Common use of Increase in Revolving Credit Facility Clause in Contracts

Increase in Revolving Credit Facility. (a) The Borrower may from time to time, upon written notice by the Borrower to the Administrative Agent specifying the proposed amount thereof, request an increase, from any Lender or any Additional Lender, in any Tranche of Revolving Credit Commitments (each, a “Revolving Facility Increase”) (which shall be on the same terms as, and become part of, the applicable Tranche of Revolving Credit Commitments (except as otherwise provided in clause (f)) by an aggregate principal amount not to exceed, at the time the Revolving Facility Increase becomes effective and assuming any such Revolving Facility Increase is fully drawn, the Incremental Amount; provided that any such request for a Revolving Facility Increase shall be in a minimum amount of the lesser of (x) $5,000,000 and (y) the entire amount of any Revolving Facility Increase that may be requested under this Section 2.14. (b) Each such notice shall specify the identity of each Lender or other Person that is an Eligible Assignee (each, a “Revolving Facility Increase Lender”) to whom the Borrower proposes any portion of such Revolving Facility Increase be allocated and the proposed amounts of such allocation; provided that (w) any Lender approached to provide all or a portion of the Revolving Facility Increase may elect or decline, in its sole discretion, to increase its applicable Tranche of Revolving Credit Commitments (it being understood that there is no obligation to approach any existing Lenders to provide any portion of the Revolving Facility Increase) and (x) the Administrative Agent, the L/C Issuer and the Swing Line Lender shall have the right to consent (each such consent not to be unreasonably conditioned, withheld or delayed) to such Person’s providing such portion of the Revolving Facility Increase if such consent of the Administrative Agent, the L/C Issuer and the Swing Line Lender would be required under Section 10.07 for an assignment of Revolving Credit Loans or Revolving Credit Commitments to such Person. At the time of sending such notice to any existing Lenders that are approached to provide all or a portion of a Revolving Facility Increase, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each applicable Lender is requested to respond. Any Revolving Credit Lender not responding within such time period shall be deemed to have declined to increase its applicable Tranche of Revolving Credit Commitment. (c) The Administrative Agent shall notify the Borrower and each Revolving Credit Lender of the Revolving Credit Lenders’ responses to each request made under this Section 2.14. (d) If a Revolving Credit Facility is increased in accordance with this Section 2.14, the Administrative Agent and the Borrower shall determine the effective date (the “Revolving Credit Increase Effective Date”) and the final allocation of such Revolving Facility Increase among the applicable Revolving Facility Increase Lenders which need not be on a ratable basis for all existing Lenders of the applicable Tranche. The Administrative Agent shall promptly notify the Revolving Credit Lenders of the final allocation of such Revolving Facility Increase and the Revolving Credit Increase Effective Date. In connection with any Revolving Facility Increase, the Lenders hereby authorize the Administrative Agent to enter into amendments (which may be executed and delivered solely by the Borrower and the Administrative Agent) to this Agreement and the other Loan Documents with the Borrower as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower in order to reflect any technical changes necessary to give effect to such Revolving Facility Increase in accordance with its terms as set forth herein. (e) Such Revolving Facility Increase shall become effective, as of the applicable Revolving Credit Increase Effective Date; provided that (i) no Default or Event of Default shall have occurred and be continuing or would result after giving effect to such Revolving Facility Increase (or, in the case of a Revolving Facility Increase incurred to finance a Permitted Acquisition, the condition set forth in this clause (i) shall be limited to Specified Events of Default (and not any other event of default)), (ii) after giving effect to the making of any Revolving Credit Loans or the effectiveness of any Revolving Facility Increase, the conditions set forth in Section 4.02(a) shall be satisfied (or, in the case of an Revolving Facility Increase incurred to finance a Permitted Acquisition, the condition set forth in this clause (ii) shall be limited to the Specified Representations (and not any other representations or warranties) (conformed as necessary for such acquisition); (iii) the Revolving Facility Increase shall be effected pursuant to one or more joinder agreements (in form and substance reasonably satisfactory to the Administrative Agent) executed and delivered by the Borrower and the Revolving Facility Increase Lenders, and to the extent applicable, the Administrative Agent and the L/C Issuer, and each of which shall be recorded in the Register, (iv) the Borrower shall have delivered a certificate of the Borrower dated as of the Revolving Credit Increase Effective Date signed by a Responsible Officer of the Borrower certifying that the conditions precedent set forth in subclauses (i) and (ii) have been satisfied and that the Borrower is in Pro Forma Compliance with the Maximum Senior Secured Net Leverage Requirement, to the extent applicable, and the financial covenant set forth in Section 7.11, (v) the Borrower shall be in Pro Forma Compliance with the Maximum Senior Secured Net Leverage Requirement, to the extent applicable, and the financial covenant set forth in Section 7.11 (such compliance to be determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or (b) (or, prior to the first delivery thereof, on the basis of the financial information set forth in the Borrower’s most recent filed Form 10-K)) as though such incurrence or acquisition had been consummated as of the first day of the applicable Test Period), (vi) to the extent reasonably requested by the Administrative Agent, the Administrative Agent shall have received legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent in all material respects with those delivered on the Closing Date under Section 4.01 with respect to the Borrower and all applicable Material Subsidiary Guarantors (other than changes to such legal opinions resulting from a change in Law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent) and evidencing the approval of such Revolving Facility Increase by the Borrower and each Material Subsidiary Guarantor and (vii) all fees and expenses owing in respect of such Revolving Facility Increase to the Administrative Agent and the applicable Lenders shall have been paid. On the Revolving Credit Increase Effective Date, the Borrower shall prepay any Revolving Credit Loans or L/C Advances outstanding on the Revolving Credit Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Revolving Credit Loans or L/C Advances, as the case may be, ratable with any revised Pro Rata Share of a Revolving Credit Lender in respect of the Tranche subject to such Revolving Facility Increase arising from any nonratable increase in the Revolving Credit Commitments under such Tranche pursuant to this Section. (f) Any Revolving Facility Increase shall be on the same terms and pursuant to the same documentation as the Tranche or Tranches, as applicable, of Revolving Credit Loans and Revolving Credit Commitments increased thereby as of the Revolving Credit Increase Effective Date (including with respect to upfront fees, OID or similar fees required to consummate such Revolving Facility Increase); provided that it is agreed that the Applicable Rate of the applicable existing Tranche of Revolving Credit Commitments may be increased to equal the Applicable Rate of such increased Tranche of Revolving Credit Commitments to satisfy the requirements of this clause (f)). (g) Notwithstanding anything to the contrary contained herein, there shall be no more than ten (10) Revolving Facility Increases under this Agreement.

Increase in Revolving Credit Facility. (a) The Upon notice to the Administrative Agent, the Borrower may from time to time, upon written notice by time after the Borrower to the Administrative Agent specifying the proposed amount thereofThird Amendment Effective Date, request an increase, from any Lender or any Additional Lender, increase in any Tranche of Revolving Credit the Commitments (each, a “Revolving Facility Increase”) (which shall be on the same terms as, and become part of, the applicable Tranche of Revolving Credit Commitments (except as otherwise provided in clause (f)) by an aggregate principal amount not to exceed, at the time the Revolving Facility Increase becomes effective and assuming any such Revolving Facility Increase is fully drawn, the Incremental Amountexceeding $75,000,000; provided that any such request for a Revolving Facility Increase an increase shall be in a minimum amount of the lesser of (x) $5,000,000 and (y) the entire remaining amount of any Revolving Facility Increase that may be requested increases available under this Section 2.14. (b) Each such notice shall specify the identity of each Lender or other Person that is an Eligible Assignee (each, a “Revolving Facility Increase Lender”) to whom the Borrower proposes any portion of such Revolving Facility Increase be allocated and the proposed amounts of such allocation; provided that (w) any Lender approached to provide all or a portion of the Revolving Facility Increase may elect or decline, in its sole discretion, to increase its applicable Tranche of Revolving Credit Commitments (it being understood that there is no obligation to approach any existing Lenders to provide any portion of the Revolving Facility Increase) and (x) the Administrative Agent, the L/C Issuer and the Swing Line Lender shall have the right to consent (each such consent not to be unreasonably conditioned, withheld or delayed) to such Person’s providing such portion of the Revolving Facility Increase if such consent of the Administrative Agent, the L/C Issuer and the Swing Line Lender would be required under Section 10.07 for an assignment of Revolving Credit Loans or Revolving Credit Commitments to such Person. At the time of sending such notice to any existing Lenders that are approached to provide all or a portion of a Revolving Facility Increasenotice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each applicable Lender or proposed Lender is requested to respondrespond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the Lenders). (b) Any proposed increase in the Commitments may be requested from the existing Lenders and new prospective Lenders who are Eligible Assignees (which additional Eligible Assignees shall be subject to the approval of the Administrative Agent, the L/C Issuer and the Swing Line Lender, which approvals shall not be unreasonably withheld and each of whom shall execute a customary joinder agreement) or a combination thereof, as selected by, and with such allocations of committed amounts as may be determined by, the Administrative Agent and the Borrower (regardless of a Pro Rata Share of any individual Lender); provided that, any such request shall be made concurrently to the existing Lenders and such new prospective Lenders. Any Revolving Credit Lender approached to provide all or any portion of the increased Commitments may elect or decline, in its sole discretion, to provide such an increase. Any Lender not responding within such the time period set forth in Section 2.14(a) shall be deemed to have declined to increase its applicable Tranche of Revolving Credit Commitment. (c) The Administrative Agent shall notify If the Borrower and each Revolving Credit Lender of the Revolving Credit Lenders’ responses to each request made under this Section 2.14. (d) If a Revolving Credit Facility is Commitments are increased in accordance with this Section 2.14, the Administrative Agent and the Borrower shall determine the effective date (the “Revolving Credit Increase Effective Date”) and the final allocation of such Revolving Facility Increase among the applicable Revolving Facility Increase Lenders which need not be on a ratable basis for all existing Lenders of the applicable Trancheincrease. The Administrative Agent shall promptly notify the Revolving Credit Borrower and the Lenders of the final allocation of such Revolving Facility Increase increase and the Revolving Credit Increase Effective Date. In connection with any Revolving Facility Increaseincrease in the Commitments, the Lenders hereby authorize the Administrative Agent to enter into amendments (which may be executed and delivered solely by the Borrower and the Administrative Agent) to this Agreement and the other Loan Documents with shall be amended in a writing (executed and delivered by the Borrower as may be necessary or appropriate in the reasonable opinion of Loan Parties, the Administrative Agent and the Borrower each Lender participating in order such increased Commitments) to reflect any technical changes necessary to give effect to such Revolving Facility Increase Commitment increases in accordance with its the terms as set forth herein. (ed) Such Revolving Facility Increase As conditions precedent to such increase, (i) the Borrower shall become effective, deliver to the Administrative Agent a certificate of each Loan Party dated as of the applicable Revolving Credit Increase Effective Date; provided Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party, certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and certifying that the conditions precedent set out in the following subclauses (iii) through (iv) have been satisfied or waived in accordance with Section 10.01, (ii) no Default or Event of Default shall have occurred and be continuing or would result from such increase, (iii) before and after giving effect to such Revolving Facility Increase (or, in the case of a Revolving Facility Increase incurred to finance a Permitted Acquisitionincrease, the condition set forth representations and warranties contained in this clause (i) Article 5 and the other Loan Documents shall be limited to Specified Events of Default true and correct in all material respects (and not in all respects if any other event of default)), (iisuch representation or warranty is already qualified by materiality) after giving effect to the making of any Revolving Credit Loans or the effectiveness of any Revolving Facility Increase, the conditions set forth in Section 4.02(a) shall be satisfied (or, in the case of an Revolving Facility Increase incurred to finance a Permitted Acquisition, the condition set forth in this clause (ii) shall be limited to the Specified Representations (on and not any other representations or warranties) (conformed as necessary for such acquisition); (iii) the Revolving Facility Increase shall be effected pursuant to one or more joinder agreements (in form and substance reasonably satisfactory to the Administrative Agent) executed and delivered by the Borrower and the Revolving Facility Increase Lenders, and to the extent applicable, the Administrative Agent and the L/C Issuer, and each of which shall be recorded in the Register, (iv) the Borrower shall have delivered a certificate of the Borrower dated as of the Revolving Credit Increase Effective Date signed Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by a Responsible Officer materiality) as of such earlier date, and except that for purposes of this subclause (iii), the Borrower certifying that the conditions precedent set forth representations and warranties contained in subclauses (iSection 5.05(a) and (iib) have been satisfied shall be deemed to refer to the most recent statements furnished pursuant to Section 6.01(a) and that (b), respectively, (iv) after giving effect to such increase, the Borrower is in Pro Forma Compliance with the Maximum Senior Secured Net Leverage Requirement, to the extent applicable, and the financial covenant set forth in Section 7.11, (v) the Borrower shall would be in Pro Forma Compliance with the Maximum Senior Secured Net Leverage Requirement, to the extent applicable, and the financial covenant set forth out in Section 7.11 (such compliance regardless of whether a Covenant Trigger Period then exists), in each case for the twelve (12) month (or, as applicable, four-quarter) period to be determined on which the basis of the financial information most recently delivered to recent Compliance Certificate received by the Administrative Agent and the Lenders pursuant to Section 6.01(a6.02(b) or (b) (or, prior relates. The amendment to this Agreement providing for the first delivery thereof, on increase if the basis of the financial information set forth in the Borrower’s most recent filed Form 10-K)) as though such incurrence or acquisition had been consummated as of the first day of the applicable Test Period), (vi) to the extent reasonably requested by the Administrative Agent, the Administrative Agent Commitments shall have received legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent in all material respects with those delivered on the Closing Date under Section 4.01 with respect to the Borrower and all applicable Material Subsidiary Guarantors (other than changes to such legal opinions resulting from a change in Law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent) and evidencing the approval of such Revolving Facility Increase by the Borrower and each Material Subsidiary Guarantor and (vii) all fees and expenses owing in respect of such Revolving Facility Increase to the Administrative Agent and the applicable Lenders shall have been paid. On the Revolving Credit Increase Effective Date, the Borrower shall prepay any Revolving Credit Loans or L/C Advances outstanding on the Revolving Credit Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent contain provisions that may be necessary to keep the outstanding Revolving Credit Loans or Loans, L/C AdvancesAdvances or Swing Line Loans (to the extent participated to Lenders), as the case may be, ratable with any revised Pro Rata Share of a Revolving Credit Lender in respect of the Tranche subject to such Revolving Credit Facility Increase arising from any nonratable increase in the Revolving Credit Commitments under such Tranche pursuant to this Section. (f) Any Revolving Facility Increase shall be on Section 2.14, including, without limitation, provisions providing for the same terms and pursuant to the same documentation as the Tranche or Tranches, as applicable, of Revolving Credit Loans and Revolving Credit Commitments increased thereby as reallocation of the Revolving Credit Increase Effective Date (including with respect to upfront fees, OID or similar fees required to consummate such Revolving Facility Increase); provided that it is agreed that the Applicable Rate of the applicable existing Tranche of Revolving Credit Commitments may be increased to equal the Applicable Rate of such increased Tranche of Revolving Credit Commitments to satisfy the requirements of this clause (f))and Loans among Lenders. (g) Notwithstanding anything to the contrary contained herein, there shall be no more than ten (10) Revolving Facility Increases under this Agreement.

Increase in Revolving Credit Facility. (a) The Provided there exists no Event of Default at such time, upon written notice to the Administrative Agent, the Borrower may from time to timetime elect to request, upon written notice by the Borrower prior to the Administrative Agent specifying Maturity Date, an increase in the proposed amount thereof, request an increase, from any Lender or any Additional Lender, in any Tranche of existing Revolving Credit Commitments Facility or the establishment of a new Revolving Credit Facility (each, a provided that there shall be no more than two Revolving Credit Facilities in effect at any time) (the “Incremental Revolving Facility IncreaseCredit Commitments”) and/or to incur new term loan commitments (which shall be on the same terms as“Incremental Term Loan Commitments” and, and become part oftogether with the Increment Revolving Credit Commitments, the applicable Tranche of Revolving Credit Commitments (except as otherwise provided in clause (f“Incremental Commitments”)) , by an aggregate principal amount determined by the Borrower (for all such requests taken together) not exceeding $1,000,000,000 (the “Incremental Facility Amount”) minus the aggregate outstanding principal amount and/or commitments, as applicable, of any Incremental Equivalent Debt incurred pursuant to exceed, at Section 7.02(po) on or prior to the time date of the Revolving Facility Increase becomes effective and assuming any incurrence of such Revolving Facility Increase is fully drawn, the Incremental AmountCommitments; provided that any such request for a Revolving Facility Increase Incremental Commitments shall be in a minimum amount of the lesser of (x) $5,000,000 and (y) the entire amount of any Revolving Facility Increase that may be requested under this Section 2.1410,000,000. (b) Each such notice shall specify (i) the date (each, an “Increase Effective Date”) on which the Borrower proposes that the Incremental Revolving Credit Commitments or Incremental Term Loan Commitments, as applicable, shall be effective, which shall be a date not less than five (5) Business Days after the date on which such notice is delivered to the Administrative Agent (unless the Administrative Agent otherwise agrees to a shorter period) and (ii) the identity of each Lender or other Person that is (which shall be an Eligible Assignee Assignee) (each, a an “Incremental Revolving Facility Increase Credit Lender”” or “Incremental Term Loan Lender,” as applicable) to whom the Borrower proposes any portion of such Incremental Revolving Facility Increase Credit Commitments or Incremental Term Loan Commitments, as applicable, be allocated and the proposed amounts of such allocationallocations; provided that (w) any Lender approached to provide all or a portion of the Incremental Revolving Facility Increase Credit Commitments or Incremental Term Loan Commitments, as applicable, may elect or decline, in its sole discretion, to increase its applicable Tranche provide an Incremental Revolving Credit Commitment or Incremental Term Loan Commitment. Any Incremental Term Loans made on an Increase Effective Date shall be designated as a separate series (a “Series”) of Incremental Term Loans for all purposes of this Agreement or, if made on terms identical to any existing Series of Incremental Term Loans, may constitute a part of such Series of Incremental Term Loans. The Borrower may designate any Incremental Revolving Credit Commitments (it being understood that there is no obligation to approach any existing Lenders to provide any portion of the Revolving Facility Increase) and (x) the Administrative Agent, the L/C Issuer and the Swing Line Lender shall have the right to consent (each such consent not to be unreasonably conditioned, withheld or delayed) to such Person’s providing such portion of the Revolving Facility made on an Increase if such consent of the Administrative Agent, the L/C Issuer and the Swing Line Lender would be required under Section 10.07 for an assignment of Effective Date as a separate Revolving Credit Loans or Facility for all purposes of this Agreement or, if made on terms identical to an existing Revolving Credit Facility, such Incremental Revolving Credit Commitments to may constitute a part of such Person. At the time of sending such notice to any existing Lenders that are approached to provide all or a portion of a Revolving Facility Increase, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each applicable Lender is requested to respond. Any Revolving Credit Lender not responding within such time period Facility; provided that there shall be deemed to have declined to increase its applicable Tranche of no more than two Revolving Credit CommitmentFacilities in effect at any time. (c) The Administrative Agent shall promptly notify the Borrower and the Lenders of (x) the Incremental Revolving Credit Commitments and the Incremental Revolving Credit Lenders or the Incremental Term Loan Commitments and the Incremental Term Loan Lenders, as applicable and (y) in the case of each notice to any Revolving Credit Lender, the respective interests in such Revolving Credit Lender’s Revolving Credit Loans, in each case subject to the assignments contemplated by this Section 2.13. Each Incremental Revolving Credit Lender of and Incremental Term Loan Lender shall be subject to the Revolving Credit Lenders’ responses to each request made under this requirements set forth in Section 2.143.01. (d) If On any Increase Effective Date on which Incremental Revolving Credit Commitments are effected pursuant to an increase to the existing Revolving Credit Facility, subject to the satisfaction of the terms and conditions in this Section 2.13, (i) each of the existing Revolving Credit Lenders shall assign to each of the Incremental Revolving Credit Lenders, and each of the Incremental Revolving Credit Lenders shall purchase from each of the existing Revolving Credit Lenders, at the principal amount thereof (together with accrued interest), such interests in the Revolving Credit Loans outstanding on such Increase Effective Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Credit Loans will be held by existing Revolving Credit Lenders and such Incremental Revolving Credit Lenders ratably in accordance with their Revolving Credit Commitments after giving effect to the addition of such Incremental Revolving Credit Commitments to the Revolving Credit Commitments, (ii) each Incremental Revolving Credit Commitment shall be deemed for all purposes a Revolving Credit Facility is increased in accordance with this Section 2.14, the Administrative Agent Commitment and the Borrower shall determine the effective date (the “each Incremental Revolving Credit Increase Effective Date”) and the final allocation of such Revolving Facility Increase among the applicable Revolving Facility Increase Lenders which need not Loan made thereunder shall be on a ratable basis deemed, for all existing Lenders of purposes, a Revolving Credit Loan and (iii) each Incremental Revolving Credit Lender shall become a Revolving Credit Lender with respect to the applicable TrancheIncremental Revolving Credit Commitment and all matters relating thereto. The Administrative Agent shall promptly notify the Incremental Revolving Credit Lenders of the final allocation of such Revolving Facility Increase and the Commitments shall become Revolving Credit Increase Effective DateCommitments under this Agreement pursuant to an Incremental Amendment and, as appropriate, amendments to the other Loan Documents. In connection with Such amendment may, without the consent of any other Revolving Facility IncreaseCredit Lender, the Lenders hereby authorize the Administrative Agent to enter into effect such amendments (which may be executed and delivered solely by the Borrower and the Administrative Agent) to this Agreement and the other Loan Documents with the Borrower as may be necessary or appropriate necessary, in the reasonable opinion of the Administrative Agent and the Borrower in order Borrower, to reflect any technical changes necessary to give effect to such Revolving Facility Increase in accordance with its terms as set forth hereinthe provisions of this Section 2.13. (e) Such On any Increase Effective Date on which a separate Class of Incremental Revolving Facility Increase Credit Loans shall become effective, (i) all outstanding Revolving Credit Loans then outstanding under any Revolving Credit Facility on such date shall be prepaid on such date (and may, subject to the satisfaction of the condition set forth herein, be reborrowed on such date (provided that such Borrowing shall be made on a ratable basis across all Revolving Credit Facilities)) and (ii) subject to the satisfaction of terms and conditions to be mutually agreed between the Administrative Agent and the Incremental Revolving Credit Lenders providing such Incremental Revolving Credit Commitments (and including the terms and conditions in this Section 2.13), (x) each Incremental Revolving Credit Lender of such Class shall agree to make Incremental Revolving Credit Loans to the Borrower from time to time in an amount equal to its Incremental Revolving Credit Commitment and (y) each Incremental Revolving Credit Lender of such Class shall become a Lender hereunder with respect to its Incremental Revolving Credit Commitment of such Class and the Incremental Revolving Credit Loans made pursuant thereto. (f) On any Increase Effective Date on which any Incremental Term Loan Commitments of any Series are effective, subject to the satisfaction of terms and conditions to be mutually agreed between the Administrative Agent and the Incremental Term Loan Lenders providing such Incremental Term Loans (and including the terms and conditions in this Section 2.13), (i) each Incremental Term Loan Lender of such Series shall make a Loan to the Borrower (an “Incremental Term Loan”) in an amount equal to its Incremental Term Loan Commitment of such Series and (ii) each Incremental Term Loan Lender of such Series shall become a Lender hereunder with respect to its Incremental Term Loan Commitment and the Incremental Term Loans of such Series made pursuant thereto. (g) The terms and provisions of the Incremental Revolving Credit Loans, Incremental Revolving Credit Commitments, Incremental Term Loans and Incremental Term Loan Commitments of any Series shall be, (i) except as otherwise set forth herein, as agreed in the Incremental Amendment and, as appropriate, any necessary amendments to the other Loan Documents, executed by the Borrower, the applicable Incremental Revolving Credit Lenders and Incremental Term Loan Lenders providing such Incremental Revolving Credit Commitments and Incremental Term Loan Commitments, respectively, and the Administrative Agent and (ii) subject to the limitations in clauses (A) and (B) below, not more restrictive, taken as a whole, to the Borrower and the other Loan Parties than those applicable to any other Facility at the time of incurrence of such Incremental Facility, unless such other terms (1) apply only after the Latest Maturity Date of each other Facility at the time of incurrence of such Incremental Facility, (2) shall also apply to the existing Revolving Credit Facility (which such application shall not require the consent of the Revolving Credit Lenders or the Administrative Agent if so reasonably determined by the Borrower) or (3) in the case of Incremental Term Loans and Incremental Term Loan Commitments, relate only to mandatory prepayments, premiums (including make-whole provisions), interest, fees or (subject to the foregoing) maturity or amortization. In any event, (A) the Weighted Average Life to Maturity of all Incremental Loans of any Class or Series shall be no shorter than 75% of the remaining time to the Latest Maturity Date of the Revolving Credit Facility in effect at the time of incurrence thereof, (B) the applicable Maturity Date for any such Incremental Facility shall be no shorter than the Latest Maturity Date of the existing Revolving Credit Facility at the time of incurrence of such Incremental Loans, (C) any Incremental Revolving Credit Commitments (and the Revolving Credit Loans made thereunder) included in an existing Revolving Credit Facility shall have the same terms as the Revolving Credit Commitments and Revolving Credit Loans of such Revolving Credit Facility, (D) any Incremental Revolving Credit Commitments and Incremental Revolving Credit Loans that will constitute a separate Revolving Credit Facility may have different terms than the existing Revolving Credit Facility and (E) the establishment of a Revolving Credit Facility with a later Maturity Date than the existing Revolving Credit Facility shall not affect the Letter of Credit Expiration Date unless expressly agreed in writing by the applicable L/C Issuer and the Incremental Revolving Credit Lenders providing such Incremental Revolving Credit Commitments. (h) Each Incremental 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 opinion of the Administrative Agent, the Borrower and the lenders providing the relevant Incremental Facility, to effect the provisions of this Section 2.13 (including, in the case of any Incremental Term Loans or Incremental Term Loan Commitments, to provide for additional mandatory prepayments not already included herein and debt buyback provisions on customary terms). (i) As a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent (x) reaffirmation agreements of the Loan Parties which reaffirm the Guaranty and Liens provided pursuant to the Loan Documents and (y) a certificate of each Loan Party dated as of the applicable Revolving Credit Increase Effective Date; provided that Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) no Default certifying and attaching the resolutions adopted by such Loan Party approving or Event consenting to such increase and (ii) in the case of Default shall have occurred the Borrower, certifying that, before and be continuing or would result after giving effect to such Revolving Facility Increase increase, (orA) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (except to the extent any such representation and warranty itself is qualified by “materiality”, “Material Adverse Effect” or any similar qualifier, in which case, it shall be true and correct in all respects) on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of a Revolving Facility Increase incurred such earlier date, and except that for purposes of this Section 2.13, 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; provided that to the extent that such Incremental Term Commitments will be used concurrently with the initial provision of such commitment to finance a Permitted Acquisitionany Investment permitted pursuant to Section 7.03(g), the condition set forth in this clause (i) then such representations and warranties shall be limited to Specified Events customary “SunGard” representations and warranties (including those with respect to the target contained in the acquisition or merger agreement to the extent failure of such representations and warranties to be true and correct permits the Borrower or relevant Affiliate thereof not to consummate the transactions contemplated thereby) and (B) no Event of Default (has occurred and not any other event of default)), (ii) after giving effect is continuing. The Borrower shall deliver or cause to be delivered legal opinions which are similar to those delivered on the making of any Revolving Credit Loans or the effectiveness of any Revolving Facility Increase, the conditions set forth in Closing Date pursuant to Section 4.02(a) shall be satisfied (or, in the case of an Revolving Facility Increase incurred to finance a Permitted Acquisition, the condition set forth in this clause (ii) shall be limited to the Specified Representations (and not any other representations or warranties4.01(a)(v) (conformed as necessary for such acquisition); (iii) the Revolving Facility Increase shall be effected pursuant to one or more joinder agreements (otherwise in form and substance reasonably satisfactory to the Administrative Agent) executed and delivered by the Borrower and the Revolving Facility Increase Lenders, and to the extent applicable, the Administrative Agent and the L/C Issuer, and each of which shall be recorded in the Register, (iv) the Borrower shall have delivered a certificate of the Borrower dated as of the Revolving Credit Increase Effective Date signed by a Responsible Officer of the Borrower certifying that the conditions precedent set forth in subclauses (i) and (ii) have been satisfied and that the Borrower is in Pro Forma Compliance with the Maximum Senior Secured Net Leverage Requirement, to the extent applicable, and the financial covenant set forth in Section 7.11, (v) the Borrower shall be in Pro Forma Compliance with the Maximum Senior Secured Net Leverage Requirement, to the extent applicable, and the financial covenant set forth in Section 7.11 (such compliance to be determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or (b) (or, prior to the first delivery thereof, on the basis of the financial information set forth in the Borrower’s most recent filed Form 10-K)) as though such incurrence or acquisition had been consummated as of the first day of the applicable Test Period), (vi) to the extent any other documents reasonably requested by the Administrative Agent, the Administrative Agent shall have received legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent in all material respects with those delivered on the Closing Date under Section 4.01 with respect to the Borrower and all applicable Material Subsidiary Guarantors (other than changes to such legal opinions resulting from a change in Law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent) and evidencing the approval of such Revolving Facility Increase by the Borrower and each Material Subsidiary Guarantor and (vii) all fees and expenses owing in respect of such Revolving Facility Increase to the Administrative Agent and the applicable Lenders shall have been paid. On the Revolving Credit Increase Effective Date, the Borrower shall prepay any Revolving Credit Loans or L/C Advances outstanding on the Revolving Credit Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Revolving Credit Loans or L/C Advances, as the case may be, ratable connection with any revised Pro Rata Share of a Revolving Credit Lender in respect of the Tranche subject to such Revolving Facility Increase arising from any nonratable increase in the Revolving Credit Commitments under such Tranche pursuant to this Sectiontransaction. (fj) Any Revolving Facility Increase This Section 2.13 shall be on the same terms and pursuant supersede any provisions in Section 2.12 or 11.01 to the same documentation as the Tranche or Tranches, as applicable, of Revolving Credit Loans and Revolving Credit Commitments increased thereby as of the Revolving Credit Increase Effective Date (including with respect to upfront fees, OID or similar fees required to consummate such Revolving Facility Increase); provided that it is agreed that the Applicable Rate of the applicable existing Tranche of Revolving Credit Commitments may be increased to equal the Applicable Rate of such increased Tranche of Revolving Credit Commitments to satisfy the requirements of this clause (f))contrary. (g) Notwithstanding anything to the contrary contained herein, there shall be no more than ten (10) Revolving Facility Increases under this Agreement.

