheld). In the event of a request of a Term Loan, the parties hereto acknowledge and agree that this Agreement shall be amended to incorporate the date on which Term Loan and related provisions and such increase is requested to become effective. The Incremental Commitments may be made by any existing Lender (provided that no existing Lender shall have any obligation to provide any Incremental Commitment and none of the Borrower or its Affiliates has any obligation to offer any existing Lender the right to provide any Incremental Commitment) or by any other bank or other financial institution that is willing to provide Incremental Commitments (any such other bank or other financial institution, an “Additional Lender”); provided that each Additional Lender, if not already a Lender hereunder, amendment shall be subject to the approval prior written consent of the AgentAdministrative Agent and the Required Lenders (such consent not to be unreasonably withheld or delayed so long as such Term Loan satisfies the provisions of the preceding sentence). At the time of sending such notice, the Swingline Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender and the Issuing Lender is requested to respond (which approvals shall not in no event be unreasonably withheld) and less than ten Business Days from the Borrower and each Additional Lender shall execute all date of delivery of such documentation as notice to the Agent shall reasonably specify to evidence its Commitment and/or its status as a Lender hereunderLenders).

Increase in Commitments. (a) The Borrower may, by written notice to the Agent, may request to effect one or more increases (in the aggregate amount of the writing) Incremental Commitments (the “Incremental Commitments”) in an aggregate principal amount not to exceed 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 date of such request, but not to be reduced by the aggregate principal amount of any such Incremental Term Loans, or Indebtedness issued pursuant to 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 (ii) an amount such that the Consolidated Senior Secured Leverage Ratio, as of Ratio for the date of the effectiveness of any such Incremental Commitments, would be equal to or less than 3.50:1.00, calculated on a Pro Forma Basis (treating any such proposed Incremental Commitments as fully drawn and the Loans thereunder outstanding) (provided that any proceeds of such Incremental Commitments and any proceeds of any substantially simultaneous incurrence of Indebtedness shall not be netted from Consolidated Senior Secured Indebtedness Borrower’s most recently ended four full Fiscal Quarters 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 Loan Facility (or 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 Commitments an explicit election to establish such Incremental Commitments pursuant to Section 2.20(a)(i) or Section 2.20(a)(ii), then the Borrower shall be deemed to have elected to establish such Incremental Commitments under Section 2.20(a)(i) to the extent such Incremental Commitments which internal financial statements are permitted to be incurred under such clause. Upon the receipt of such request by the Agent, the Agent shall deliver a copy thereof to each Lender. Such notice shall 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 remaining amount available for Incremental Commitments) and immediately preceding the date on which such increase additional Indebtedness is requested incurred would have been no greater than 3.0 to become effective. The Incremental Commitments may be made by any existing Lender 1, determined on a pro forma basis (provided that 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 existing Lender shall have any obligation to provide any 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 none of (y) no less than $5,000,000 (or such lesser amount if the Borrower 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 its Affiliates has any obligation to offer any existing more Incremental Lenders (approved by the Administrative Agent if such Incremental Lender the right to provide any Incremental Commitment) or by any other bank or other financial institution that is willing to provide Incremental Commitments (any such other bank or other financial institution, an “Additional Lender”); provided that each Additional Lender, if not already a Revolving Lender hereunder, shall and is to be subject to a Revolving Lender after the approval effective date of the Agentapplicable Incremental Commitment Agreement, the Swingline Lender and the Issuing Lender (which approvals 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 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 Borrower 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 Additional Lender applicable Incremental Lender), provided, that in any event (A) the Weighted Average Life to Maturity of all Incremental Term Loans shall execute 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 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 similar fees on original issue discount (“OID”) as to the Tranche B-1 Term Loans or whether such documentation as Incremental Term Loans are to have a different yield than the Agent shall reasonably specify to evidence its Commitment and/or its status as a Lender hereunder.Tranche B-1 Term Loans (“Other Term Loans”); provided that, if the yield in respect of any Other Term Loan exceeds the yield for the Tranche B-1 Term Loans by more than 0.25%, the Applicable Margin for the Tranche B-1 Term Loans and, if applicable, the Tranche

Increase in Commitments. (a) The So long as (x) no Default exists or would exist after giving effect to the making of the Incremental Term Loans or Incremental Revolving Loans referred to below and the use of proceeds therefrom and (y) after giving effect to the making of the Incremental Term Loans or Incremental Revolving Loans referred to below and the use of proceeds therefrom, Borrower maywould be in compliance with the Financial Covenants on a pro forma basis on such date and for the most recent fiscal quarter for which financial statements have been delivered in accordance with Section 5.01 after giving effect on a pro forma basis to any related adjustment events, by including any acquisitions or dispositions after the beginning of the relevant calculation period but prior to or simultaneous with the borrowing of such Incremental Term Loans or Incremental Revolving Loans, then upon written notice to the Administrative Agent, Borrower may from time to time request to effect one or more increases in the aggregate amount of the Commitments (i) additional term loans (the “Incremental Term Loans” and the related commitments, the “Incremental Term Loan Commitments”) in an aggregate principal amount not to exceed $400,000,000; provided that any such increase shall be in an aggregate amount of $50,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) additional revolving loans (the “Incremental Revolving Loans” and the related commitments, the “Incremental Revolving Loan Commitments”) in an aggregate principal amount not to exceed $100,000,000; provided that any such increase shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof; provided, further, that the Senior Secured Leverage Ratio, as any existing Lender approached to provide all or a portion of the date Incremental Term Loans and related commitments or Incremental Revolving Loans and related commitments may elect or decline, in its sole discretion, to provide such loans and commitments. The Incremental Term Loans (A) shall rank pari passu in right of payment and right of security in respect of the Collateral with the Term B Loans and (B) other than amortization, pricing and maturity date, shall have the same terms as Term B Loans existing immediately prior to the effectiveness of any the amendment creating such Incremental CommitmentsTerm Loans; provided that (x) if the interest rate spreads relating to such new Incremental Term Loans exceed the Applicable Rate at any pricing level for the Term B Loans (including any upfront fees or original issue discount payable to the Lenders providing such Incremental Term Loans), would then the Applicable Rate for the Term B Loans shall be adjusted to be equal to or less than 3.50:1.00such interest rate spreads, calculated on a Pro Forma Basis (treating any such proposed y) the Incremental Commitments as fully drawn and the Term Loans thereunder outstanding) (provided that any proceeds of such Incremental Commitments and any proceeds of any substantially simultaneous incurrence of Indebtedness shall not be netted from Consolidated Senior Secured Indebtedness for purposes of calculating have a final maturity date earlier than the Senior Secured Leverage RatioTerm B Loan Maturity Date, and (z) plus (ii) $100,000,000 (less the aggregate principal amount of all loans incurred after Incremental Term Loans shall not have a Weighted Average Life to Maturity that is shorter than the Second Amendment and Restatement Date pursuant then-remaining Weighted Average Life to Section 2.18 Maturity of the Term Loan Facility (B Loans. Any Term B Lender or other “incremental” provisions of the additional bank or financial institution electing to make available an Incremental Term Loan Facility). For Commitment (an “Incremental Term Lender”) shall become a Lender or make its Incremental Term Loan Commitment available, as the avoidance of doubtcase may be, under this Agreement, pursuant to an amendment (an “Incremental Facility Amendment”) to this Agreement giving effect to the modifications permitted by this Section 2.21 and, as appropriate, the Borrower may establish other Loan Documents, executed by the Loan Parties, each Incremental Commitments under this Section 2.20 Term Lender and the Administrative Agent, and to any other documentation, in reliance each case 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 terms and documentation satisfactory to the Administrative Agent for any and the Lead Arranger. The Incremental Commitments an explicit election Revolving Loans (A) shall rank pari passu in right of payment and right of security in respect of the Collateral with the Revolving Loans and (B) other than pricing and maturity date, shall have the same terms as Revolving Loans existing immediately prior to establish the effectiveness of the amendment creating such Incremental Commitments pursuant Revolving Loans; provided that (x) if the interest rate spreads and unused commitment fees relating to Section 2.20(a)(i) such new Incremental Revolving Loans exceed the Applicable Rate and unused commitment fees at any pricing level for the Revolving Loans (including any upfront fees or Section 2.20(a)(iioriginal issue discount payable to the Lenders providing such Incremental Revolving Loans), then the Borrower Applicable Rate and unused commitment fees for the Revolving Loans shall be deemed adjusted to be equal to such interest rate spreads, and (y) the Incremental Revolving Loans shall not have elected a final maturity date earlier than the applicable maturity date of the Revolving Loans. Any Revolving Lender or additional bank or financial institution electing to establish such make available an Incremental Commitments Revolving Commitment (an “Incremental Revolving Lender”) shall become a Lender or make its Incremental Revolving Commitment available, as the case may be, under Section 2.20(a)(i) this Agreement, pursuant to an Incremental Facility Amendment to this Agreement giving effect to the extent such Incremental Commitments are modifications permitted to be incurred under such clause. Upon by this Section 2.21 and, as appropriate, the receipt of such request other Loan Documents, executed by the AgentLoan Parties, the Agent shall deliver a copy thereof to each Lender. Such notice shall 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 remaining amount available for Incremental Commitments) and the date on which such increase is requested to become effective. The Incremental Commitments may be made by any existing Lender (provided that no existing Lender shall have any obligation to provide any Incremental Commitment and none of the Borrower or its Affiliates has any obligation to offer any existing Lender the right to provide any Incremental Commitment) or by any other bank or other financial institution that is willing to provide Incremental Commitments (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 the approval of the Agent, the Swingline Revolving Lender and the Issuing Lender (which approvals shall not be unreasonably withheld) Administrative Agent, and to any other documentation, in each case on terms and documentation satisfactory to the Administrative Agent and the Borrower Lead Arranger. An Incremental Facility Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and each Additional Lender shall execute all such documentation the other Loan Documents as may be necessary or appropriate, in the Agent shall reasonably specify opinion of the Administrative Agent, to evidence its Commitment and/or its status as a Lender hereundereffect the provisions of this Section 2.21.

Increase in Commitments. (a) The Borrower At their election, the Borrowers may, by written upon notice from the Company to the AgentAdministrative Agent (which shall promptly notify the Lenders), from time to time on or 47 after the Closing Date, request an increase in the Commitments (a “Commitment Increase”); provided that (i) at the time of any such request and upon the effectiveness of the Commitment Increase referred to effect one or below, no Default shall exist and Holdings shall be in pro forma compliance with the financial covenants set forth in Section 7.11 (as demonstrated in a Compliance Certificate executed by a Responsible Officer of Holdings), (ii) no existing Lender shall be required to provide any portion of any Commitment Increase, (iii) each Commitment Increase shall be in a minimum amount of $10,000,000 and in increments of $1,000,000 in excess thereof, (iv) no more increases in than three requests for a Commitment Increase may be made during the term of this Agreement and (v) the aggregate amount of all such Commitment Increases shall not exceed, collectively, $50,000,000 (which such amount shall be reduced on a dollar-for-dollar basis for the amount of the Aggregate Commitments in excess of $100,000,000 on the Closing Date). At the time of sending such notice, the Company (in consultation with the “Incremental Commitments”Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in an aggregate principal amount not to exceed (i) an amount such that the Senior Secured Leverage Ratio, as of no event be less than ten Business Days from the date of the effectiveness delivery of any such Incremental Commitments, would be equal to or less than 3.50:1.00, calculated on a Pro Forma Basis (treating any such proposed Incremental Commitments as fully drawn and the Loans thereunder outstanding) (provided that any proceeds of such Incremental Commitments and any proceeds of any 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 Loan Facility (or 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 Commitments an explicit election to establish Lenders). Any such Incremental Commitments pursuant to Section 2.20(a)(i) or Section 2.20(a)(ii), then the Borrower shall be deemed to have elected to establish such Incremental Commitments under Section 2.20(a)(i) 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 deliver a copy thereof to each Lender. Such notice shall set forth the amount and terms of the relevant Commitment Increase requested Incremental Commitments by the Borrowers and to be agreed by any Lenders or Additional Lenders (as defined below) providing such Commitment Increase. The Borrowers may arrange for one or more banks or other financial institutions, each of which shall be (i) in minimum increments of $1,000,000 and a minimum amount of $25,000,000 or (ii) equal reasonably satisfactory to the remaining amount available for Incremental Commitments) Administrative Agent and, with respect to Commitment Increases, the Swing Line Lenders and the date on which L/C Issuers (any such increase is requested to become effective. The Incremental Commitments may be made by any existing Lender (provided that no existing Lender shall have any obligation to provide any Incremental Commitment and none of the Borrower or its Affiliates has any obligation to offer any existing Lender the right to provide any Incremental Commitment) or by any other bank or other financial institution that is willing to provide Incremental Commitments (any such other bank or other financial institution, being called an “Additional Lender”); provided that , to provide a portion of the Commitment Increase, and each Additional Lender, if not already a existing Lender hereunder, shall be subject to the approval of the Agentafforded an opportunity, the Swingline Lender and the Issuing Lender (which approvals but shall not be unreasonably withheld) and the Borrower and each required, to provide a portion of such Commitment Increase. Each Additional Lender shall execute all such documentation as the Agent shall reasonably specify to evidence its Commitment and/or its status as become a Lender hereunderhereunder pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel. As a condition precedent to any Commitment Increase, the Company shall deliver to the Administrative Agent and the Lenders such information as may be requested pursuant to Section 4.01(a)(xi), and to the Administrative Agent a certificate of each Loan Party dated as of the effective date of any such Commitment Increase (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (a) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such Commitment Increase, and (b) in the case of the Company, certifying that, before and after giving effect to such Commitment Increase, (i) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the effective date of any such Commitment Increase, except that (A) if a qualifier relating to materiality, Material Adverse Effect or a similar concept applies, such representation or warranty is true and correct in all respects, (B) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date (except that if a qualifier relating to materiality, Material Adverse Effect or a similar concept applies, such representation or warranty is true and correct in all respects as of such earlier date), and (C) for purposes of this Section 2.15, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (ii) no Default exists. No Commitment Increase shall increase the Letter of Credit Sublimit or the Swing Line Sublimit without the written consent of the L/C Issuers or the Swing Line Lenders, as applicable. This Section shall supersede any provisions in Sections 2.13 or 10.01 to the contrary. Cash Collateral.

Increase in Commitments. (a) The Any Borrower may, may by written notice to the Agent, request Administrative Agent elect to effect add one or more increases incremental term loan facilities hereunder (each, an “Incremental Term Facility”; the commitments thereunder are referred to as “Incremental Term Loan Commitments” 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 the aggregate case of any Incremental Revolving Increase, the full amount thereof is drawn) shall not (as of any date of incurrence thereof) exceed the Commitments sum of (the “Incremental Commitments”A) in an aggregate principal amount not to exceed $450,000,000 and (iB) an amount such that that, subject to Section 1.03(e), at the Senior time of such incurrence and after giving effect thereto on a pro forma basis the Secured Leverage Ratio, as of the date of the effectiveness Ratio (calculated assuming (i) no proceeds of any such Incremental Commitments, would Facility shall be equal to or less than 3.50:1.00, calculated on a Pro Forma Basis considered Unrestricted Cash and (treating ii) any such proposed Incremental Commitments amounts incurred under clause (A) concurrently with amounts incurred under clause (B) will not count as fully drawn and the Loans thereunder outstanding) (provided that any proceeds of such Incremental Commitments and any proceeds of any substantially simultaneous incurrence of Indebtedness shall not be netted from Consolidated Senior Secured Indebtedness for the purposes of calculating the Senior Secured Leverage RatioRatio in clause (B) plus at such time) is less than or equal to 3.00 to 1.00 and (ii2) $100,000,000 (the total aggregate amount for each Incremental Facility shall not be less the aggregate principal amount of all loans incurred after the Second Amendment and Restatement Date pursuant to Section 2.18 of the Term Loan Facility (or 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 Commitments an explicit election to establish such Incremental Commitments pursuant to Section 2.20(a)(i) or Section 2.20(a)(ii), then the Borrower shall be deemed to have elected to establish such Incremental Commitments under Section 2.20(a)(i) 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 deliver a copy thereof to each Lender. Such notice shall set forth the amount of the requested Incremental Commitments (which shall be (i) in minimum increments of $1,000,000 and than a minimum principal amount of $25,000,000 or (ii) equal to or, if less, the remaining amount available for permitted pursuant to the foregoing clause (1). Each such notice shall specify (x) the date (each, an “Increase Effective Date”) on which such Borrower proposes that the Incremental Commitments) and Facility shall be effective, which shall be a date not less than five Business Days after the date on which such increase notice is requested delivered to become effective. The the Administrative Agent and (y) the identity of each Eligible Assignee to whom such Borrower proposes any portion of such Incremental Commitments may Facility be made by allocated and the amounts of such allocations; provided that any existing Lender (provided that no existing Lender shall have any obligation approached to provide any Incremental Commitment and none all or a portion of the Borrower Incremental Facility may elect or decline, in its Affiliates has any obligation to offer any existing Lender the right sole discretion, to provide any Incremental Commitment) or by any other bank or other financial institution that is willing to provide Incremental Commitments (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 the approval portion 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 documentation as the Agent shall reasonably specify to evidence its Commitment and/or its status as a Lender hereunderIncremental Facility.

Increase in Commitments. (a) The Borrower may, by written notice to the Agent, may request to effect one or more increases (in the aggregate amount of the writing) Incremental Commitments (the “Incremental Commitments”) in an aggregate principal amount not to exceed exceed, in the aggregate, $750,000,000 (i) an amount such that the Senior Secured Leverage Ratio, as of the date of the effectiveness of any such Incremental Commitments, would be equal to or less than 3.50:1.00, calculated on a Pro Forma Basis (treating any such proposed Incremental Commitments as fully drawn and the Loans thereunder outstanding) (provided that any proceeds of such Incremental Commitments and any proceeds of any 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 minus the aggregate principal amount of all loans incurred after the Second Amendment and Restatement Date Indebtedness issued pursuant to Section 2.18 8.2(p) on or prior to the date of such request, but not to be reduced by the aggregate principal amount of any such Incremental Term Loans, or 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 Loan Facility Loans), in increments of (x) no less than $75,000,000 (or other “incremental” provisions of such lesser amount if the Term Loan Facility). For the avoidance of doubt, the Borrower may establish remaining available Incremental Commitments under Commitment pursuant to this Section 2.20 in reliance on Section 2.20(a)(i2.4 is less than $75,000,000) at any one time with respect to the extent permitted prior to using Section 2.20(a)(ii). Notwithstanding the foregoing, Incremental Term Loans and (y) no less than $5,000,000 (or such lesser amount if the Borrower has not included in such notice 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) willing to provide such Incremental Commitments. Requests for any Incremental Commitments an explicit election to establish such Incremental Commitments pursuant may be, at the Borrower’s option, for Incremental Revolving Loans (at any time prior to Section 2.20(a)(ithe later of the (i) or Section 2.20(a)(ii)Revolving Termination Date and (ii) the latest Extended Revolving Termination Date, then if any) and/or Incremental Term Loans. In the event the Borrower shall be deemed to have elected to establish such request Incremental Commitments under Section 2.20(a)(i) to the extent such Incremental Commitments are permitted to be incurred under such clause. Upon the receipt of Term Loans, such request by the Agent, the Agent shall deliver a copy thereof to each Lender. Such notice shall set forth (i) 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 Term Loans being requested, (ii) equal to the remaining amount available for Incremental Commitments) and the date on which such increase is Incremental Term Loans are requested to become effectivebe 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 Tranche B-1 Term Loans or whether such Incremental Term Loans are to have a different yield than the Tranche B-1 Term Loans (“Other Term Loans”); provided, that, if the yield in respect of any 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 increased so that the yield in respect of such Other Term Loans (giving effect to 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. The All Incremental Commitments may Term Loans (including Other Term Loans) shall otherwise be made by on substantially identical terms as the Tranche B-2 Term Loans, except as set forth in any existing Lender (provided that no existing applicable Incremental Commitment Agreement, and, in the case of Other Term Loans, with respect to the interest rate margin applicable thereto. No Agent or Lender shall have any obligation be obligated to provide any Incremental Commitment and none of the Borrower deliver or its Affiliates has any obligation to offer any existing Lender the right to provide fund any Incremental Commitment) or by any other bank or other financial institution that is willing to provide . The Borrower may borrow under the Incremental Commitments (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 only five times during the approval term 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 documentation as the Agent shall reasonably specify to evidence its Commitment and/or its status as a Lender hereunderthis Agreement.

Increase in Commitments. (a) The Borrower may, by written notice at its option, at any time or from time to time prior to the AgentTermination Date, request increase the Total Commitments by requesting the existing Lenders or new lenders to effect one or more increases in the aggregate amount of the Commitments (the “Incremental Commitments”) in an aggregate principal amount not commit to exceed any such increase; provided that: (i) an amount such that the Senior Secured Leverage Ratio, as of the date of the effectiveness of no Lender shall be required to commit to any such Incremental Commitments, would be equal to or less than 3.50:1.00, calculated on a Pro Forma Basis (treating any such proposed Incremental Commitments as fully drawn and the Loans thereunder outstanding) (provided that any proceeds of such Incremental Commitments and any proceeds of any substantially simultaneous incurrence of Indebtedness shall not be netted from Consolidated Senior Secured Indebtedness for purposes of calculating the Senior Secured Leverage Ratio) plus increase; (ii) $100,000,000 no such increase shall become effective unless at the time thereof and after giving effect thereto (less A) no Default or Event of Default shall have occurred and be continuing, (B) Parent is in compliance with the aggregate principal amount financial covenants set forth in Section 7.1, (C) each of all loans incurred after the Second Amendment representations and Restatement Date warranties made by any Loan Party in or pursuant to Section 2.18 of the Term Loan Facility (or other “incremental” provisions of the Term Loan Facility). For the avoidance of doubtDocuments shall be true and correct in all material respects; provided that, the Borrower may establish Incremental Commitments under this Section 2.20 in reliance on Section 2.20(a)(i) to the extent permitted prior any such representation and warranty is already qualified by materiality or reference to using Section 2.20(a)(ii). Notwithstanding the foregoingMaterial Adverse Effect, if the Borrower has not included such representation shall be true and correct in such notice to all respects, and (D) the Administrative Agent for any Incremental Commitments an explicit election shall have received a certificate from the Borrower to establish such Incremental Commitments the effect of (A), (B) and (C) of clause (ii); (iii) no new lender shall become a Lender pursuant to this Section 2.20(a)(i) or Section 2.20(a)(ii), then 2.21 unless such lender is an Eligible Assignee and the Borrower shall be deemed to have elected to establish such Incremental Commitments under Section 2.20(a)(i) to the extent such Incremental Commitments are permitted to be incurred under such clause. Upon the receipt of such request by the Agent, the Administrative Agent shall deliver a copy thereof to each Lender. Such notice shall set forth the amount of the requested Incremental Commitments (have given its prior written consent, which shall be (i) in minimum increments of $1,000,000 and a minimum amount of $25,000,000 or (ii) equal to the remaining amount available for Incremental Commitments) and the date on which such increase is requested to become effective. The Incremental Commitments may be made by any existing Lender (provided that no existing Lender shall have any obligation to provide any Incremental Commitment and none of the Borrower or its Affiliates has any obligation to offer any existing Lender the right to provide any Incremental Commitment) or by any other bank or other financial institution that is willing to provide Incremental Commitments (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 the approval of the Agent, the Swingline Lender and the Issuing Lender (which approvals consent shall not be unreasonably withheld; and (iv) and the Total Commitments after such increase shall not exceed $500,000,000. The Borrower shall be entitled to pay upfront or other fees to such lenders who extend credit pursuant to this Section 2.21 as the Borrower and such lenders may agree. Such increases in the Commitments shall become effective on the date (each Additional such date, an “Increased Facility Closing Date”) specified in an activation notice delivered to the Administrative Agent no less than 10 Business Days prior to effective date of such notice specifying the amount of the increase and the effective date thereof. Each new lender that provides any part of any such increase in the Commitments (a “New Lender”) shall execute a New Lender Supplement (each, a “New Lender Supplement”), substantially in the form of Exhibit E, whereupon such New Lender shall execute all such documentation as the Agent shall reasonably specify to evidence its Commitment and/or its status as become a Lender hereunderfor all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement. Unless otherwise agreed by the Administrative Agent, on each Increased Facility Closing Date, the Borrower shall borrow Revolving Loans under the relevant increased Commitments from each Lender participating in the relevant increase in an amount determined by reference to the amount of each Type of Loan (and, in the case of Eurodollar Loans, of each Eurodollar Tranche) which would then have been outstanding from such Lender if (x) each such Type or Eurodollar Tranche had been borrowed or effected on such Increased Facility Closing Date and (y) the aggregate amount of each such Type or Eurodollar Tranche requested to be so borrowed or effected had been proportionately increased, and, if applicable in connection with such increased Commitments, the Borrower shall pay all amounts due under Section 2.17. The Adjusted LIBO Rate applicable to any Eurodollar Loan borrowed pursuant to the preceding sentence shall equal the rate then applicable to the Eurodollar Loans of the other Lenders in the same Eurodollar Tranche (or, until the expiration of the then-current Interest Period, such other rate as shall be agreed upon between the Borrower and the relevant Lender).

Increase in Commitments. (a) Request for Increase. The Borrower Company may, by written notice from time to the Agenttime, request to effect one or more increases in the aggregate amount of the Commitments (the “Incremental Commitments”) in an aggregate principal amount not to exceed (i) an amount such that the Senior Secured Leverage Ratio, as of the date of the effectiveness of any such Incremental Commitments, would be equal to or less than 3.50:1.00, calculated on a Pro Forma Basis (treating any such proposed Incremental Commitments as fully drawn and the Loans thereunder outstanding) (provided that any proceeds of such Incremental Commitments and any proceeds of any 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 Loan Facility (or 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 by notice to the Administrative Agent for any Incremental (x) during the Availability Period one or more increases of the Commitments an explicit election to establish such Incremental Commitments pursuant to Section 2.20(a)(i(each, a “Term Loan Commitment Increase”) or Section 2.20(a)(ii), then (y) after the Borrower shall Availability Period has ended one or more term loan tranches to be deemed to have elected to establish such Incremental Commitments under Section 2.20(a)(i) made available to the extent such Company (each, an “Incremental Commitments are permitted Term Loan”; each Incremental Term Loan and each Term Loan Commitment Increase, collectively, referred to be incurred under such clause. Upon as the receipt of such request by the Agent, the Agent shall deliver a copy thereof to each Lender. Such notice shall set forth the amount of the requested “Incremental Commitments (which shall be Increases”); provided that (i) the principal amount for all such Incremental Increases in minimum increments of the aggregate since the Closing Date (including the then requested Incremental Increase) shall not exceed $1,000,000 and 500,000,000; (ii) any such request for an Incremental Increase shall be in a minimum amount of $25,000,000 50,000,000 (or (ii) equal to a lesser amount in the event such amount represents all remaining amount available for Incremental Commitmentsavailability under this Section) and the date on which Company may make a maximum of two such requests; (iii) no Term Loan Commitment Increase shall increase is requested to become effective. The any Lender’s Commitment without the consent of such Lender; (iv) each Incremental Commitments may be made by any existing Lender (provided that no existing Lender Term Loan shall have any obligation an Applicable Rate or pricing grid as determined by the Lenders providing such Incremental Term Loans and the Company; and (v) except as provided above, all other terms and conditions applicable to provide any Incremental Commitment and none of the Borrower or its Affiliates has any obligation to offer any existing Lender the right to provide any Incremental Commitment) or by any other bank or other financial institution that is willing to provide Incremental Commitments (any such other bank or other financial institution, an “Additional Lender”); provided that each Additional Lender, if not already a Lender hereunder, Term Loan shall be subject reasonably satisfactory to the approval of the Administrative Agent, the Swingline Lender applicable Lenders providing such Incremental Term Loan and the Issuing Lender Company (which approvals shall not be unreasonably withheld) and the Borrower and each Additional Lender shall execute all such documentation as the Agent shall reasonably specify to evidence its Commitment and/or its status it being understood that if any terms taken as a Lender hereunderwhole are materially more favorable to the applicable Lenders providing such Incremental Term Loan than those applicable under this Agreement, as reasonably determined by the Administrative Agent, then that shall constitute a reasonable basis for the Administrative Agent not to be satisfied with such terms).

Increase in Commitments. (a) The Borrower mayFrom time to time (but not more than on 2 occasions) during the period from and after the Closing Date through the earlier of (x) the date that is 24 months after the Closing Date, and (y) the 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 the Agent, request to effect one or more increases in the aggregate amount of the Commitments (the “Incremental Commitments”) in an aggregate principal amount not to exceed Agent if and only if (i) an amount such that each of the Senior Secured Leverage Ratio, conditions precedent set forth in Section 3.2 are satisfied as of the date of the effectiveness of any such Incremental CommitmentsIncrease Effective Date, would be equal to or less than 3.50:1.00, calculated on a Pro Forma Basis (treating any such proposed Incremental Commitments as fully drawn and the Loans thereunder outstanding) (provided that any proceeds of such Incremental Commitments and any proceeds of any 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 Borrowers have delivered to Agent updated pro forma Projections (less after giving effect to the aggregate principal amount of all loans incurred after proposed increase) for Parent and its Subsidiaries reflecting compliance on a pro forma basis with the Second Amendment and Restatement Date pursuant financial covenant (but only if such financial covenant was required to Section 2.18 be satisfied during such period as a result of the Term Loan Facility commencement or existence of a Financial Covenant Period) in Section 7 for the 4 fiscal quarter period (or other “incremental” provisions of on a quarter-by-quarter basis) following the Term Loan Facility). For the avoidance of doubtIncrease Effective Date, the Borrower may establish Incremental Commitments under this Section 2.20 in reliance on Section 2.20(a)(i) form and content reasonably acceptable 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 Commitments an explicit election to establish such Incremental Commitments pursuant to Section 2.20(a)(i) or Section 2.20(a)(ii), then the Borrower shall be deemed to have elected to establish such Incremental Commitments under Section 2.20(a)(i) to the extent such Incremental Commitments are permitted to be incurred under such clause. Upon the receipt of such request by the Agent, the (iii) Borrowers and Agent shall deliver a copy thereof to each Lender. Such notice shall set forth have reached agreement on the amount of the requested Incremental Commitments supplemental closing fee to be paid by Borrowers to Agent on the Increase Effective Date, (which iv) Borrowers shall be have paid to Agent all supplemental closing fees due and payable as of the Increase Effective Date, and (iv) in minimum increments Agent or Borrowers have obtained the commitment of $1,000,000 one or more Lenders (or other prospective lenders) reasonably satisfactory to Agent and a minimum amount of $25,000,000 or (ii) equal Borrowers to provide the remaining amount available for Incremental Commitments) and proposed increase. Each such notice shall specify the date on which such the proposed increase is requested to become effective. The Incremental Commitments may be made by any existing Lender effective (provided that no existing Lender shall have any obligation to provide any Incremental Commitment and none of the Borrower or its Affiliates has any obligation to offer any existing Lender the right to provide any Incremental Commitment) or by any other bank or other financial institution that is willing to provide Incremental Commitments (any such other bank or other financial institution, an “Additional LenderIncrease Effective Date”); provided that each Additional Lender, if not already a Lender hereunder, shall be subject to the approval of the Agent, the Swingline Lender and the Issuing Lender (which approvals date shall not be unreasonably withheld) less than 10 Business Days after the date of such notice. Each proposed increase shall be in an amount of at least $10,000,000 and the Borrower and each Additional Lender shall execute all such documentation as the Agent shall reasonably specify to evidence its Commitment and/or its status as a Lender hereunderintegral multiples of $5,000,000 in excess thereof.