Increase in Revolving Credit Facility. (a) The Provided there exists no Default, upon notice to the Administrative Agent (which shall promptly notify the Revolving Credit Lenders), the Borrower may from time to time, upon written notice by the Borrower to the Administrative Agent specifying the proposed amount thereof, request an increase, from any Lender or any Additional Lender, increase in any Tranche of the Revolving Credit Commitments Facility by an amount (eachfor all such requests, together with all requests for an increase in the Term B Facility pursuant to Section 2.15, all requests for a “Revolving New Term Facility Increase”) (which shall be on the same terms aspursuant to Section 2.16(a)(i), and become part of, the applicable Tranche of Revolving Credit Commitments (except as otherwise provided in clause (f)) by an aggregate principal amount of all Senior Secured Notes then outstanding) not to exceed, at the time the Revolving Facility Increase becomes effective and assuming any such Revolving Facility Increase is fully drawn, the Incremental Amountexceeding $200,000,000; provided that any such request for a Revolving Facility Increase an increase shall be in a minimum amount of the lesser of (x) $5,000,000 10,000,000 and (y) the entire remaining amount of any Revolving Facility Increase that may be requested increases available under this Section 2.14. (b) Each such notice shall specify the identity of each Lender or other Person that is an Eligible Assignee (each, a “Revolving Facility Increase Lender”) to whom the Borrower proposes any portion of such Revolving Facility Increase be allocated and the proposed amounts of such allocation; provided that (w) any Lender approached to provide all or a portion of the Revolving Facility Increase may elect or decline, in its sole discretion, to increase its applicable Tranche of Revolving Credit Commitments (it being understood that there is no obligation to approach any existing Lenders to provide any portion of the Revolving Facility Increase) and (x) the Administrative Agent, the L/C Issuer and the Swing Line Lender shall have the right to consent (each such consent not to be unreasonably conditioned, withheld or delayed) to such Person’s providing such portion of the Revolving Facility Increase if such consent of the Administrative Agent, the L/C Issuer and the Swing Line Lender would be required under Section 10.07 for an assignment of Revolving Credit Loans or Revolving Credit Commitments to such PersonSection. At the time of sending such notice to any existing Lenders that are approached to provide all or a portion of a Revolving Facility Increasenotice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each applicable Revolving Credit Lender is requested to respondrespond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Revolving Credit Lenders). (b) Each Revolving Credit Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Revolving Credit Commitment and, if so, whether by a percentage of the requested increase equal to, greater than, or less than its Pro Rata Share in respect of the Revolving Credit Facility. Any Revolving Credit Lender not responding within such time period shall be deemed to have declined to increase its applicable Tranche of Revolving Credit Commitment. (c) The Administrative Agent shall notify the Borrower and each Revolving Credit Lender of the Revolving Credit Lenders’ responses to each request made under this Section 2.14hereunder. To achieve the full amount of a requested increase, and subject to the approval of the Administrative Agent, the L/C Issuer and the Swing Line Lender (which approvals shall not be unreasonably withheld), the Borrower may also invite additional Eligible Assignees to become Revolving Credit Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel. (d) If a the Revolving Credit Facility is increased in accordance with this Section 2.14Section, the Administrative Agent and the Borrower shall determine the effective date (the “Revolving Credit Increase Effective Date”) and the final allocation of such Revolving Facility Increase among the applicable Revolving Facility Increase Lenders which need not be on a ratable basis for all existing Lenders of the applicable Trancheincrease. The Administrative Agent shall promptly notify the Borrower and the Revolving Credit Lenders of the final allocation of such Revolving Facility Increase increase and the Revolving Credit Increase Effective Date. In connection with any Revolving Facility Increase, the Lenders hereby authorize the Administrative Agent to enter into amendments (which may be executed and delivered solely by the Borrower and the Administrative Agent) to this Agreement and the other Loan Documents with the Borrower as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower in order to reflect any technical changes necessary to give effect to such Revolving Facility Increase in accordance with its terms as set forth herein. (e) Such Revolving Facility Increase As conditions precedent to such increase, (i) the Borrower shall become effective, deliver to the Administrative Agent a certificate of each Loan Party dated as of the applicable Revolving Credit Increase Effective Date; provided Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party, certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and certifying that the conditions precedent set out in the following subclauses (iii) through (v) have been satisfied, (ii) no Default or Event of Default shall have occurred and be continuing or would result from such increase, (iii) before and after giving effect to such Revolving Facility Increase (or, in the case of a Revolving Facility Increase incurred to finance a Permitted Acquisitionincrease, the condition set forth representations and warranties contained in this clause (i) Article V and the other Loan Documents shall be limited to Specified Events of Default true and correct in all material respects (and not in all respects if any other event of default)), (iisuch representation or warranty is already qualified by materiality) after giving effect to the making of any Revolving Credit Loans or the effectiveness of any Revolving Facility Increase, the conditions set forth in Section 4.02(a) shall be satisfied (or, in the case of an Revolving Facility Increase incurred to finance a Permitted Acquisition, the condition set forth in this clause (ii) shall be limited to the Specified Representations (on and not any other representations or warranties) (conformed as necessary for such acquisition); (iii) the Revolving Facility Increase shall be effected pursuant to one or more joinder agreements (in form and substance reasonably satisfactory to the Administrative Agent) executed and delivered by the Borrower and the Revolving Facility Increase Lenders, and to the extent applicable, the Administrative Agent and the L/C Issuer, and each of which shall be recorded in the Register, (iv) the Borrower shall have delivered a certificate of the Borrower dated as of the Revolving Credit Increase Effective Date signed Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by a Responsible Officer materiality) as of such earlier date, and except that for purposes of this subclause (iii), the Borrower certifying that the conditions precedent set forth representations and warranties contained in subclauses (iSection 5.05(a) and Sections 5.05(b) and (iic) have been satisfied shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and that (b), respectively, (iv) after giving effect to such increase, the Borrower is in Pro Forma Compliance with the Maximum Senior Secured Net Leverage Requirement, to the extent applicable, and the financial covenant set forth in Section 7.11, (v) the Borrower shall would be in Pro Forma Compliance with (A) the financial covenants set out in Section 7.11 and (B) the Maximum Senior Secured Net Leverage RequirementRatio, in each case for the four-quarter period to which the extent applicable, and the financial covenant set forth in Section 7.11 (such compliance to be determined on the basis of the financial information most recently delivered to recent Compliance Certificate received by the Administrative Agent and the Lenders pursuant to Section 6.01(a6.02(b) or relates, assuming that the Revolving Facility (bafter giving effect to such increase) (or, prior is fully drawn; provided that up to the first delivery thereof, on the basis $50,000,000 of the financial information set forth sum of all (w) increases in the Borrower’s most recent filed Form 10-K)) as though such incurrence or acquisition had been consummated as of the first day of the applicable Test Period), (vi) to the extent reasonably requested by the Administrative Agent, the Administrative Agent shall have received legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent in all material respects with those delivered on the Closing Date under Section 4.01 with respect to the Borrower and all applicable Material Subsidiary Guarantors (other than changes to such legal opinions resulting from a change in Law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent) and evidencing the approval of such Revolving Facility Increase by the Borrower and each Material Subsidiary Guarantor and (vii) all fees and expenses owing in respect of such Revolving Facility Increase to the Administrative Agent and the applicable Lenders shall have been paid. On the Revolving Credit Increase Effective DateFacility pursuant to this Section 2.14, (x) increases in the Term B Facility pursuant to Section 2.15, (y) incurrences of New Term Facilities pursuant to Section 2.16(a)(i) and (z) incurrences of Senior Secured Notes may be effected without regard to compliance with the Maximum Senior Secured Leverage Ratio. The Borrower shall prepay any Revolving Credit Loans or Loans, L/C Advances or Swing Line Loans (to the extent participated to Revolving Credit Lenders) outstanding on the Revolving Credit Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Revolving Credit Loans or Loans, L/C AdvancesAdvances or Swing Line Loans (to the extent participated to Revolving Credit Lenders), as the case may be, ratable with any revised Pro Rata Share of a Revolving Credit Lender in respect of the Tranche subject to such Revolving Credit Facility Increase arising from any nonratable increase in the Revolving Credit Commitments under such Tranche pursuant to this Section. , and (fv) Any Revolving Facility Increase shall the all-in yield (whether in the form of interest rate margins, original issue discount, upfront fees, or LIBOR/ABR floors, assuming, in the case of original issue discount and upfront fees, four-year life to maturity) applicable to such increase will be on determined by the same terms Borrower and pursuant the Lenders providing such increase and will not be more than 50 basis points higher than the corresponding all-in yield (giving effect to interest rate margins, original issue discount, upfront fees and LIBOR/ABR floors) for the same documentation as the Tranche or Tranches, as applicable, of existing Revolving Credit Loans and Revolving Credit Commitments increased thereby as of Facility, unless the Revolving Credit Increase Effective Date (including all-in yield with respect to upfront fees, OID or similar fees required to consummate such Revolving Facility Increase); provided that it is agreed that the Applicable Rate of the applicable existing Tranche of Revolving Credit Commitments Facility, as the case may be be, is increased by an amount equal to equal the Applicable Rate of difference between the all-in yield with respect to such increased Tranche of increase and the corresponding all-in yield on the existing Revolving Credit Commitments to satisfy the requirements of this clause (f))Facility, minus, 50 basis points. (g) Notwithstanding anything to the contrary contained herein, there shall be no more than ten (10) Revolving Facility Increases under this Agreement.

Increase in Revolving Credit Facility. (a) The Borrower may from time to time, upon written notice by the Borrower to the Administrative Agent specifying the proposed amount thereof, request an increase, from any Lender or any Additional Lender, in any Tranche of Revolving Credit Commitments (each, a “Revolving Facility Increase”) (which shall be on the same terms as, and become part of, the applicable Tranche of Revolving Credit Commitments (except as otherwise provided in clause (f))) by an aggregate principal amount not to exceed, at the time the Revolving Facility Increase becomes effective and assuming any such Revolving Facility Increase is fully drawn, the Incremental Amount; provided that any such request for a Revolving Facility Increase shall be in a minimum amount of the lesser of (x) $5,000,000 and (y) the entire amount of any Revolving Facility Increase that may be requested under this Section 2.14. (b) Each such notice shall specify the identity of each Lender or other Person that is an Eligible Assignee (each, a “Revolving Facility Increase Lender”) to whom the Borrower proposes any portion of such Revolving Facility Increase be allocated and the proposed amounts of such allocation; provided that (wx) any Lender approached to provide all or a portion of the Revolving Facility Increase may elect or decline, in its sole discretion, to increase its applicable Tranche of Revolving Credit Commitments (it being understood that there is no obligation to approach any existing Lenders to provide any portion of the Revolving Facility Increase) and (xy) the Administrative Agent, the Swingline Lender and the L/C Issuer and the Swing Line Lender Issuers shall have the right to consent (each such consent not to be unreasonably conditioned, withheld or delayed) to such Person’s providing such portion of the Revolving Facility Increase if such consent of the Administrative Agent, the Swingline Lender and the L/C Issuer and the Swing Line Lender would be required under Section 10.07 for an assignment of Revolving Credit Loans or Revolving Credit Commitments to such Person. At the time of sending such notice to any existing Lenders that are approached to provide all or a portion of a Revolving Facility Increase, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each applicable Lender is requested to respond. Any Revolving Credit Lender not responding within such time period shall be deemed to have declined to increase its applicable Tranche of Revolving Credit Commitment. (c) The Administrative Agent shall notify the Borrower and each Revolving Credit Lender of the Revolving Credit Lenders’ responses to each request made under this Section 2.14. (d) If a Tranche of Revolving Credit Facility Loans is increased in accordance with this Section 2.14, the Borrower, in consultation with the Administrative Agent and the Borrower Agent, shall determine the effective date (the “Revolving Credit Facility Increase Effective Date”) and the final allocation of such Revolving Facility Increase among the applicable Revolving Facility Increase Lenders Lenders, which need not be on a ratable basis for all existing Lenders of the applicable Tranche. The Administrative Agent shall promptly notify the Revolving Credit Lenders of the final allocation of any such Revolving Facility Increase and the Revolving Credit Facility Increase Effective Date. In connection with any Revolving Facility Increase, the Lenders hereby authorize the Administrative Agent to enter into amendments (which may be executed and delivered solely by the Borrower and the Administrative Agent) to this Agreement and the other Loan Documents with the Borrower as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower in order to reflect any technical changes necessary to give effect to such Revolving Facility Increase in accordance with its terms as set forth herein. (e) Such Revolving Facility Increase shall become effective, as of the applicable Revolving Credit Facility Increase Effective Date; provided that (i) no Default or Event of Default shall have occurred and be continuing or would result after giving effect to such Revolving Facility Increase (orprovided that, in the case of a if such Revolving Facility Increase is being incurred to finance in connection with a Permitted Limited Condition Acquisition, the Lenders providing such Revolving Facility Increase may agree to limit the foregoing condition set forth in this clause to provide that no Event of Default under Sections 8.01(a), (if) or (g) shall have occurred and be limited continuing or would result after giving effect to Specified Events of Default (and not any other event of default)such Revolving Facility Increase), (ii) after giving effect to the making of any Revolving Credit Loans or the effectiveness of any Revolving Facility Increase, the conditions set forth in Section 4.02(a) shall be satisfied (orprovided that, in the case of an if such Revolving Facility Increase is being incurred to finance in connection with a Permitted Limited Condition Acquisition, the Lenders providing such Revolving Facility Increase may agree to limit the foregoing condition set forth in this clause (ii) shall be limited to relate solely to the accuracy of the Specified Representations (and not any other representations or warranties) (conformed as necessary for such acquisitionthe Acquisition Agreement Representations); , (iii) after giving effect to such Revolving Facility Increase and assuming any such Revolving Facility Increase is fully drawn, the Borrower shall be in Pro Forma Compliance with the financial covenant contained in Section 7.10, (iv) the Revolving Facility Increase shall be effected pursuant to one or more joinder agreements (in form and substance reasonably satisfactory to the Administrative Agent) executed and delivered by the Borrower and the Revolving Facility Increase Lenders, and and, to the extent applicable, the Administrative Agent and Agent, the Swingline Lender, and/or the L/C Issuer, and each of which shall be recorded in the Register, (ivv) the Borrower shall have delivered a certificate of the Borrower dated as of the Revolving Credit Facility Increase Effective Date Date, signed by a Responsible Officer of the Borrower certifying that the conditions precedent set forth in the foregoing subclauses (i), (ii) and (iiiii) have been satisfied and and, if the Borrower is relying on clause (c) of the definition of “Incremental Amount” for purposes of incurring all or any portion of the Revolving Facility Increase, that the Borrower is in Pro Forma Compliance with the Maximum Senior Secured First Lien Net Leverage Requirement, to the extent applicable, and the financial covenant set forth in Section 7.11, (v) the Borrower shall be in Pro Forma Compliance with the Maximum Senior Secured Net Leverage Requirement, to the extent applicable, and the financial covenant set forth in Section 7.11 (such compliance to be determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or (b) (or, prior to the first delivery thereof, on the basis of the financial information Ratio requirement set forth in the Borrower’s most recent filed Form 10-K)) as though such incurrence or acquisition had been consummated as definition of the first day of the applicable Test Period)“Incremental Amount”, (vi) to the extent reasonably requested by the Administrative Agent, the Administrative Agent shall have received legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent in all material respects with those delivered on the Closing Date under Section 4.01 with respect to the Borrower and all other applicable Material Subsidiary Guarantors Loan Parties (other than changes to such legal opinions resulting from a change in Law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent) and evidencing the approval of such Revolving Facility Increase by the Borrower and each Material Subsidiary Guarantor all other applicable Loan Parties and (vii) all fees and expenses owing in respect of such Revolving Facility Increase to the Administrative Agent and the applicable Lenders shall have been paidpaid or shall be paid concurrently with the Revolving Facility Increase Effective Date. On the Revolving Credit Facility Increase Effective Date, the Administrative Agent shall take those steps that it and the Borrower shall prepay any Revolving Credit Loans or L/C Advances outstanding on the Revolving Credit Increase Effective Date (agree are necessary and pay any additional amounts required pursuant appropriate to Section 3.05) to the extent necessary to keep the outstanding Revolving Credit Loans or L/C Advances, as the case may be, ratable with any revised Pro Rata Share of a result in each Revolving Credit Lender in respect of the Tranche subject to such Revolving Facility Increase arising from having a pro-rata share of the outstanding Revolving Credit Loans relating to such Tranche based on each such Revolving Credit Lender’s Pro Rata Share of such Tranche immediately after giving effect to such Revolving Facility Increase, and a pro-rata share of any nonratable increase applicable participations in Swingline Loans and L/C Obligations based on each such Revolving Credit Lender’s Pro Rata Share of the Revolving Credit Commitments under Facility immediately after giving effect to such Tranche Revolving Facility Increase. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro-rata borrowing and pro-rata payment requirements contained elsewhere in this Agreement shall not apply to any transaction that may be effected pursuant to this Sectionthe immediately preceding sentence. (f) Any Revolving Facility Increase shall be on the same terms and pursuant to the same documentation as the Tranche or Tranches, as applicable, of Revolving Credit Loans and Revolving Credit Commitments increased thereby as of the Revolving Credit Facility Increase Effective Date (including with respect to upfront fees, OID or similar fees required to consummate such Revolving Facility Increase)Date; provided that it is agreed that the Applicable Rate of the applicable existing Tranche of Revolving Credit Commitments may be increased to equal the Applicable Rate of such increased Tranche of Revolving Credit Commitments to satisfy the requirements of this clause (f)). (g) Notwithstanding anything to the contrary contained herein, there shall be no more than ten (10) Revolving Facility Increases under this Agreement.

Increase in Revolving Credit Facility. The Borrowers may increase the Revolving Credit Facility (abut not the Letter of Credit Sublimit, the Swing Line Sublimit, the Canadian Borrower Sublimit or the Gentherm Germany Sublimit) The Borrower may from time to time, upon written notice by the Borrower to the Administrative Agent specifying the proposed amount thereof, request an increase, from any Lender or any Additional Lender, in any Tranche of with additional Revolving Credit Commitments (each, a “from any existing Revolving Facility Increase”) (which shall be on the same terms as, and become part of, the applicable Tranche of Credit Lender or new Revolving Credit Commitments (except as otherwise provided in clause (f)) by an aggregate principal amount not to exceed, at the time the Revolving Facility Increase becomes effective and assuming from any such Revolving Facility Increase is fully drawn, the Incremental Amount; provided that any such request for a Revolving Facility Increase shall be in a minimum amount of the lesser of (x) $5,000,000 and (y) the entire amount of any Revolving Facility Increase that may be requested under this Section 2.14. (b) Each such notice shall specify the identity of each Lender or other Person that is an Eligible Assignee (each, a “Revolving Facility Increase Lender”) selected by the Borrowers and reasonably acceptable to whom the Borrower proposes any portion of such Revolving Facility Increase be allocated and the proposed amounts of such allocation; provided that (w) any Lender approached to provide all or a portion of the Revolving Facility Increase may elect or decline, in its sole discretion, to increase its applicable Tranche of Revolving Credit Commitments (it being understood that there is no obligation to approach any existing Lenders to provide any portion of the Revolving Facility Increase) and (x) the Administrative Agent, the L/C Issuer and the Swing Line Lender shall have the right to consent Lender; provided that: (each A) any such consent not to be unreasonably conditioned, withheld or delayed) to such Person’s providing such portion of the Revolving Facility Increase if such consent of the Administrative Agent, the L/C Issuer and the Swing Line Lender would be required under Section 10.07 for an assignment of Revolving Credit Loans or Revolving Credit Commitments to such Person. At the time of sending such notice to any existing Lenders that are approached to provide all or a portion of a Revolving Facility Increase, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each applicable Lender is requested to respond. Any Revolving Credit Lender not responding within such time period increase shall be deemed to have declined to increase its applicable Tranche in a minimum principal amount of Revolving Credit Commitment.$2,000,000 and in integral multiples of $500,000 in excess thereof; (c) The Administrative Agent shall notify the Borrower and each Revolving Credit Lender of the Revolving Credit Lenders’ responses to each request made under this Section 2.14. (d) If a Revolving Credit Facility is increased in accordance with this Section 2.14, the Administrative Agent and the Borrower shall determine the effective date (the “Revolving Credit Increase Effective Date”) and the final allocation of such Revolving Facility Increase among the applicable Revolving Facility Increase Lenders which need not be on a ratable basis for all existing Lenders of the applicable Tranche. The Administrative Agent shall promptly notify the Revolving Credit Lenders of the final allocation of such Revolving Facility Increase and the Revolving Credit Increase Effective Date. In connection with any Revolving Facility Increase, the Lenders hereby authorize the Administrative Agent to enter into amendments (which may be executed and delivered solely by the Borrower and the Administrative Agent) to this Agreement and the other Loan Documents with the Borrower as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower in order to reflect any technical changes necessary to give effect to such Revolving Facility Increase in accordance with its terms as set forth herein. (e) Such Revolving Facility Increase shall become effective, as of the applicable Revolving Credit Increase Effective Date; provided that (iB) no Default or Event of Default shall have occurred exist and be continuing at the time of any such increase, or would result after giving effect to any such increase; (C) no existing Revolving Credit Lender shall be under any obligation to increase its Revolving Credit Commitment and any such decision whether to increase its Revolving Credit Commitment shall be in such Revolving Facility Increase Credit Lender’s sole and absolute discretion; (or, in the case of a Revolving Facility Increase incurred to finance a Permitted Acquisition, the condition set forth in this clause (i1) shall be limited to Specified Events of Default (and not any other event of default)), (ii) after giving effect to the making of any new Revolving Credit Loans or Lender shall join this Agreement by executing a joinder agreement in substantially the effectiveness form of Exhibit H-1 (a “Lender Joinder Agreement”) and/or (2) any existing Revolving Facility Increase, the conditions set forth in Section 4.02(a) shall be satisfied (or, in the case of an Credit Lender electing to increase its Revolving Facility Increase incurred to finance a Permitted Acquisition, the condition set forth in this clause (ii) shall be limited to the Specified Representations (and not any other representations or warranties) (conformed as necessary for such acquisition); (iii) the Revolving Facility Increase shall be effected pursuant to one or more joinder agreements (in form and substance reasonably satisfactory to the Administrative Agent) executed and delivered by the Borrower and the Revolving Facility Increase Lenders, and to the extent applicable, the Administrative Agent and the L/C Issuer, and each of which shall be recorded in the Register, (iv) the Borrower Credit Commitment shall have delivered executed a certificate of commitment agreement in substantially the Borrower dated as of the Revolving Credit Increase Effective Date signed by form on Exhibit H-2 (a “Lender Commitment Agreement”); (E) a Responsible Officer of the Borrower certifying that Company shall deliver to the conditions precedent set forth in subclauses (i) and (ii) have been satisfied and that the Borrower is in Administrative Agent a Pro Forma Compliance Certificate demonstrating that, upon giving effect to any such increase in the Revolving Credit Facility on a Pro Forma Basis (and assuming for purposes of such calculation that any such increase to the Revolving Credit Facility is fully drawn), the Loan Parties would be in compliance with the Maximum Senior Secured Net Leverage Requirement, to the extent applicable, and the financial covenant covenants set forth in Section 7.11, 7.11(a) and (vb) the Borrower shall be in Pro Forma Compliance with the Maximum Senior Secured Net Leverage Requirement, to the extent applicable, and the financial covenant set forth in Section 7.11 (such compliance to be determined on the basis as of the most recent fiscal quarter for which the Company was required to deliver financial information most recently delivered to the Administrative Agent and the Lenders statements pursuant to Section 6.01(a) or (b); (F) (oras a condition precedent to such increase, prior the Company shall deliver to the first Administrative Agent (for delivery thereofto the Lenders) a combined certificate of all Loan Parties (other than, on the basis of the financial information set forth in the case of an increase by any U.S. Borrower’s most recent filed Form 10-K), each Foreign Obligor) as though such incurrence or acquisition had been consummated dated as of the first day date of such increase signed by a Responsible Officer of each Loan Party (other than, in the case of an increase by any U.S. Borrower, each Foreign Obligor) (1) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (2) in the case of each Borrower (other than, in the case of an increase by any U.S. Borrower, each Foreign Borrower), certifying that, before and after giving effect to such increase, (x) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) on and as of the applicable Test Period)date of such increase, except (vii) to the extent reasonably requested by the Administrative Agentthat such representations and warranties specifically refer to an earlier date, the Administrative Agent in which case they shall have received legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent be true and correct in all material respects with those delivered on (and in all respects if any such representation or warranty is already qualified by materiality) as of such earlier date and (ii) that for purposes of this Section 2.02(f)(i), the Closing Date under representations and warranties contained in subsections (a) and (b) of Section 4.01 with respect 5.05 shall be deemed to refer to the Borrower and all applicable Material Subsidiary Guarantors most recent statements furnished pursuant to clauses (other than changes to such legal opinions resulting from a change in Law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agenta) and evidencing (b), respectively, of Section 6.01; and (G) Schedule 2.01 shall be deemed revised to reflect the approval of such Revolving Facility Increase by the Borrower and each Material Subsidiary Guarantor and (vii) all fees and expenses owing in respect of such Revolving Facility Increase increase to the Administrative Agent and the applicable Lenders shall have been paid. On the Revolving Credit Increase Effective Date, the Borrower Facility affected pursuant to this Section 2.02(f)(i) and to include thereon any Person that becomes a Revolving Credit Lender pursuant to this Section 2.01(f)(i). The Borrowers shall prepay any Revolving Credit Loans or L/C Advances owing by them and outstanding on the Revolving Credit Increase Effective Date date of any such increase (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Revolving Credit Loans or L/C Advances, as the case may be, ratable with any revised Pro Rata Share of a Revolving Credit Lender in respect of the Tranche subject to such Revolving Facility Increase Commitments arising from any nonratable increase in the Revolving Credit Commitments under such Tranche pursuant to this Section. (f) Any Revolving Facility Increase shall be on the same terms and pursuant to the same documentation as the Tranche or Tranches, as applicable, of Revolving Credit Loans and Revolving Credit Commitments increased thereby as of the Revolving Credit Increase Effective Date (including with respect to upfront fees, OID or similar fees required to consummate such Revolving Facility Increase); provided that it is agreed that the Applicable Rate of the applicable existing Tranche of Revolving Credit Commitments may be increased to equal the Applicable Rate of such increased Tranche of Revolving Credit Commitments to satisfy the requirements of this clause (f)Section 2.02(f)(i). (g) Notwithstanding anything to the contrary contained herein, there shall be no more than ten (10) Revolving Facility Increases under this Agreement.

Increase in Revolving Credit Facility. (a) The Provided there exists no Default, upon notice to the Administrative Agent (which shall promptly notify the Revolving Credit Lenders) specifying in reasonable detail the proposed terms thereof, the Borrower may from time to time, upon written notice by the Borrower to the Administrative Agent specifying the proposed amount thereof, request an increase, from any Lender or any Additional Lender, increase in any Tranche of the Revolving Credit Commitments (each, a “Revolving Facility Increase”) (which shall be on the same terms as, and become part of, as the applicable Tranche of Revolving Credit Commitments (except as otherwise provided in clause (f)Facility) by an aggregate principal amount (for all such requests, together with all requests for an increase in the Term Facility pursuant to Section 2.15 and all requests for a New Term Facility pursuant to Section 2.16) not to exceed, at the time the Revolving Facility Increase becomes effective and assuming any such Revolving Facility Increase is fully drawn, the Incremental Amountexceeding $200,000,000; provided that (i) any such request for a Revolving Facility Increase an increase shall be in a minimum amount of the lesser of (x) $5,000,000 15,000,000 and (y) the entire remaining amount of any increases available under this Section 2.14 and (ii) the Borrower shall make no more than a total of five (5) requests for increases in the Revolving Credit Facility Increase that may be requested under this Section 2.14. (b) Each such notice shall specify , increases in the identity of each Lender or other Person that is an Eligible Assignee (each, a “Revolving Term Facility Increase Lender”) to whom the Borrower proposes any portion of such Revolving Facility Increase be allocated and the proposed amounts of such allocation; provided that (w) any Lender approached to provide all or a portion of the Revolving Facility Increase may elect or decline, in its sole discretion, to increase its applicable Tranche of Revolving Credit Commitments (it being understood that there is no obligation to approach any existing Lenders to provide any portion of the Revolving Facility Increase) and (x) the Administrative Agent, the L/C Issuer and the Swing Line Lender shall have the right to consent (each such consent not to be unreasonably conditioned, withheld or delayed) to such Person’s providing such portion of the Revolving Facility Increase if such consent of the Administrative Agent, the L/C Issuer and the Swing Line Lender would be required under Section 10.07 for an assignment of Revolving Credit Loans or Revolving Credit Commitments to such Person2.15 and/or New Term Facilities under Section 2.16. At the time of sending such notice to any existing Lenders that are approached to provide all or a portion of a Revolving Facility Increasenotice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each applicable Revolving Credit Lender is requested to respondrespond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Revolving Credit Lenders). (b) Each Revolving Credit Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Revolving Credit Commitment and, if so, whether by a percentage of the requested increase equal to, greater than, or less than its Pro Rata Share in respect of the Revolving Credit Facility. Any Revolving Credit Lender approached to provide all or a portion of the increase in the Revolving Credit Facility may elect or decline, in its sole discretion, to provide such increase of the loans thereunder. Any Revolving Credit Lender not responding within such time period shall be deemed to have declined to increase its applicable Tranche of Revolving Credit Commitment. (c) The Administrative Agent shall notify the Borrower and each Revolving Credit Lender of the Revolving Credit Lenders’ responses to each request made under this Section 2.14hereunder. To achieve the full amount of a requested increase, the Borrower may also invite additional Eligible Assignees to become Revolving Credit Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent. (d) If a the Revolving Credit Facility is increased in accordance with this Section 2.14Section, the Administrative Agent and the Borrower shall determine the effective date (the “Revolving Credit Increase Effective Date”) and the final allocation of such Revolving Facility Increase among the applicable Revolving Facility Increase Lenders which need not be on a ratable basis for all existing Lenders of the applicable Trancheincrease. The Administrative Agent shall promptly notify the Borrower and the Revolving Credit Lenders of the final allocation of such Revolving Facility Increase increase and the Revolving Credit Increase Effective Date. In connection with any increase in the Revolving Facility IncreaseCredit Facility, this Agreement and the Lenders hereby authorize the Administrative Agent to enter into amendments other Loan Documents may be amended in a writing (which may be executed and delivered solely by the Borrower and the Administrative Agent) to this Agreement and the other Loan Documents with the Borrower as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower in order to reflect any technical changes necessary to give effect to such Revolving Facility Increase increase in accordance with its terms as set forth herein. (e) Such Revolving Facility Increase shall become effectiveAs conditions precedent to such increase, as of the applicable Revolving Credit Increase Effective Date; provided that (i) no Default or Event of Default shall have occurred and be continuing or would result after giving effect to such Revolving Facility Increase (or, in the case of a Revolving Facility Increase incurred to finance a Permitted Acquisition, the condition set forth in this clause (i) shall be limited to Specified Events of Default (and not any other event of default)), (ii) after giving effect to the making of any Revolving Credit Loans or the effectiveness of any Revolving Facility Increase, the conditions set forth in Section 4.02(a) shall be satisfied (or, in the case of an Revolving Facility Increase incurred to finance a Permitted Acquisition, the condition set forth in this clause (ii) shall be limited to the Specified Representations (and not any other representations or warranties) (conformed as necessary for such acquisition); (iii) the Revolving Facility Increase shall be effected pursuant to one or more joinder agreements (in form and substance reasonably satisfactory to the Administrative Agent) executed and delivered by the Borrower and the Revolving Facility Increase Lenders, and to the extent applicable, the Administrative Agent and the L/C Issuer, and each of which shall be recorded in the Register, (iv) the Borrower shall have delivered deliver to the Administrative Agent a certificate of the Borrower dated as of the Revolving Credit Increase Effective Date signed by a Responsible Officer of the Borrower, certifying and attaching the resolutions adopted by the Borrower approving or consenting to such increase, and certifying that the conditions precedent set forth out in the following subclauses (iii) and (iiiii) have been satisfied and that the Borrower is in Pro Forma Compliance (which certificate shall include supporting calculations demonstrating compliance with the Maximum Senior Secured Net Leverage Requirement, to the extent applicable, and the financial covenant conditions set forth in Section 7.11clause (iii) below), (vii) no Default shall have occurred and be continuing or would result from such increase, (iii) after giving effect to such increase, the Borrower shall would be in Pro Forma Compliance with the Maximum Senior Secured Net Leverage Requirement, to the extent applicable, and (A) the financial covenant covenants set forth out in Section 7.11 and (such compliance B) the Maximum Total Senior Secured Leverage Ratio, in each case for the four-quarter period to be determined on which the basis of the financial information most recently delivered to recent Compliance Certificate received by the Administrative Agent and the Lenders pursuant to Section 6.01(a6.02(b) or relates, assuming that the amount of such contemplated increase is fully drawn, and (b) (or, prior to the first delivery thereof, on the basis of the financial information set forth in the Borrower’s most recent filed Form 10-K)) as though such incurrence or acquisition had been consummated as of the first day of the applicable Test Period), (viiv) to the extent reasonably requested by the Administrative Agent, the Administrative Agent shall have received legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent in all material respects with those delivered on the Closing Date or the Initial Borrowing Date, as applicable, under Section Sections 4.01 and 4.02 with respect to the Borrower and all applicable Material Subsidiary Guarantors (other than changes to such legal opinions resulting from a change in Lawlaw, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent) Agent and evidencing the approval of such Revolving Facility Increase increase by the Borrower and each Material Subsidiary Guarantor and (vii) all fees and expenses owing in respect of such Revolving Facility Increase to the Administrative Agent and the applicable Lenders shall have been paidGuarantor). On the Revolving Credit Increase Effective Date, the Borrower shall prepay any Revolving Credit Loans or Loans, L/C Advances or Swing Line Loans (to the extent participated to Revolving Credit Lenders) outstanding on the Revolving Credit Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Revolving Credit Loans or Loans, L/C AdvancesAdvances or Swing Line Loans (to the extent participated to Revolving Credit Lenders), as the case may be, ratable with any revised Pro Rata Share of a Revolving Credit Lender in respect of the Tranche subject to such Revolving Credit Facility Increase arising from any nonratable increase in the Revolving Credit Commitments under such Tranche pursuant to this Section. (f) Any Revolving Facility Increase shall be on the same terms and pursuant to the same documentation as the Tranche or Tranches, as applicable, of Revolving Credit Loans and Revolving Credit Commitments increased thereby as of the Revolving Credit Increase Effective Date (including with respect to upfront fees, OID or similar fees required to consummate such Revolving Facility Increase); provided that it is agreed that the Applicable Rate of the applicable existing Tranche of Revolving Credit Commitments may be increased to equal the Applicable Rate of such increased Tranche of Revolving Credit Commitments to satisfy the requirements of this clause (f)). (g) Notwithstanding anything to the contrary contained herein, there shall be no more than ten (10) Revolving Facility Increases under this Agreement.

Increase in Revolving Credit Facility. (a) The As an alternative or in addition to Section 2.8 below, subject to the conditions set forth below, at any time prior to the Revolving Credit Maturity Date, the Borrower may from time shall have the right to timerequest, upon not less than thirty (30) days’ prior written notice by the Borrower (an “Incremental Revolving Credit Commitment Notification”) to the Administrative Agent specifying Agent, an increase in the proposed amount thereof, request an increase, from any Lender or any Additional Lender, in any Tranche of Revolving Credit Commitments (each, a “Revolving Facility Increase”) (which shall be on the same terms as, and become part of, the applicable Tranche of Revolving Credit Commitments (except as otherwise provided Commitment in clause (f)) by an aggregate principal amount not to exceed, at the time the Revolving Facility Increase becomes effective and assuming any such Revolving Facility Increase is fully drawn, the Incremental Amount; provided that any such request for a Revolving Facility Increase shall be in a minimum amount of the lesser of (x) $5,000,000 and (y) the entire amount of any Revolving Facility Increase that as may be requested under this Section 2.14specified by the Borrower. Such Incremental Revolving Credit Commitment Notification shall specify the applicable Incremental Revolving Credit Commitment Effective Date. (b) Each Increases in the Revolving Credit Commitment pursuant to this Section 2.7 shall be obtained from existing Lenders or from other banks, financial institutions or investment funds that qualify as Eligible Assignees (each such notice shall specify the identity of each Lender other bank, financial institution or other Person that is an Eligible Assignee (eachinvestment fund, a “New Revolving Facility Increase Lender”) to whom ” and, collectively with the Borrower proposes any portion of such Revolving Facility Increase be allocated and the proposed amounts of such allocation; provided that (w) any Lender approached to provide all or existing Lenders providing a portion of the proposed increase in the Revolving Facility Increase may elect or declineCredit Commitment pursuant to this Section 2.7, in its sole discretion, the “Incremental Revolving Credit Lenders”); provided that no existing Lender shall have any obligation to increase its applicable Tranche of Revolving Credit Commitments (it being understood that there is no obligation Commitment pursuant to approach this Section 2.7 and the failure by any existing Lenders Lender to provide any portion of the Revolving Facility Increase) and (x) the Administrative Agent, the L/C Issuer and the Swing Line Lender shall have the right respond to consent (each a request for such consent not to be unreasonably conditioned, withheld or delayed) to such Person’s providing such portion of the Revolving Facility Increase if such consent of the Administrative Agent, the L/C Issuer and the Swing Line Lender would be required under Section 10.07 for an assignment of Revolving Credit Loans or Revolving Credit Commitments to such Person. At the time of sending such notice to any existing Lenders that are approached to provide all or a portion of a Revolving Facility Increase, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each applicable Lender is requested to respond. Any Revolving Credit Lender not responding within such time period increase shall be deemed to have declined to increase its applicable Tranche be a refusal of Revolving Credit Commitmentsuch request by such existing Lender. (c) The Administrative Agent following terms and conditions shall notify apply to each increase in the Revolving Credit Commitment pursuant to this Section 2.7: (i) such increase in the Revolving Credit Commitment pursuant to this Section 2.7 (and any Revolving Credit Loans made thereunder) shall constitute Obligations of the Borrower and each Revolving shall be secured and guaranteed with the other Extensions of Credit Lender of the Revolving Credit Lenders’ responses to each request made under this Section 2.14.on a pari passu basis; (dii) If a Revolving Credit Facility is increased in accordance with this Section 2.14, the Administrative Agent and the Borrower Lenders shall determine the effective date (the “Revolving Credit Increase Effective Date”) and the final allocation of such Revolving Facility Increase among the applicable Revolving Facility Increase Lenders which need not be on a ratable basis for all existing Lenders of the applicable Tranche. The Administrative Agent shall promptly notify the Revolving Credit Lenders of the final allocation of such Revolving Facility Increase and the Revolving Credit Increase Effective Date. In connection with any Revolving Facility Increase, the Lenders hereby authorize the Administrative Agent to enter into amendments (which may be executed and delivered solely by have received from the Borrower an Officer’s Compliance Certificate, in form and substance reasonably satisfactory to the Administrative Agent) to this Agreement and the other Loan Documents with the Borrower as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower in order to reflect any technical changes necessary to give effect to such Revolving Facility Increase in accordance with its terms as set forth herein. (e) Such Revolving Facility Increase shall become effective, demonstrating that, as of the applicable Incremental Revolving Credit Increase Commitment Effective Date; provided that Date and after giving effect thereto and any Extensions of Credit made or to be made in connection therewith, the Borrower and its Restricted Subsidiaries are in pro forma compliance with the financial covenants set forth in Article IX; (iiii) no Default or Event of Default shall have occurred and be continuing as of the applicable Incremental Revolving Credit Commitment Effective Date or would result after giving effect to such increase in the Revolving Facility Increase Credit Commitment pursuant to this Section 2.7; (iv) the representations and warranties made by each Credit Party in this Agreement and the other Loan Documents shall be true and correct on and as of the applicable Incremental Revolving Credit Commitment Effective Date with the same effect as if made on and as of such date (other than those representations and warranties that by their terms speak as of a particular date, which representations and warranties shall be true and correct as of such particular date); (v) the Administrative Agent shall have received a resolution duly adopted by the board of directors of each Credit Party authorizing such increase in the Revolving Credit Commitment pursuant to this Section 2.7; (vi) in no event shall the aggregate amount of all increases in the Revolving Credit Commitment pursuant to this Section 2.7 (including the requested increase) plus the aggregate amount of all Incremental Term Loans made pursuant to Section 2.8, in each case after the FirstSecond Amendment Effective Date, exceed $100,000,000350,000,000; (vii) the amount of such increase in the Revolving Credit Commitment pursuant to this Section 2.7 shall not be less than a minimum principal amount of $15,000,000, or, if less, the remaining amount permitted pursuant to clause (vi) above; (viii) the Borrower and each Incremental Revolving Credit Lender shall execute and deliver a Lender Addition and Acknowledgement Agreement to the Administrative Agent for its acceptance and recording in the case of a Revolving Facility Increase incurred to finance a Permitted AcquisitionRegister, the condition set forth in this clause (i) which shall be limited to Specified Events of Default (acknowledged by the Administrative Agent and not any other event of default)), (ii) after giving effect to the making of any Revolving Credit Loans or the effectiveness of any Revolving Facility Increase, the conditions set forth in Section 4.02(a) each Subsidiary Guarantor and shall be satisfied (or, in the case of an Revolving Facility Increase incurred to finance a Permitted Acquisition, the condition set forth in this clause (ii) shall be limited to the Specified Representations (and not any other representations or warranties) (conformed as necessary for such acquisition); (iii) the Revolving Facility Increase shall be effected pursuant to one or more joinder agreements (in form and substance reasonably satisfactory to the Administrative Agent; (ix) executed and delivered by the Borrower and the Revolving Facility Increase Lenders, and to the extent applicable, the Administrative Agent and the L/C Issuer, and each of which shall be recorded in the Register, (iv) the Borrower shall have delivered a certificate of the Borrower dated as of the Revolving Credit Increase Effective Date signed by a Responsible Officer of the Borrower certifying that the conditions precedent set forth in subclauses (i) and (ii) have been satisfied and that the Borrower is in Pro Forma Compliance with the Maximum Senior Secured Net Leverage Requirement, to the extent applicable, and the financial covenant set forth in Section 7.11, (v) the Borrower shall be in Pro Forma Compliance with the Maximum Senior Secured Net Leverage Requirement, to the extent applicable, and the financial covenant set forth in Section 7.11 (such compliance to be determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or (b) (or, prior to the first delivery thereof, on the basis of the financial information set forth in the Borrower’s most recent filed Form 10-K)) as though such incurrence or acquisition had been consummated as of the first day of the applicable Test Period), (vi) to the extent reasonably requested by the Administrative Agent, the Administrative Agent shall have received legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent any documents or information in all material respects connection with those delivered on the Closing Date under Section 4.01 with respect to the Borrower and all applicable Material Subsidiary Guarantors (other than changes to such legal opinions resulting from a change in Law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent) and evidencing the approval of such Revolving Facility Increase by the Borrower and each Material Subsidiary Guarantor and (vii) all fees and expenses owing in respect of such Revolving Facility Increase to the Administrative Agent and the applicable Lenders shall have been paid. On the Revolving Credit Increase Effective Date, the Borrower shall prepay any Revolving Credit Loans or L/C Advances outstanding on the Revolving Credit Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Revolving Credit Loans or L/C Advances, as the case may be, ratable with any revised Pro Rata Share of a Revolving Credit Lender in respect of the Tranche subject to such Revolving Facility Increase arising from any nonratable increase in the Revolving Credit Commitments under such Tranche Commitment pursuant to this Section.Section 2.7 as it may request in its reasonable discretion; and (fx) Any Revolving Facility Increase shall be on the same terms and pursuant to the same documentation as the Tranche or Tranches, as applicable, of outstanding Revolving Credit Loans and Revolving Credit Commitments increased thereby as Commitment Percentages of L/C Obligations will be reallocated by the Administrative Agent on the applicable Incremental Revolving Credit Increase Commitment Effective Date (including among the Lenders in accordance with respect to upfront fees, OID or similar fees required to consummate such Revolving Facility Increase); provided that it is agreed that the Applicable Rate of the applicable existing Tranche of their revised Revolving Credit Commitments may be increased Commitment Percentages (and the Lenders agree to equal make all payments and adjustments necessary to effect such reallocation and the Applicable Rate of Borrower shall pay any and all costs required pursuant to Section 4.9 in connection with such increased Tranche of Revolving Credit Commitments to satisfy the requirements of this clause (f)reallocation as if such reallocation were a repayment). (gd) Notwithstanding anything the provisions of Section 13.2 to the contrary contained hereincontrary, there the Administrative Agent is hereby authorized to execute and deliver amendment documentation evidencing such amendments (or any other amendments necessary to effectuate the proposed increase in the Revolving Credit Commitment pursuant to this Section 2.7 on the terms set forth above) on behalf of the Lenders; provided that such amendment shall be no more than ten not modify this Agreement or any other Loan Document in any manner materially adverse to any Lender without the consent of such Lenders adversely affected thereby in accordance with Section 13.2 hereof. (10e) Upon the execution, delivery, acceptance and recording of the applicable Lender Addition and Acknowledgment Agreement, from and after the applicable Incremental Revolving Facility Increases under Credit Commitment Effective Date, (i) each Incremental Revolving Credit Lender shall have a Revolving Credit Commitment as set forth in the Register and all the rights and obligations of a Lender with a Revolving Credit Commitment hereunder and (ii) all Revolving Credit Loans made on account of any increase in the Revolving Credit Commitment pursuant to this AgreementSection 2.7 shall bear interest at the rate applicable to the Revolving Credit Loans immediately prior to giving effect to such increase in the Revolving Credit Commitment pursuant to this Section 2.7. (f) The Administrative Agent shall maintain a copy of each Lender Addition and Acknowledgment Agreement delivered to it in accordance with Section 13.10(c).

Increase in Revolving Credit Facility. (a) The Provided there exists no Event of Default at such time, upon written notice to the Administrative Agent, the Borrower may from time to time elect to request, prior to the Maturity Date, an increase in the existing Revolving Credit Facility or the establishment of a new Revolving Credit Facility (provided that there shall be no more than two Revolving Credit Facilities in effect at any time) (the “Incremental Revolving Credit Commitments”) and/or to incur new term loan commitments (the “Incremental Term Loan Commitments” and, upon written notice together with the Increment Revolving Credit Commitments, the “Incremental Commitments”), by an amount determined by the Borrower to (for all such requests taken together) not exceeding (i) in the Administrative Agent specifying the proposed amount thereof, request an increase, from any Lender or any Additional Lender, in any Tranche case of Incremental Revolving Credit Commitments Commitments, $200,000,000 and (each, a “Revolving Facility Increase”ii) (which shall be on in the same terms as, and become part ofcase of Incremental Term Loan Commitments, the applicable Tranche greater of Revolving Credit Commitments (except as otherwise provided in clause x) $230,000,000 and (f)y) the Borrower Cash Flow for the most recently ended Measurement Period multiplied by an two minus (z) the aggregate principal amount of any Incremental Equivalent Debt incurred pursuant to Section 7.02(p); provided that the amount incurred pursuant to clause (y) shall not to exceed, at exceed $500,000,000 in the time aggregate (the Revolving “Incremental Term Loan Facility Increase becomes effective and assuming any such Revolving Facility Increase is fully drawn, the Incremental Amount”); provided that any such request for a Revolving Facility Increase Incremental Commitments shall be in a minimum amount of the lesser of (x) $5,000,000 and (y) the entire amount of any Revolving Facility Increase that may be requested under this Section 2.1410,000,000. (b) Each such notice shall specify (i) the date (each, an “Increase Effective Date”) on which the Borrower proposes that the Incremental Revolving Credit Commitments or Incremental Term Loan Commitments, as applicable, shall be effective, which shall be a date not less than five (5) Business Days after the date on which such notice is delivered to the Administrative Agent (unless the Administrative Agent otherwise agrees to a shorter period) and (ii) the identity of each Lender or other Person that is (which shall be an Eligible Assignee Assignee) (each, a an “Incremental Revolving Facility Increase Credit Lender”” or “Incremental Term Loan Lender,” as applicable) to whom the Borrower proposes any portion of such Incremental Revolving Facility Increase Credit Commitments or Incremental Term Loan Commitments, as applicable, be allocated and the proposed amounts of such allocationallocations; provided that (w) any Lender approached to provide all or a portion of the Incremental Revolving Facility Increase Credit Commitments or Incremental Term Loan Commitments, as applicable, may elect or decline, in its sole discretion, to increase its applicable Tranche provide an Incremental Revolving Credit Commitment or Incremental Term Loan Commitment. Any Incremental Term Loans made on an Increase Effective Date shall be designated as a separate series (a “Series”) of Incremental Term Loans for all purposes of this Agreement or, if made on terms identical to any existing Series of Incremental Term Loans, may constitute a part of such Series of Incremental Term Loans. The Borrower may designate any Incremental Revolving Credit Commitments (it being understood that there is no obligation to approach any existing Lenders to provide any portion of the Revolving Facility Increase) and (x) the Administrative Agent, the L/C Issuer and the Swing Line Lender shall have the right to consent (each such consent not to be unreasonably conditioned, withheld or delayed) to such Person’s providing such portion of the Revolving Facility made on an Increase if such consent of the Administrative Agent, the L/C Issuer and the Swing Line Lender would be required under Section 10.07 for an assignment of Effective Date as a separate Revolving Credit Loans or Facility for all purposes of this Agreement or, if made on terms identical to an existing Revolving Credit Facility, such Incremental Revolving Credit Commitments to may constitute a part of such Person. At the time of sending such notice to any existing Lenders that are approached to provide all or a portion of a Revolving Facility Increase, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each applicable Lender is requested to respond. Any Revolving Credit Lender not responding within such time period Facility; provided that there shall be deemed to have declined to increase its applicable Tranche of no more than two Revolving Credit CommitmentFacilities in effect at any time. (c) The Administrative Agent shall promptly notify the Borrower and the Lenders of (x) the Incremental Revolving Credit Commitments and the Incremental Revolving Credit Lenders or the Incremental Term Loan Commitments and the Incremental Term Loan Lenders, as applicable and (y) in the case of each notice to any Revolving Credit Lender, the respective interests in such Revolving Credit Lender’s Revolving Credit Loans, in each case subject to the assignments contemplated by this Section 2.13. Each Incremental Revolving Credit Lender of and Incremental Term Loan Lender shall be subject to the Revolving Credit Lenders’ responses to each request made under this requirements set forth in Section 2.143.01. (d) If On any Increase Effective Date on which Incremental Revolving Credit Commitments are effected pursuant to an increase to the existing Revolving Credit Facility, subject to the satisfaction of the terms and conditions in this Section 2.13, (i) each of the existing Revolving Credit Lenders shall assign to each of the Incremental Revolving Credit Lenders, and each of the Incremental Revolving Credit Lenders shall purchase from each of the existing Revolving Credit Lenders, at the principal amount thereof (together with accrued interest), such interests in the Revolving Credit Loans outstanding on such Increase Effective Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Credit Loans will be held by existing Revolving Credit Lenders and such Incremental Revolving Credit Lenders ratably in accordance with their Revolving Credit Commitments after giving effect to the addition of such Incremental Revolving Credit Commitments to the Revolving Credit Commitments, (ii) each Incremental Revolving Credit Commitment shall be deemed for all purposes a Revolving Credit Facility is increased in accordance with this Section 2.14, the Administrative Agent Commitment and the Borrower shall determine the effective date (the “each Incremental Revolving Credit Increase Effective Date”) and the final allocation of such Revolving Facility Increase among the applicable Revolving Facility Increase Lenders which need not Loan made thereunder shall be on a ratable basis deemed, for all existing Lenders of purposes, a Revolving Credit Loan and (iii) each Incremental Revolving Credit Lender shall become a Revolving Credit Lender with respect to the applicable TrancheIncremental Revolving Credit Commitment and all matters relating thereto. The Administrative Agent shall promptly notify the Incremental Revolving Credit Lenders of the final allocation of such Revolving Facility Increase and the Commitments shall become Revolving Credit Increase Effective DateCommitments under this Agreement pursuant to an Incremental Amendment and, as appropriate, amendments to the other Loan Documents. In connection with Such amendment may, without the consent of any other Revolving Facility IncreaseCredit Lender, the Lenders hereby authorize the Administrative Agent to enter into effect such amendments (which may be executed and delivered solely by the Borrower and the Administrative Agent) to this Agreement and the other Loan Documents with the Borrower as may be necessary or appropriate necessary, in the reasonable opinion of the Administrative Agent and the Borrower in order Borrower, to reflect any technical changes necessary to give effect to such Revolving Facility Increase in accordance with its terms as set forth hereinthe provisions of this Section 2.13. (e) Such On any Increase Effective Date on which a separate Class of Incremental Revolving Facility Increase Credit Loans shall become effective, as of the applicable Revolving Credit Increase Effective Date; provided that (i) no Default or Event all outstanding Revolving Credit Loans then outstanding under any Revolving Credit Facility on such date shall be prepaid on such date (and may, subject to the satisfaction of Default shall have occurred and be continuing or would result after giving effect to such Revolving Facility Increase (or, in the case of a Revolving Facility Increase incurred to finance a Permitted Acquisition, the condition set forth in this clause herein, be reborrowed on such date (i) provided that such Borrowing shall be limited to Specified Events of Default (made on a ratable basis across all Revolving Credit Facilities)) and not any other event of default)), (ii) after giving effect subject to the making satisfaction of any Revolving Credit Loans or the effectiveness of any Revolving Facility Increase, the terms and conditions set forth in Section 4.02(a) shall to be satisfied (or, in the case of an Revolving Facility Increase incurred to finance a Permitted Acquisition, the condition set forth in this clause (ii) shall be limited to the Specified Representations (and not any other representations or warranties) (conformed as necessary for such acquisition); (iii) the Revolving Facility Increase shall be effected pursuant to one or more joinder agreements (in form and substance reasonably satisfactory to the Administrative Agent) executed and delivered by the Borrower and the Revolving Facility Increase Lenders, and to the extent applicable, mutually agreed between the Administrative Agent and the L/C Issuer, and each of which shall be recorded in the Register, (iv) the Borrower shall have delivered a certificate of the Borrower dated as of the Incremental Revolving Credit Increase Effective Date signed by a Responsible Officer of Lenders providing such Incremental Revolving Credit Commitments (and including the Borrower certifying that the terms and conditions precedent set forth in subclauses (i) and (ii) have been satisfied and that the Borrower is in Pro Forma Compliance with the Maximum Senior Secured Net Leverage Requirement, to the extent applicable, and the financial covenant set forth in this Section 7.11, (v) the Borrower shall be in Pro Forma Compliance with the Maximum Senior Secured Net Leverage Requirement, to the extent applicable, and the financial covenant set forth in Section 7.11 (such compliance to be determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or (b) (or, prior to the first delivery thereof, on the basis of the financial information set forth in the Borrower’s most recent filed Form 10-K)) as though such incurrence or acquisition had been consummated as of the first day of the applicable Test Period2.13), (vix) each Incremental Revolving Credit Lender of such Class shall agree to the extent reasonably requested by the Administrative Agent, the Administrative Agent shall have received legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent in all material respects with those delivered on the Closing Date under Section 4.01 with respect make Incremental Revolving Credit Loans to the Borrower and all applicable Material Subsidiary Guarantors (other than changes from time to such legal opinions resulting from a change time in Law, change in fact or change an amount equal to counsel’s form of opinion reasonably satisfactory to the Administrative Agent) and evidencing the approval of such Revolving Facility Increase by the Borrower and each Material Subsidiary Guarantor and (vii) all fees and expenses owing in respect of such Revolving Facility Increase to the Administrative Agent and the applicable Lenders shall have been paid. On the its Incremental Revolving Credit Increase Effective Date, the Borrower shall prepay any Revolving Credit Loans or L/C Advances outstanding on the Revolving Credit Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Revolving Credit Loans or L/C Advances, as the case may be, ratable with any revised Pro Rata Share of a Revolving Credit Lender in respect of the Tranche subject to such Revolving Facility Increase arising from any nonratable increase in the Revolving Credit Commitments under such Tranche pursuant to this Section. (f) Any Revolving Facility Increase shall be on the same terms and pursuant to the same documentation as the Tranche or Tranches, as applicable, of Revolving Credit Loans and Revolving Credit Commitments increased thereby as of the Revolving Credit Increase Effective Date (including with respect to upfront fees, OID or similar fees required to consummate such Revolving Facility Increase); provided that it is agreed that the Applicable Rate of the applicable existing Tranche of Revolving Credit Commitments may be increased to equal the Applicable Rate of such increased Tranche of Revolving Credit Commitments to satisfy the requirements of this clause (f)). (g) Notwithstanding anything to the contrary contained herein, there shall be no more than ten (10) Revolving Facility Increases under this Agreement.Commitment and