Increase in Commitments. (a) The Borrower maymay request, on one or more occasions, by written notice (an “Incremental Borrowing Notice”) to the AgentAdministrative Agent (for further distribution to the Lenders) at any time after the Closing Date and prior the Latest Maturity Date, request to effect incur one or more increases in Incremental Term Loan Facilities or Incremental Revolving Credit Facilities (collectively, “Incremental Facilities”) or increase the aggregate amount of the Commitments Revolving Facility from one or more Incremental Term Lenders or Incremental Revolving Credit Lenders, as applicable, which may include any existing Lender or an Additional Lender (the “Incremental Commitments”each of which shall be entitled to agree or decline to participate in its sole discretion) in an aggregate principal amount for all such requests not to exceed the sum of (iw) an $50.0 million, plus (x) the amount such that the Senior Secured Leverage Ratio, as of all voluntary prepayments of the date 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 effectiveness Loans in respect of such Incremental Term Loan Commitments and/or Incremental Revolving Credit Commitments (assuming the full amount thereof is 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 Lender, and the existing Lenders will be afforded the opportunity to provide all or part of such Incremental CommitmentsFacility, would (b) no Default or Event of Default exists immediately before or after giving effect thereto, (c) Borrower shall be equal to or less than 3.50:1.00in compliance with the covenants set forth in Section 7.07, calculated on a Pro Forma Basis immediately before or after giving effect thereto, (treating d) after giving pro forma effect to such incurrence, the Leverage Ratio, calculated on a Pro Forma Basis, shall 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 proposed Incremental Commitments as fully drawn 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 Loans thereunder outstandingcorresponding 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), by four (provided that any proceeds of such Incremental Commitments and any proceeds of any substantially simultaneous incurrence of Indebtedness shall not be netted from Consolidated Senior Secured Indebtedness for purposes of calculating the Senior Secured Leverage Ratio) plus yield related to the original issue discount and/or upfront fee percentage of the Incremental Facilities, if the weighted average life to maturity of the Incremental Facility is shorter than four years, the actual weighted average life to maturity); provided, that the yield determined by summing clauses (i), (ii) $100,000,000 and (less iii) above shall be rounded (up or down, as the aggregate principal amount of all loans incurred after the Second Amendment and Restatement Date pursuant to Section 2.18 of the Term Loan Facility (or other “incremental” provisions of the Term Loan Facility). For the avoidance of doubt, the Borrower case may establish Incremental Commitments under this Section 2.20 in reliance on Section 2.20(a)(ibe) to the extent permitted prior 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 corresponding existing facility, (i) the weighted average life to using Section 2.20(a)(ii). Notwithstanding maturity of any Incremental Facility that is an additional term loan facility shall not be shorter than that of the foregoingexisting Term Loan facility, (j) all other terms of such Incremental Facility that is an additional term loan facility or additional revolving facility, if not consistent with the terms of the corresponding existing facility (A) shall be as mutually agreed upon between Borrower has not included in such notice to and the Administrative Agent for any Incremental Commitments an explicit election to establish lenders providing such Incremental Commitments pursuant to Section 2.20(a)(iFacility and (B) or Section 2.20(a)(ii), then shall not be more restrictive in any material respect than the Borrower 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 deemed to have elected to establish such requested in minimum amounts of $5 million or a higher multiple of $1 million. Each Incremental Commitments under Section 2.20(a)(i) 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 deliver a copy thereof to each Lender. Such notice Borrowing Notice shall set forth (i) the amount of the requested Incremental Term Loan Commitments (which shall be (i) in minimum increments of $1,000,000 and a minimum amount of $25,000,000 or Incremental Revolving Credit Commitments being requested, (ii) equal to the remaining amount available for Incremental Commitments) and the date on which such increase is Incremental Term Loan Commitments or Incremental Revolving Credit Commitments are requested to become effective. The Incremental Commitments may be made by any existing Lender (provided that no existing Lender shall have any obligation to provide any Incremental Commitment and none of the Borrower or its Affiliates has any obligation to offer any existing Lender the right to provide any Incremental Commitment) or by any other bank or other financial institution that is willing to provide Incremental Commitments (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 the approval of the Agent, the Swingline Lender and the Issuing Lender effective (which approvals shall not be unreasonably withheldless 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 Borrower Term Loans (“Other Term Loans”). The proceeds of each Incremental Facility may be used to finance working capital needs and each Additional Lender shall execute for general corporate purposes. Notwithstanding anything contained herein to the contrary, it is acknowledged and agreed that all such documentation as Incremental Revolving Credit Commitments, if any, are to be Revolving Commitments and based on the Agent shall reasonably specify to evidence its Commitment and/or its status as a Lender hereunderterms and conditions set forth herein for Revolving Commitments and Revolving Loans.

Increase in Commitments. (a) The Borrower may, by written Upon notice to the AgentAdministrative Agent (which shall promptly notify the Lenders), request the Borrower may request: additional Term Commitments and/or additional Revolving Credit Commitments (each, a “Commitment Increase”) pursuant to any Commitment Increase and Joinder Agreement; provided that after giving effect one or more increases in to any such addition, the 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 Commitments (the “Incremental Commitments”) in an aggregate principal amount not to exceed sum of (i) after the Second Amendment Effective Date, $375,000,000, (ii) (A) in the case of any Commitment Increase that effectively extends the maturity of any Tranche of the existing Term Loans or Revolving Credit Facility, an amount equal to such Term Loan or Revolving Credit Facility replaced with such Commitment Increase and (B) in the case of any Commitment Increase that effectively replaces any Revolving Credit Commitment terminated under Section 3.09 or Section 11.01(f), an amount equal to the portion of the relevant terminated Revolving Credit Commitments, (iii) the amount of any voluntary prepayments of the Term Loans or any permanent reduction of the Revolving Credit Commitments (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 (B) if such Commitment Increase is secured by a Lien on the Collateral that is junior to the Lien securing the Facilities, the Senior Secured Leverage Ratio, as Ratio does not exceed 4.00:1.00; provided that for purposes of calculating such First Lien Leverage Ratio or Senior Secured Leverage Ratio under this clause (iv) (1) the date of the effectiveness of proceeds from any such Incremental Commitments, would be equal to or less than 3.50:1.00, calculated on a Pro Forma Basis (treating any such proposed Incremental Commitments as fully drawn and the Loans thereunder outstanding) (provided that any proceeds of such Incremental Commitments and any proceeds of any substantially simultaneous incurrence of Indebtedness Commitment Increase shall not be netted from Consolidated Senior Secured Indebtedness for purposes of calculating and (2) any Revolving Credit Commitments then being incurred or established shall be assumed to be fully drawn and (v) with respect to the Senior Secured Leverage RatioAdditional Term A Loans and Additional Revolving Credit Commitments (each as defined in the Second Amendment) plus (ii) $100,000,000 (less the aggregate principal amount of all loans incurred after established under the Second Amendment on the Second Amendment Effective Date, an aggregate amount equal to $173,150,000. It is understood and Restatement Date pursuant to Section 2.18 agreed that, unless the Borrower otherwise notifies the Administrative 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 Term Loan Facility applicable date of determination, such Commitment Increase or Incremental Equivalent Debt (or 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)(irelevant portion thereof) 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 Commitments an explicit election to establish such Incremental Commitments pursuant to Section 2.20(a)(i) or Section 2.20(a)(ii), then the Borrower shall be deemed to have elected to establish such Incremental Commitments under Section 2.20(a)(ibeen incurred in reliance on clause (iv) of this clause (a) prior to the extent such Incremental Commitments are permitted to be incurred utilization of any amount available under such clause. Upon the receipt of such request by the Agent, the Agent shall deliver a copy thereof to each Lender. Such notice shall set forth the amount of the requested Incremental Commitments (which shall be clause (i) of this clause(a). Each such addition under this Section 2.16(a). shall be in minimum increments an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 and a minimum amount of $25,000,000 or (ii) equal to the remaining amount available for Incremental Commitments) and the date on which such increase is requested to become effective. The Incremental Commitments may be made by any existing Lender (provided that no existing Lender shall have any obligation to provide any Incremental Commitment and none of the Borrower or its Affiliates has any obligation to offer any existing Lender the right to provide any Incremental Commitment) or by any other bank or other financial institution that is willing to provide Incremental Commitments (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 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 documentation as the Agent shall reasonably specify to evidence its Commitment and/or its status as a Lender hereunderin excess thereof.

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; provided that, without the prior written consent of all of the Lenders, (a) The Borrower may, by written notice to the Agent, request to effect one or more increases in Aggregate Commitment shall at no time exceed $200,000,000 minus the aggregate amount of all reductions in the Commitments Aggregate Commitment previously made pursuant to Section 2.5(A) or (B); (b) the “Incremental Commitments”) in an aggregate principal amount Company shall not to exceed (i) an amount such that the Senior Secured Leverage Ratio, as of the date of the effectiveness of make any such Incremental Commitments, would be equal request during the six month period following any reduction in the Aggregate Commitment previously made pursuant to Section 2.5(A) or less than 3.50:1.00, calculated on a Pro Forma Basis (treating any such proposed Incremental Commitments as fully drawn and B); (c) the Loans thereunder outstanding) (provided that any proceeds of such Incremental Commitments and any proceeds of any substantially simultaneous incurrence of Indebtedness Company shall not be netted from Consolidated Senior Secured Indebtedness for purposes entitled to make more than one such request during the term of calculating the Senior Secured Leverage Ratiothis Agreement; and (d) plus (ii) $100,000,000 (less the aggregate principal each such request shall be in a minimum amount of all loans incurred after the Second Amendment at least $25,000,000 and Restatement Date pursuant to Section 2.18 increments of the Term Loan Facility (or other “incremental” provisions of the Term Loan Facility)$1,000,000 in excess thereof. For the avoidance of doubt, the Borrower may establish Incremental Commitments under this Section 2.20 Such request shall be made 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 a written notice given to the Administrative Agent for any Incremental Commitments an explicit election to establish such Incremental Commitments pursuant to Section 2.20(a)(iand the Lenders by the Company not less than twenty (20) or Section 2.20(a)(ii), then the Borrower shall be deemed to have elected to establish such Incremental Commitments under Section 2.20(a)(i) Business Days prior to the extent such Incremental Commitments are permitted to be incurred under such clause. Upon the receipt proposed effective date of such request by the Agentincrease, the Agent which notice (a "Commitment Increase Notice") shall deliver a copy thereof to each Lender. Such notice shall set forth specify the amount of the requested Incremental Commitments (which 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 (i) given the opportunity to participate in minimum increments of $1,000,000 and a minimum amount of $25,000,000 or (ii) equal the requested increase ratably in proportions that their respective Commitments bear to the remaining amount available for Incremental Commitments) and the date on which such increase is requested to become effectiveAggregate Commitment. The Incremental Commitments may be made by any existing Lender (provided that no existing No Lender shall have any obligation to provide any Incremental increase its Commitment and none pursuant to a Commitment Increase Notice. On or prior to the date that is fifteen (15) Business Days after receipt of the Borrower or its Affiliates has any obligation Commitment Increase Notice, each Lender shall submit to offer any existing Lender the right to provide any Incremental Commitment) or Administrative Agent a notice indicating the maximum amount by any other bank or other financial institution that which it is willing to provide Incremental Commitments (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 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 documentation as the Agent shall reasonably specify to evidence its Commitment and/or its status as a Lender hereunder.increase its

Increase in Commitments. (a) The Borrower mayBorrowers shall have the right to request, not more frequently than once per calendar quarter, increases in the Aggregate Commitments by providing written notice to Administrative Agent; provided, however, that after giving effect to any such increases, the Aggregate Commitments shall not exceed One Billion Four Hundred Ten Million Dollars ($1,410,000,000). Each such increase in the Aggregate Commitments must be in an integral multiple of Twenty-Five Million Dollars ($25,000,000), and, as to any new or increasing Lender, shall be allocated among the Revolving Loan Commitments and the Term Loan Commitments of such Lender in proportion to the aggregate amount of all Revolving Loan Commitments to the aggregate amount of all Term Loan Commitments existing immediately prior to such increase. Any property to be taken as Collateral in connection with any such increase in the Aggregate Commitments shall be subject to satisfaction of the conditions set forth in Section 9.30 and such property must be approved by the Required Lenders, which approval may be granted or withheld in each Required Lender’s sole and absolute discretion. Administrative Agent, request in consultation with Borrowers, shall manage all aspects of the syndication of such increase in the Aggregate Commitments, including decisions as to effect one the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase and the allocations of the increase in the Aggregate Commitments 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 Commitment. Effecting the increase of the Aggregate Commitments under this Section is subject to the following conditions precedent (together with any other conditions precedent imposed by Administrative Agent and the Lenders in their sole and absolute discretion): (i) no Default or more increases Potential Default shall be in existence on the effective date of such increase; (ii) except as disclosed to Administrative Agent in writing, the representations and warranties made by Borrowers and Guarantor in any Loan Document shall be true or correct in all material respects on the effective date of such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case such representations and warranties must be true and correct in all material respects on such earlier date; (iii) Administrative Agent shall have received each of the following, in form and substance reasonably satisfactory to Administrative Agent: (A) such agreements, amendments, promissory notes, documents, certificates and instruments as Administrative Agent shall reasonably require to evidence the increase in the Commitments; (B) an acknowledgement and ratification by Guarantor of its obligations under the Guaranty; (C) a customary opinion of counsel to Borrowers and Guarantor, and addressed to Administrative Agent and the Lenders covering such matters as reasonably requested by Administrative Agent; and (D) endorsements to the Title Policies dating down the effective date of such Title Policies and increasing such Title Policies by the amount of such increase in the Commitments. In connection with any increase in the aggregate amount of the Commitments (the “Incremental Commitments”) in an aggregate principal amount not to exceed (i) an amount such that the Senior Secured Leverage Ratio, as of the date of the effectiveness of any such Incremental Commitments, would be equal to or less than 3.50:1.00, calculated on a Pro Forma Basis (treating any such proposed Incremental Commitments as fully drawn and the Loans thereunder outstanding) (provided that any proceeds of such Incremental Commitments and any proceeds of any 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 Loan Facility (or 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 foregoing1.3.5, if the Borrower has not included in any Lender becoming a party hereto shall execute such notice to the documents and agreements as Administrative Agent for any Incremental Commitments an explicit election to establish such Incremental Commitments pursuant to Section 2.20(a)(i) or Section 2.20(a)(ii), then the Borrower shall be deemed to have elected to establish such Incremental Commitments under Section 2.20(a)(i) 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 deliver a copy thereof to each Lender. Such notice shall 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 remaining amount available for Incremental Commitments) and the date on which such increase is requested to become effective. The Incremental Commitments may be made by any existing Lender (provided that no existing Lender shall have any obligation to provide any Incremental Commitment and none of the Borrower or its Affiliates has any obligation to offer any existing Lender the right to provide any Incremental Commitment) or by any other bank or other financial institution that is willing to provide Incremental Commitments (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 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 documentation as the Agent shall reasonably specify to evidence its Commitment and/or its status as a Lender hereunderrequest.