Increase in Revolving Credit Facility. (a) The Upon notice to the Administrative Agent, the Borrower may from time to time, upon written notice by time after the Borrower to the Administrative Agent specifying the proposed amount thereofFifthAmendmentSeventh Amendment Effective Date, request an increase, from any Lender or any Additional Lender, increase in any Tranche of Revolving Credit the Commitments (each, a “Revolving Facility Increase”) (which shall be on the same terms as, and become part of, the applicable Tranche of Revolving Credit Commitments (except as otherwise provided in clause (f)) by an aggregate principal amount not to exceed, at the time the Revolving Facility Increase becomes effective and assuming any such Revolving Facility Increase is fully drawn, the Incremental Amountexceeding $75,000,000; provided that any such request for a Revolving Facility Increase an increase shall be in a minimum amount of the lesser of (x) $5,000,000 and (y) the entire remaining amount of any Revolving Facility Increase that may be requested increases available under this Section 2.14. (b) Each such notice shall specify the identity of each Lender or other Person that is an Eligible Assignee (each, a “Revolving Facility Increase Lender”) to whom the Borrower proposes any portion of such Revolving Facility Increase be allocated and the proposed amounts of such allocation; provided that (w) any Lender approached to provide all or a portion of the Revolving Facility Increase may elect or decline, in its sole discretion, to increase its applicable Tranche of Revolving Credit Commitments (it being understood that there is no obligation to approach any existing Lenders to provide any portion of the Revolving Facility Increase) and (x) the Administrative Agent, the L/C Issuer and the Swing Line Lender shall have the right to consent (each such consent not to be unreasonably conditioned, withheld or delayed) to such Person’s providing such portion of the Revolving Facility Increase if such consent of the Administrative Agent, the L/C Issuer and the Swing Line Lender would be required under Section 10.07 for an assignment of Revolving Credit Loans or Revolving Credit Commitments to such Person. At the time of sending such notice to any existing Lenders that are approached to provide all or a portion of a Revolving Facility Increasenotice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each applicable Lender or proposed Lender is requested to respondrespond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the Lenders). (b) Any proposed increase in the Commitments may be requested from the existing Lenders and new prospective Lenders who are Eligible Assignees (which additional Eligible Assignees shall be subject to the approval of the Administrative Agent, the L/C Issuer and the Swing Line Lender, which approvals shall not be unreasonably withheld and each of whom shall execute a customary joinder agreement) or a combination thereof, as selected by, and with such allocations of committed amounts as may be determined by, the Administrative Agent and the Borrower (regardless of a Pro Rata Share of any individual Lender); provided that, any such request shall be made concurrently to the existing Lenders and such new prospective Lenders. Any Revolving Credit Lender approached to provide all or any portion of the increased Commitments may elect or decline, in its sole discretion, to provide such an increase. Any Lender not responding within such the time period set forth in Section 2.14(a) shall be deemed to have declined to increase its applicable Tranche of Revolving Credit Commitment. (c) The Administrative Agent shall notify If the Borrower and each Revolving Credit Lender of the Revolving Credit Lenders’ responses to each request made under this Section 2.14. (d) If a Revolving Credit Facility is Commitments are increased in accordance with this Section 2.14, the Administrative Agent and the Borrower shall determine the effective date (the “Revolving Credit Increase Effective Date”) and the final allocation of such Revolving Facility Increase among the applicable Revolving Facility Increase Lenders which need not be on a ratable basis for all existing Lenders of the applicable Trancheincrease. The Administrative Agent shall promptly notify the Revolving Credit Borrower and the Lenders of the final allocation of such Revolving Facility Increase increase and the Revolving Credit Increase Effective Date. In connection with any Revolving Facility Increaseincrease in the Commitments, the Lenders hereby authorize the Administrative Agent to enter into amendments (which may be executed and delivered solely by the Borrower and the Administrative Agent) to this Agreement and the other Loan Documents with shall be amended in a writing (executed and delivered by the Borrower as may be necessary or appropriate in the reasonable opinion of Loan Parties, the Administrative Agent and the Borrower each Lender participating in order such increased Commitments) to reflect any technical changes necessary to give effect to such Revolving Facility Increase Commitment increases in accordance with its the terms as set forth herein. (ed) Such Revolving Facility Increase As conditions precedent to such increase, (i) the Borrower shall become effective, deliver to the Administrative Agent a certificate of each Loan Party dated as of the applicable Revolving Credit Increase Effective Date; provided Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party, certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and certifying that the conditions precedent set out in the following subclauses (iii) through (iv) have been satisfied or waived in accordance with Section 10.01, (ii) no Default or Event of Default shall have occurred and be continuing or would result from such increase, (iii) before and after giving effect to such Revolving Facility Increase (or, in the case of a Revolving Facility Increase incurred to finance a Permitted Acquisitionincrease, the condition set forth representations and warranties contained in this clause (i) Article 5 and the other Loan Documents shall be limited to Specified Events of Default true and correct in all material respects (and not in all respects if any other event of default)), (iisuch representation or warranty is already qualified by materiality) after giving effect to the making of any Revolving Credit Loans or the effectiveness of any Revolving Facility Increase, the conditions set forth in Section 4.02(a) shall be satisfied (or, in the case of an Revolving Facility Increase incurred to finance a Permitted Acquisition, the condition set forth in this clause (ii) shall be limited to the Specified Representations (on and not any other representations or warranties) (conformed as necessary for such acquisition); (iii) the Revolving Facility Increase shall be effected pursuant to one or more joinder agreements (in form and substance reasonably satisfactory to the Administrative Agent) executed and delivered by the Borrower and the Revolving Facility Increase Lenders, and to the extent applicable, the Administrative Agent and the L/C Issuer, and each of which shall be recorded in the Register, (iv) the Borrower shall have delivered a certificate of the Borrower dated as of the Revolving Credit Increase Effective Date signed Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by a Responsible Officer materiality) as of such earlier date, and except that for purposes of this subclause (iii), the Borrower certifying that the conditions precedent set forth representations and warranties contained in subclauses (iSection 5.05(a) and (iib) have been satisfied shall be deemed to refer to the most recent statements furnished pursuant to Section 6.01(a) and that (b), respectively, (iv) after giving effect to such increase, the Borrower is in Pro Forma Compliance with the Maximum Senior Secured Net Leverage Requirement, to the extent applicable, and the financial covenant set forth in Section 7.11, (v) the Borrower shall would be in Pro Forma Compliance with the Maximum Senior Secured Net Leverage Requirement, to the extent applicable, and the financial covenant set forth out in Section 7.11 (such compliance regardless of whether a Covenant Trigger Period then exists), in each case for the twelve (12) month (or, as applicable, four- (4) quarter) period to be determined on which the basis of the financial information most recently delivered to recent Compliance Certificate received by the Administrative Agent and the Lenders pursuant to Section 6.01(a6.02(b) or relates, and (bv) clause (or, prior to the first delivery thereof, on the basis i) of the financial information set forth ABL Cap (as defined in the Borrower’s most recent filed Form 10-K)Term Loan Facilities) as though such incurrence or acquisition had been consummated as of the first day of the applicable Test Period), (vi) to the extent reasonably requested by the Administrative Agent, the Administrative Agent shall have received legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent in all material respects with those delivered on the Closing Date under Section 4.01 with respect to the Borrower and all applicable Material Subsidiary Guarantors (other than changes to such legal opinions resulting from a change in Law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent) and evidencing the approval of such Revolving Facility Increase by the Borrower and each Material Subsidiary Guarantor and (vii) all fees and expenses owing in respect of such Revolving Facility Increase to the Administrative Agent and the applicable Lenders shall have been paid. On the Revolving Credit Increase Effective Date, the Borrower shall prepay any Revolving Credit Loans or L/C Advances outstanding on the Revolving Credit Increase Effective Date (and pay any additional amounts required pursuant amended to Section 3.05) reflect an amount equal to the extent amount of the Aggregate Commitments (after giving effect to the increase in Commitments contemplated hereby). The amendment to this Agreement providing for the increase if the Commitments shall contain provisions that may be necessary to keep the outstanding Revolving Credit Loans or Loans, L/C AdvancesAdvances or Swing Line Loans (to the extent participated to Lenders), as the case may be, ratable with any revised Pro Rata Share of a Revolving Credit Lender in respect of the Tranche subject to such Revolving Credit Facility Increase arising from any nonratable increase in the Revolving Credit Commitments under such Tranche pursuant to this Section. (f) Any Revolving Facility Increase shall be on Section 2.14, including, without limitation, provisions providing for the same terms and pursuant to the same documentation as the Tranche or Tranches, as applicable, of Revolving Credit Loans and Revolving Credit Commitments increased thereby as reallocation of the Revolving Credit Increase Effective Date (including with respect to upfront fees, OID or similar fees required to consummate such Revolving Facility Increase); provided that it is agreed that the Applicable Rate of the applicable existing Tranche of Revolving Credit Commitments may be increased to equal the Applicable Rate of such increased Tranche of Revolving Credit Commitments to satisfy the requirements of this clause (f))and Loans among Lenders. (g) Notwithstanding anything to the contrary contained herein, there shall be no more than ten (10) Revolving Facility Increases under this Agreement.

Increase in Revolving Credit Facility. (a) The Provided there exists no Event of Default at such time, upon written notice to the Administrative Agent, the Borrower may from time to timetime elect to request, upon written notice by the Borrower prior to the Administrative Agent specifying Maturity Date, an increase in the proposed amount thereof, request an increase, from any Lender or any Additional Lender, in any Tranche of existing Revolving Credit Commitments Facility or the establishment of a new Revolving Credit Facility (each, a provided that there shall be no more than two Revolving Credit Facilities in effect at any time) (the “Incremental Revolving Facility IncreaseCredit Commitments”) and/or to incur new term loan commitments (which shall be on the same terms as“Incremental Term Loan Commitments” and, and become part oftogether with the Increment Revolving Credit Commitments, the applicable Tranche of Revolving Credit Commitments (except as otherwise provided in clause (f“Incremental Commitments”)) , by an aggregate principal amount determined by the Borrower (for all such requests taken together) not to exceedexceeding $1,000,000,000 (i) in the case of“Incremental Revolving Credit Commitments, at $200,000,000 and (ii) in the time the Revolving Facility Increase becomes effective and assuming any such Revolving Facility Increase is fully drawncase of Incremental Term Loan Commitments, the greater of (x) $230,000,000 and (y) the Borrower Cash Flow for the most recently ended Measurement Period multiplied by twoFacility Amount”) minus (z) the aggregate principal amount of any Incremental AmountEquivalent Debt incurred pursuant to Section 7.02(p); provided that the amount incurred pursuant to clause (y) shall not exceed $500,000,000 in the aggregate (the “ on or prior to the date of the incurrence of such Incremental Term Loan Facility Amount”)Commitments; provided that any such request for a Revolving Facility Increase Incremental Commitments shall be in a minimum amount of the lesser of (x) $5,000,000 and (y) the entire amount of any Revolving Facility Increase that may be requested under this Section 2.1410,000,000. (b) Each such notice shall specify (i) the date (each, an “Increase Effective Date”) on which the Borrower proposes that the Incremental Revolving Credit Commitments or Incremental Term Loan Commitments, as applicable, shall be effective, which shall be a date not less than five (5) Business Days after the date on which such notice is delivered to the Administrative Agent (unless the Administrative Agent otherwise agrees to a shorter period) and (ii) the identity of each Lender or other Person that is (which shall be an Eligible Assignee Assignee) (each, a an “Incremental Revolving Facility Increase Credit Lender”” or “Incremental Term Loan Lender,” as applicable) to whom the Borrower proposes any portion of such Incremental Revolving Facility Increase Credit Commitments or Incremental Term Loan Commitments, as applicable, be allocated and the proposed amounts of such allocationallocations; provided that (w) any Lender approached to provide all or a portion of the Incremental Revolving Facility Increase Credit Commitments or Incremental Term Loan Commitments, as applicable, may elect or decline, in its sole discretion, to increase its applicable Tranche provide an Incremental Revolving Credit Commitment or Incremental Term Loan Commitment. Any Incremental Term Loans made on an Increase Effective Date shall be designated as a separate series (a “Series”) of Incremental Term Loans for all purposes of this Agreement or, if made on terms identical to any existing Series of Incremental Term Loans, may constitute a part of such Series of Incremental Term Loans. The Borrower may designate any Incremental Revolving Credit Commitments (it being understood that there is no obligation to approach any existing Lenders to provide any portion of the Revolving Facility Increase) and (x) the Administrative Agent, the L/C Issuer and the Swing Line Lender shall have the right to consent (each such consent not to be unreasonably conditioned, withheld or delayed) to such Person’s providing such portion of the Revolving Facility made on an Increase if such consent of the Administrative Agent, the L/C Issuer and the Swing Line Lender would be required under Section 10.07 for an assignment of Effective Date as a separate Revolving Credit Loans or Facility for all purposes of this Agreement or, if made on terms identical to an existing Revolving Credit Facility, such Incremental Revolving Credit Commitments to may constitute a part of such Person. At the time of sending such notice to any existing Lenders that are approached to provide all or a portion of a Revolving Facility Increase, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each applicable Lender is requested to respond. Any Revolving Credit Lender not responding within such time period Facility; provided that there shall be deemed to have declined to increase its applicable Tranche of no more than two Revolving Credit CommitmentFacilities in effect at any time. (c) The Administrative Agent shall promptly notify the Borrower and the Lenders of (x) the Incremental Revolving Credit Commitments and the Incremental Revolving Credit Lenders or the Incremental Term Loan Commitments and the Incremental Term Loan Lenders, as applicable and (y) in the case of each notice to any Revolving Credit Lender, the respective interests in such Revolving Credit Lender’s Revolving Credit Loans, in each case subject to the assignments contemplated by this Section 2.13. Each Incremental Revolving Credit Lender of and Incremental Term Loan Lender shall be subject to the Revolving Credit Lenders’ responses to each request made under this requirements set forth in Section 2.143.01. (d) If On any Increase Effective Date on which Incremental Revolving Credit Commitments are effected pursuant to an increase to the existing Revolving Credit Facility, subject to the satisfaction of the terms and conditions in this Section 2.13, (i) each of the existing Revolving Credit Lenders shall assign to each of the Incremental Revolving Credit Lenders, and each of the Incremental Revolving Credit Lenders shall purchase from each of the existing Revolving Credit Lenders, at the principal amount thereof (together with accrued interest), such interests in the Revolving Credit Loans outstanding on such Increase Effective Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Credit Loans will be held by existing Revolving Credit Lenders and such Incremental Revolving Credit Lenders ratably in accordance with their Revolving Credit Commitments after giving effect to the addition of such Incremental Revolving Credit Commitments to the Revolving Credit Commitments, (ii) each Incremental Revolving Credit Commitment shall be deemed for all purposes a Revolving Credit Facility is increased in accordance with this Section 2.14, the Administrative Agent Commitment and the Borrower shall determine the effective date (the “each Incremental Revolving Credit Increase Effective Date”) and the final allocation of such Revolving Facility Increase among the applicable Revolving Facility Increase Lenders which need not Loan made thereunder shall be on a ratable basis deemed, for all existing Lenders of purposes, a Revolving Credit Loan and (iii) each Incremental Revolving Credit Lender shall become a Revolving Credit Lender with respect to the applicable TrancheIncremental Revolving Credit Commitment and all matters relating thereto. The Administrative Agent shall promptly notify the Incremental Revolving Credit Lenders of the final allocation of such Revolving Facility Increase and the Commitments shall become Revolving Credit Increase Effective DateCommitments under this Agreement pursuant to an Incremental Amendment and, as appropriate, amendments to the other Loan Documents. In connection with Such amendment may, without the consent of any other Revolving Facility IncreaseCredit Lender, the Lenders hereby authorize the Administrative Agent to enter into effect such amendments (which may be executed and delivered solely by the Borrower and the Administrative Agent) to this Agreement and the other Loan Documents with the Borrower as may be necessary or appropriate necessary, in the reasonable opinion of the Administrative Agent and the Borrower in order Borrower, to reflect any technical changes necessary to give effect to such Revolving Facility Increase in accordance with its terms as set forth hereinthe provisions of this Section 2.13. (e) Such On any Increase Effective Date on which a separate Class of Incremental Revolving Facility Increase Credit Loans shall become effective, (i) all outstanding Revolving Credit Loans then outstanding under any Revolving Credit Facility on such date shall be prepaid on such date (and may, subject to the satisfaction of the condition set forth herein, be reborrowed on such date (provided that such Borrowing shall be made on a ratable basis across all Revolving Credit Facilities)) and (ii) subject to the satisfaction of terms and conditions to be mutually agreed between the Administrative Agent and the Incremental Revolving Credit Lenders providing such Incremental Revolving Credit Commitments (and including the terms and conditions in this Section 2.13), (x) each Incremental Revolving Credit Lender of such Class shall agree to make Incremental Revolving Credit Loans to the Borrower from time to time in an amount equal to its Incremental Revolving Credit Commitment and (y) each Incremental Revolving Credit Lender of such Class shall become a Lender hereunder with respect to its Incremental Revolving Credit Commitment of such Class and the Incremental Revolving Credit Loans made pursuant thereto. (f) On any Increase Effective Date on which any Incremental Term Loan Commitments of any Series are effective, subject to the satisfaction of terms and conditions to be mutually agreed between the Administrative Agent and the Incremental Term Loan Lenders providing such Incremental Term Loans (and including the terms and conditions in this Section 2.13), (i) each Incremental Term Loan Lender of such Series shall make a Loan to the Borrower (an “Incremental Term Loan”) in an amount equal to its Incremental Term Loan Commitment of such Series and (ii) each Incremental Term Loan Lender of such Series shall become a Lender hereunder with respect to its Incremental Term Loan Commitment and the Incremental Term Loans of such Series made pursuant thereto. (g) The terms and provisions of the Incremental Revolving Credit Loans, Incremental Revolving Credit Commitments, Incremental Term Loans and Incremental Term Loan Commitments of any Series shall be, (i) except as otherwise set forth herein, as agreed in the Incremental Amendment and, as appropriate, any necessary amendments to the other Loan Documents, executed by the Borrower, the applicable Incremental Revolving Credit Lenders and Incremental Term Loan Lenders providing such Incremental Revolving Credit Commitments and Incremental Term Loan Commitments, respectively, and the Administrative Agent and (ii) subject to the limitations in clauses (A) and (B) below, not more restrictive, taken as a whole, to the Borrower and the other Loan Parties than those applicable to any other Facility at the time of incurrence of such Incremental Facility, unless such other terms (1) apply only after the Latest Maturity Date of each other Facility at the time of incurrence of such Incremental Facility, (2) shall also apply to the existing Revolving Credit Facility (which such application shall not require the consent of the Revolving Credit Lenders or the Administrative Agent if so reasonably determined by the Borrower) or (3) in the case of Incremental Term Loans and Incremental Term Loan Commitments, relate only to mandatory prepayments, premiums (including make-whole provisions), interest, fees or (subject to the foregoing) maturity or amortization. In any event, (A) the Weighted Average Life to Maturity of all Incremental Loans of any Class or Series shall be no shorter than 75% of the remaining time to the Latest Maturity Date of the Revolving Credit Facility in effect at the time of incurrence thereof, (B) the applicable Maturity Date for any such Incremental Facility shall be no shorter than the Latest Maturity Date of the existing Revolving Credit Facility at the time of incurrence of such Incremental Loans, (C) any Incremental Revolving Credit Commitments (and the Revolving Credit Loans made thereunder) included in an existing Revolving Credit Facility shall have the same terms as the Revolving Credit Commitments and Revolving Credit Loans of such Revolving Credit Facility, (D) any Incremental Revolving Credit Commitments and Incremental Revolving Credit Loans that will constitute a separate Revolving Credit Facility may have different terms than the existing Revolving Credit Facility and (E) the establishment of a Revolving Credit Facility with a later Maturity Date than the existing Revolving Credit Facility shall not affect the Letter of Credit Expiration Date unless expressly agreed in writing by the applicable L/C Issuer and the Incremental Revolving Credit Lenders providing such Incremental Revolving Credit Commitments. (h) Each Incremental 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 opinion of the Administrative Agent, the Borrower and the lenders providing the relevant Incremental Facility, to effect the provisions of this Section 2.13 (including, in the case of any Incremental Term Loans or Incremental Term Loan Commitments, to provide for additional mandatory prepayments not already included herein and debt buyback provisions on customary terms). (i) As a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent (x) reaffirmation agreements of the Loan Parties which reaffirm the Guaranty and Liens provided pursuant to the Loan Documents and (y) a certificate of each Loan Party dated as of the applicable Revolving Credit Increase Effective Date; provided that Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) no Default certifying and attaching the resolutions adopted by such Loan Party approving or Event consenting to such increase and (ii) in the case of Default shall have occurred the Borrower, certifying that, before and be continuing or would result after giving effect to such Revolving Facility increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (except to the extent any such representation and warranty itself is qualified by “materiality”, “Material Adverse Effect” or any similar qualifier, in which case, it shall be true and correct in all respects) on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.13, the representations and warranties contained in subsections (ora) 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; provided that to the extent that such Incremental Term Commitments will be used concurrently with the initial provision of such commitment to finance any Investment permitted pursuant to Section 7.03(g), then such representations and warranties shall be limited to customary “SunGard” representations and warranties (including those with respect to the target contained in the acquisition or merger agreement to the extent failure of such representations and warranties to be true and correct permits the Borrower or relevant Affiliate thereof not to consummate the transactions contemplated thereby) and (B) no Event of Default (except in the case of a Revolving Facility Increase incurred any Incremental Term Loan Commitments used concurrently with the initial provision of such commitment to finance a Permitted Acquisitionany Investment permitted pursuant to Section 7.03(g), the condition set forth in this clause (i) shall be limited to Specified Events which case no Event of Default (shall exist at the time of entering into a binding agreement in respect of such Investment)has occurred and not any other event of default)), (ii) after giving effect is continuing. The Borrower shall deliver or cause to be delivered legal opinions which are similar to those delivered on the making of any Revolving Credit Loans or the effectiveness of any Revolving Facility Increase, the conditions set forth in Closing Date pursuant to Section 4.02(a) shall be satisfied (or, in the case of an Revolving Facility Increase incurred to finance a Permitted Acquisition, the condition set forth in this clause (ii) shall be limited to the Specified Representations (and not any other representations or warranties4.01(a)(v) (conformed as necessary for such acquisition); (iii) the Revolving Facility Increase shall be effected pursuant to one or more joinder agreements (otherwise in form and substance reasonably satisfactory to the Administrative Agent) executed and delivered by the Borrower and the Revolving Facility Increase Lenders, and to the extent applicable, the Administrative Agent and the L/C Issuer, and each of which shall be recorded in the Register, (iv) the Borrower shall have delivered a certificate of the Borrower dated as of the Revolving Credit Increase Effective Date signed by a Responsible Officer of the Borrower certifying that the conditions precedent set forth in subclauses (i) and (ii) have been satisfied and that the Borrower is in Pro Forma Compliance with the Maximum Senior Secured Net Leverage Requirement, to the extent applicable, and the financial covenant set forth in Section 7.11, (v) the Borrower shall be in Pro Forma Compliance with the Maximum Senior Secured Net Leverage Requirement, to the extent applicable, and the financial covenant set forth in Section 7.11 (such compliance to be determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or (b) (or, prior to the first delivery thereof, on the basis of the financial information set forth in the Borrower’s most recent filed Form 10-K)) as though such incurrence or acquisition had been consummated as of the first day of the applicable Test Period), (vi) to the extent any other documents reasonably requested by the Administrative Agent, the Administrative Agent shall have received legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent in all material respects with those delivered on the Closing Date under Section 4.01 with respect to the Borrower and all applicable Material Subsidiary Guarantors (other than changes to such legal opinions resulting from a change in Law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent) and evidencing the approval of such Revolving Facility Increase by the Borrower and each Material Subsidiary Guarantor and (vii) all fees and expenses owing in respect of such Revolving Facility Increase to the Administrative Agent and the applicable Lenders shall have been paid. On the Revolving Credit Increase Effective Date, the Borrower shall prepay any Revolving Credit Loans or L/C Advances outstanding on the Revolving Credit Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Revolving Credit Loans or L/C Advances, as the case may be, ratable connection with any revised Pro Rata Share of a Revolving Credit Lender in respect of the Tranche subject to such Revolving Facility Increase arising from any nonratable increase in the Revolving Credit Commitments under such Tranche pursuant to this Sectiontransaction. (fj) Any Revolving Facility Increase This Section 2.13 shall be on the same terms and pursuant supersede any provisions in Section 2.12 or 11.01 to the same documentation as the Tranche or Tranches, as applicable, of Revolving Credit Loans and Revolving Credit Commitments increased thereby as of the Revolving Credit Increase Effective Date (including with respect to upfront fees, OID or similar fees required to consummate such Revolving Facility Increase); provided that it is agreed that the Applicable Rate of the applicable existing Tranche of Revolving Credit Commitments may be increased to equal the Applicable Rate of such increased Tranche of Revolving Credit Commitments to satisfy the requirements of this clause (f))contrary. (g) Notwithstanding anything to the contrary contained herein, there shall be no more than ten (10) Revolving Facility Increases under this Agreement.