Increase in Commitments. (a) The Borrower may, by written notice at its option, at any time or from time to time prior to the AgentTermination Date, request increase the Total Commitments by up to effect one or more increases in the aggregate amount of the Commitments (the “Incremental Commitments”) in $55,000,000 to an aggregate principal amount not to exceed $200,000,000 by requesting the existing Lenders or new lenders to commit to any such increase; provided that: (i) an amount such that the Senior Secured Leverage Ratio, as of the date of the effectiveness of no Lender shall be required to commit to any such Incremental Commitments, would be equal to or less than 3.50:1.00, calculated on a Pro Forma Basis (treating any such proposed Incremental Commitments as fully drawn and the Loans thereunder outstanding) (provided that any proceeds of such Incremental Commitments and any proceeds of any substantially simultaneous incurrence of Indebtedness shall not be netted from Consolidated Senior Secured Indebtedness for purposes of calculating the Senior Secured Leverage Ratio) plus increase; (ii) $100,000,000 no such increase shall become effective unless at the time thereof and after giving effect thereto (less A) no Default or Event of Default shall have occurred and be continuing, (B) Parent is in compliance with the aggregate principal amount financial covenants set forth in Section 7.1, (C) each of all loans incurred after the Second Amendment representations and Restatement Date warranties made by any Loan Party in or pursuant to Section 2.18 of the Term Loan Facility (or other “incremental” provisions of the Term Loan Facility). For the avoidance of doubtDocuments shall be true and correct in all material respects; provided that, the Borrower may establish Incremental Commitments under this Section 2.20 in reliance on Section 2.20(a)(i) to the extent permitted prior any such representation and warranty is already qualified by materiality or reference to using Section 2.20(a)(ii). Notwithstanding the foregoingMaterial Adverse Effect, if the Borrower has not included such representation shall be true and correct in such notice to all respects, and (D) the Administrative Agent for any Incremental Commitments an explicit election shall have received a certificate from the Borrower to establish such Incremental Commitments the effect of (A), (B) and (C) of clause (ii); and (iii) no new lender shall become a Lender pursuant to this Section 2.20(a)(i) or Section 2.20(a)(ii), then 2.21 unless such lender is an Eligible Assignee and the Borrower shall be deemed to have elected to establish such Incremental Commitments under Section 2.20(a)(i) to the extent such Incremental Commitments are permitted to be incurred under such clause. Upon the receipt of such request by the Agent, the Administrative Agent shall deliver a copy thereof to each Lender. Such notice shall set forth the amount of the requested Incremental Commitments (have given its prior written consent, which shall be (i) in minimum increments of $1,000,000 and a minimum amount of $25,000,000 or (ii) equal to the remaining amount available for Incremental Commitments) and the date on which such increase is requested to become effective. The Incremental Commitments may be made by any existing Lender (provided that no existing Lender shall have any obligation to provide any Incremental Commitment and none of the Borrower or its Affiliates has any obligation to offer any existing Lender the right to provide any Incremental Commitment) or by any other bank or other financial institution that is willing to provide Incremental Commitments (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 the approval of the Agent, the Swingline Lender and the Issuing Lender (which approvals consent shall not be unreasonably withheld) and . The Borrower shall be entitled to pay upfront or other fees to such lenders who extend credit pursuant to this Section 2.21 as the Borrower and such lenders may agree. Such increases in the Commitments shall become effective on the date (each Additional such date, an “Increased Facility Closing Date”) specified in an activation notice delivered to the Administrative Agent no less than 10 Business Days prior to effective date of such notice specifying the amount of the increase and the effective date thereof. Each new lender that provides any part of any such increase in the Commitments (a “New Lender”) shall execute a New Lender Supplement (each, a “New Lender Supplement”), substantially in the form of Exhibit E, whereupon such New Lender shall execute all such documentation as the Agent shall reasonably specify to evidence its Commitment and/or its status as become a Lender hereunderfor all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement. Unless otherwise agreed by the Administrative Agent, on each Increased Facility Closing Date, the Borrower shall borrow Revolving Loans under the relevant increased Commitments from each Lender participating in the relevant increase in an amount determined by reference to the amount of each Type of Loan (and, in the case of Eurodollar Loans, of each Eurodollar Tranche) which would then have been outstanding from such Lender if (x) each such Type or Eurodollar Tranche had been borrowed or effected on such Increased Facility Closing Date and (y) the aggregate amount of each such Type or Eurodollar Tranche requested to be so borrowed or effected had been proportionately increased, and, if applicable in connection with such increased Commitments, the Borrower shall pay all amounts due under Section 2.17. The Adjusted LIBO Rate applicable to any Eurodollar Loan borrowed pursuant to the preceding sentence shall equal the rate then applicable to the Eurodollar Loans of the other Lenders in the same Eurodollar Tranche (or, until the expiration of the then-current Interest Period, such other rate as shall be agreed upon between the Borrower and the relevant Lender).

Increase in Commitments. (a) The Borrower may, may by written notice to Administrative Agent elect to seek commitments (“Additional Commitments”) to increase the Agent, request aggregate principal amount of any existing Class of Loans or to effect establish one or more increases in new Classes of Loans (“Additional Term Loans”); provided that: (i) the aggregate amount of all Additional Commitments shall not exceed the Incremental Cap; (ii) any such increase or any new Class shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof; provided that such amount may be less than $10,000,000 if such amount represents all remaining availability under the 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 -72- greater of (i) $725.0 million and (ii) an amount equal to 100% of 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 Refinancing Equivalent Debt that is incurred to refinance a specific Class of Loans) or, if agreed to by the lenders of Additional Term Loans, on a less than pro rata basis (but in no event on a greater than pro rata basis). (b) Each such notice shall specify (x) the date (each, an “Additional Commitments Effective Date”) on which Borrower proposes that the Additional Commitments shall be effective, which shall be a date reasonably acceptable to Administrative Agent and (y) the 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 Borrower proposes would provide the Additional Commitments and the portion of the 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 more series of Incremental Commitments”) Equivalent Debt in an aggregate principal amount not to exceed (i) an amount such that the Senior Secured Leverage Ratioexceed, as of the date of and after giving effect to the effectiveness issuance of any such Incremental CommitmentsEquivalent Debt, would be equal to or less than 3.50:1.00, calculated on a Pro Forma Basis the Incremental Cap. (treating any such proposed Incremental Commitments as fully drawn and the Loans thereunder outstandinge) (provided that any proceeds of such Incremental Commitments and any proceeds The issuance of any 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 Incremental Equivalent Debt pursuant to Section 2.18 of the Term Loan Facility (or 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 foregoing2.14, if the Borrower has not included in such notice to the Administrative Agent for any Incremental Commitments an explicit election to establish such Incremental Commitments pursuant to Section 2.20(a)(i) or Section 2.20(a)(ii), then the Borrower shall be deemed to have elected to establish such Incremental Commitments under Section 2.20(a)(i) 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 deliver a copy thereof to each Lender. Such notice shall 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 remaining amount available for Incremental Commitments) and the date on which such increase is requested to become effective. The Incremental Commitments may be made by any existing Lender (provided that no existing Lender shall have any obligation to provide any Incremental Commitment and none of the Borrower or its Affiliates has any obligation to offer any existing Lender the right to provide any Incremental Commitment) or by any other bank or other financial institution that is willing to provide Incremental Commitments (any such other bank or other financial institutionall cases, an “Additional Lender”); provided that each Additional Lender, if not already a Lender hereunder, shall be subject to the approval terms and conditions applicable to Additional Commitments set forth under Sections 2.14(a)(i), (a)(ii), (a)(iii), (a)(v), (a)(vi), (a)(vii) (if such Incremental Equivalent Debt is in the form of term “B” loans secured on a pari passu basis with the Agent, the Swingline Lender and the Issuing Lender (which approvals shall not be unreasonably withheldTerm B- 78 Loans) and the Borrower and each Additional Lender shall execute all such documentation (a)(viii), as the Agent shall reasonably specify to evidence its Commitment and/or its status as a Lender hereunder.if set forth in this Section 2.14(e), mutatis mutandis (and, for the

Increase in Commitments. (a) The Any Borrower may, may by written notice to the Agent, request Administrative Agent elect to effect add one or more increases incremental term loan facilities hereunder (each, an “Incremental Term Facility”; the commitments thereunder are referred to as “Incremental Term Loan Commitments” 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 the aggregate case of any Incremental Revolving Increase, the full amount thereof is drawn) shall not (as of any date of incurrence thereof) exceed the Commitments sum of (the “Incremental Commitments”A) in an aggregate principal amount not to exceed $450,000,000 and (iB) an amount such that that, subject to Section 1.03(e), at the Senior time of such incurrence and after giving effect thereto on a pro forma basis the Secured Leverage Ratio, as of the date of the effectiveness Ratio (calculated assuming (i) no proceeds of any such Incremental Commitments, would Facility shall be equal to or less than 3.50:1.00, calculated on a Pro Forma Basis considered Unrestricted Cash and (treating ii) any such proposed Incremental Commitments amounts incurred under clause (A) concurrently with amounts incurred under clause (B) will not count as fully drawn and the Loans thereunder outstanding) (provided that any proceeds of such Incremental Commitments and any proceeds of any substantially simultaneous incurrence of Indebtedness shall not be netted from Consolidated Senior Secured Indebtedness for the purposes of calculating the Senior Secured Leverage RatioRatio in clause (B) plus at such time) is less than or equal to 3.00 to 1.00 and (ii2) $100,000,000 (the total aggregate amount for each Incremental Facility shall not be less the aggregate than a minimum principal amount of all loans incurred $25,000,000 or, if less, the remaining amount permitted pursuant to the foregoing clause (1). Each such notice shall specify (x) the date (each, an “Increase Effective Date”) on which such Borrower proposes that the Incremental Facility shall be effective, which shall be a date not less than five Business Days after the Second Amendment date on which such notice is delivered to the Administrative Agent and Restatement Date pursuant (y) the identity of each Eligible Assignee to Section 2.18 whom such Borrower proposes any portion of such Incremental Facility be allocated and the amounts of such allocations; provided that any existing Lender approached to provide all or a portion of the Term Loan Incremental Facility (may elect or other “incremental” provisions decline, in its sole discretion, to provide such portion of the Term Loan Incremental 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 no such notice to shall be required in connection with the Administrative Agent for any Incremental Commitments an explicit election to establish such Incremental Commitments Revolving Increase provided pursuant to Section 2.20(a)(i) or Section 2.20(a)(ii), then the Borrower shall be deemed to have elected to establish such Incremental Commitments under Section 2.20(a)(i) to the extent such Incremental Commitments are permitted to be incurred under such clauseAmendment No. Upon the receipt of such request by the Agent, the Agent shall deliver a copy thereof to each Lender. Such notice shall 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 remaining amount available for Incremental Commitments) and the date on which such increase is requested to become effective. The Incremental Commitments may be made by any existing Lender (provided that no existing Lender shall have any obligation to provide any Incremental Commitment and none of the Borrower or its Affiliates has any obligation to offer any existing Lender the right to provide any Incremental Commitment) or by any other bank or other financial institution that is willing to provide Incremental Commitments (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 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 documentation as the Agent shall reasonably specify to evidence its Commitment and/or its status as a Lender hereunder1.

Increase in Commitments. (a) The Borrower may, by written notice to the Agent, request to effect one or more increases in the aggregate amount of the Commitments (the “Incremental Commitments”) in an aggregate principal amount not to exceed (i) an amount such that the Senior Secured Leverage Ratio, as of the date of the effectiveness of any such Incremental Commitments, would be equal to or less than 3.50:1.00, calculated on a Pro Forma Basis (treating any such proposed Incremental Commitments as fully drawn and the Loans thereunder outstanding) (provided that any proceeds of such Incremental Commitments and any proceeds of any 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 Loan Facility (or 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 Commitments an explicit election to establish such Incremental Commitments pursuant to Section 2.20(a)(i) or Section 2.20(a)(ii), then the Borrower shall be deemed to have elected to establish such Incremental Commitments under Section 2.20(a)(i) 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 deliver a copy thereof to each Lender. Such notice shall 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 remaining amount available for Incremental Commitments) and the date on which such increase is requested to become effective. The Incremental Commitments may be made by any existing Lender (provided that no and each existing Lender shall have any obligation the right, but not an obligation, in its sole discretion, to provide make available a portion of any Incremental Commitment on terms permitted in this Section 2.20 and none otherwise on terms reasonably acceptable to the Agent and any Lender that fails to respond to any request to make available a portion of the Borrower or its Affiliates has any obligation to offer any existing Lender the right to provide any Incremental CommitmentCommitment shall be deemed to have declined such request) or by any other bank or other financial institution that is willing to provide Incremental Commitments (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 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 documentation as the Agent shall reasonably specify to evidence its Commitment and/or its status as a Lender hereunder.

Increase in Commitments. (a) The After the Restatement Date, the Borrower may, by written upon at least thirty (30) days’ notice to the AgentAdministrative Agent (which shall promptly provide a copy of such notice to the Lenders), request propose to effect one or more increases in increase the aggregate amount of the Commitments (the “Incremental Commitments”) in an aggregate principal minimum amount of $25,000,000 and an aggregate maximum amount for all increases pursuant to this Section 2.13 not to exceed $400,000,000 (the amount of any such increase, the “Increased Commitments”; provided that for the avoidance of doubt, upon the utilization by the Borrower of an increase pursuant to this Section 2.13 on the Amendment No. 2 Effective Date (in the aggregate principal amount of $400,000,000) the aggregate amount available to be further increased under this Section 2.13 after the Amendment No. 2 Effective Date shall be $0.00) provided that (i) an amount such that the Senior Secured Leverage Ratio, Administrative Agent shall have received a certificate signed by a Designated Officer dated as of the date of such increase (the effectiveness of any such Incremental Commitments, would be equal “Increase Effective Date”) in form and substance satisfactory to or less than 3.50:1.00, calculated the Administrative Agent stating that (x) the representations and warranties contained in Article V are true and correct in all material respects on a Pro Forma Basis (treating any such proposed Incremental Commitments and as fully drawn and the Loans thereunder outstanding) (provided that any proceeds of such Incremental Commitments date, except to the extent that such representations and any proceeds warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of any substantially simultaneous incurrence of Indebtedness shall not be netted from Consolidated Senior Secured Indebtedness such earlier date, and except that for purposes of calculating this Section 2.13, the Senior Secured Leverage Ratio) plus (ii) $100,000,000 (less representations and warranties contained in Section 5.05 shall be deemed to refer to the aggregate principal amount of all loans incurred after the Second Amendment and Restatement Date most recent statements furnished pursuant to subsections (a) and (b) of Section 2.18 6.01 and the representations and warranties contained in Section 5.06 shall be deemed to refer to the most recent financial statements furnished pursuant to subsection (b) of Section 6.01 and (y) no Default has occurred and is continuing and (ii)(x) upon the Term Loan Facility (reasonable request of any Lender or other “incremental” provisions of Additional Lender providing the Term Loan Facility). For Increased Commitments, made at least five days prior to the avoidance of doubtIncrease Effective Date, the Borrower may establish Incremental Commitments under this Section 2.20 shall have provided to such Lender or Additional Lender, as applicable, and such Lender or Additional Lender, as applicable, shall be reasonably satisfied with, the documentation and other information so requested in reliance on Section 2.20(a)(i) connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Act, in each case at least two days prior to the extent permitted Increase Effective Date and (y) at least two days prior to using Section 2.20(a)(ii). Notwithstanding the foregoingIncrease Effective Date, if the Borrower has not included in such notice to qualifies as a “legal entity customer” under the Administrative Agent for any Incremental Commitments an explicit election to establish such Incremental Commitments pursuant to Section 2.20(a)(i) or Section 2.20(a)(ii)Beneficial Ownership Regulation, then the Borrower shall be deemed to have elected to establish such Incremental Commitments under Section 2.20(a)(i) to the extent such Incremental Commitments are permitted to be incurred under such clause. Upon the receipt of such request by the Agentdelivered, the Agent shall deliver a copy thereof to each Lender. Such notice shall set forth the amount of the requested Incremental Commitments (which shall be (i) in minimum increments of $1,000,000 and Lender that so requests a minimum amount of $25,000,000 or (ii) equal to the remaining amount available for Incremental Commitments) and the date on which such increase is requested to become effective. The Incremental Commitments may be made by any existing Lender (provided that no existing Lender shall have any obligation to provide any Incremental Commitment and none of the Borrower or its Affiliates has any obligation to offer any existing Lender the right to provide any Incremental Commitment) or by any other bank or other financial institution that is willing to provide Incremental Commitments (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 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 documentation as the Agent shall reasonably specify to evidence its Commitment and/or its status as a Lender hereunderBeneficial Ownership Certification.

Increase in Commitments. (a) The Any Borrower may, may by written notice to the Agent, request Administrative Agent elect to effect add one or more increases incremental term loan facilities hereunder (each, an “Incremental Term Facility”; the commitments thereunder are referred to as “Incremental Term Loan Commitments” 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 the aggregate case of any Incremental Revolving Increase, the full amount thereof is drawn) shall not (as of any date of incurrence thereof) exceed the Commitments sum of (the “Incremental Commitments”A) in an aggregate principal amount not to exceed $450,000,000500,000,000 and (iB) an amount such that that, subject to Section 1.03(e), at the Senior time of such incurrence and after giving effect thereto on a pro forma basis the Secured Leverage Ratio, as of the date of the effectiveness Ratio (calculated assuming (i) no proceeds of any such Incremental Commitments, would Facility shall be equal to or less than 3.50:1.00, calculated on a Pro Forma Basis considered Unrestricted Cash and (treating ii) any such proposed Incremental Commitments amounts incurred under clause (A) concurrently with amounts incurred under clause (B) will not count as fully drawn and the Loans thereunder outstanding) (provided that any proceeds of such Incremental Commitments and any proceeds of any substantially simultaneous incurrence of Indebtedness shall not be netted from Consolidated Senior Secured Indebtedness for the purposes of calculating the Senior Secured Leverage RatioRatio in clause (B) plus at such time) is less than or equal to 3.00 to 1.00 and (ii2) $100,000,000 (the total aggregate amount for each Incremental Facility shall not be less the aggregate than a minimum principal amount of all loans incurred $25,000,000 or, if less, the remaining amount permitted pursuant to the foregoing clause (1). Each such notice shall specify (x) the date (each, an “Increase Effective Date”) on which such Borrower proposes that the Incremental Facility shall be effective, which shall be a date not less than five Business Days after the Second Amendment date on which such notice is delivered to the Administrative Agent and Restatement Date pursuant (y) the identity of each Eligible Assignee to Section 2.18 whom such Borrower proposes any portion of such Incremental Facility be allocated and the amounts of such allocations; provided that any existing Lender approached to provide all or a portion of the Term Loan Incremental Facility (may elect or other “incremental” provisions decline, in its sole discretion, to provide such portion of the Term Loan Incremental 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 no such notice to shall be required in connection with the Administrative Agent for any Incremental Commitments an explicit election to establish such Incremental Commitments Revolving Increase provided pursuant to Section 2.20(a)(i) or Section 2.20(a)(ii), then the Borrower shall be deemed to have elected to establish such Incremental Commitments under Section 2.20(a)(i) to the extent such Incremental Commitments are permitted to be incurred under such clauseAmendment No. Upon the receipt of such request by the Agent, the Agent shall deliver a copy thereof to each Lender. Such notice shall 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 remaining amount available for Incremental Commitments) and the date on which such increase is requested to become effective. The Incremental Commitments may be made by any existing Lender (provided that no existing Lender shall have any obligation to provide any Incremental Commitment and none of the Borrower or its Affiliates has any obligation to offer any existing Lender the right to provide any Incremental Commitment) or by any other bank or other financial institution that is willing to provide Incremental Commitments (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 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 documentation as the Agent shall reasonably specify to evidence its Commitment and/or its status as a Lender hereunder1.

Increase in Commitments. (a) The Borrower may, may by written notice to the Agent, request Administrative Agent elect to effect add one or more increases in incremental term loan facilities hereunder (each, an “Incremental Term Facility”; the commitments thereunder are referred to as “Incremental Term Loan Commitments” 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 the Commitments (the “Incremental Commitments”any date of incurrence thereof) in an aggregate principal amount not to exceed (ix) the greater of (1) $250,000,000600,000,000 and (y) 100% of Consolidated EBITDA for the most recently completed Test Period calculated on a Pro Forma Basis, plus (y) an amount equal to the sum of all voluntary prepayments of Term Loans made pursuant to Section 2.08(a), plus (z) an additional unlimited amount so long as, after giving effect to the incurrence of such that Incremental Facility, the Senior Secured Leverage Ratio, determined on a Pro Forma Basis as of the date last day of the effectiveness most recently ended Test Period for which financial statements were required to have been delivered pursuant to Section 6.01 (or, if no Test Period has passed, as of the last four quarters ended), in each case, as if such Incremental Facility had been outstanding on the last day of such four-quarter period, shall not exceed 2.753.25:1.00, with the Borrower electing whether such Incremental Facility have been incurred (in whole or in part) under clauses (x), (y) and/or (z) in its sole discretion (collectively, the “Incremental Cap”); provided, further, that (1) if any Incremental Facilities are to be established or incurred under both clauses (x) or (y) and (z) above in connection with a single transaction or series of related but substantially concurrent transactions, then the maximum amount available of Incremental Facilities (or portion of Incremental Facilities) to be established or incurred under clause (z) shall first be determined by calculating the establishment or incurrence under such clause (z) without giving effect to any Incremental Facilities (or portion of any Incremental Facilities) established or incurred (or to be established or incurred) under clause (x) and/or clause (y), and after such maximum amount under clause (z) has been determined, the amount of Incremental CommitmentsFacilities (or portion of Incremental Facilities) established or incurred (or to be established or incurred) under clause (x) and/or clause (y) shall be determined, and (2) any Incremental Facilities originally designated as incurred pursuant to clauses (x) or (y) above may be reclassified at a later date, as the Borrower may elect in a written notice to the Administrative Agent, as incurred under clause (z) above if the Borrower would be equal to or less than 3.50:1.00, meet the applicable leverage test under clause (z) above calculated on a Pro Forma Basis as of the time of such election; provided, that upon delivery of any financial statements pursuant to Section 6.01 (treating any such proposed Incremental Commitments as fully drawn and the Loans thereunder outstandingcorresponding Compliance Certificate pursuant to Section 6.01(c)) (provided that any proceeds following the initial incurrence of such Incremental Commitments Facilities under clauses (x) or (y) of this definition, if such Incremental Facilities could, based on any such financial statements (and any proceeds the corresponding Compliance Certificate), have been incurred under clause (z) of any substantially simultaneous incurrence this definition, then such Incremental Facilities shall automatically be reclassified as incurred under clause (z) above. Each Class of Indebtedness Incremental Facility incurred under this Section 2.13 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 in an aggregate principal amount of all loans incurred after that is not less than $10,000,000. Each such notice shall specify (x) the Second Amendment and Restatement Date pursuant to Section 2.18 of the Term Loan Facility date (or other each, an “incremental” provisions of the Term Loan Facility). For the avoidance of doubt, Increase Effective Date”) on which the Borrower may establish proposes that the 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 Commitments an explicit election to establish such Incremental Commitments pursuant to Section 2.20(a)(i) or Section 2.20(a)(ii), then the Borrower Facility shall be deemed to have elected to establish such Incremental Commitments under Section 2.20(a)(i) to the extent such Incremental Commitments are permitted to be incurred under such clause. Upon the receipt of such request by the Agenteffective, the Agent shall deliver a copy thereof to each Lender. Such notice shall set forth the amount of the requested Incremental Commitments (which shall be a date not less than five (i5) in minimum increments of $1,000,000 and a minimum amount of $25,000,000 or (ii) equal to the remaining amount available for Incremental Commitments) and Business Days after the date on which such increase notice is requested delivered to become effective. The the Administrative Agent and (y) the identity of each Eligible Assignee to whom the Borrower proposes any portion of such Incremental Commitments may Facility be made by allocated and the amounts of such allocations; provided that any existing Lender (provided that no existing Lender shall have any obligation approached to provide any Incremental Commitment and none all or a portion of the Borrower Incremental Facility may elect or decline, in its Affiliates has any obligation to offer any existing Lender the right sole discretion, to provide any Incremental Commitment) or by any other bank or other financial institution that is willing to provide Incremental Commitments (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 the approval portion 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 documentation as the Agent shall reasonably specify to evidence its Commitment and/or its status as a Lender hereunderIncremental Facility.

Increase in Commitments. (a) The Borrower maySo long as no Default or Event of Default has occurred and is continuing or would result therefrom, by written upon notice to the Administrative 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) the addition of additional new tranches of Term B Loans, Term C Loans or Revolving Credit Commitments that may be a separate Class of loans or (y) the implementation of an increase in existing Term Loans of a particular Class or an increase in existing Revolving Credit Commitments of a particular Class and (ii) if the Borrower makes such election, the provisions of this Section 2.14 shall be read in a manner that permits such election to be implemented); provided that the Borrower is only permitted to implement four additional commitments in respect of any loans under this Section 2.14; provided further that (i) after giving effect one or more increases in to any such addition, the aggregate amount of the Additional Term Commitments (the “Incremental Commitments”) in an aggregate principal amount and Additional Revolving Credit Commitments that have been added pursuant to this Section 2.14 shall not to exceed (i) an amount such that the Consolidated Senior Secured Leverage Ratio, Ratio does not exceed 3.25 to 1.00 as of the date of most recently completed period for which the effectiveness of any financial statements required by Section 6.01(a) and (b) were required to be delivered after giving effect to such Incremental Additional Term Commitments or Additional Revolving Credit Commitments, would be equal to or less than 3.50:1.00as applicable, calculated on a Pro Forma Basis (treating and, in each case, in connection with the incurrence of any Additional Revolving Credit Commitments, assuming a Borrowing of the maximum amount of Loans available under such Additional Revolving Credit Commitments), (ii) any such proposed Incremental Commitments as fully drawn and the Loans thereunder outstanding) addition shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof (provided that such amount may be less than $10,000,000 if such amount represents all remaining availability under the 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 proceeds Additional Term Loans shall be no earlier than the Maturity Date for the Initial Term B Loans (unless such Additional Term Loan is an Additional Term C Loan, in which case the final maturity date of such Incremental Commitments 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 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 any proceeds of any substantially simultaneous incurrence of Indebtedness such Additional Revolving Credit Commitment shall not require no scheduled amortization or mandatory commitment reduction prior to such Maturity Date and such Additional Revolving Credit Commitment shall be netted from Consolidated Senior Secured Indebtedness for purposes of calculating on the Senior Secured Leverage Ratio) plus (ii) $100,000,000 (less the aggregate principal amount of all loans incurred after the Second Amendment exact same terms and Restatement Date pursuant to Section 2.18 of the exact same documentation applicable to the Revolving Credit Facility, (vi) no Lender shall be required to participate in the Additional Term Loan Facility Commitments or the Additional Revolving Credit Commitments, (or other “incremental” provisions of vii) the interest rate and amortization schedule applicable to the Additional Term Loan Facility). For the avoidance of doubt, Commitments shall be determined by the Borrower may establish Incremental and the lenders thereof; provided that in the event that the interest margins applicable to any such Additional Term Commitments under this Section 2.20 in reliance on Section 2.20(a)(i(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 the extent permitted prior to using Section 2.20(a)(ii). Notwithstanding necessary so that the foregoing, if interest margins for such Additional Term Commitments are no more than 50 basis points greater than the Borrower has interest margins for the Initial Term B Loans (it being understood that the provisions of this proviso shall not included in such notice apply to the Administrative Agent Initial Term C Loans); provided, further, that, in determining the applicable interest rate margins for any Incremental such Additional Term Commitments an explicit election to establish such Incremental Commitments pursuant to Section 2.20(a)(iand the Initial Term B Loans, (A) original issue discount (“OID”) or Section 2.20(a)(ii), then the Borrower upfront fees (which shall be deemed to have elected constitute like amounts of OID) payable by the Borrower to establish 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 Incremental Additional Term Commitments under Section 2.20(a)(i) 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 Incremental Commitments are permitted case the interest rate floor (but not the interest margins for the Initial Term B Loans) applicable to be incurred under such clause. Upon the receipt of such request by the Agent, the Agent shall deliver a copy thereof to each Lender. Such notice shall set forth the amount of the requested Incremental Commitments (which Initial Term B Loans shall be increased by such amount; and (iviii) 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 on a less than pro rata basis (but not on a greater than pro rata basis) in minimum increments of $1,000,000 and a minimum amount of $25,000,000 any voluntary or (ii) equal to the remaining amount available for Incremental Commitments) and the date on which such increase is requested to become effective. The Incremental Commitments may be made by any existing Lender (provided that no existing Lender shall have any obligation to provide any Incremental Commitment and none of the Borrower or its Affiliates has any obligation to offer any existing Lender the right to provide any Incremental Commitment) or by any other bank or other financial institution that is willing to provide Incremental Commitments (any such other bank or other financial institution, an “Additional Lender”); provided that each Additional Lender, if not already a Lender mandatory prepayments hereunder, shall be subject to as specified in 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 documentation as the Agent shall reasonably specify to evidence its Commitment and/or its status as a Lender hereunderFacility Joinder Agreement.