Increase in Revolving Credit Facility. (ai) The Borrower may from time to timeProvided no Event of Default has occurred and is continuing, upon written notice by the Borrower to the Administrative Agent specifying (which shall promptly notify the proposed amount thereofRevolving Credit Lenders), the Administrative Borrower may, from time to time over the term of this Agreement, request an increase, from any Lender or any Additional Lender, increase in any Tranche of the Revolving Credit Commitments (each, a “Revolving Facility Increase”) (which shall be on the same terms as, and become part of, the applicable Tranche of Revolving Credit Commitments (except as otherwise provided in clause (f)) by an aggregate principal amount (for all such requests) not to exceed, at exceed the time Incremental Amount (any such increase in the Revolving Facility Increase becomes effective and assuming any such Credit Facility, an “Incremental Revolving Facility Increase is fully drawn, the Incremental AmountCredit Commitment”); provided that (i) any such request for a Revolving Facility Increase an increase shall be in a minimum amount of the lesser of (x) $5,000,000 50,000,000, and (yii) in no event shall the entire aggregate amount of any increases in respect of the Revolving Credit Facility Increase that may be requested effected under this Section 2.14. (b) Each such notice shall specify 2.16(a), plus the identity aggregate amount of each Lender or other Person that is an Eligible Assignee (each, a “Revolving Facility Increase Lender”) to whom the Borrower proposes any portion of such Revolving Facility Increase be allocated and the proposed amounts of such allocation; provided that (w) any Lender approached to provide all or a portion increases in respect of the Revolving Term Facility Increase may elect or decline, in its sole discretion, to increase its applicable Tranche of Revolving Credit Commitments (it being understood that there is no obligation to approach any existing Lenders to provide any portion of the Revolving Facility Increase) and (x) the Administrative Agent, the L/C Issuer and the Swing Line Lender shall have the right to consent (each such consent not to be unreasonably conditioned, withheld or delayed) to such Person’s providing such portion of the Revolving Facility Increase if such consent of the Administrative Agent, the L/C Issuer and the Swing Line Lender would be required effected under Section 10.07 for an assignment of Revolving Credit Loans or Revolving Credit Commitments to such Person2.16(b) exceed the Incremental Amount. At the time of sending such notice to any existing Lenders that are approached to provide all or a portion of a Revolving Facility Increasenotice, the Administrative Borrower (in consultation with the Administrative Agent) shall specify in such notice the time period within which each applicable Lender is requested to respond. (ii) Each Revolving Credit Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Revolving Credit Commitment and, if so, whether by an amount equal to, greater than, or less than its Applicable Revolving Credit Percentage of such requested increase. Any Revolving Credit Lender not responding within such time period shall be deemed to have declined to increase its applicable Tranche of Revolving Credit Commitment. (ciii) The Administrative Agent shall notify the Administrative Borrower and each Revolving Credit Lender of the Revolving Credit Lenders’ responses to each request made under this Section 2.14. (d) If a hereunder. To the extent existing Revolving Credit Facility is increased Lenders do not agree to provide the entire amount of such requested increase on the terms requested, the Administrative Borrower may also invite additional Eligible Assignees to provide such Revolving Credit Commitments, provided that any such Eligible Assignees who agree to do so (together with any existing Revolving Credit Lender participating in accordance with this Section 2.14any such increase, each, an “Increasing Revolving Credit Lender”) enters into a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and subject to the approval of the Administrative Agent, the Letter of Credit Issuers and the Swing Line Lender (to the extent the same would be required for an assignment under Section 11.06). Nothing contained herein shall constitute, or otherwise be deemed to be, a commitment on the part of any Revolving Credit Lender to increase its Revolving Credit Commitment hereunder. (iv) The Administrative Agent and the Administrative Borrower shall determine (in their sole discretion) (A) the final allocation of such increase (which allocation may be made to specific Lenders, and not others (despite the willingness of such other Lenders to provide any requested increase)) among Increasing Revolving Credit Lenders and Schedule 2.01 attached hereto shall be automatically updated to reflect the same and (B) the effective date (the “Revolving Credit Facility Increase Effective Date”) and the final allocation of any such Revolving Facility Increase among the applicable Revolving Facility Increase Lenders which need not be on a ratable basis for all existing Lenders of the applicable Trancheincrease. The Administrative Agent shall promptly notify the Administrative Borrower and the Revolving Credit Lenders of the final allocation of such Revolving Facility Increase and the Revolving Credit Increase Effective Date. In connection with any Revolving Facility Increase, the Lenders hereby authorize the Administrative Agent to enter into amendments (which may be executed and delivered solely by the Borrower and the Administrative Agent) to this Agreement and the other Loan Documents with the Borrower as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower in order to reflect any technical changes necessary to give effect to such Revolving Facility Increase in accordance with its terms as set forth herein. (e) Such Revolving Facility Increase shall become effective, as of the applicable Revolving Credit Increase Effective Date; provided that (i) no Default or Event of Default shall have occurred and be continuing or would result after giving effect to such Revolving Facility Increase (or, in the case of a Revolving Facility Increase incurred to finance a Permitted Acquisition, the condition set forth in this clause (i) shall be limited to Specified Events of Default (and not any other event of default)), (ii) after giving effect to the making of any Revolving Credit Loans or the effectiveness of any Revolving Facility Increase, the conditions set forth in Section 4.02(a) shall be satisfied (or, in the case of an Revolving Facility Increase incurred to finance a Permitted Acquisition, the condition set forth in this clause (ii) shall be limited to the Specified Representations (and not any other representations or warranties) (conformed as necessary for such acquisition); (iii) the Revolving Facility Increase shall be effected pursuant to one or more joinder agreements (in form and substance reasonably satisfactory to the Administrative Agent) executed and delivered by the Borrower increase and the Revolving Facility Increase Lenders, and to the extent applicable, the Administrative Agent and the L/C Issuer, and each of which shall be recorded in the Register, (iv) the Borrower shall have delivered a certificate of the Borrower dated as of the Revolving Credit Increase Effective Date signed by a Responsible Officer of the Borrower certifying that the conditions precedent set forth in subclauses (i) and (ii) have been satisfied and that the Borrower is in Pro Forma Compliance with the Maximum Senior Secured Net Leverage Requirement, to the extent applicable, and the financial covenant set forth in Section 7.11, (v) the Borrower shall be in Pro Forma Compliance with the Maximum Senior Secured Net Leverage Requirement, to the extent applicable, and the financial covenant set forth in Section 7.11 (such compliance to be determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or (b) (or, prior to the first delivery thereof, on the basis of the financial information set forth in the Borrower’s most recent filed Form 10-K)) as though such incurrence or acquisition had been consummated as of the first day of the applicable Test Period), (vi) to the extent reasonably requested by the Administrative Agent, the Administrative Agent shall have received legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent in all material respects with those delivered on the Closing Date under Section 4.01 with respect to the Borrower and all applicable Material Subsidiary Guarantors (other than changes to such legal opinions resulting from a change in Law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent) and evidencing the approval of such Revolving Facility Increase by the Borrower and each Material Subsidiary Guarantor and (vii) all fees and expenses owing in respect of such Revolving Facility Increase to the Administrative Agent and the applicable Lenders shall have been paid. On the Revolving Credit Increase Effective Date, the Borrower shall prepay any Revolving Credit Loans or L/C Advances outstanding on the Revolving Credit Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Revolving Credit Loans or L/C Advances, as the case may be, ratable with any revised Pro Rata Share of a Revolving Credit Lender in respect of the Tranche subject to such Revolving Facility Increase arising from any nonratable increase in the Revolving Credit Commitments under such Tranche pursuant to this Section. (f) Any Revolving Facility Increase shall be on the same terms and pursuant to the same documentation as the Tranche or Tranches, as applicable, of Revolving Credit Loans and Revolving Credit Commitments increased thereby as of the Revolving Credit Increase Effective Date (including with respect to upfront fees, OID or similar fees required to consummate such Revolving Facility Increase); provided that it is agreed that the Applicable Rate of the applicable existing Tranche of Revolving Credit Commitments may be increased to equal the Applicable Rate of such increased Tranche of Revolving Credit Commitments to satisfy the requirements of this clause (f)). (g) Notwithstanding anything to the contrary contained herein, there shall be no more than ten (10) Revolving Facility Increases under this Agreement.

Increase in Revolving Credit Facility. (a) The As an alternative or in addition to Section 2.8 below, subject to the conditions set forth below, at any time prior to the Revolving Credit Maturity Date, the Borrower may from time shall have the right to timerequest, upon not less than thirty (30) days’ prior written notice by the Borrower (an “Incremental Revolving Credit Commitment Notification”) to the Administrative Agent specifying Agent, an increase in the proposed amount thereof, request an increase, from any Lender or any Additional Lender, in any Tranche of Revolving Credit Commitments (each, a “Revolving Facility Increase”) (which shall be on the same terms as, and become part of, the applicable Tranche of Revolving Credit Commitments (except as otherwise provided Commitment in clause (f)) by an aggregate principal amount not to exceed, at the time the Revolving Facility Increase becomes effective and assuming any such Revolving Facility Increase is fully drawn, the Incremental Amount; provided that any such request for a Revolving Facility Increase shall be in a minimum amount of the lesser of (x) $5,000,000 and (y) the entire amount of any Revolving Facility Increase that as may be requested under this Section 2.14specified by the Borrower. Such Incremental Revolving Credit Commitment Notification shall specify the applicable Incremental Revolving Credit Commitment Effective Date. (b) Each Increases in the Revolving Credit Commitment pursuant to this Section 2.7 shall be obtained from existing Lenders or from other banks, financial institutions or investment funds that qualify as Eligible Assignees (each such notice shall specify the identity of each Lender other bank, financial institution or other Person that is an Eligible Assignee (eachinvestment fund, a “New Revolving Facility Increase Lender”) to whom ” and, collectively with the Borrower proposes any portion of such Revolving Facility Increase be allocated and the proposed amounts of such allocation; provided that (w) any Lender approached to provide all or existing Lenders providing a portion of the proposed increase in the Revolving Facility Increase may elect or declineCredit Commitment pursuant to this Section 2.7, in its sole discretion, the “Incremental Revolving Credit Lenders”); provided that no existing Lender shall have any obligation to increase its applicable Tranche of Revolving Credit Commitments (it being understood that there is no obligation Commitment pursuant to approach this Section 2.7 and the failure by any existing Lenders Lender to provide any portion of the Revolving Facility Increase) and (x) the Administrative Agent, the L/C Issuer and the Swing Line Lender shall have the right respond to consent (each a request for such consent not to be unreasonably conditioned, withheld or delayed) to such Person’s providing such portion of the Revolving Facility Increase if such consent of the Administrative Agent, the L/C Issuer and the Swing Line Lender would be required under Section 10.07 for an assignment of Revolving Credit Loans or Revolving Credit Commitments to such Person. At the time of sending such notice to any existing Lenders that are approached to provide all or a portion of a Revolving Facility Increase, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each applicable Lender is requested to respond. Any Revolving Credit Lender not responding within such time period increase shall be deemed to have declined to increase its applicable Tranche be a refusal of Revolving Credit Commitmentsuch request by such existing Lender. (c) The Administrative Agent following terms and conditions shall notify apply to each increase in the Revolving Credit Commitment pursuant to this Section 2.7: (i) such increase in the Revolving Credit Commitment pursuant to this Section 2.7 (and any Revolving Credit Loans made thereunder) shall constitute Obligations of the Borrower and each Revolving shall be secured and guaranteed with the other Extensions of Credit Lender of the Revolving Credit Lenders’ responses to each request made under this Section 2.14.on a pari passu basis; (dii) If a Revolving Credit Facility is increased in accordance with this Section 2.14, the Administrative Agent and the Borrower Lenders shall determine the effective date (the “Revolving Credit Increase Effective Date”) and the final allocation of such Revolving Facility Increase among the applicable Revolving Facility Increase Lenders which need not be on a ratable basis for all existing Lenders of the applicable Tranche. The Administrative Agent shall promptly notify the Revolving Credit Lenders of the final allocation of such Revolving Facility Increase and the Revolving Credit Increase Effective Date. In connection with any Revolving Facility Increase, the Lenders hereby authorize the Administrative Agent to enter into amendments (which may be executed and delivered solely by have received from the Borrower an Officer’s Compliance Certificate, in form and substance reasonably satisfactory to the Administrative Agent) to this Agreement and the other Loan Documents with the Borrower as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower in order to reflect any technical changes necessary to give effect to such Revolving Facility Increase in accordance with its terms as set forth herein. (e) Such Revolving Facility Increase shall become effective, demonstrating that, as of the applicable Incremental Revolving Credit Increase Commitment Effective Date; provided that Date and after giving effect thereto and any Extensions of Credit made or to be made in connection therewith, the Borrower and its Restricted Subsidiaries are in pro forma compliance with the financial covenants set forth in Article IX; (iiii) no Default or Event of Default shall have occurred and be continuing as of the applicable Incremental Revolving Credit Commitment Effective Date or would result after giving effect to such increase in the Revolving Facility Increase Credit Commitment pursuant to this Section 2.7; (iv) the representations and warranties made by each Credit Party in this Agreement and the other Loan Documents shall be true and correct on and as of the applicable Incremental Revolving Credit Commitment Effective Date with the same effect as if made on and as of such date (other than those representations and warranties that by their terms speak as of a particular date, which representations and warranties shall be true and correct as of such particular date); (v) the Administrative Agent shall have received a resolution duly adopted by the board of directors of each Credit Party authorizing such increase in the Revolving Credit Commitment pursuant to this Section 2.7; (vi) in no event shall the aggregate amount of all increases in the Revolving Credit Commitment pursuant to this Section 2.7 (including the requested increase) plus the aggregate amount of all Incremental Term Loans made pursuant to Section 2.8 exceed $115,000,000; (vii) the amount of such increase in the Revolving Credit Commitment pursuant to this Section 2.7 shall not be less than a minimum principal amount of $15,000,000, or, if less, the remaining amount permitted pursuant to clause (vi) above; (viii) the Borrower and each Incremental Revolving Credit Lender shall execute and deliver a Lender Addition and Acknowledgement Agreement to the Administrative Agent for its acceptance and recording in the case of a Revolving Facility Increase incurred to finance a Permitted AcquisitionRegister, the condition set forth in this clause (i) which shall be limited to Specified Events of Default (acknowledged by the Administrative Agent and not any other event of default)), (ii) after giving effect to the making of any Revolving Credit Loans or the effectiveness of any Revolving Facility Increase, the conditions set forth in Section 4.02(a) each Subsidiary Guarantor and shall be satisfied (or, in the case of an Revolving Facility Increase incurred to finance a Permitted Acquisition, the condition set forth in this clause (ii) shall be limited to the Specified Representations (and not any other representations or warranties) (conformed as necessary for such acquisition); (iii) the Revolving Facility Increase shall be effected pursuant to one or more joinder agreements (in form and substance reasonably satisfactory to the Administrative Agent; (ix) executed and delivered by the Borrower and the Revolving Facility Increase Lenders, and to the extent applicable, the Administrative Agent and the L/C Issuer, and each of which shall be recorded in the Register, (iv) the Borrower shall have delivered a certificate of the Borrower dated as of the Revolving Credit Increase Effective Date signed by a Responsible Officer of the Borrower certifying that the conditions precedent set forth in subclauses (i) and (ii) have been satisfied and that the Borrower is in Pro Forma Compliance with the Maximum Senior Secured Net Leverage Requirement, to the extent applicable, and the financial covenant set forth in Section 7.11, (v) the Borrower shall be in Pro Forma Compliance with the Maximum Senior Secured Net Leverage Requirement, to the extent applicable, and the financial covenant set forth in Section 7.11 (such compliance to be determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or (b) (or, prior to the first delivery thereof, on the basis of the financial information set forth in the Borrower’s most recent filed Form 10-K)) as though such incurrence or acquisition had been consummated as of the first day of the applicable Test Period), (vi) to the extent reasonably requested by the Administrative Agent, the Administrative Agent shall have received legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent any documents or information in all material respects connection with those delivered on the Closing Date under Section 4.01 with respect to the Borrower and all applicable Material Subsidiary Guarantors (other than changes to such legal opinions resulting from a change in Law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent) and evidencing the approval of such Revolving Facility Increase by the Borrower and each Material Subsidiary Guarantor and (vii) all fees and expenses owing in respect of such Revolving Facility Increase to the Administrative Agent and the applicable Lenders shall have been paid. On the Revolving Credit Increase Effective Date, the Borrower shall prepay any Revolving Credit Loans or L/C Advances outstanding on the Revolving Credit Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Revolving Credit Loans or L/C Advances, as the case may be, ratable with any revised Pro Rata Share of a Revolving Credit Lender in respect of the Tranche subject to such Revolving Facility Increase arising from any nonratable increase in the Revolving Credit Commitments under such Tranche Commitment pursuant to this Section.Section 2.7 as it may request in its reasonable discretion; and (fx) Any Revolving Facility Increase shall be on the same terms and pursuant to the same documentation as the Tranche or Tranches, as applicable, of outstanding Revolving Credit Loans and Revolving Credit Commitments increased thereby as Commitment Percentages of L/C Obligations will be reallocated by the Administrative Agent on the applicable Incremental Revolving Credit Increase Commitment Effective Date (including among the Lenders in accordance with respect to upfront fees, OID or similar fees required to consummate such Revolving Facility Increase); provided that it is agreed that the Applicable Rate of the applicable existing Tranche of their revised Revolving Credit Commitments may be increased Commitment Percentages (and the Lenders agree to equal make all payments and adjustments necessary to effect such reallocation and the Applicable Rate of Borrower shall pay any and all costs required pursuant to Section 4.9 in connection with such increased Tranche of Revolving Credit Commitments to satisfy the requirements of this clause (f)reallocation as if such reallocation were a repayment). (gd) Notwithstanding anything the provisions of Section 13.2 to the contrary contained hereincontrary, there the Administrative Agent is hereby authorized to execute and deliver amendment documentation evidencing such amendments (or any other amendments necessary to effectuate the proposed increase in the Revolving Credit Commitment pursuant to this Section 2.7 on the terms set forth above) on behalf of the Lenders; provided that such amendment shall be no more than ten not modify this Agreement or any other Loan Document in any manner materially adverse to any Lender without the consent of such Lenders adversely affected thereby in accordance with Section 13.2 hereof. (10e) Upon the execution, delivery, acceptance and recording of the applicable Lender Addition and Acknowledgment Agreement, from and after the applicable Incremental Revolving Facility Increases under Credit Commitment Effective Date, (i) each Incremental Revolving Credit Lender shall have a Revolving Credit Commitment as set forth in the Register and all the rights and obligations of a Lender with a Revolving Credit Commitment hereunder and (ii) all Revolving Credit Loans made on account of any increase in the Revolving Credit Commitment pursuant to this AgreementSection 2.7 shall bear interest at the rate applicable to the Revolving Credit Loans immediately prior to giving effect to such increase in the Revolving Credit Commitment pursuant to this Section 2.7. (f) The Administrative Agent shall maintain a copy of each Lender Addition and Acknowledgment Agreement delivered to it in accordance with Section 13.10(c).

Increase in Revolving Credit Facility. (a) The Upon notice to the Administrative Agent, the Borrower may from time to time, upon written notice by the Borrower to the Administrative Agent specifying the proposed amount thereof, request an increase, from any Lender or any Additional Lender, increase in any Tranche of Revolving Credit the Commitments (each, a “Revolving Facility Increase”) (which shall be on the same terms as, and become part of, the applicable Tranche of Revolving Credit Commitments (except as otherwise provided in clause (f)) by an aggregate principal amount not to exceed, at the time the Revolving Facility Increase becomes effective and assuming any such Revolving Facility Increase is fully drawn, the Incremental Amountexceeding $20,000,000; provided that any such request for a Revolving Facility Increase an increase shall be in a minimum amount of the lesser of (x) $5,000,000 and (y) the entire remaining amount of any Revolving Facility Increase that may be requested increases available under this Section 2.14. (b) Each such notice shall specify the identity of each Lender or other Person that is an Eligible Assignee (each, a “Revolving Facility Increase Lender”) to whom the Borrower proposes any portion of such Revolving Facility Increase be allocated and the proposed amounts of such allocation; provided that (w) any Lender approached to provide all or a portion of the Revolving Facility Increase may elect or decline, in its sole discretion, to increase its applicable Tranche of Revolving Credit Commitments (it being understood that there is no obligation to approach any existing Lenders to provide any portion of the Revolving Facility Increase) and (x) the Administrative Agent, the L/C Issuer and the Swing Line Lender shall have the right to consent (each such consent not to be unreasonably conditioned, withheld or delayed) to such Person’s providing such portion of the Revolving Facility Increase if such consent of the Administrative Agent, the L/C Issuer and the Swing Line Lender would be required under Section 10.07 for an assignment of Revolving Credit Loans or Revolving Credit Commitments to such Person. At the time of sending such notice to any existing Lenders that are approached to provide all or a portion of a Revolving Facility Increasenotice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each applicable Lender or prosed Lender is requested to respondrespond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the Lenders). (b) Any proposed increase in the Commitments may be requested from the existing Lenders and new prospective Lenders who are Eligible Assignees (which additional Eligible Assignees shall be subject to the approval of the Administrative Agent, the L/C Issuer and the Swing Line Lender, which approvals shall not be unreasonably withheld and each of whom shall execute a customary joinder agreement) or a combination thereof, as selected by, and with such allocations of committed amounts as may be determined by, the Administrative Agent and the Borrower (regardless of a Pro Rata Share of any individual Lender); provided that, any such request shall be made concurrently to the existing Lenders and such new prospective Lenders. Any Revolving Credit Lender approached to provide all or any portion of the increased Commitments may elect or decline, in its sole discretion, to provide such an increase. Any Lender not responding within such the time period set forth in Section 2.14(a) shall be deemed to have declined to increase its applicable Tranche of Revolving Credit Commitment. (c) The Administrative Agent shall notify If the Borrower and each Revolving Credit Lender of the Revolving Credit Lenders’ responses to each request made under this Section 2.14. (d) If a Revolving Credit Facility is Commitments are increased in accordance with this Section 2.14, the Administrative Agent and the Borrower shall determine the effective date (the “Revolving Credit Increase Effective Date”) and the final allocation of such Revolving Facility Increase among the applicable Revolving Facility Increase Lenders which need not be on a ratable basis for all existing Lenders of the applicable Trancheincrease. The Administrative Agent shall promptly notify the Revolving Credit Borrower and the Lenders of the final allocation of such Revolving Facility Increase increase and the Revolving Credit Increase Effective Date. In connection with any Revolving Facility Increaseincrease in the Commitments, the Lenders hereby authorize the Administrative Agent to enter into amendments (which may be executed and delivered solely by the Borrower and the Administrative Agent) to this Agreement and the other Loan Documents with shall be amended in a writing (executed and delivered by the Borrower as may be necessary or appropriate in the reasonable opinion of Loan Parties, the Administrative Agent and the Borrower each Lender participating in order such increased Commitments) to reflect any technical changes necessary to give effect to such Revolving Facility Increase Commitment increases in accordance with its the terms as set forth herein. (ed) Such Revolving Facility Increase As conditions precedent to such increase, (i) the Borrower shall become effective, deliver to the Administrative Agent a certificate of each Loan Party dated as of the applicable Revolving Credit Increase Effective Date; provided Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party, certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and certifying that the conditions precedent set out in the following subclauses (iii) through (iv) have been satisfied or waived in accordance with Section 10.01, (ii) no Default or Event of Default shall have occurred and be continuing or would result from such increase, (iii) before and after giving effect to such Revolving Facility Increase (or, in the case of a Revolving Facility Increase incurred to finance a Permitted Acquisitionincrease, the condition set forth representations and warranties contained in this clause (i) Article 5 and the other Loan Documents shall be limited to Specified Events of Default true and correct in all material respects (and not in all respects if any other event of default)), (iisuch representation or warranty is already qualified by materiality) after giving effect to the making of any Revolving Credit Loans or the effectiveness of any Revolving Facility Increase, the conditions set forth in Section 4.02(a) shall be satisfied (or, in the case of an Revolving Facility Increase incurred to finance a Permitted Acquisition, the condition set forth in this clause (ii) shall be limited to the Specified Representations (on and not any other representations or warranties) (conformed as necessary for such acquisition); (iii) the Revolving Facility Increase shall be effected pursuant to one or more joinder agreements (in form and substance reasonably satisfactory to the Administrative Agent) executed and delivered by the Borrower and the Revolving Facility Increase Lenders, and to the extent applicable, the Administrative Agent and the L/C Issuer, and each of which shall be recorded in the Register, (iv) the Borrower shall have delivered a certificate of the Borrower dated as of the Revolving Credit Increase Effective Date signed Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by a Responsible Officer materiality) as of such earlier date, and except that for purposes of this subclause (iii), the Borrower certifying that the conditions precedent set forth representations and warranties contained in subclauses (iSection 5.05(a) and (iib) have been satisfied shall be deemed to refer to the most recent statements furnished pursuant to Section 6.01(a) and that (b), respectively, (iv) after giving effect to such increase, the Borrower is in Pro Forma Compliance with the Maximum Senior Secured Net Leverage Requirement, to the extent applicable, and the financial covenant set forth in Section 7.11, (v) the Borrower shall would be in Pro Forma Compliance with the Maximum Senior Secured Net Leverage Requirement, to the extent applicable, and the financial covenant set forth out in Section 7.11 (such compliance regardless of whether a Covenant Trigger Period then exists), in each case for the twelve (12) month (or, as applicable, four-quarter) period to be determined on which the basis of the financial information most recently delivered to recent Compliance Certificate received by the Administrative Agent and the Lenders pursuant to Section 6.01(a6.02(b) or (b) (or, prior relates. The amendment to this Agreement providing for the first delivery thereof, on increase if the basis of the financial information set forth in the Borrower’s most recent filed Form 10-K)) as though such incurrence or acquisition had been consummated as of the first day of the applicable Test Period), (vi) to the extent reasonably requested by the Administrative Agent, the Administrative Agent Commitments shall have received legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent in all material respects with those delivered on the Closing Date under Section 4.01 with respect to the Borrower and all applicable Material Subsidiary Guarantors (other than changes to such legal opinions resulting from a change in Law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent) and evidencing the approval of such Revolving Facility Increase by the Borrower and each Material Subsidiary Guarantor and (vii) all fees and expenses owing in respect of such Revolving Facility Increase to the Administrative Agent and the applicable Lenders shall have been paid. On the Revolving Credit Increase Effective Date, the Borrower shall prepay any Revolving Credit Loans or L/C Advances outstanding on the Revolving Credit Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent contain provisions that may be necessary to keep the outstanding Revolving Credit Loans or Loans, L/C AdvancesAdvances or Swing Line Loans (to the extent participated to Lenders), as the case may be, ratable with any revised Pro Rata Share of a Revolving Credit Lender in respect of the Tranche subject to such Revolving Credit Facility Increase arising from any nonratable increase in the Revolving Credit Commitments under such Tranche pursuant to this Section. (f) Any Revolving Facility Increase shall be on Section 2.14, including, without limitation, provisions providing for the same terms and pursuant to the same documentation as the Tranche or Tranches, as applicable, of Revolving Credit Loans and Revolving Credit Commitments increased thereby as reallocation of the Revolving Credit Increase Effective Date (including with respect to upfront fees, OID or similar fees required to consummate such Revolving Facility Increase); provided that it is agreed that the Applicable Rate of the applicable existing Tranche of Revolving Credit Commitments may be increased to equal the Applicable Rate of such increased Tranche of Revolving Credit Commitments to satisfy the requirements of this clause (f))and Loans among Lenders. (g) Notwithstanding anything to the contrary contained herein, there shall be no more than ten (10) Revolving Facility Increases under this Agreement.