Increase in Commitments. (a) Borrower Request. The Borrower may, Company may by written notice to the AgentAdministrative Agent elect to request (x) prior to the Maturity Date for the Revolving Facility, request an increase to effect the existing Revolving Commitments (each, an “Incremental Revolving Commitment”) and/or (y) the establishment of one or more increases in the new term loan commitments (each, an “Incremental Term Commitment”), by an aggregate amount not in excess of the Commitments (the “Incremental Commitments”) in an aggregate principal amount not equal to exceed (i) an amount such that the Senior Secured Leverage Ratio, as of the date of the effectiveness of any such Incremental Commitments, would be equal to or less than 3.50:1.00, calculated on a Pro Forma Basis (treating any such proposed Incremental Commitments as fully drawn and the Loans thereunder outstanding) (provided that any proceeds of such Incremental Commitments and any proceeds of any substantially simultaneous incurrence of Indebtedness shall not be netted from Consolidated Senior Secured Indebtedness for purposes of calculating the Senior Secured Leverage Ratio) $100,000,000 plus (ii) $100,000,000 an additional amount such that, after giving Pro Forma Effect to the incurrence of such Incremental Revolving Commitment (less and assuming all Incremental Revolving Commitments are fully drawn) and/or the aggregate principal amount of all loans incurred after Incremental Term Loans, the Second Amendment and Restatement Date pursuant to Section 2.18 of the Term Loan Facility Consolidated Net Leverage Ratio is no greater than 2.50:1.00 (or other “incremental” provisions of the Term Loan Facility). For for the avoidance of doubt, any incurrence under clause (i) above shall not be given pro forma effect for purposes of determining the Borrower may establish Consolidated Net Leverage Ratio for purposes of effectuating the incurrence under clause (ii)). Each such notice shall specify (i) the date (each, an “Increase Effective Date”) on which the Company proposes that the 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 Commitments an explicit election to establish such Incremental Commitments pursuant to Section 2.20(a)(i) or Section 2.20(a)(ii), then the Borrower shall be deemed to have elected to establish such Incremental Commitments under Section 2.20(a)(i) to the extent such Incremental Commitments are permitted to be incurred under such clause. Upon the receipt of such request by the Agenteffective, the Agent shall deliver a copy thereof to each Lender. Such notice shall set forth the amount of the requested Incremental Commitments (which shall be a date not less than ten (i10) in minimum increments of $1,000,000 and a minimum amount of $25,000,000 or (ii) equal to the remaining amount available for Incremental Commitments) and Business Days after the date on which such increase notice is requested delivered to become effectivethe Administrative Agent and (ii) the identity of each Eligible Assignee to whom the Company proposes any portion of such Incremental Commitments be allocated and the amounts of such allocations; provided that any existing Lender approached to provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide such Incremental Commitment. The (i) Each Incremental Commitment shall be in an aggregate amount of $30,000,000 or any whole multiple of $1,000,000 in excess thereof (provided that such amount may be less than $30,000,000 if such amount represents all remaining availability under the aggregate limit in respect of Incremental Commitments set forth in above) and (ii) no more than three (3) Incremental Commitments may be made by any existing Lender requested during the term of this Agreement. (provided that no existing Lender shall have any obligation to provide any Incremental Commitment and none of the Borrower or its Affiliates has any obligation to offer any existing Lender the right to provide any Incremental Commitment) or by any other bank or other financial institution that is willing to provide Incremental Commitments (any such other bank or other financial institution, an “Additional Lender”a); provided that each Additional Lender, if not already a Lender hereunder, shall be subject to 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 documentation as the Agent shall reasonably specify to evidence its Commitment and/or its status as a Lender hereunder.

Increase in Commitments. Provided no Default exists or would result from the increase of the Commitments by the Increased Amount, the Commitments shall be increased by the Increased Amount on each of the dates scheduled amortization is paid on the Term Loans pursuant to Section 2.07 of the Term Loan Agreement (the “Increased Amount Date”). The “Increased Amount” on any Increased Amount Date is the aggregate amount of (a) The Borrower maythe amount of the scheduled amortization paid on the Term Loans, by written notice as set forth in Section 2.07 of the Term Loan Agreement for the three-month period ending on the Increased Amount Date (such period being referred to herein as the “Increased Amount Period”), and (b) the principal portion of prepayments of the Term Loans, if any, made during the Increased Amount Period, subject to the Agentrequirements of Section 2.05 of the Term Loan Agreement; provided, request however, that the aggregate amount of the Increased Amounts shall in no event exceed $300 million. As a condition precedent to giving effect one or more increases to the Increased Amount, the Borrower shall satisfy all of the conditions set forth in Section 4.02. Each Lender agrees to increase its Commitment on each Increased Amount Date by the amount equal to its Applicable Percentage of such Increased Amount. The Administrative Agent shall promptly notify the Borrower and the Lenders, of the Increased Amount, and after such adjustment, of (a) the aggregate amount of the Commitments and (b) the “Incremental Commitments”) in an aggregate principal amount not to exceed (i) an amount such that the Senior Secured Leverage Ratio, as of the date of the effectiveness of any such Incremental Commitments, would be equal to or less than 3.50:1.00, calculated on a Pro Forma Basis (treating any such proposed Incremental Commitments as fully drawn and the Loans thereunder outstanding) (provided that any proceeds of such Incremental Commitments and any proceeds of any substantially simultaneous incurrence of Indebtedness shall not be netted from Consolidated Senior Secured Indebtedness Commitment 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 Loan Facility (or 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 Commitments an explicit election to establish such Incremental Commitments pursuant to Section 2.20(a)(i) or Section 2.20(a)(ii), then the Borrower shall be deemed to have elected to establish such Incremental Commitments under Section 2.20(a)(i) 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 deliver a copy thereof to each Lender. Such notice This Section shall set forth the amount of the requested Incremental Commitments (which shall be (i) supersede any provisions in minimum increments of $1,000,000 and a minimum amount of $25,000,000 Section 2.13 or (ii) equal 10.01 to the remaining amount available for Incremental Commitments) and the date on which such increase is requested to become effective. The Incremental Commitments may be made by any existing Lender (provided that no existing Lender shall have any obligation to provide any Incremental Commitment and none of the Borrower or its Affiliates has any obligation to offer any existing Lender the right to provide any Incremental Commitment) or by any other bank or other financial institution that is willing to provide Incremental Commitments (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 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 documentation as the Agent shall reasonably specify to evidence its Commitment and/or its status as a Lender hereundercontrary.

Increase in Commitments. (a) The Borrower maySo long as (x) no Default or Event of Default has occurred and is continuing or would result therefrom and (y) after giving effect thereto, by written notice to on a Pro Forma Basis the Agent, request to effect one or more increases in the aggregate amount of the Commitments (the “Incremental Commitments”) in an aggregate principal amount not to exceed (i) an amount such that the Consolidated Senior Secured Leverage Ratio, Ratio as of the date last day of the effectiveness most recently ended Measurement Period for which financial statements have been provided (or in the case of any such Incremental Commitmentsperiods on or prior to October 3, would 2010, filed with the SEC) shall be equal to or less than 3.50:1.003.75:1.00, calculated on a Pro Forma Basis (treating upon notice to the Administrative Agent, at any such proposed Incremental Commitments as fully drawn and the Loans thereunder outstanding) (provided that any proceeds of such Incremental Commitments and any proceeds of any 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 time after the Second Amendment and Restatement Date pursuant to Section 2.18 of the Term Loan Facility (or other “incremental” provisions of the Term Loan Facility). For the avoidance of doubtClosing Date, the Borrower may establish Incremental request one or more Additional Term Commitments under this Section 2.20 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 reliance on Section 2.20(a)(irespect 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 Commitments and loans and (ii) to the extent permitted prior to using Section 2.20(a)(ii). Notwithstanding the foregoing, if the Borrower has not included makes such election, the provisions of this Section shall be read in a manner that permits such notice to the Administrative Agent for any Incremental Commitments an explicit election to establish such Incremental Commitments pursuant to Section 2.20(a)(i) or Section 2.20(a)(iibe implemented), then the Borrower shall be deemed to have elected to establish such Incremental Commitments under Section 2.20(a)(i) 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 deliver a copy thereof to each Lender. Such notice shall set forth the amount of the requested Incremental Commitments (which shall be ; 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 the 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 addition shall be in minimum increments of $1,000,000 and a minimum an aggregate amount of $25,000,000 or (ii) equal to the remaining amount available for Incremental Commitments) and the date on which such increase is requested to become effective. The Incremental Commitments may be made by any existing Lender whole multiple of $500,000 in excess thereof (provided that such amount may be less than $25,000,000 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 existing earlier than the Maturity Date for the 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 and the final maturity date of any Additional Revolving Credit Commitments shall be no earlier than the Maturity Date for the Revolving Credit Facility, (v) no Lender shall have any obligation be required to provide any Incremental Commitment and none of participate in the Additional Term Commitments or the Additional Revolving Credit Commitments, (vi) the amortization schedule applicable to the Additional Term Commitments shall be determined by the Borrower or its Affiliates has any obligation and the lenders thereof, (vii) the interest rate applicable to offer any existing Lender the right to provide any Incremental Commitment) or Additional Term Commitments and the Additional Revolving Credit Commitments shall be determined by any other bank or other financial institution that is willing to provide Incremental Commitments (any such other bank or other financial institution, an “Additional Lender”)the Borrower and the lenders thereof; provided that each (x) 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 maturity and assuming the Additional LenderRevolving Credit Commitments and the Revolving Credit Facility are fully drawn) applicable to such Additional Term Commitments are greater than the all-in yield (giving effect to interest rate margins, if not already a Lender hereunderoriginal issue discount paid in the initial primary syndication thereof, 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 subject increased to the approval 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 Agentcase of original issue discount and upfront fees, four-year life to maturity) applicable to such Additional Revolving Credit Commitments are greater than the Swingline Lender 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 Issuing Lender Term Loans, and (which approvals ix) the Additional Revolving Credit Commitments and loans and letters of credit made or issued thereunder shall not be unreasonably withheld) rank pari passu in right of payment and of security with the Revolving Credit Loans and the Borrower and each Additional Lender shall execute all such documentation as the Agent shall reasonably specify to evidence its Commitment and/or its status as a Lender hereunderTerm Loans.

Increase in Commitments. (a) The Borrower may, by written notice at its option, at any time or from time to time prior to the AgentTermination Date, request increase the Total Commitments by up to effect one or more increases in the aggregate amount of the Commitments (the “Incremental Commitments”) in $70,000,000 to an aggregate principal amount not to exceed $200,000,000 by requesting the existing Lenders or new lenders to commit to any such increase; provided that: (i) an amount such that the Senior Secured Leverage Ratio, as of the date of the effectiveness of no Lender shall be required to commit to any such Incremental Commitments, would be equal to or less than 3.50:1.00, calculated on a Pro Forma Basis (treating any such proposed Incremental Commitments as fully drawn and the Loans thereunder outstanding) (provided that any proceeds of such Incremental Commitments and any proceeds of any substantially simultaneous incurrence of Indebtedness shall not be netted from Consolidated Senior Secured Indebtedness for purposes of calculating the Senior Secured Leverage Ratio) plus increase; (ii) $100,000,000 no such increase shall become effective unless at the time thereof and after giving effect thereto (less A) no Default or Event of Default shall have occurred and be continuing, (B) Parent is in compliance with the aggregate principal amount financial covenants set forth in Section 7.1, (C) each of all loans incurred after the Second Amendment representations and Restatement Date warranties made by any Loan Party in or pursuant to Section 2.18 of the Term Loan Facility (or other “incremental” provisions of the Term Loan Facility). For the avoidance of doubtDocuments shall be true and correct in all material respects; provided that, the Borrower may establish Incremental Commitments under this Section 2.20 in reliance on Section 2.20(a)(i) to the extent permitted prior any such representation and warranty is already qualified by materiality or reference to using Section 2.20(a)(ii). Notwithstanding the foregoingMaterial Adverse Effect, if the Borrower has not included such representation shall be true and correct in such notice to all respects, and (D) the Administrative Agent for any Incremental Commitments an explicit election shall have received a certificate from the Borrower to establish such Incremental Commitments the effect of (A), (B) and (C) of clause (ii); and (iii) no new lender shall become a Lender pursuant to this Section 2.20(a)(i) or Section 2.20(a)(ii), then 2.21 unless such lender is an Eligible Assignee and the Borrower shall be deemed to have elected to establish such Incremental Commitments under Section 2.20(a)(i) to the extent such Incremental Commitments are permitted to be incurred under such clause. Upon the receipt of such request by the Agent, the Administrative Agent shall deliver a copy thereof to each Lender. Such notice shall set forth the amount of the requested Incremental Commitments (have given its prior written consent, which shall be (i) in minimum increments of $1,000,000 and a minimum amount of $25,000,000 or (ii) equal to the remaining amount available for Incremental Commitments) and the date on which such increase is requested to become effective. The Incremental Commitments may be made by any existing Lender (provided that no existing Lender shall have any obligation to provide any Incremental Commitment and none of the Borrower or its Affiliates has any obligation to offer any existing Lender the right to provide any Incremental Commitment) or by any other bank or other financial institution that is willing to provide Incremental Commitments (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 the approval of the Agent, the Swingline Lender and the Issuing Lender (which approvals consent shall not be unreasonably withheld) and . The Borrower shall be entitled to pay upfront or other fees to such lenders who extend credit pursuant to this Section 2.21 as the Borrower and such lenders may agree. Such increases in the Commitments shall become effective on the date (each Additional such date, an “Increased Facility Closing Date”) specified in an activation notice delivered to the Administrative Agent no less than 10 Business Days prior to effective date of such notice specifying the amount of the increase and the effective date thereof. Each new lender that provides any part of any such increase in the Commitments (a “New Lender”) shall execute a New Lender Supplement (each, a “New Lender Supplement”), substantially in the form of Exhibit E, whereupon such New Lender shall execute all such documentation as the Agent shall reasonably specify to evidence its Commitment and/or its status as become a Lender hereunderfor all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement. Unless otherwise agreed by the Administrative Agent, on each Increased Facility Closing Date, the Borrower shall borrow Revolving Loans under the relevant increased Commitments from each Lender participating in the relevant increase in an amount determined by reference to the amount of each Type of Loan (and, in the case of Eurodollar Loans, of each Eurodollar Tranche) which would then have been outstanding from such Lender if (x) each such Type or Eurodollar Tranche had been borrowed or effected on such Increased Facility Closing Date and (y) the aggregate amount of each such Type or Eurodollar Tranche requested to be so borrowed or effected had been proportionately increased, and, if applicable in connection with such increased Commitments, the Borrower shall pay all amounts due under Section 2.17. The Adjusted LIBO Rate applicable to any Eurodollar Loan borrowed pursuant to the preceding sentence shall equal the rate then applicable to the Eurodollar Loans of the other Lenders in the same Eurodollar Tranche (or, until the expiration of the then-current Interest Period, such other rate as shall be agreed upon between the Borrower and the relevant Lender).

Increase in Commitments. (a) The At any time and from time to time after the Closing Date, subject to the terms and conditions set forth herein, the Borrower Agent may, by written notice to the Agent, request to effect one or more increases in the aggregate amount Commitments of the Commitments any Facility (the an “Incremental CommitmentsCommitment”) in an aggregate principal amount not to exceed ); provided, that, at the time of each such request and upon the effectiveness of each Incremental Facility Amendment, (i) an amount such no Event of Default shall have occurred and be continuing or shall result therefrom (and Agent shall have received a certificate to that effect from Borrower Agent), (ii) the Senior Secured Leverage Ratio, as US Commitments shall comprise no less than thirty-five percent (35%) of the date of the effectiveness of any Maximum Facility Amount after giving effect to such Incremental Commitments, would (iii) except with respect to any commitment, arrangement, upfront or similar fees that may be equal agreed to or less than 3.50:1.00, calculated on a Pro Forma Basis (treating any such proposed Incremental Commitments as fully drawn among the Borrower Agent and the Loans thereunder outstandingAdditional Lenders, any Incremental Commitment shall be on the same terms and pursuant to the same documentation applicable to the existing Commitments under the applicable Facility, (iv) Borrower Agent shall have delivered or caused to be delivered any officers’ certificates, board resolutions, legal opinions or other documents reasonably requested by Agent, and (provided that any proceeds of v) all fees due and payable in connection with such Incremental Commitments and any proceeds of any substantially simultaneous incurrence of Indebtedness Commitment shall not be netted from Consolidated Senior Secured Indebtedness for purposes of calculating have been paid in immediately available funds. Notwithstanding anything to the Senior Secured Leverage Ratio) plus (ii) $100,000,000 (less contrary herein, the aggregate principal amount of all loans incurred after the Second Amendment and Restatement Date pursuant to Section 2.18 Commitments shall not at the time of the Term Loan Facility (or other “incremental” provisions incurrence 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 Commitments an explicit election to establish such Incremental Commitments pursuant (and after giving effect to Section 2.20(a)(isuch incurrence) or Section 2.20(a)(ii), then the Borrower exceed $65,000,000. Each Incremental Commitment shall be deemed to have elected to establish such Incremental Commitments under Section 2.20(a)(i) 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 deliver in a copy thereof to each Lender. Such notice shall set forth the minimum principal amount of the requested Incremental Commitments (which shall be (i) in minimum increments $5,000,000 and integral multiples of $1,000,000 in excess thereof (unless the Borrower Agent and a minimum Agent otherwise agree); provided, that, such amount may be less than $5,000,000 if such amount represents all the remaining availability under the aggregate principal amount of $25,000,000 or (ii) equal to the remaining amount available for Incremental Commitments) and the date on which such increase is requested to become effective. The Incremental Commitments may be made by any existing Lender (provided that no existing Lender shall have any obligation to provide any Incremental Commitment and none of the Borrower or its Affiliates has any obligation to offer any existing Lender the right to provide any Incremental Commitment) or by any other bank or other financial institution that is willing to provide Incremental Commitments (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 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 documentation as the Agent shall reasonably specify to evidence its Commitment and/or its status as a Lender hereunderset forth above.

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 prior to the AgentRevolving Termination Date, to request to effect one or more increases in the aggregate amount of the Commitments Revolving Commitments, (b) prior to the Term A Loan Maturity Date, to request the making of additional Term A Loans (“Incremental CommitmentsAdditional 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 principal minimum amount not of $100,000,000 and integral multiples of $50,000,000 in excess thereof. Each such request to exceed 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 (i) an amount or such that other amounts as may be acceptable to the Senior Secured Leverage RatioAdministrative 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 date 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 effectiveness 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 as a condition thereto) purchase from the other Revolving Lenders its Revolving Commitment Percentage or, in the case of 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 and after giving effect to the increase of Revolving Commitments) of any such Incremental Commitmentsoutstanding Revolving Loans, would be equal to or less than 3.50:1.00, calculated on a Pro Forma Basis (treating any such proposed Incremental Commitments as fully drawn and the Loans thereunder outstanding) (provided that any proceeds of such Incremental Commitments and any proceeds of any 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 Loan Facility (or 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 by making available to the Administrative Agent for the account of such other Revolving Lenders, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Revolving Lender, plus (B) the aggregate amount of payments previously made by the other Revolving Lenders under Section 2.4.(j) that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrowers jointly and severally agree to pay to the Revolving Lenders amounts payable, if any, to such Revolving Lenders under Section 4.4. as if such purchase were a prepayment of any Incremental such Revolving Loans. Effecting the increase of the Revolving Commitments an explicit election or the making of Additional Term Loans under this Section is subject to establish such Incremental Commitments pursuant to Section 2.20(a)(ithe following conditions precedent: (x) no Default or Section 2.20(a)(ii), then the Borrower 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, (y) the representations and warranties made or deemed made by any Borrower or any other Loan Party in any Loan Document to have elected to establish which such Incremental Commitments under Section 2.20(a)(iBorrower 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, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such increase with the same force and effect as if made on and as of such date except to the extent that such Incremental Commitments are permitted representations and warranties expressly relate solely to be incurred under an earlier date (in which case such clause. Upon representations and warranties shall have been true and correct in all material respects (except in the receipt 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 request earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder, and (z) the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the 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; (ii) an opinion of counsel to the Borrowers and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; (iii) in the case of an increase in the Revolving Commitments, new Revolving Notes executed by the Agent shall deliver a copy thereof Borrowers, payable to each Lender. Such notice shall set forth any 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 Revolving Lender’s Revolving Commitment at the requested Incremental time of the effectiveness of the applicable increase in the aggregate amount of the Revolving Commitments (which 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 Term Notes executed by the Borrowers, payable to any new Term Loan Lenders and replacement Term Notes executed by the Borrowers, payable to any existing Term Loan Lenders increasing their Term Loans, in the amount of such Term Loan Lender’s Term Loan (in each case unless any such Term Loan Lender requests not to receive such a Note). In connection with any increase in the aggregate amount of the Revolving Commitments or 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 reasonably request and (2) in the case of any Lender that 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 (i) in minimum increments of $1,000,000 necessary for the Administrative Agent to comply with “know your customer” and a minimum amount of $25,000,000 or (ii) equal to the remaining amount available for Incremental Commitments) anti-money laundering rules and the date on which such increase is requested to become effective. The Incremental Commitments may be made by any existing Lender (provided that no existing Lender shall have any obligation to provide any Incremental Commitment and none of the Borrower or its Affiliates has any obligation to offer any existing Lender the right to provide any Incremental Commitment) or by any other bank or other financial institution that is willing to provide Incremental Commitments (any such other bank or other financial institutionregulations, an “Additional Lender”); provided that each Additional Lender, if not already a Lender hereunder, shall be subject to the approval of the Agentincluding without limitation, 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 documentation as the Agent shall reasonably specify to evidence its Commitment and/or its status as a Lender hereunderPatriot Act.

Increase in Commitments. (a) The Borrower may, by written notice at its option, at any time or from time to time prior to the AgentTermination Date, request increase the Total Commitments by up to effect one or more increases in the aggregate amount of the Commitments (the “Incremental Commitments”) in $25,000,000 to an aggregate principal amount not to exceed $125,000,000 by requesting the existing Lenders or new lenders to commit to any such increase; provided that: (i) an amount such that the Senior Secured Leverage Ratio, as of the date of the effectiveness of no Lender shall be required to commit to any such Incremental Commitments, would be equal to or less than 3.50:1.00, calculated on a Pro Forma Basis (treating any such proposed Incremental Commitments as fully drawn and the Loans thereunder outstanding) (provided that any proceeds of such Incremental Commitments and any proceeds of any substantially simultaneous incurrence of Indebtedness shall not be netted from Consolidated Senior Secured Indebtedness for purposes of calculating the Senior Secured Leverage Ratio) plus increase; (ii) $100,000,000 no such increase shall become effective unless at the time thereof and after giving effect thereto (less A) no Default or Event of Default shall have occurred and be continuing, (B) Parent is in compliance with the aggregate principal amount financial covenants set forth in Section 7.1, (C) each of all loans incurred after the Second Amendment representations and Restatement Date warranties made by any Loan Party in or pursuant to Section 2.18 of the Term Loan Facility (or other “incremental” provisions of the Term Loan Facility). For the avoidance of doubtDocuments shall be true and correct in all material respects; provided that, the Borrower may establish Incremental Commitments under this Section 2.20 in reliance on Section 2.20(a)(i) to the extent permitted prior any such representation and warranty is already qualified by materiality or reference to using Section 2.20(a)(ii). Notwithstanding the foregoingMaterial Adverse Effect, if the Borrower has not included such representation shall be true and correct in such notice to all respects, and (D) the Administrative Agent for any Incremental Commitments an explicit election shall have received a certificate from the Borrower to establish such Incremental Commitments the effect of (A), (B) and (C) of clause (ii); and (iii) no new lender shall become a Lender pursuant to this Section 2.20(a)(i) or Section 2.20(a)(ii), then 2.21 unless such lender is an Eligible Assignee and the Borrower shall be deemed to have elected to establish such Incremental Commitments under Section 2.20(a)(i) to the extent such Incremental Commitments are permitted to be incurred under such clause. Upon the receipt of such request by the Agent, the Administrative Agent shall deliver a copy thereof to each Lender. Such notice shall set forth the amount of the requested Incremental Commitments (have given its prior written consent, which shall be (i) in minimum increments of $1,000,000 and a minimum amount of $25,000,000 or (ii) equal to the remaining amount available for Incremental Commitments) and the date on which such increase is requested to become effective. The Incremental Commitments may be made by any existing Lender (provided that no existing Lender shall have any obligation to provide any Incremental Commitment and none of the Borrower or its Affiliates has any obligation to offer any existing Lender the right to provide any Incremental Commitment) or by any other bank or other financial institution that is willing to provide Incremental Commitments (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 the approval of the Agent, the Swingline Lender and the Issuing Lender (which approvals consent shall not be unreasonably withheld) and . The Borrower shall be entitled to pay upfront or other fees to such lenders who extend credit pursuant to this Section 2.21 as the Borrower and such lenders may agree. Such increases in the Commitments shall become effective on the date (each Additional such date, an “Increased Facility Closing Date”) specified in an activation notice delivered to the Administrative Agent no less than 10 Business Days prior to effective date of such notice specifying the amount of the increase and the effective date thereof. Each new lender that provides any part of any such increase in the Commitments (a “New Lender”) shall execute a New Lender Supplement (each, a “New Lender Supplement”), substantially in the form of Exhibit E, whereupon such New Lender shall execute all such documentation as the Agent shall reasonably specify to evidence its Commitment and/or its status as become a Lender hereunderfor all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement. Unless otherwise agreed by the Administrative Agent, on each Increased Facility Closing Date, the Borrower shall borrow Revolving Loans under the relevant increased Commitments from each Lender participating in the relevant increase in an amount determined by reference to the amount of each Type of Loan (and, in the case of Eurodollar Loans, of each Eurodollar Tranche) which would then have been outstanding from such Lender if (x) each such Type or Eurodollar Tranche had been borrowed or effected on such Increased Facility Closing Date and (y) the aggregate amount of each such Type or Eurodollar Tranche requested to be so borrowed or effected had been proportionately increased, and, if applicable in connection with such increased Commitments, the Borrower shall pay all amounts due under Section 2.17. The Adjusted LIBO Rate applicable to any Eurodollar Loan borrowed pursuant to the preceding sentence shall equal the rate then applicable to the Eurodollar Loans of the other Lenders in the same Eurodollar Tranche (or, until the expiration of the then-current Interest Period, such other rate as shall be agreed upon between the Borrower and the relevant Lender).

Increase in Commitments. (a) The Any Borrower may, may by written notice to the Agent, request Administrative Agent elect to effect add one or more increases incremental term loan facilities hereunder (each, an “Incremental Term Facility”; the commitments thereunder are referred to as “Incremental Term Loan Commitments” 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 the aggregate case of any Incremental Revolving Increase, the full amount thereof is drawn) shall not (as of any date of incurrence thereof) exceed the Commitments sum of (the “Incremental Commitments”A) in an aggregate principal amount not to exceed $500,000,000 and (iB) an amount such that that, subject to Section 1.03(e), at the Senior time of such incurrence and after giving effect thereto on a pro forma basis the Secured Leverage Ratio, as of the date of the effectiveness Ratio (calculated assuming (i) no proceeds of any such Incremental Commitments, would Facility shall be equal to or less than 3.50:1.00, calculated on a Pro Forma Basis considered Unrestricted Cash and (treating ii) any such proposed Incremental Commitments amounts incurred under clause (A) concurrently with amounts incurred under clause (B) will not count as fully drawn and the Loans thereunder outstanding) (provided that any proceeds of such Incremental Commitments and any proceeds of any substantially simultaneous incurrence of Indebtedness shall not be netted from Consolidated Senior Secured Indebtedness for the purposes of calculating the Senior Secured Leverage RatioRatio in clause (B) plus at such time) is less than or equal to 3.00 to 1.00 and (ii2) $100,000,000 (the total aggregate amount for each Incremental Facility shall not be less the aggregate than a minimum principal amount of all loans incurred $25,000,000 or, if less, the remaining amount permitted pursuant to the foregoing clause (1). Each such notice shall specify (x) the date (each, an “Increase Effective Date”) on which such Borrower proposes that the Incremental Facility shall be effective, which shall be a date not less than five Business Days after the Second Amendment date on which such notice is delivered to the Administrative Agent and Restatement Date pursuant (y) the identity of each Eligible Assignee to Section 2.18 whom such Borrower proposes any portion of such Incremental Facility be allocated and the amounts of such allocations; provided that any existing Lender approached to provide all or a portion of the Term Loan Incremental Facility (may elect or other “incremental” provisions decline, in its sole discretion, to provide such portion of the Term Loan Incremental 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 no such notice to shall be required in connection with the Administrative Agent for any Incremental Commitments an explicit election to establish such Incremental Commitments Revolving Increase provided pursuant to Section 2.20(a)(i) or Section 2.20(a)(ii), then the Borrower shall be deemed to have elected to establish such Incremental Commitments under Section 2.20(a)(i) to the extent such Incremental Commitments are permitted to be incurred under such clauseAmendment No. Upon the receipt of such request by the Agent, the Agent shall deliver a copy thereof to each Lender. Such notice shall 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 remaining amount available for Incremental Commitments) and the date on which such increase is requested to become effective. The Incremental Commitments may be made by any existing Lender (provided that no existing Lender shall have any obligation to provide any Incremental Commitment and none of the Borrower or its Affiliates has any obligation to offer any existing Lender the right to provide any Incremental Commitment) or by any other bank or other financial institution that is willing to provide Incremental Commitments (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 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 documentation as the Agent shall reasonably specify to evidence its Commitment and/or its status as a Lender hereunder1.