Increase in Revolving Credit Facility. (a) The As an alternative or in addition to Section 2.8 below, subject to the conditions set forth below, at any time prior to the Revolving Credit Maturity Date, the Borrower may from time shall have the right to timerequest, upon not less than thirty (30) days’ prior written notice by the Borrower (an “Incremental Revolving Credit Commitment Notification”) to the Administrative Agent specifying Agent, an increase in the proposed amount thereof, request an increase, from any Lender or any Additional Lender, in any Tranche of Revolving Credit Commitments (each, a “Revolving Facility Increase”) (which shall be on the same terms as, and become part of, the applicable Tranche of Revolving Credit Commitments (except as otherwise provided Commitment in clause (f)) by an aggregate principal amount not to exceed, at the time the Revolving Facility Increase becomes effective and assuming any such Revolving Facility Increase is fully drawn, the Incremental Amount; provided that any such request for a Revolving Facility Increase shall be in a minimum amount of the lesser of (x) $5,000,000 and (y) the entire amount of any Revolving Facility Increase that as may be requested under this Section 2.14specified by the Borrower. Such Incremental Revolving Credit Commitment Notification shall specify the applicable Incremental Revolving Credit Commitment Effective Date. (b) Each Increases in the Revolving Credit Commitment pursuant to this Section 2.7 shall be obtained from existing Lenders or from other banks, financial institutions or investment funds that qualify as Eligible Assignees (each such notice shall specify the identity of each Lender other bank, financial institution or other Person that is an Eligible Assignee (eachinvestment fund, a “New Revolving Facility Increase Lender”) to whom ” and, collectively with the Borrower proposes any portion of such Revolving Facility Increase be allocated and the proposed amounts of such allocation; provided that (w) any Lender approached to provide all or existing Lenders providing a portion of the proposed increase in the Revolving Facility Increase may elect or declineCredit Commitment pursuant to this Section 2.7, in its sole discretion, the “Incremental Revolving Credit Lenders”); provided that no existing Lender shall have any obligation to increase its applicable Tranche of Revolving Credit Commitments (it being understood that there is no obligation Commitment pursuant to approach this Section 2.7 and the failure by any existing Lenders Lender to provide any portion of the Revolving Facility Increase) and (x) the Administrative Agent, the L/C Issuer and the Swing Line Lender shall have the right respond to consent (each a request for such consent not to be unreasonably conditioned, withheld or delayed) to such Person’s providing such portion of the Revolving Facility Increase if such consent of the Administrative Agent, the L/C Issuer and the Swing Line Lender would be required under Section 10.07 for an assignment of Revolving Credit Loans or Revolving Credit Commitments to such Person. At the time of sending such notice to any existing Lenders that are approached to provide all or a portion of a Revolving Facility Increase, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each applicable Lender is requested to respond. Any Revolving Credit Lender not responding within such time period increase shall be deemed to have declined to increase its applicable Tranche be a refusal of Revolving Credit Commitmentsuch request by such existing Lender. (c) The Administrative Agent following terms and conditions shall notify apply to each increase in the Revolving Credit Commitment pursuant to this Section 2.7: (i) such increase in the Revolving Credit Commitment pursuant to this Section 2.7 (and any Revolving Credit Loans made thereunder) shall constitute Obligations of the Borrower and each Revolving shall be secured and guaranteed with the other Extensions of Credit Lender of the Revolving Credit Lenders’ responses to each request made under this Section 2.14.on a pari passu basis; (dii) If a Revolving Credit Facility is increased in accordance with this Section 2.14, the Administrative Agent and the Borrower Lenders shall determine the effective date (the “Revolving Credit Increase Effective Date”) and the final allocation of such Revolving Facility Increase among the applicable Revolving Facility Increase Lenders which need not be on a ratable basis for all existing Lenders of the applicable Tranche. The Administrative Agent shall promptly notify the Revolving Credit Lenders of the final allocation of such Revolving Facility Increase and the Revolving Credit Increase Effective Date. In connection with any Revolving Facility Increase, the Lenders hereby authorize the Administrative Agent to enter into amendments (which may be executed and delivered solely by have received from the Borrower an Officer’s Compliance Certificate, in form and substance reasonably satisfactory to the Administrative Agent) to this Agreement and the other Loan Documents with the Borrower as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower in order to reflect any technical changes necessary to give effect to such Revolving Facility Increase in accordance with its terms as set forth herein. (e) Such Revolving Facility Increase shall become effective, demonstrating that, as of the applicable Incremental Revolving Credit Increase Commitment Effective Date; provided that Date and after giving effect thereto and any Extensions of Credit made or to be made in connection therewith, the Borrower and its Restricted Subsidiaries are in pro forma compliance with the financial covenants set forth in Article IX; (iiii) no Default or Event of Default shall have occurred and be continuing as of the applicable Incremental Revolving Credit Commitment Effective Date or would result after giving effect to such increase in the Revolving Facility Increase Credit Commitment pursuant to this Section 2.7; (iv) the representations and warranties made by each Credit Party in this Agreement and the other Loan Documents shall be true and correct on and as of the applicable Incremental Revolving Credit Commitment Effective Date with the same effect as if made on and as of such date (other than those representations and warranties that by their terms speak as of a particular date, which representations and warranties shall be true and correct as of such particular date); (v) the Administrative Agent shall have received a resolution duly adopted by the board of directors of each Credit Party authorizing such increase in the Revolving Credit Commitment pursuant to this Section 2.7; (vi) in no event shall the aggregate amount of all increases in the Revolving Credit Commitment pursuant to this Section 2.7 (including the requested increase) plus the aggregate amount of all Incremental Term Loans made pursuant to Section 2.8, exceed $300,000,000; (vii) the amount of such increase in the Revolving Credit Commitment pursuant to this Section 2.7 shall not be less than a minimum principal amount of $15,000,000, or, if less, the remaining amount permitted pursuant to clause (vii) above; (viii) the Borrower and each Incremental Revolving Credit Lender shall execute and deliver a Lender Addition and Acknowledgement Agreement to the Administrative Agent for its acceptance and recording in the case of a Revolving Facility Increase incurred to finance a Permitted AcquisitionRegister, the condition set forth in this clause (i) which shall be limited to Specified Events of Default (acknowledged by the Administrative Agent and not any other event of default)), (ii) after giving effect to the making of any Revolving Credit Loans or the effectiveness of any Revolving Facility Increase, the conditions set forth in Section 4.02(a) each Subsidiary Guarantor and shall be satisfied (or, in the case of an Revolving Facility Increase incurred to finance a Permitted Acquisition, the condition set forth in this clause (ii) shall be limited to the Specified Representations (and not any other representations or warranties) (conformed as necessary for such acquisition); (iii) the Revolving Facility Increase shall be effected pursuant to one or more joinder agreements (in form and substance reasonably satisfactory to the Administrative Agent; (ix) executed and delivered by the Borrower and the Revolving Facility Increase Lenders, and to the extent applicable, the Administrative Agent and the L/C Issuer, and each of which shall be recorded in the Register, (iv) the Borrower shall have delivered a certificate of the Borrower dated as of the Revolving Credit Increase Effective Date signed by a Responsible Officer of the Borrower certifying that the conditions precedent set forth in subclauses (i) and (ii) have been satisfied and that the Borrower is in Pro Forma Compliance with the Maximum Senior Secured Net Leverage Requirement, to the extent applicable, and the financial covenant set forth in Section 7.11, (v) the Borrower shall be in Pro Forma Compliance with the Maximum Senior Secured Net Leverage Requirement, to the extent applicable, and the financial covenant set forth in Section 7.11 (such compliance to be determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or (b) (or, prior to the first delivery thereof, on the basis of the financial information set forth in the Borrower’s most recent filed Form 10-K)) as though such incurrence or acquisition had been consummated as of the first day of the applicable Test Period), (vi) to the extent reasonably requested by the Administrative Agent, the Administrative Agent shall have received legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent any documents or information in all material respects connection with those delivered on the Closing Date under Section 4.01 with respect to the Borrower and all applicable Material Subsidiary Guarantors (other than changes to such legal opinions resulting from a change in Law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent) and evidencing the approval of such Revolving Facility Increase by the Borrower and each Material Subsidiary Guarantor and (vii) all fees and expenses owing in respect of such Revolving Facility Increase to the Administrative Agent and the applicable Lenders shall have been paid. On the Revolving Credit Increase Effective Date, the Borrower shall prepay any Revolving Credit Loans or L/C Advances outstanding on the Revolving Credit Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Revolving Credit Loans or L/C Advances, as the case may be, ratable with any revised Pro Rata Share of a Revolving Credit Lender in respect of the Tranche subject to such Revolving Facility Increase arising from any nonratable increase in the Revolving Credit Commitments under such Tranche Commitment pursuant to this Section.Section 2.7 as it may request in its reasonable discretion; and (fx) Any Revolving Facility Increase shall be on the same terms and pursuant to the same documentation as the Tranche or Tranches, as applicable, of outstanding Revolving Credit Loans and Revolving Credit Commitments increased thereby as Commitment Percentages of L/C Obligations will be reallocated by the Administrative Agent on the applicable Incremental Revolving Credit Increase Commitment Effective Date (including among the Lenders in accordance with respect to upfront fees, OID or similar fees required to consummate such Revolving Facility Increase); provided that it is agreed that the Applicable Rate of the applicable existing Tranche of their revised Revolving Credit Commitments may be increased Commitment Percentages (and the Lenders agree to equal make all payments and adjustments necessary to effect such reallocation and the Applicable Rate of Borrower shall pay any and all costs required pursuant to Section 4.9 in connection with such increased Tranche of Revolving Credit Commitments to satisfy the requirements of this clause (f)reallocation as if such reallocation were a repayment). (gd) Notwithstanding anything the provisions of Section 13.2 to the contrary contained hereincontrary, there the Administrative Agent is hereby authorized to execute and deliver amendment documentation evidencing such amendments (or any other amendments necessary to effectuate the proposed increase in the Revolving Credit Commitment pursuant to this Section 2.7 on the terms set forth above) on behalf of the Lenders; provided that such amendment shall be no more than ten not modify this Agreement or any other Loan Document in any manner materially adverse to any Lender without the consent of such Lenders adversely affected thereby in accordance with Section 13.2 hereof. (10e) Upon the execution, delivery, acceptance and recording of the applicable Lender Addition and Acknowledgment Agreement, from and after the applicable Incremental Revolving Facility Increases under Credit Commitment Effective Date, (i) each Incremental Revolving Credit Lender shall have a Revolving Credit Commitment as set forth in the Register and all the rights and obligations of a Lender with a Revolving Credit Commitment hereunder and (ii) all Revolving Credit Loans made on account of any increase in the Revolving Credit Commitment pursuant to this AgreementSection 2.7 shall bear interest at the rate applicable to the Revolving Credit Loans immediately prior to giving effect to such increase in the Revolving Credit Commitment pursuant to this Section 2.7. (f) The Administrative Agent shall maintain a copy of each Lender Addition and Acknowledgment Agreement delivered to it in accordance with Section 13.10(c).

Increase in Revolving Credit Facility. (ai) The Borrower may from time to timeProvided no Default or Event of Default has occurred and is continuing, upon written notice by the Borrower to the Administrative Agent specifying (which shall promptly notify the proposed amount thereofRevolving Credit Lenders), the Administrative Borrower may, not more than four (4) times (including all such requests made pursuant to Section 2.16(b) below) over the term of this Agreement, request an increase, from any Lender or any Additional Lender, increase in any Tranche of the Revolving Credit Commitments (each, a “Revolving Facility Increase”) (which shall be on the same terms as, and become part of, the applicable Tranche of Revolving Credit Commitments (except as otherwise provided in clause (f)) by an aggregate principal amount (for all such requests) not to exceed, at the time exceed $150,000,000 (any such increase in the Revolving Facility Increase becomes effective and assuming any such Credit Facility, an “Incremental Revolving Facility Increase is fully drawn, the Incremental AmountCredit Commitment”); provided that (i) any such request for a Revolving Facility Increase an increase shall be in a minimum amount of $25,000,000, (ii) in no event shall the lesser of Revolving Credit Facility (xafter giving effect to all requested increases therein) exceed $5,000,000 350,000,000 and (yiii) in no event shall the entire aggregate amount of any increases in respect of the Revolving Credit Facility Increase that may be requested effected under this Section 2.14. (b) Each such notice shall specify 2.16(a), plus the identity aggregate amount of each Lender or other Person that is an Eligible Assignee (each, a “Revolving Facility Increase Lender”) to whom the Borrower proposes any portion of such Revolving Facility Increase be allocated and the proposed amounts of such allocation; provided that (w) any Lender approached to provide all or a portion increases in respect of the Revolving Term Facility Increase may elect or decline, in its sole discretion, to increase its applicable Tranche of Revolving Credit Commitments (it being understood that there is no obligation to approach any existing Lenders to provide any portion of the Revolving Facility Increase) and (x) the Administrative Agent, the L/C Issuer and the Swing Line Lender shall have the right to consent (each such consent not to be unreasonably conditioned, withheld or delayed) to such Person’s providing such portion of the Revolving Facility Increase if such consent of the Administrative Agent, the L/C Issuer and the Swing Line Lender would be required effected under Section 10.07 for an assignment of Revolving Credit Loans or Revolving Credit Commitments to such Person2.16(b) exceed $150,000,000. At the time of sending such notice to any existing Lenders that are approached to provide all or a portion of a Revolving Facility Increasenotice, the Administrative Borrower (in consultation with the Administrative Agent) shall specify the time period within which each applicable Lender is requested to respondrespond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Lenders). (ii) Each Revolving Credit Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Revolving Credit Commitment and, if so, whether by an amount equal to, greater than, or less than its Applicable Revolving Credit Percentage of such requested increase. Any Revolving Credit Lender not responding within such time period shall be deemed to have declined to increase its applicable Tranche of Revolving Credit Commitment. (ciii) The Administrative Agent shall notify the Administrative Borrower and each Revolving Credit Lender of the Revolving Credit Lenders’ responses to each request made under this Section 2.14. hereunder. To achieve the full amount of a requested increase and subject to the approval of the Administrative Agent, the Letter of Credit Issuer and the Swing Line Lender (dwhich approvals shall not be unreasonably withheld or delayed), the Administrative Borrower may also invite (subject to each Swiss Borrower being in compliance with the Ten Non-Bank Rule and the Twenty Non-Bank Rule, taking into consideration the relevant additional Eligible Assignee) If a additional Eligible Assignees (together with any existing Revolving Credit Facility is increased Lender participating in accordance with this Section 2.14any such increase, each, an “Increasing Revolver Lender”) to become Revolving Credit Lenders pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel. Nothing contained herein shall constitute, or otherwise be deemed to be, a commitment on the part of any Revolving Credit Lender to increase its Revolving Credit Commitment hereunder. (iv) The Administrative Agent and the Administrative Borrower shall determine (A) the final allocation of such increase among Increasing Revolver Lenders and Schedule 2.01 attached hereto shall be automatically updated to reflect the same and (B) the effective date (the “Revolving Credit Facility Increase Effective Date”) and the final allocation of any such Revolving Facility Increase among the applicable Revolving Facility Increase Lenders which need not be on a ratable basis for all existing Lenders of the applicable Trancheincrease. The Administrative Agent shall promptly notify the Administrative Borrower and the Revolving Credit Lenders of the final allocation of such Revolving Facility Increase and the Revolving Credit Increase Effective Date. In connection with any Revolving Facility Increase, the Lenders hereby authorize the Administrative Agent to enter into amendments (which may be executed and delivered solely by the Borrower and the Administrative Agent) to this Agreement and the other Loan Documents with the Borrower as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower in order to reflect any technical changes necessary to give effect to such Revolving Facility Increase in accordance with its terms as set forth herein. (e) Such Revolving Facility Increase shall become effective, as of the applicable Revolving Credit Increase Effective Date; provided that (i) no Default or Event of Default shall have occurred and be continuing or would result after giving effect to such Revolving Facility Increase (or, in the case of a Revolving Facility Increase incurred to finance a Permitted Acquisition, the condition set forth in this clause (i) shall be limited to Specified Events of Default (and not any other event of default)), (ii) after giving effect to the making of any Revolving Credit Loans or the effectiveness of any Revolving Facility Increase, the conditions set forth in Section 4.02(a) shall be satisfied (or, in the case of an Revolving Facility Increase incurred to finance a Permitted Acquisition, the condition set forth in this clause (ii) shall be limited to the Specified Representations (and not any other representations or warranties) (conformed as necessary for such acquisition); (iii) the Revolving Facility Increase shall be effected pursuant to one or more joinder agreements (in form and substance reasonably satisfactory to the Administrative Agent) executed and delivered by the Borrower increase and the Revolving Facility Increase Lenders, and to the extent applicable, the Administrative Agent and the L/C Issuer, and each of which shall be recorded in the Register, (iv) the Borrower shall have delivered a certificate of the Borrower dated as of the Revolving Credit Increase Effective Date signed by a Responsible Officer of the Borrower certifying that the conditions precedent set forth in subclauses (i) and (ii) have been satisfied and that the Borrower is in Pro Forma Compliance with the Maximum Senior Secured Net Leverage Requirement, to the extent applicable, and the financial covenant set forth in Section 7.11, (v) the Borrower shall be in Pro Forma Compliance with the Maximum Senior Secured Net Leverage Requirement, to the extent applicable, and the financial covenant set forth in Section 7.11 (such compliance to be determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or (b) (or, prior to the first delivery thereof, on the basis of the financial information set forth in the Borrower’s most recent filed Form 10-K)) as though such incurrence or acquisition had been consummated as of the first day of the applicable Test Period), (vi) to the extent reasonably requested by the Administrative Agent, the Administrative Agent shall have received legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent in all material respects with those delivered on the Closing Date under Section 4.01 with respect to the Borrower and all applicable Material Subsidiary Guarantors (other than changes to such legal opinions resulting from a change in Law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent) and evidencing the approval of such Revolving Facility Increase by the Borrower and each Material Subsidiary Guarantor and (vii) all fees and expenses owing in respect of such Revolving Facility Increase to the Administrative Agent and the applicable Lenders shall have been paid. On the Revolving Credit Increase Effective Date, the Borrower shall prepay any Revolving Credit Loans or L/C Advances outstanding on the Revolving Credit Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Revolving Credit Loans or L/C Advances, as the case may be, ratable with any revised Pro Rata Share of a Revolving Credit Lender in respect of the Tranche subject to such Revolving Facility Increase arising from any nonratable increase in the Revolving Credit Commitments under such Tranche pursuant to this Section. (f) Any Revolving Facility Increase shall be on the same terms and pursuant to the same documentation as the Tranche or Tranches, as applicable, of Revolving Credit Loans and Revolving Credit Commitments increased thereby as of the Revolving Credit Increase Effective Date (including with respect to upfront fees, OID or similar fees required to consummate such Revolving Facility Increase); provided that it is agreed that the Applicable Rate of the applicable existing Tranche of Revolving Credit Commitments may be increased to equal the Applicable Rate of such increased Tranche of Revolving Credit Commitments to satisfy the requirements of this clause (f)). (g) Notwithstanding anything to the contrary contained herein, there shall be no more than ten (10) Revolving Facility Increases under this Agreement.

Increase in Revolving Credit Facility. (a) The As an alternative or in addition to Section 2.8 below, subject to the conditions set forth below, at any time prior to the Revolving Credit Maturity Date, the Borrower may from time shall have the right to timerequest, upon not less than thirty (30) days’ prior written notice by the Borrower (an “Incremental Revolving Credit Commitment Notification”) to the Administrative Agent specifying Agent, an increase in the proposed amount thereof, request an increase, from any Lender or any Additional Lender, in any Tranche of Revolving Credit Commitments (each, a “Revolving Facility Increase”) (which shall be on the same terms as, and become part of, the applicable Tranche of Revolving Credit Commitments (except as otherwise provided Commitment in clause (f)) by an aggregate principal amount not to exceed, at the time the Revolving Facility Increase becomes effective and assuming any such Revolving Facility Increase is fully drawn, the Incremental Amount; provided that any such request for a Revolving Facility Increase shall be in a minimum amount of the lesser of (x) $5,000,000 and (y) the entire amount of any Revolving Facility Increase that as may be requested under this Section 2.14specified by the Borrower. Such Incremental Revolving Credit Commitment Notification shall specify the applicable Incremental Revolving Credit Commitment Effective Date. (b) Each Increases in the Revolving Credit Commitment pursuant to this Section 2.7 shall be obtained from existing Lenders or from other banks, financial institutions or investment funds that qualify as Eligible Assignees (each such notice shall specify the identity of each Lender other bank, financial institution or other Person that is an Eligible Assignee (eachinvestment fund, a “New Revolving Facility Increase Credit Lender”) to whom ” and, collectively with the Borrower proposes any portion of such Revolving Facility Increase be allocated and the proposed amounts of such allocation; provided that (w) any Lender approached to provide all or existing Lenders providing a portion of the proposed increase in the Revolving Facility Increase may elect or declineCredit Commitment pursuant to this Section 2.7, in its sole discretion, the “Incremental Revolving Credit Lenders”); provided that no existing Lender shall have any obligation to increase its applicable Tranche of Revolving Credit Commitments (it being understood that there is no obligation Commitment pursuant to approach this Section 2.7 and the failure by any existing Lenders Lender to provide any portion of the Revolving Facility Increase) and (x) the Administrative Agent, the L/C Issuer and the Swing Line Lender shall have the right respond to consent (each a request for such consent not to be unreasonably conditioned, withheld or delayed) to such Person’s providing such portion of the Revolving Facility Increase if such consent of the Administrative Agent, the L/C Issuer and the Swing Line Lender would be required under Section 10.07 for an assignment of Revolving Credit Loans or Revolving Credit Commitments to such Person. At the time of sending such notice to any existing Lenders that are approached to provide all or a portion of a Revolving Facility Increase, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each applicable Lender is requested to respond. Any Revolving Credit Lender not responding within such time period increase shall be deemed to have declined to increase its applicable Tranche be a refusal of Revolving Credit Commitmentsuch request by such existing Lender. (c) The Administrative Agent following terms and conditions shall notify apply to each increase in the Revolving Credit Commitment pursuant to this Section 2.7: (i) such increase in the Revolving Credit Commitment pursuant to this Section 2.7 (and any Revolving Credit Loans made thereunder) shall constitute Obligations of the Borrower and each Revolving shall be secured and guaranteed with the other Extensions of Credit Lender of the Revolving Credit Lenders’ responses to each request made under this Section 2.14.on a pari passu basis; (dii) If a Revolving Credit Facility is increased in accordance with this Section 2.14, the Administrative Agent and the Borrower Lenders shall determine the effective date (the “Revolving Credit Increase Effective Date”) and the final allocation of such Revolving Facility Increase among the applicable Revolving Facility Increase Lenders which need not be on a ratable basis for all existing Lenders of the applicable Tranche. The Administrative Agent shall promptly notify the Revolving Credit Lenders of the final allocation of such Revolving Facility Increase and the Revolving Credit Increase Effective Date. In connection with any Revolving Facility Increase, the Lenders hereby authorize the Administrative Agent to enter into amendments (which may be executed and delivered solely by have received from the Borrower an Officer’s Compliance Certificate, in form and substance reasonably satisfactory to the Administrative Agent) to this Agreement and the other Loan Documents with the Borrower as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower in order to reflect any technical changes necessary to give effect to such Revolving Facility Increase in accordance with its terms as set forth herein. (e) Such Revolving Facility Increase shall become effective, demonstrating that, as of the applicable Incremental Revolving Credit Increase Commitment Effective Date; provided that Date and after giving effect thereto and any Extensions of Credit made or to be made in connection therewith, the Borrower and its Restricted Subsidiaries are in pro forma compliance with the financial covenants set forth in Article IX; (iiii) no Default or Event of Default shall have occurred and be continuing as of the applicable Incremental Revolving Credit Commitment Effective Date or would result after giving effect to such increase in the Revolving Facility Increase Credit Commitment pursuant to this Section 2.7; (iv) the representations and warranties made by each Credit Party in this Agreement and the other Loan Documents shall be true and correct on and as of the applicable Incremental Revolving Credit Commitment Effective Date with the same effect as if made on and as of such date (other than those representations and warranties that by their terms speak as of a particular date, which representations and warranties shall be true and correct as of such particular date); (v) the Administrative Agent shall have received a resolution duly adopted by the board of directors of each Credit Party authorizing such increase in the Revolving Credit Commitment pursuant to this Section 2.7; (vi) in no event shall the aggregate amount of all increases in the Revolving Credit Commitment pursuant to this Section 2.7 (including the requested increase) plus the aggregate amount of all Incremental Term Loans made pursuant to Section 2.8, in each case after the Closing Date, exceed $350,000,000; (vii) the amount of such increase in the Revolving Credit Commitment pursuant to this Section 2.7 shall not be less than a minimum principal amount of $15,000,000, or, if less, the remaining amount permitted pursuant to clause (vi) above; (viii) the Borrower and each Incremental Revolving Credit Lender shall execute and deliver a Lender Addition and Acknowledgement Agreement to the Administrative Agent for its acceptance and recording in the case of a Revolving Facility Increase incurred to finance a Permitted AcquisitionRegister, the condition set forth in this clause (i) which shall be limited to Specified Events of Default (acknowledged by the Administrative Agent and not any other event of default)), (ii) after giving effect to the making of any Revolving Credit Loans or the effectiveness of any Revolving Facility Increase, the conditions set forth in Section 4.02(a) each Subsidiary Guarantor and shall be satisfied (or, in the case of an Revolving Facility Increase incurred to finance a Permitted Acquisition, the condition set forth in this clause (ii) shall be limited to the Specified Representations (and not any other representations or warranties) (conformed as necessary for such acquisition); (iii) the Revolving Facility Increase shall be effected pursuant to one or more joinder agreements (in form and substance reasonably satisfactory to the Administrative Agent; (ix) executed and delivered by the Borrower and the Revolving Facility Increase Lenders, and to the extent applicable, the Administrative Agent and the L/C Issuer, and each of which shall be recorded in the Register, (iv) the Borrower shall have delivered a certificate of the Borrower dated as of the Revolving Credit Increase Effective Date signed by a Responsible Officer of the Borrower certifying that the conditions precedent set forth in subclauses (i) and (ii) have been satisfied and that the Borrower is in Pro Forma Compliance with the Maximum Senior Secured Net Leverage Requirement, to the extent applicable, and the financial covenant set forth in Section 7.11, (v) the Borrower shall be in Pro Forma Compliance with the Maximum Senior Secured Net Leverage Requirement, to the extent applicable, and the financial covenant set forth in Section 7.11 (such compliance to be determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or (b) (or, prior to the first delivery thereof, on the basis of the financial information set forth in the Borrower’s most recent filed Form 10-K)) as though such incurrence or acquisition had been consummated as of the first day of the applicable Test Period), (vi) to the extent reasonably requested by the Administrative Agent, the Administrative Agent shall have received legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent any documents or information in all material respects connection with those delivered on the Closing Date under Section 4.01 with respect to the Borrower and all applicable Material Subsidiary Guarantors (other than changes to such legal opinions resulting from a change in Law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent) and evidencing the approval of such Revolving Facility Increase by the Borrower and each Material Subsidiary Guarantor and (vii) all fees and expenses owing in respect of such Revolving Facility Increase to the Administrative Agent and the applicable Lenders shall have been paid. On the Revolving Credit Increase Effective Date, the Borrower shall prepay any Revolving Credit Loans or L/C Advances outstanding on the Revolving Credit Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Revolving Credit Loans or L/C Advances, as the case may be, ratable with any revised Pro Rata Share of a Revolving Credit Lender in respect of the Tranche subject to such Revolving Facility Increase arising from any nonratable increase in the Revolving Credit Commitments under such Tranche Commitment pursuant to this Section.Section 2.7 as it may request in its reasonable discretion; (fx) Any Revolving Facility Increase shall be on the same terms and pursuant to the same documentation as the Tranche or Tranches, as applicable, of outstanding Revolving Credit Loans and Revolving Credit Commitments increased thereby Commitment Percentages of L/C Obligations will be reallocated by the Administrative Agent on the applicable Incremental Revolving Credit Commitment Effective Date among the Lenders in accordance with their revised Revolving Credit Commitment Percentages (and the Lenders agree to make all payments and adjustments necessary to effect such reallocation and the Borrower shall pay any and all costs required pursuant to Section 4.9 in connection with such reallocation as of if such reallocation were a repayment); and (xi) each increase in the Revolving Credit Increase Effective Date (Commitment shall have the same terms, including with respect to upfront interest rate and unused fees, OID as the existing Revolving Credit Commitment. (d) Notwithstanding the provisions of Section 13.2 to the contrary, the Administrative Agent is hereby authorized to execute and deliver amendment documentation evidencing such amendments (or similar fees required any other amendments necessary to consummate such effectuate the proposed increase in the Revolving Facility Increase)Credit Commitment pursuant to this Section 2.7 on the terms set forth above) on behalf of the Lenders; provided that it is agreed that such amendment shall not modify this Agreement or any other Loan Document in any manner materially adverse to any Lender without the Applicable Rate consent of such Lenders adversely affected thereby in accordance with Section 13.2. (e) Upon the execution, delivery, acceptance and recording of the applicable existing Tranche of Lender Addition and Acknowledgment Agreement, from and after the applicable Incremental Revolving Credit Commitments may be increased to equal the Applicable Rate of such increased Tranche of Commitment Effective Date, (i) each Incremental Revolving Credit Commitments Lender shall have a Revolving Credit Commitment as set forth in the Register and all the rights and obligations of a Lender with a Revolving Credit Commitment hereunder and (ii) all Revolving Credit Loans made on account of any increase in the Revolving Credit Commitment pursuant to satisfy this Section 2.7 shall bear interest at the requirements of rate applicable to the Revolving Credit Loans immediately prior to giving effect to such increase in the Revolving Credit Commitment pursuant to this clause (f))Section 2.7. (gf) Notwithstanding anything The Administrative Agent shall maintain a copy of each Lender Addition and Acknowledgment Agreement delivered to the contrary contained herein, there shall be no more than ten (10) Revolving Facility Increases under this Agreementit in accordance with Section 13.10(c).