Increase in Commitments. (a) The Borrower mayBorrowers may at any time after the Amendment No. 1 Effective Date, by written notice to the Administrative Agent, request to effect the addition of one or more increases additional tranches of Term Loans (each, an “Incremental Term Facility”) or an increase in the aggregate amount of Revolving Credit Facility (each, a “Revolving Facility Increase” and, together with the Commitments 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 of all of the Incremental Commitments, taken together with any Additional Debt incurred pursuant to Section 7.03(b)(xxii), exceed the greater of (x) $500,000,000 and (y) 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 Commitments (which shall be deemed to include the full amount of any Revolving Facility Increase assuming the full amount of such increase has been drawn), the Consolidated Secured Leverage Ratio shall not be greater than 2.00:1.00 (or, in the case of any Incremental Commitments the proceeds of which shall be used to 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 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); provided that the aggregate Incremental Commitments, 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 proceeds 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 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 as of the last day of the 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), (v) (A) except as provided in clause (B), the 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 (ix) $250,000,000, plus (y) an additional aggregate principal amount such that the Senior Secured Leverage Ratio, as of the date of the effectiveness of any such Incremental Commitments, would be equal to or less than 3.50:1.00, calculated on a Pro Forma Basis (treating any such proposed Incremental Commitments as fully drawn and the Loans thereunder outstanding) (provided that any proceeds of such Incremental Commitments and any proceeds of any 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 Term A Loans repaid or prepaid (other than any such Term A Loans prepaid or repaid with the proceeds of Indebtedness) by the Borrowers after the Second Amendment and Restatement 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 pursuant to Section 2.18 of the Term Loan Facility (or other “incremental” provisions 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 Loan Facility). For A Loans, (vi) in the avoidance case of doubtan Incremental Revolving 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, (vii) the interest rate margins and floors, fees, discounts, premiums and (subject to clause (v)) amortization schedule applicable to any Incremental Term Loans shall be determined by the applicable Borrower may establish and the lenders thereunder; provided that the interest rate margins with respect to any Incremental Commitments 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 pursuant to each Incremental Term Loan and each applicable Term B Loan, (x) original issue discount (“OID”) or upfront fees (which shall be deemed to constitute like amounts of OID) payable by the applicable Borrower to the 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 (z) if the Incremental Term Loans include an interest rate floor greater than the applicable interest rate floor under this Section 2.20 in reliance on Section 2.20(a)(i) 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 determining whether the interest rate margin of such Incremental Term Loans is higher than the interest rate margin under the applicable Term B Loans by more than 0.50% and to the extent permitted prior the difference in the interest rate floors would cause the interest rate margins of such Incremental Term Loans to using Section 2.20(a)(ii). Notwithstanding be higher than the foregoinginterest rate margins for the applicable Term B Loans by more than 0.50%, if the Borrower has interest rate floor (but not included in such notice any event the interest rate margin) applicable to each of the then outstanding Term B Loans (other than Term B-4 Loans or Term B-5 Loans) shall be increased to the Administrative Agent extent of such differential between interest rate floors; provided, further, that for any Incremental Commitments an explicit election to establish such Incremental Commitments pursuant to Section 2.20(a)(i) or Section 2.20(a)(iipurposes of this clause (vii), then the Borrower Term B-1 Loans, Term B-2 Loans, Term B-3 Loans and Additional Term B-1 Loans shall be deemed to have elected 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 establish such the Administrative Agent and none of the Incremental Commitments Facilities shall have the benefit of any Guarantee or any Lien or other security except for the Guaranty and Liens under Section 2.20(a)(ithe 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 Incremental Commitments terms and conditions are not consistent with the Term Loans, as the case may be (except to the extent permitted to be incurred under such clause. Upon the receipt of such request by the Agentclause (v) or (vii) above), the Agent shall deliver a copy thereof to each Lender. Such notice shall set forth the amount of the requested Incremental Commitments (which they shall be (i) in minimum increments of $1,000,000 and a minimum amount of $25,000,000 or (ii) equal reasonably satisfactory to the remaining amount available for Incremental Commitments) and the date on which such increase is requested to become effective. The Incremental Commitments may be made by any existing Lender (provided that no existing Lender shall have any obligation to provide any Incremental Commitment and none of the Borrower or its Affiliates has any obligation to offer any existing Lender the right to provide any Incremental Commitment) or by any other bank or other financial institution that is willing to provide Incremental Commitments (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 the approval of the Administrative 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 documentation as the Agent shall reasonably specify to evidence its Commitment and/or its status as a Lender hereunder.

Increase in Commitments. (a) The TheA Borrower may, may by written notice to the Agent, request Administrative Agent elect to effect add one or more increases incremental term loan facilities hereunder (each, an “Incremental Term Facility”; the commitments thereunder are referred to as “Incremental Term Loan Commitments” 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 the aggregate case of any Incremental Revolving Increase, the full amount thereof is drawn) shall not (as of the Commitments any date of incurrence thereof) exceed $150,000,000the sum of (the “Incremental Commitments”A) in an aggregate principal amount not to exceed $200,000,000 and (iB) an amount such that at the time of such incurrence and after giving effect thereto on a pro forma basis the Senior Secured Leverage Ratio, as of the date of the effectiveness of any such Incremental Commitments, would be Ratio is less than or equal to or less than 3.50:1.00, calculated on a Pro Forma Basis 2.75 to 1.00 and (treating any such proposed 2) the total aggregate amount for each Incremental Commitments as fully drawn and the Loans thereunder outstanding) (provided that any proceeds of such Incremental Commitments and any proceeds of any substantially simultaneous incurrence of Indebtedness Facility 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 Loan Facility (or 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 Commitments an explicit election to establish such Incremental Commitments pursuant to Section 2.20(a)(i) or Section 2.20(a)(ii), then the Borrower shall be deemed to have elected to establish such Incremental Commitments under Section 2.20(a)(i) 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 deliver a copy thereof to each Lender. Such notice shall set forth the amount of the requested Incremental Commitments (which shall be (i) in minimum increments of $1,000,000 and than a minimum principal amount of $25,000,000 or (ii) equal to or, if less, the remaining amount available for permitted pursuant to the foregoing clause (1). Each such notice shall specify (x) the date (each, an “Increase Effective Date”) on which thesuch Borrower proposes that the Incremental Commitments) and Facility shall be effective, which shall be a date not less than five Business Days after the date on which such increase notice is requested delivered to become effective. The the Administrative Agent and (y) the identity of each Eligible Assignee to whom thesuch Borrower proposes any portion of such Incremental Commitments may Facility be made by allocated and the amounts of such allocations; provided that any existing Lender (provided that no existing Lender shall have any obligation approached to provide any Incremental Commitment and none all or a portion of the Borrower Incremental Facility may elect or decline, in its Affiliates has any obligation to offer any existing Lender the right sole discretion, to provide any Incremental Commitment) or by any other bank or other financial institution that is willing to provide Incremental Commitments (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 the approval portion 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 documentation as the Agent shall reasonably specify to evidence its Commitment and/or its status as a Lender hereunderIncremental Facility.

Increase in Commitments. (a) The After the Closing Date, the Borrower may, by written upon at least thirty (30) days’ notice to the AgentAdministrative Agent (which shall promptly provide a copy of such notice to the Lenders), request propose to effect one or more increases in increase the aggregate amount of the Commitments (the “Incremental Commitments”) in an aggregate principal minimum amount of $25,000,000 and an aggregate maximum amount for all increases pursuant to this Section 2.13 not to exceed $600,000,000 (the amount of any such increase, the “Increased Commitments”); provided that (i) an amount such that the Senior Secured Leverage Ratio, Administrative Agent shall have received a certificate signed by a Designated Officer dated as of the date of such increase (the effectiveness of any such Incremental Commitments, would be equal “Increase Effective Date”) in form and substance satisfactory to or less than 3.50:1.00, calculated the Administrative Agent stating that (x) the representations and warranties contained in Article V are true and correct in all material respects on a Pro Forma Basis (treating any such proposed Incremental Commitments and as fully drawn and the Loans thereunder outstanding) (provided that any proceeds of such Incremental Commitments date, except to the extent that such representations and any proceeds warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of any substantially simultaneous incurrence of Indebtedness shall not be netted from Consolidated Senior Secured Indebtedness such earlier date, and except that for purposes of calculating this Section 2.13, the Senior Secured Leverage Ratio) plus (ii) $100,000,000 (less representations and warranties contained in Section 5.05 shall be deemed to refer to the aggregate principal amount of all loans incurred after the Second Amendment and Restatement Date most recent statements furnished pursuant to subsections (a) and (b) of Section 2.18 6.01 and the representations and warranties contained in Section 5.06 shall be deemed to refer to the most recent financial statements furnished pursuant to subsection (b) of Section 6.01 and (y) no Default has occurred and is continuing and (ii)(x) upon the Term Loan Facility (reasonable request of any Lender or other “incremental” provisions of Additional Lender providing the Term Loan Facility). For Increased Commitments, made at least five days prior to the avoidance of doubtIncrease Effective Date, the Borrower may establish Incremental Commitments under this Section 2.20 shall have provided to such Lender or Additional Lender, as applicable, and such Lender or Additional Lender, as applicable, shall be reasonably satisfied with, the documentation and other information so requested in reliance on Section 2.20(a)(i) connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Act, in each case at least two days prior to the extent permitted Increase Effective Date and (y) at least two days prior to using Section 2.20(a)(ii). Notwithstanding the foregoingIncrease Effective Date, if the Borrower has not included in such notice to qualifies as a “legal entity customer” under the Administrative Agent for any Incremental Commitments an explicit election to establish such Incremental Commitments pursuant to Section 2.20(a)(i) or Section 2.20(a)(ii)Beneficial Ownership Regulation, then the Borrower shall be deemed to have elected to establish such Incremental Commitments under Section 2.20(a)(i) to the extent such Incremental Commitments are permitted to be incurred under such clause. Upon the receipt of such request by the Agentdelivered, the Agent shall deliver a copy thereof to each Lender. Such notice shall set forth the amount of the requested Incremental Commitments (which shall be (i) in minimum increments of $1,000,000 and Lender that so requests a minimum amount of $25,000,000 or (ii) equal to the remaining amount available for Incremental Commitments) and the date on which such increase is requested to become effective. The Incremental Commitments may be made by any existing Lender (provided that no existing Lender shall have any obligation to provide any Incremental Commitment and none of the Borrower or its Affiliates has any obligation to offer any existing Lender the right to provide any Incremental Commitment) or by any other bank or other financial institution that is willing to provide Incremental Commitments (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 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 documentation as the Agent shall reasonably specify to evidence its Commitment and/or its status as a Lender hereunderBeneficial Ownership Certification.

Increase in Commitments. (a) The Borrower maySEI may at any time and from time to time, by delivery to the Administrative Agent of a written notice signed by a Responsible Officer of SEI (whereupon the Administrative Agent shall promptly deliver a copy to each of the AgentLenders), request to effect one the addition of a new tranche of term loans (an “Incremental Term Facility”) or more increases an increase in the aggregate amount Aggregate Commitments (an “Incremental Revolving Commitment”) or a combination thereof; provided that at the time of any such request and upon the effectiveness of the Commitments Incremental Facility Amendment referred to below, (i) no Default or Event of Default shall exist, and (ii) SEI shall be in pro forma compliance with the “financial covenants set forth in Section 7.01 (as demonstrated in a Compliance Certificate executed by a Responsible Officer of SEI). Each Incremental Commitments”) Term Facility or Incremental Revolving Commitment shall be in an aggregate principal amount not to exceed (i) an amount such that the Senior Secured Leverage Ratio, as of the date of the effectiveness of any such Incremental Commitments, would be equal to or less than 3.50:1.00$15,000,000 (or such lesser amount as may be acceptable to the Administrative Agent), calculated on a Pro Forma Basis (treating any such proposed Incremental Commitments as fully drawn and the Loans thereunder outstanding) (provided that any proceeds of such Incremental Commitments and any proceeds of any 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 such Incremental Term Facilities and Restatement Date pursuant to Section 2.18 of the Incremental Revolving Commitments shall not exceed $50,000,000. Each Incremental Term Loan Facility (a) shall rank pari passu or junior in right of payment and of security with the Loans (and any such Incremental Term Facility which is junior in right of payment shall have customary second lien, subordination, standstill and 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 reasonably acceptable to the Administrative Agent for Agent), (b) shall not mature earlier than the Maturity Date, (c) shall have a weighted average life and contain terms as to prepayments and amortization that are acceptable to the Administrative Agent, and (d) shall not contain additional or different covenants or financial covenants which are more restrictive in any Incremental Commitments an explicit election to establish material respect than the covenants in the Loan Documents at the time of the incurrence of such Incremental Commitments pursuant Term Facility unless either such covenants benefit all of the Lenders or are otherwise consented to Section 2.20(a)(i) or Section 2.20(a)(ii), then the Borrower shall be deemed to have elected to establish such Incremental Commitments under Section 2.20(a)(i) to the extent such Incremental Commitments are permitted to be incurred under such clause. Upon the receipt of such request by the Administrative Agent, the Agent shall deliver a copy thereof to each Lender. Such Any such notice shall set forth the amount and terms of the relevant Incremental Term Facility or Incremental Revolving Commitment requested by SEI and to be agreed by any Lenders or Additional Lenders (as herein defined) under such Incremental Commitments (Term Facility or providing such Incremental Revolving Commitment. SEI may arrange for one or more banks or other financial institutions or, in the case of an Incremental Term Facility, institutional investors, each of which shall be (i) in minimum increments of $1,000,000 and a minimum amount of $25,000,000 or (ii) equal reasonably satisfactory to the remaining amount available for Administrative Agent and, with respect only to Incremental Revolving Commitments) , the Swing Line Lender and the date on which L/C Issuer (any such increase is requested to become effective. The Incremental Commitments may be made by any existing Lender (provided that no existing Lender shall have any obligation to provide any Incremental Commitment and none of the Borrower or its Affiliates has any obligation to offer any existing Lender the right to provide any Incremental Commitment) or by any other bank or other financial institution that is willing to provide Incremental Commitments (any such other bank or other financial institution, being called an “Additional Lender”); provided that , to extend commitments under the Incremental Term Facility or provide a portion of the Incremental Revolving Commitment, and each existing Lender shall be afforded an opportunity, but shall not be required, to provide a portion of any such Incremental Term Facility or provide a portion of such Incremental Revolving Commitment. Commitments in respect of any Incremental Term Facility or any Incremental Revolving Commitment shall become Commitments under this Agreement, and each Additional Lender shall become a Lender under this Agreement, pursuant to an amendment (an “Incremental Facility Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrowers, each existing Lender agreeing to provide such Commitment, if any, each Additional Lender, if not already a Lender hereunderany, and the Administrative Agent. An Incremental Facility Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents to the extent (but only to the extent) necessary to effect the provisions of this Section. The effectiveness of any Incremental Facility Amendment shall be subject to the approval satisfaction on the date thereof of each of the Agentconditions set forth in Section 4.02 (it being understood that all references to “date of the applicable Credit Extension” in such Section 4.02 shall be deemed to refer to the effective date of such Incremental Facility Amendment). The proceeds of any Incremental Term Facility or any Incremental Revolving Commitment will be used for working capital, capital expenditures, acquisitions and other general corporate purposes not in contravention of any Law or of any Loan Document. No Incremental Revolving Commitment shall increase the Swingline Lender and sublimit for Letters of Credit or Swing Line Loans without the Issuing Lender (which approvals consent of the L/C Issuer or the Swing Line Lender, as applicable. This Section shall not be unreasonably withheld) and supersede any provisions in Sections 2.13 or 10.01 to the Borrower and each Additional Lender shall execute all such documentation as the Agent shall reasonably specify to evidence its Commitment and/or its status as a Lender hereundercontrary.