Increase in Revolving Credit Facility. (a) The Provided there exists no Event of Default at such time, upon written notice to the Administrative Agent, the Borrower may from time to time elect to request, prior to the Maturity Date, an increase in the existing Revolving Credit Facility or the establishment of a new Revolving Credit Facility (provided that there shall be no more than two Revolving Credit Facilities in effect at any time) (the “Incremental Revolving Credit Commitments”) and/or to incur new term loan commitments (the “Incremental Term Loan Commitments” and, upon written notice together with the Increment Revolving Credit Commitments, the “Incremental Commitments”), by an amount determined by the Borrower to (for all such requests taken together) not exceeding (i) in the Administrative Agent specifying the proposed amount thereof, request an increase, from any Lender or any Additional Lender, in any Tranche case of Incremental Revolving Credit Commitments Commitments, $200,000,000 and (each, a “Revolving Facility Increase”ii) (which shall be on in the same terms as, and become part ofcase of Incremental Term Loan Commitments, the applicable Tranche greater of Revolving Credit Commitments (except as otherwise provided in clause x) $230,000,000 and (f)y) the Borrower Cash Flow for the most recently ended Measurement Period multiplied by an two minus (z) the aggregate principal amount of any Incremental Equivalent Debt incurred pursuant to Section 7.02(p); provided that the amount incurred pursuant to clause (y) shall not to exceed, at exceed $500,000,000 in the time aggregate (the Revolving “Incremental Term Loan Facility Increase becomes effective and assuming any such Revolving Facility Increase is fully drawn, the Incremental Amount”); provided that any such request for a Revolving Facility Increase Incremental Commitments shall be in a minimum amount of the lesser of (x) $5,000,000 and (y) the entire amount of any Revolving Facility Increase that may be requested under this Section 2.1410,000,000. (b) Each such notice shall specify (i) the date (each, an “Increase Effective Date”) on which the Borrower proposes that the Incremental Revolving Credit Commitments or Incremental Term Loan Commitments, as applicable, shall be effective, which shall be a date not less than five (5) Business Days after the date on which such notice is delivered to the Administrative Agent (unless the Administrative Agent otherwise agrees to a shorter period) and (ii) the identity of each Lender or other Person that is (which shall be an Eligible Assignee Assignee) (each, a an “Incremental Revolving Facility Increase Credit Lender”” or “Incremental Term Loan Lender,” as applicable) to whom the Borrower proposes any portion of such Incremental Revolving Facility Increase Credit Commitments or Incremental Term Loan Commitments, as applicable, be allocated and the proposed amounts of such allocationallocations; provided that (w) any Lender approached to provide all or a portion of the Incremental Revolving Facility Increase Credit Commitments or Incremental Term Loan Commitments, as applicable, may elect or decline, in its sole discretion, to increase its applicable Tranche provide an Incremental Revolving Credit Commitment or Incremental Term Loan Commitment. Any Incremental Term Loans made on an Increase Effective Date shall be designated as a separate series (a “Series”) of Incremental Term Loans for all purposes of this Agreement or, if made on terms identical to any existing Series of Incremental Term Loans, may constitute a part of such Series of Incremental Term Loans. The Borrower may designate any Incremental Revolving Credit Commitments (it being understood that there is no obligation to approach any existing Lenders to provide any portion of the Revolving Facility Increase) and (x) the Administrative Agent, the L/C Issuer and the Swing Line Lender shall have the right to consent (each such consent not to be unreasonably conditioned, withheld or delayed) to such Person’s providing such portion of the Revolving Facility made on an Increase if such consent of the Administrative Agent, the L/C Issuer and the Swing Line Lender would be required under Section 10.07 for an assignment of Effective Date as a separate Revolving Credit Loans or Facility for all purposes of this Agreement or, if made on terms identical to an existing Revolving Credit Facility, such Incremental Revolving Credit Commitments to may constitute a part of such Person. At the time of sending such notice to any existing Lenders that are approached to provide all or a portion of a Revolving Facility Increase, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each applicable Lender is requested to respond. Any Revolving Credit Lender not responding within such time period Facility; provided that there shall be deemed to have declined to increase its applicable Tranche of no more than two Revolving Credit CommitmentFacilities in effect at any time. (c) The Administrative Agent shall promptly notify the Borrower and the Lenders of (x) the Incremental Revolving Credit Commitments and the Incremental Revolving Credit Lenders or the Incremental Term Loan Commitments and the Incremental Term Loan Lenders, as applicable and (y) in the case of each notice to any Revolving Credit Lender, the respective interests in such Revolving Credit Lender’s Revolving Credit Loans, in each case subject to the assignments contemplated by this Section 2.13. Each Incremental Revolving Credit Lender of and Incremental Term Loan Lender shall be subject to the Revolving Credit Lenders’ responses to each request made under this requirements set forth in Section 2.143.01. (d) If On any Increase Effective Date on which Incremental Revolving Credit Commitments are effected pursuant to an increase to the existing Revolving Credit Facility, subject to the satisfaction of the terms and conditions in this Section 2.13, (i) each of the existing Revolving Credit Lenders shall assign to each of the Incremental Revolving Credit Lenders, and each of the Incremental Revolving Credit Lenders shall purchase from each of the existing Revolving Credit Lenders, at the principal amount thereof (together with accrued interest), such interests in the Revolving Credit Loans outstanding on such Increase Effective Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Credit Loans will be held by existing Revolving Credit Lenders and such Incremental Revolving Credit Lenders ratably in accordance with their Revolving Credit Commitments after giving effect to the addition of such Incremental Revolving Credit Commitments to the Revolving Credit Commitments, (ii) each Incremental Revolving Credit Commitment shall be deemed for all purposes a Revolving Credit Facility is increased in accordance with this Section 2.14, the Administrative Agent Commitment and the Borrower shall determine the effective date (the “each Incremental Revolving Credit Increase Effective Date”) and the final allocation of such Revolving Facility Increase among the applicable Revolving Facility Increase Lenders which need not Loan made thereunder shall be on a ratable basis deemed, for all existing Lenders of purposes, a Revolving Credit Loan and (iii) each Incremental Revolving Credit Lender shall become a Revolving Credit Lender with respect to the applicable TrancheIncremental Revolving Credit Commitment and all matters relating thereto. The Administrative Agent shall promptly notify the Incremental Revolving Credit Lenders of the final allocation of such Revolving Facility Increase and the Commitments shall become Revolving Credit Increase Effective DateCommitments under this Agreement pursuant to an Incremental Amendment and, as appropriate, amendments to the other Loan Documents. In connection with Such amendment may, without the consent of any other Revolving Facility IncreaseCredit Lender, the Lenders hereby authorize the Administrative Agent to enter into effect such amendments (which may be executed and delivered solely by the Borrower and the Administrative Agent) to this Agreement and the other Loan Documents with the Borrower as may be necessary or appropriate necessary, in the reasonable opinion of the Administrative Agent and the Borrower in order Borrower, to reflect any technical changes necessary to give effect to such Revolving Facility Increase in accordance with its terms as set forth hereinthe provisions of this Section 2.13. (e) Such On any Increase Effective Date on which a separate Class of Incremental Revolving Facility Increase Credit Loans shall become effective, (i) all outstanding Revolving Credit Loans then outstanding under any Revolving Credit Facility on such date shall be prepaid on such date (and may, subject to the satisfaction of the condition set forth herein, be reborrowed on such date (provided that such Borrowing shall be made on a ratable basis across all Revolving Credit Facilities)) and (ii) subject to the satisfaction of terms and conditions to be mutually agreed between the Administrative Agent and the Incremental Revolving Credit Lenders providing such Incremental Revolving Credit Commitments (and including the terms and conditions in this Section 2.13), (x) each Incremental Revolving Credit Lender of such Class shall agree to make Incremental Revolving Credit Loans to the Borrower from time to time in an amount equal to its Incremental Revolving Credit Commitment and (y) each Incremental Revolving Credit Lender of such Class shall become a Lender hereunder with respect to its Incremental Revolving Credit Commitment of such Class and the Incremental Revolving Credit Loans made pursuant thereto. (f) On any Increase Effective Date on which any Incremental Term Loan Commitments of any Series are effective, subject to the satisfaction of terms and conditions to be mutually agreed between the Administrative Agent and the Incremental Term Loan Lenders providing such Incremental Term Loans (and including the terms and conditions in this Section 2.13), (i) each Incremental Term Loan Lender of such Series shall make a Loan to the Borrower (an “Incremental Term Loan”) in an amount equal to its Incremental Term Loan Commitment of such Series and (ii) each Incremental Term Loan Lender of such Series shall become a Lender hereunder with respect to its Incremental Term Loan Commitment and the Incremental Term Loans of such Series made pursuant thereto. (g) The terms and provisions of the Incremental Revolving Credit Loans, Incremental Revolving Credit Commitments, Incremental Term Loans and Incremental Term Loan Commitments of any Series shall be, (i) except as otherwise set forth herein, as agreed in the Incremental Amendment and, as appropriate, any necessary amendments to the other Loan Documents, executed by the Borrower, the applicable Incremental Revolving Credit Lenders and Incremental Term Loan Lenders providing such Incremental Revolving Credit Commitments and Incremental Term Loan Commitments, respectively, and the Administrative Agent and (ii) subject to the limitations in clauses (A) and (B) below, not more restrictive, taken as a whole, to the Borrower and the other Loan Parties than those applicable to any other Facility at the time of incurrence of such Incremental Facility, unless such other terms (1) apply only after the Latest Maturity Date of each other Facility at the time of incurrence of such Incremental Facility, (2) shall also apply to the existing Revolving Credit Facility (which such application shall not require the consent of the Revolving Credit Lenders or the Administrative Agent if so reasonably determined by the Borrower) or (3) in the case of Incremental Term Loans and Incremental Term Loan Commitments, relate only to mandatory prepayments, premiums (including make-whole provisions), interest, fees or (subject to the foregoing) maturity or amortization. In any event, (A) the Weighted Average Life to Maturity of all Incremental Loans of any Class or Series shall be no shorter than 75% of the remaining time to the Latest Maturity Date of the Revolving Credit Facility in effect at the time of incurrence thereof, (B) the applicable Maturity Date for any such Incremental Facility shall be no shorter than the Latest Maturity Date of the existing Revolving Credit Facility at the time of incurrence of such Incremental Loans, (C) any Incremental Revolving Credit Commitments (and the Revolving Credit Loans made thereunder) included in an existing Revolving Credit Facility shall have the same terms as the Revolving Credit Commitments and Revolving Credit Loans of such Revolving Credit Facility, (D) any Incremental Revolving Credit Commitments and Incremental Revolving Credit Loans that will constitute a separate Revolving Credit Facility may have different terms than the existing Revolving Credit Facility and (E) the establishment of a Revolving Credit Facility with a later Maturity Date than the existing Revolving Credit Facility shall not affect the Letter of Credit Expiration Date unless expressly agreed in writing by the applicable L/C Issuer and the Incremental Revolving Credit Lenders providing such Incremental Revolving Credit Commitments. (h) Each Incremental 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 opinion of the Administrative Agent, the Borrower and the lenders providing the relevant Incremental Facility, to effect the provisions of this Section 2.13 (including, in the case of any Incremental Term Loans or Incremental Term Loan Commitments, to provide for additional mandatory prepayments not already included herein and debt buyback provisions on customary terms). (i) As a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent (x) reaffirmation agreements of the Loan Parties which reaffirm the Guaranty and Liens provided pursuant to the Loan Documents and (y) a certificate of each Loan Party dated as of the applicable Revolving Credit Increase Effective Date; provided that Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) no Default certifying and attaching the resolutions adopted by such Loan Party approving or Event consenting to such increase and (ii) in the case of Default shall have occurred the Borrower, certifying that, before and be continuing or would result after giving effect to such Revolving Facility increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (except to the extent any such representation and warranty itself is qualified by “materiality”, “Material Adverse Effect” or any similar qualifier, in which case, it shall be true and correct in all respects) on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.13, the representations and warranties contained in subsections (ora) 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; provided that to the extent that such Incremental Term Commitments will be used concurrently with the initial provision of such commitment to finance any Investment permitted pursuant to Section 7.03(g), then such representations and warranties shall be limited to customary “SunGard” representations and warranties (including those with respect to the target contained in the acquisition or merger agreement to the extent failure of such representations and warranties to be true and correct permits the Borrower or relevant Affiliate thereof not to consummate the transactions contemplated thereby) and (B) no Event of Default (except in the case of a Revolving Facility Increase incurred any Incremental Term Loan Commitments used concurrently with the initial provision of such commitment to finance a Permitted Acquisitionany Investment permitted pursuant to Section 7.03(g), the condition set forth in this clause (i) shall be limited to Specified Events which case no Event of Default shall exist at the time of entering into a binding agreement in respect of such Investment). The Borrower shall deliver or cause to be delivered legal opinions which are similar to those delivered on the Closing Date pursuant to Section 4.01 (and not any other event of default)), (ii) after giving effect to the making of any Revolving Credit Loans or the effectiveness of any Revolving Facility Increase, the conditions set forth in Section 4.02(a) shall be satisfied (or, in the case of an Revolving Facility Increase incurred to finance a Permitted Acquisition, the condition set forth in this clause (ii) shall be limited to the Specified Representations (and not any other representations or warrantiesa)(v) (conformed as necessary for such acquisition); (iii) the Revolving Facility Increase shall be effected pursuant to one or more joinder agreements (otherwise in form and substance reasonably satisfactory to the Administrative Agent) executed and delivered by the Borrower and the Revolving Facility Increase Lenders, and to the extent applicable, the Administrative Agent and the L/C Issuer, and each of which shall be recorded in the Register, (iv) the Borrower shall have delivered a certificate of the Borrower dated as of the Revolving Credit Increase Effective Date signed by a Responsible Officer of the Borrower certifying that the conditions precedent set forth in subclauses (i) and (ii) have been satisfied and that the Borrower is in Pro Forma Compliance with the Maximum Senior Secured Net Leverage Requirement, to the extent applicable, and the financial covenant set forth in Section 7.11, (v) the Borrower shall be in Pro Forma Compliance with the Maximum Senior Secured Net Leverage Requirement, to the extent applicable, and the financial covenant set forth in Section 7.11 (such compliance to be determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or (b) (or, prior to the first delivery thereof, on the basis of the financial information set forth in the Borrower’s most recent filed Form 10-K)) as though such incurrence or acquisition had been consummated as of the first day of the applicable Test Period), (vi) to the extent any other documents reasonably requested by the Administrative Agent, the Administrative Agent shall have received legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent in all material respects with those delivered on the Closing Date under Section 4.01 with respect to the Borrower and all applicable Material Subsidiary Guarantors (other than changes to such legal opinions resulting from a change in Law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent) and evidencing the approval of such Revolving Facility Increase by the Borrower and each Material Subsidiary Guarantor and (vii) all fees and expenses owing in respect of such Revolving Facility Increase to the Administrative Agent and the applicable Lenders shall have been paid. On the Revolving Credit Increase Effective Date, the Borrower shall prepay any Revolving Credit Loans or L/C Advances outstanding on the Revolving Credit Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Revolving Credit Loans or L/C Advances, as the case may be, ratable connection with any revised Pro Rata Share of a Revolving Credit Lender in respect of the Tranche subject to such Revolving Facility Increase arising from any nonratable increase in the Revolving Credit Commitments under such Tranche pursuant to this Sectiontransaction. (fj) Any Revolving Facility Increase This Section 2.13 shall be on the same terms and pursuant supersede any provisions in Section 2.12 or 11.01 to the same documentation as the Tranche or Tranches, as applicable, of Revolving Credit Loans and Revolving Credit Commitments increased thereby as of the Revolving Credit Increase Effective Date (including with respect to upfront fees, OID or similar fees required to consummate such Revolving Facility Increase); provided that it is agreed that the Applicable Rate of the applicable existing Tranche of Revolving Credit Commitments may be increased to equal the Applicable Rate of such increased Tranche of Revolving Credit Commitments to satisfy the requirements of this clause (f))contrary. (g) Notwithstanding anything to the contrary contained herein, there shall be no more than ten (10) Revolving Facility Increases under this Agreement.

Increase in Revolving Credit Facility. (a) The Borrower may from time to time, upon written notice by the Borrower to the Administrative Agent specifying the proposed amount thereof, request an increase, from any Lender or any Additional Lender, in any Tranche of Revolving Credit Commitments (each, a “Revolving Facility Increase”) (which shall be on the same terms as, and become part of, the applicable Tranche of Revolving Credit Commitments (except as otherwise provided in clause (f))) by an aggregate principal amount not to exceed, at the time the Revolving Facility Increase becomes effective and assuming any such Revolving Facility Increase is fully drawn, the Incremental Amount; provided that any such request for a Revolving Facility Increase shall be in a minimum amount of the lesser of (x) $5,000,000 and (y) the entire amount of any Revolving Facility Increase that may be requested under this Section 2.14. (b) Each such notice shall specify the identity of each Lender or other Person Additional Lender that is an Eligible Assignee (each, a “Revolving Facility Increase Lender”) to whom the Borrower proposes any portion of such Revolving Facility Increase be allocated and the proposed amounts of such allocation; provided that (wx) any Lender approached to provide all or a portion of the Revolving Facility Increase may elect or decline, in its sole discretion, to increase its applicable Tranche of Revolving Credit Commitments (it being understood that there is no obligation to approach any existing Lenders to provide any portion of the Revolving Facility Increase) and (xy) the Administrative Agent, the Swingline Lender and the L/C Issuer and the Swing Line Lender Issuers shall have the right to consent (each such consent not to be unreasonably conditionedwithheld, withheld conditioned or delayed) to any such PersonRevolving Facility Increase Lender’s providing such portion of the Revolving Facility Increase if such consent of the Administrative Agent, the Swingline Lender and the L/C Issuer and the Swing Line Lender would be required under Section 10.07 for an assignment of Revolving Credit Loans or Revolving Credit Commitments to such Person. At the time of sending such notice to any existing Lenders that are approached to provide all or a portion of a Revolving Facility Increase, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each applicable Lender is requested to respond. Any Revolving Credit Lender not responding within such time period shall be deemed to have declined to increase its applicable Tranche of Revolving Credit Commitment. (c) The Administrative Agent shall notify the Borrower and each Revolving Credit Lender of the Revolving Credit Lenders’ responses to each request made under this Section 2.14. (d) If a Tranche of Revolving Credit Facility Loans is increased in accordance with this Section 2.14, the Borrower, in consultation with the Administrative Agent and the Borrower Agent, shall determine the effective date (the “Revolving Credit Facility Increase Effective Date”) and the final allocation of such Revolving Facility Increase among the applicable Revolving Facility Increase Lenders Lenders, which need not be on a ratable basis for all existing Lenders of the applicable Tranche. The Administrative Agent shall promptly notify the Revolving Credit Lenders of the final allocation of any such Revolving Facility Increase and the Revolving Credit Facility Increase Effective Date. In connection with any Revolving Facility Increase, the Lenders hereby authorize the Administrative Agent to enter into amendments (which may be executed and delivered solely by the Borrower and the Administrative Agent) to this Agreement and the other Loan Documents with the Borrower as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower in order to reflect any technical changes necessary to give effect to such Revolving Facility Increase in accordance with its terms as set forth herein. (e) Such Revolving Facility Increase shall become effective, as of the applicable Revolving Credit Facility Increase Effective Date; provided that (i) no Default or Event of Default shall have occurred and be continuing or would result after giving effect to such Revolving Facility Increase (orprovided that, in the case of a if such Revolving Facility Increase is being incurred to finance in connection with a Permitted Limited Condition Acquisition, the Lenders providing such Revolving Facility Increase may agree to limit the foregoing condition set forth in this clause to provide that no Event of Default under Sections 8.01(a), (if) or (g) shall have occurred and be limited continuing or would result after giving effect to Specified Events of Default (and not any other event of default)such Revolving Facility Increase), (ii) after giving effect to the making of any Revolving Credit Loans or the effectiveness of any Revolving Facility Increase, the conditions set forth in Section 4.02(a) shall be satisfied (orprovided that, in the case of an if such Revolving Facility Increase is being incurred to finance in connection with a Permitted Limited Condition Acquisition, the Lenders providing such Revolving Facility Increase may agree to limit the foregoing condition set forth in this clause (ii) shall be limited to relate solely to the accuracy of the Specified Representations (and not any other representations or warranties) (conformed as necessary for such acquisitionthe Acquisition Agreement Representations); , (iii) after giving effect to such Revolving Facility Increase and assuming any such Revolving Facility Increase is fully drawn, the Borrower shall be in Pro Forma Compliance with the financial covenant contained in Section 7.10, (iv) the Revolving Facility Increase shall be effected pursuant to one or more joinder agreements (in form and substance reasonably satisfactory to the Administrative Agent) executed and delivered by the Borrower and the Revolving Facility Increase Lenders, and and, to the extent applicable, the Administrative Agent and Agent, the Swingline Lender, and/or the L/C Issuer, and each of which shall be recorded in the Register, (ivv) the Borrower shall have delivered a certificate of the Borrower dated as of the Revolving Credit Facility Increase Effective Date Date, signed by a Responsible Officer of the Borrower certifying that the conditions precedent set forth in the foregoing subclauses (i), (ii) and (iiiii) have been satisfied and and, if the Borrower is relying on clause (b) of the definition of Incremental Amount for purposes of incurring all or any portion of the Revolving Facility Increase, that the Borrower is in Pro Forma Compliance with the Maximum Senior Secured First Lien Net Leverage Requirement, to the extent applicable, and the financial covenant set forth in Section 7.11, (v) the Borrower shall be in Pro Forma Compliance with the Maximum Senior Secured Net Leverage Requirement, to the extent applicable, and the financial covenant set forth in Section 7.11 (such compliance to be determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or (b) (or, prior to the first delivery thereof, on the basis of the financial information Ratio requirement set forth in the Borrower’s most recent filed Form 10-K)) as though such incurrence or acquisition had been consummated as definition of the first day of the applicable Test Period)Incremental Amount, (vi) to the extent reasonably requested by the Administrative Agent, the Administrative Agent shall have received legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent in all material respects with those delivered on the Closing Date under Section 4.01 with respect to the Borrower and all other applicable Material Subsidiary Guarantors Loan Parties (other than changes to such legal opinions resulting from a change in Law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent) and evidencing the approval of such Revolving Facility Increase by the Borrower and each Material Subsidiary Guarantor all other applicable Loan Parties and (vii) all fees and expenses owing in respect of such Revolving Facility Increase to the Administrative Agent and the applicable Lenders shall have been paidpaid or shall be paid concurrently with the Revolving Facility Increase Effective Date. On the Revolving Credit Facility Increase Effective Date, the Administrative Agent shall take those steps that it and the Borrower shall prepay any Revolving Credit Loans or L/C Advances outstanding on the Revolving Credit Increase Effective Date (agree are necessary and pay any additional amounts required pursuant appropriate to Section 3.05) to the extent necessary to keep the outstanding Revolving Credit Loans or L/C Advances, as the case may be, ratable with any revised Pro Rata Share of a result in each Revolving Credit Lender in respect of the Tranche subject to such Revolving Facility Increase arising from having a pro-rata share of the outstanding Revolving Credit Loans relating to such Tranche based on each such Revolving Credit Lender’s Pro Rata Share of such Tranche immediately after giving effect to such Revolving Facility Increase, and a pro-rata share of any nonratable increase applicable participations in Swingline Loans and L/C Obligations based on each such Revolving Credit Lender’s Pro Rata Share of the Revolving Credit Commitments under Facility immediately after giving effect to such Tranche Revolving Facility Increase. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro-rata borrowing and pro-rata payment requirements contained elsewhere in this Agreement shall not apply to any transaction that may be effected pursuant to this Sectionthe immediately preceding sentence. (f) Any Revolving Facility Increase shall be on the same terms and pursuant to the same documentation as the Tranche or Tranches, as applicable, of Revolving Credit Loans and Revolving Credit Commitments increased thereby as of the Revolving Credit Facility Increase Effective Date (including with respect to upfront fees, OID or similar fees required to consummate such Revolving Facility Increase)Date; provided that it is agreed that the Applicable Rate of the applicable existing Tranche of Revolving Credit Commitments may be increased to equal the Applicable Rate of such increased Tranche of Revolving Credit Commitments to satisfy the requirements of this clause (f)). (g) Notwithstanding anything to the contrary contained herein, there shall be no more than ten (10) Revolving Facility Increases under this Agreement.

Increase in Revolving Credit Facility. (a) The Upon notice to the Administrative Agent, the Borrower may from time to time, upon written notice by time after the Borrower to the Administrative Agent specifying the proposed amount thereofSeventh Amendment Effective Date, request an increase, from any Lender or any Additional Lender, increase in any Tranche of Revolving Credit the Commitments (each, a “Revolving Facility Increase”) (which shall be on the same terms as, and become part of, the applicable Tranche of Revolving Credit Commitments (except as otherwise provided in clause (f)) by an aggregate principal amount not to exceed, at the time the Revolving Facility Increase becomes effective and assuming any such Revolving Facility Increase is fully drawn, the Incremental Amountexceeding $75,000,000; provided that any such request for a Revolving Facility Increase an increase shall be in a minimum amount of the lesser of (x) $5,000,000 and (y) the entire remaining amount of any Revolving Facility Increase that may be requested increases available under this Section 2.14. (b) Each such notice shall specify the identity of each Lender or other Person that is an Eligible Assignee (each, a “Revolving Facility Increase Lender”) to whom the Borrower proposes any portion of such Revolving Facility Increase be allocated and the proposed amounts of such allocation; provided that (w) any Lender approached to provide all or a portion of the Revolving Facility Increase may elect or decline, in its sole discretion, to increase its applicable Tranche of Revolving Credit Commitments (it being understood that there is no obligation to approach any existing Lenders to provide any portion of the Revolving Facility Increase) and (x) the Administrative Agent, the L/C Issuer and the Swing Line Lender shall have the right to consent (each such consent not to be unreasonably conditioned, withheld or delayed) to such Person’s providing such portion of the Revolving Facility Increase if such consent of the Administrative Agent, the L/C Issuer and the Swing Line Lender would be required under Section 10.07 for an assignment of Revolving Credit Loans or Revolving Credit Commitments to such Person. At the time of sending such notice to any existing Lenders that are approached to provide all or a portion of a Revolving Facility Increasenotice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each applicable Lender or proposed Lender is requested to respondrespond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the Lenders). (b) Any proposed increase in the Commitments may be requested from the existing Lenders and new prospective Lenders who are Eligible Assignees (which additional Eligible Assignees shall be subject to the approval of the Administrative Agent, the L/C Issuer and the Swing Line Lender, which approvals shall not be unreasonably withheld and each of whom shall execute a customary joinder agreement) or a combination thereof, as selected by, and with such allocations of committed amounts as may be determined by, the Administrative Agent and the ​ ​ US\OMARAR\2185v1621.23 9947677.1410 ​ Borrower (regardless of a Pro Rata Share of any individual Lender); provided that, any such request shall be made concurrently to the existing Lenders and such new prospective Lenders. Any Revolving Credit Lender approached to provide all or any portion of the increased Commitments may elect or decline, in its sole discretion, to provide such an increase. Any Lender not responding within such the time period set forth in Section 2.14(a) shall be deemed to have declined to increase its applicable Tranche of Revolving Credit Commitment. (c) The Administrative Agent shall notify If the Borrower and each Revolving Credit Lender of the Revolving Credit Lenders’ responses to each request made under this Section 2.14. (d) If a Revolving Credit Facility is Commitments are increased in accordance with this Section 2.14, the Administrative Agent and the Borrower shall determine the effective date (the “Revolving Credit Increase Effective Date”) and the final allocation of such Revolving Facility Increase among the applicable Revolving Facility Increase Lenders which need not be on a ratable basis for all existing Lenders of the applicable Trancheincrease. The Administrative Agent shall promptly notify the Revolving Credit Borrower and the Lenders of the final allocation of such Revolving Facility Increase increase and the Revolving Credit Increase Effective Date. In connection with any Revolving Facility Increaseincrease in the Commitments, the Lenders hereby authorize the Administrative Agent to enter into amendments (which may be executed and delivered solely by the Borrower and the Administrative Agent) to this Agreement and the other Loan Documents with shall be amended in a writing (executed and delivered by the Borrower as may be necessary or appropriate in the reasonable opinion of Loan Parties, the Administrative Agent and the Borrower each Lender participating in order such increased Commitments) to reflect any technical changes necessary to give effect to such Revolving Facility Increase Commitment increases in accordance with its the terms as set forth herein. (ed) Such Revolving Facility Increase As conditions precedent to such increase, (i) the Borrower shall become effective, deliver to the Administrative Agent a certificate of each Loan Party dated as of the applicable Revolving Credit Increase Effective Date; provided Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party, certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and certifying that the conditions precedent set out in the following subclauses (iii) through (iv) have been satisfied or waived in accordance with Section 10.01, (ii) no Default or Event of Default shall have occurred and be continuing or would result from such increase, (iii) before and after giving effect to such Revolving Facility Increase (or, in the case of a Revolving Facility Increase incurred to finance a Permitted Acquisitionincrease, the condition set forth representations and warranties contained in this clause (i) Article 5 and the other Loan Documents shall be limited to Specified Events of Default true and correct in all material respects (and not in all respects if any other event of default)), (iisuch representation or warranty is already qualified by materiality) after giving effect to the making of any Revolving Credit Loans or the effectiveness of any Revolving Facility Increase, the conditions set forth in Section 4.02(a) shall be satisfied (or, in the case of an Revolving Facility Increase incurred to finance a Permitted Acquisition, the condition set forth in this clause (ii) shall be limited to the Specified Representations (on and not any other representations or warranties) (conformed as necessary for such acquisition); (iii) the Revolving Facility Increase shall be effected pursuant to one or more joinder agreements (in form and substance reasonably satisfactory to the Administrative Agent) executed and delivered by the Borrower and the Revolving Facility Increase Lenders, and to the extent applicable, the Administrative Agent and the L/C Issuer, and each of which shall be recorded in the Register, (iv) the Borrower shall have delivered a certificate of the Borrower dated as of the Revolving Credit Increase Effective Date signed Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by a Responsible Officer materiality) as of such earlier date, and except that for purposes of this subclause (iii), the Borrower certifying that the conditions precedent set forth representations and warranties contained in subclauses (iSection 5.05(a) and (iib) have been satisfied shall be deemed to refer to the most recent statements furnished pursuant to Section 6.01(a) and that (b), respectively, (iv) after giving effect to such increase, the Borrower is in Pro Forma Compliance with the Maximum Senior Secured Net Leverage Requirement, to the extent applicable, and the financial covenant set forth in Section 7.11, (v) the Borrower shall would be in Pro Forma Compliance with the Maximum Senior Secured Net Leverage Requirement, to the extent applicable, and the financial covenant set forth out in Section 7.11 (such compliance regardless of whether a Covenant Trigger Period then exists), in each case for the twelve (12) month (or, as applicable, four (4) quarter) period to be determined on which the basis of the financial information most recently delivered to recent Compliance Certificate received by the Administrative Agent and the Lenders pursuant to Section 6.01(a6.02(b) or relates[reserved], and (bv) clause (or, prior to the first delivery thereof, on the basis i) of the financial information set forth ABL Cap (as defined in the Borrower’s most recent filed Form 10-K)Term Loan Facilities) as though such incurrence or acquisition had been consummated as of the first day of the applicable Test Period), (vi) to the extent reasonably requested by the Administrative Agent, the Administrative Agent shall have received legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent in all material respects with those delivered on the Closing Date under Section 4.01 with respect to the Borrower and all applicable Material Subsidiary Guarantors (other than changes to such legal opinions resulting from a change in Law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent) and evidencing the approval of such Revolving Facility Increase by the Borrower and each Material Subsidiary Guarantor and (vii) all fees and expenses owing in respect of such Revolving Facility Increase to the Administrative Agent and the applicable Lenders shall have been paid. On the Revolving Credit Increase Effective Date, the Borrower shall prepay any Revolving Credit Loans or L/C Advances outstanding on the Revolving Credit Increase Effective Date (and pay any additional amounts required pursuant amended to Section 3.05) reflect an amount equal to the extent amount of the Aggregate Revolving Commitments (after giving effect to the increase in Commitments contemplated hereby). The amendment to this Agreement providing for the increase if the Commitments shall contain provisions that may be necessary to keep the outstanding Revolving Credit Loans or Loans, L/C AdvancesAdvances or Swing Line Loans (to the extent participated to Lenders), as the case may be, ratable with any revised Pro Rata Share of a Revolving Credit Lender in respect of the Tranche subject to such Revolving Credit Facility Increase arising from any nonratable increase in the Revolving Credit Commitments under such Tranche pursuant to this Section. (f) Any Revolving Facility Increase shall be on Section 2.14, including, without limitation, provisions providing for the same terms and pursuant to the same documentation as the Tranche or Tranches, as applicable, of Revolving Credit Loans and Revolving Credit Commitments increased thereby as reallocation of the Revolving Credit Increase Effective Date (including with respect to upfront fees, OID or similar fees required to consummate such Revolving Facility Increase); provided that it is agreed that the Applicable Rate of the applicable existing Tranche of Revolving Credit Commitments may be increased to equal the Applicable Rate of such increased Tranche of Revolving Credit Commitments to satisfy the requirements of this clause (f)). (g) Notwithstanding anything to the contrary contained herein, there shall be no more than ten (10) Revolving Facility Increases under this Agreement.and Loans among Lenders. ​ ​ US\OMARAR\2185v1621.23 9947677.1410 ​

Increase in Revolving Credit Facility. (a) The Upon notice to the Administrative Agent, the Borrower may from time to time, upon written notice by the Borrower to the Administrative Agent specifying the proposed amount thereof, request an increase, from any Lender or any Additional Lender, increase in any Tranche of Revolving Credit the Commitments (each, a “Revolving Facility Increase”) (which shall be on the same terms as, and become part of, the applicable Tranche of Revolving Credit Commitments (except as otherwise provided in clause (f)) by an aggregate principal amount not to exceed, at the time the Revolving Facility Increase becomes effective and assuming any such Revolving Facility Increase is fully drawn, the Incremental Amountexceeding $20,000,000; provided that any such request for a Revolving Facility Increase an increase shall be in a minimum amount of the lesser of (x) $5,000,000 and (y) the entire remaining amount of any Revolving Facility Increase that may be requested increases available under this Section 2.14. (b) Each such notice shall specify the identity of each Lender or other Person that is an Eligible Assignee (each, a “Revolving Facility Increase Lender”) to whom the Borrower proposes any portion of such Revolving Facility Increase be allocated and the proposed amounts of such allocation; provided that (w) any Lender approached to provide all or a portion of the Revolving Facility Increase may elect or decline, in its sole discretion, to increase its applicable Tranche of Revolving Credit Commitments (it being understood that there is no obligation to approach any existing Lenders to provide any portion of the Revolving Facility Increase) and (x) the Administrative Agent, the L/C Issuer and the Swing Line Lender shall have the right to consent (each such consent not to be unreasonably conditioned, withheld or delayed) to such Person’s providing such portion of the Revolving Facility Increase if such consent of the Administrative Agent, the L/C Issuer and the Swing Line Lender would be required under Section 10.07 for an assignment of Revolving Credit Loans or Revolving Credit Commitments to such Person. At the time of sending such notice to any existing Lenders that are approached to provide all or a portion of a Revolving Facility Increasenotice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each applicable Lender or proposed Lender is requested to respondrespond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the Lenders). (b) Any proposed increase in the Commitments may be requested from the existing Lenders and new prospective Lenders who are Eligible Assignees (which additional Eligible Assignees shall be subject to the approval of the Administrative Agent, the L/C Issuer and the Swing Line Lender, which approvals shall not be unreasonably withheld and each of whom shall execute a customary joinder agreement) or a combination thereof, as selected by, and with such allocations of committed amounts as may be determined by, the Administrative Agent and the Borrower (regardless of a Pro Rata Share of any individual Lender); provided that, any such request shall be made concurrently to the existing Lenders and such new prospective Lenders. Any Revolving Credit Lender approached to provide all or any portion of the increased Commitments may elect or decline, in its sole discretion, to provide such an increase. Any Lender not responding within such the time period set forth in Section 2.14(a) shall be deemed to have declined to increase its applicable Tranche of Revolving Credit Commitment. (c) The Administrative Agent shall notify If the Borrower and each Revolving Credit Lender of the Revolving Credit Lenders’ responses to each request made under this Section 2.14. (d) If a Revolving Credit Facility is Commitments are increased in accordance with this Section 2.14, the Administrative Agent and the Borrower shall determine the effective date (the “Revolving Credit Increase Effective Date”) and the final allocation of such Revolving Facility Increase among the applicable Revolving Facility Increase Lenders which need not be on a ratable basis for all existing Lenders of the applicable Trancheincrease. The Administrative Agent shall promptly notify the Revolving Credit Borrower and the Lenders of the final allocation of such Revolving Facility Increase increase and the Revolving Credit Increase Effective Date. In connection with any Revolving Facility Increaseincrease in the Commitments, the Lenders hereby authorize the Administrative Agent to enter into amendments (which may be executed and delivered solely by the Borrower and the Administrative Agent) to this Agreement and the other Loan Documents with shall be amended in a writing (executed and delivered by the Borrower as may be necessary or appropriate in the reasonable opinion of Loan Parties, the Administrative Agent and the Borrower each Lender participating in order such increased Commitments) to reflect any technical changes necessary to give effect to such Revolving Facility Increase Commitment increases in accordance with its the terms as set forth herein. (ed) Such Revolving Facility Increase As conditions precedent to such increase, (i) the Borrower shall become effective, deliver to the Administrative Agent a certificate of each Loan Party dated as of the applicable Revolving Credit Increase Effective Date; provided Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party, certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and certifying that the conditions precedent set out in the following subclauses (iii) through (iv) have been satisfied or waived in accordance with Section 10.01, (ii) no Default or Event of Default shall have occurred and be continuing or would result from such increase, (iii) before and after giving effect to such Revolving Facility Increase (or, in the case of a Revolving Facility Increase incurred to finance a Permitted Acquisitionincrease, the condition set forth representations and warranties contained in this clause (i) Article 5 and the other Loan Documents shall be limited to Specified Events of Default true and correct in all material respects (and not in all respects if any other event of default)), (iisuch representation or warranty is already qualified by materiality) after giving effect to the making of any Revolving Credit Loans or the effectiveness of any Revolving Facility Increase, the conditions set forth in Section 4.02(a) shall be satisfied (or, in the case of an Revolving Facility Increase incurred to finance a Permitted Acquisition, the condition set forth in this clause (ii) shall be limited to the Specified Representations (on and not any other representations or warranties) (conformed as necessary for such acquisition); (iii) the Revolving Facility Increase shall be effected pursuant to one or more joinder agreements (in form and substance reasonably satisfactory to the Administrative Agent) executed and delivered by the Borrower and the Revolving Facility Increase Lenders, and to the extent applicable, the Administrative Agent and the L/C Issuer, and each of which shall be recorded in the Register, (iv) the Borrower shall have delivered a certificate of the Borrower dated as of the Revolving Credit Increase Effective Date signed Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by a Responsible Officer materiality) as of such earlier date, and except that for purposes of this subclause (iii), the Borrower certifying that the conditions precedent set forth representations and warranties contained in subclauses (iSection 5.05(a) and (iib) have been satisfied shall be deemed to refer to the most recent statements furnished pursuant to Section 6.01(a) and that (b), respectively, (iv) after giving effect to such increase, the Borrower is in Pro Forma Compliance with the Maximum Senior Secured Net Leverage Requirement, to the extent applicable, and the financial covenant set forth in Section 7.11, (v) the Borrower shall would be in Pro Forma Compliance with the Maximum Senior Secured Net Leverage Requirement, to the extent applicable, and the financial covenant set forth out in Section 7.11 (such compliance regardless of whether a Covenant Trigger Period then exists), in each case for the twelve (12) month (or, as applicable, four-quarter) period to be determined on which the basis of the financial information most recently delivered to recent Compliance Certificate received by the Administrative Agent and the Lenders pursuant to Section 6.01(a6.02(b) or (b) (or, prior relates. The amendment to this Agreement providing for the first delivery thereof, on increase if the basis of the financial information set forth in the Borrower’s most recent filed Form 10-K)) as though such incurrence or acquisition had been consummated as of the first day of the applicable Test Period), (vi) to the extent reasonably requested by the Administrative Agent, the Administrative Agent Commitments shall have received legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent in all material respects with those delivered on the Closing Date under Section 4.01 with respect to the Borrower and all applicable Material Subsidiary Guarantors (other than changes to such legal opinions resulting from a change in Law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent) and evidencing the approval of such Revolving Facility Increase by the Borrower and each Material Subsidiary Guarantor and (vii) all fees and expenses owing in respect of such Revolving Facility Increase to the Administrative Agent and the applicable Lenders shall have been paid. On the Revolving Credit Increase Effective Date, the Borrower shall prepay any Revolving Credit Loans or L/C Advances outstanding on the Revolving Credit Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent contain provisions that may be necessary to keep the outstanding Revolving Credit Loans or Loans, L/C AdvancesAdvances or Swing Line Loans (to the extent participated to Lenders), as the case may be, ratable with any revised Pro Rata Share of a Revolving Credit Lender in respect of the Tranche subject to such Revolving Credit Facility Increase arising from any nonratable increase in the Revolving Credit Commitments under such Tranche pursuant to this Section. (f) Any Revolving Facility Increase shall be on Section 2.14, including, without limitation, provisions providing for the same terms and pursuant to the same documentation as the Tranche or Tranches, as applicable, of Revolving Credit Loans and Revolving Credit Commitments increased thereby as reallocation of the Revolving Credit Increase Effective Date (including with respect to upfront fees, OID or similar fees required to consummate such Revolving Facility Increase); provided that it is agreed that the Applicable Rate of the applicable existing Tranche of Revolving Credit Commitments may be increased to equal the Applicable Rate of such increased Tranche of Revolving Credit Commitments to satisfy the requirements of this clause (f))and Loans among Lenders. (g) Notwithstanding anything to the contrary contained herein, there shall be no more than ten (10) Revolving Facility Increases under this Agreement.

Increase in Revolving Credit Facility. (a) The As an alternative or in addition to Section 2.8 below, subject to the conditions set forth below, at any time prior to the Revolving Credit Maturity Date, the Borrower may from time shall have the right to timerequest, upon not less than thirty (30) days’ prior written notice by the Borrower (an “Incremental Revolving Credit Commitment Notification”) to the Administrative Agent specifying Agent, an increase in the proposed amount thereof, request an increase, from any Lender or any Additional Lender, in any Tranche of Revolving Credit Commitments (each, a “Revolving Facility Increase”) (which shall be on the same terms as, and become part of, the applicable Tranche of Revolving Credit Commitments (except as otherwise provided Commitment in clause (f)) by an aggregate principal amount not to exceed, at the time the Revolving Facility Increase becomes effective and assuming any such Revolving Facility Increase is fully drawn, the Incremental Amount; provided that any such request for a Revolving Facility Increase shall be in a minimum amount of the lesser of (x) $5,000,000 and (y) the entire amount of any Revolving Facility Increase that as may be requested under this Section 2.14specified by the Borrower. Such Incremental Revolving Credit Commitment Notification shall specify the applicable Incremental Revolving Credit Commitment Effective Date. (b) Each Increases in the Revolving Credit Commitment pursuant to this Section 2.7 shall be obtained from existing Lenders or from other banks, financial institutions or investment funds that qualify as Eligible Assignees (each such notice shall specify the identity of each Lender other bank, financial institution or other Person that is an Eligible Assignee (eachinvestment fund, a “New Revolving Facility Increase Lender”) to whom ” and, collectively with the Borrower proposes any portion of such Revolving Facility Increase be allocated and the proposed amounts of such allocation; provided that (w) any Lender approached to provide all or existing Lenders providing a portion of the proposed increase in the Revolving Facility Increase may elect or declineCredit Commitment pursuant to this Section 2.7, in its sole discretion, the “Incremental Revolving Credit Lenders”); provided that no existing Lender shall have any obligation to increase its applicable Tranche of Revolving Credit Commitments (it being understood that there is no obligation Commitment pursuant to approach this Section 2.7 and the failure by any existing Lenders Lender to provide any portion of the Revolving Facility Increase) and (x) the Administrative Agent, the L/C Issuer and the Swing Line Lender shall have the right respond to consent (each a request for such consent not to be unreasonably conditioned, withheld or delayed) to such Person’s providing such portion of the Revolving Facility Increase if such consent of the Administrative Agent, the L/C Issuer and the Swing Line Lender would be required under Section 10.07 for an assignment of Revolving Credit Loans or Revolving Credit Commitments to such Person. At the time of sending such notice to any existing Lenders that are approached to provide all or a portion of a Revolving Facility Increase, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each applicable Lender is requested to respond. Any Revolving Credit Lender not responding within such time period increase shall be deemed to have declined to increase its applicable Tranche be a refusal of Revolving Credit Commitmentsuch request by such existing Lender. (c) The Administrative Agent following terms and conditions shall notify apply to each increase in the Revolving Credit Commitment pursuant to this Section 2.7: (i) such increase in the Revolving Credit Commitment pursuant to this Section 2.7 (and any Revolving Credit Loans made thereunder) shall constitute Obligations of the Borrower and each Revolving shall be secured and guaranteed with the other Extensions of Credit Lender of the Revolving Credit Lenders’ responses to each request made under this Section 2.14.on a pari passu basis; (dii) If a Revolving Credit Facility is increased in accordance with this Section 2.14, the Administrative Agent and the Borrower Lenders shall determine the effective date (the “Revolving Credit Increase Effective Date”) and the final allocation of such Revolving Facility Increase among the applicable Revolving Facility Increase Lenders which need not be on a ratable basis for all existing Lenders of the applicable Tranche. The Administrative Agent shall promptly notify the Revolving Credit Lenders of the final allocation of such Revolving Facility Increase and the Revolving Credit Increase Effective Date. In connection with any Revolving Facility Increase, the Lenders hereby authorize the Administrative Agent to enter into amendments (which may be executed and delivered solely by have received from the Borrower an Officer’s Compliance Certificate, in form and substance reasonably satisfactory to the Administrative Agent) to this Agreement and the other Loan Documents with the Borrower as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower in order to reflect any technical changes necessary to give effect to such Revolving Facility Increase in accordance with its terms as set forth herein. (e) Such Revolving Facility Increase shall become effective, demonstrating that, as of the applicable Incremental Revolving Credit Increase Commitment Effective Date; provided that Date and after giving effect thereto and any Extensions of Credit made or to be made in connection therewith, the Borrower and its Restricted Subsidiaries are in pro forma compliance with the financial covenants set forth in Article IX; (iiii) no Default or Event of Default shall have occurred and be continuing as of the applicable Incremental Revolving Credit Commitment Effective Date or would result after giving effect to such increase in the Revolving Facility Increase Credit Commitment pursuant to this Section 2.7; (iv) the representations and warranties made by each Credit Party in this Agreement and the other Loan Documents shall be true and correct on and as of the applicable Incremental Revolving Credit Commitment Effective Date with the same effect as if made on and as of such date (other than those representations and warranties that by their terms speak as of a particular date, which representations and warranties shall be true and correct as of such particular date); (v) the Administrative Agent shall have received a resolution duly adopted by the board of directors of each Credit Party authorizing such increase in the Revolving Credit Commitment pursuant to this Section 2.7; (vi) in no event shall the aggregate amount of all increases in the Revolving Credit Commitment pursuant to this Section 2.7 (including the requested increase) plus the aggregate amount of all Incremental Term Loans made pursuant to Section 2.8, in each case after the Second Amendment Effective Date, exceed $350,000,000; (vii) the amount of such increase in the Revolving Credit Commitment pursuant to this Section 2.7 shall not be less than a minimum principal amount of $15,000,000, or, if less, the remaining amount permitted pursuant to clause (vi) above; (viii) the Borrower and each Incremental Revolving Credit Lender shall execute and deliver a Lender Addition and Acknowledgement Agreement to the Administrative Agent for its acceptance and recording in the case of a Revolving Facility Increase incurred to finance a Permitted AcquisitionRegister, the condition set forth in this clause (i) which shall be limited to Specified Events of Default (acknowledged by the Administrative Agent and not any other event of default)), (ii) after giving effect to the making of any Revolving Credit Loans or the effectiveness of any Revolving Facility Increase, the conditions set forth in Section 4.02(a) each Subsidiary Guarantor and shall be satisfied (or, in the case of an Revolving Facility Increase incurred to finance a Permitted Acquisition, the condition set forth in this clause (ii) shall be limited to the Specified Representations (and not any other representations or warranties) (conformed as necessary for such acquisition); (iii) the Revolving Facility Increase shall be effected pursuant to one or more joinder agreements (in form and substance reasonably satisfactory to the Administrative Agent; (ix) executed and delivered by the Borrower and the Revolving Facility Increase Lenders, and to the extent applicable, the Administrative Agent and the L/C Issuer, and each of which shall be recorded in the Register, (iv) the Borrower shall have delivered a certificate of the Borrower dated as of the Revolving Credit Increase Effective Date signed by a Responsible Officer of the Borrower certifying that the conditions precedent set forth in subclauses (i) and (ii) have been satisfied and that the Borrower is in Pro Forma Compliance with the Maximum Senior Secured Net Leverage Requirement, to the extent applicable, and the financial covenant set forth in Section 7.11, (v) the Borrower shall be in Pro Forma Compliance with the Maximum Senior Secured Net Leverage Requirement, to the extent applicable, and the financial covenant set forth in Section 7.11 (such compliance to be determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or (b) (or, prior to the first delivery thereof, on the basis of the financial information set forth in the Borrower’s most recent filed Form 10-K)) as though such incurrence or acquisition had been consummated as of the first day of the applicable Test Period), (vi) to the extent reasonably requested by the Administrative Agent, the Administrative Agent shall have received legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent any documents or information in all material respects connection with those delivered on the Closing Date under Section 4.01 with respect to the Borrower and all applicable Material Subsidiary Guarantors (other than changes to such legal opinions resulting from a change in Law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent) and evidencing the approval of such Revolving Facility Increase by the Borrower and each Material Subsidiary Guarantor and (vii) all fees and expenses owing in respect of such Revolving Facility Increase to the Administrative Agent and the applicable Lenders shall have been paid. On the Revolving Credit Increase Effective Date, the Borrower shall prepay any Revolving Credit Loans or L/C Advances outstanding on the Revolving Credit Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Revolving Credit Loans or L/C Advances, as the case may be, ratable with any revised Pro Rata Share of a Revolving Credit Lender in respect of the Tranche subject to such Revolving Facility Increase arising from any nonratable increase in the Revolving Credit Commitments under such Tranche Commitment pursuant to this Section.Section 2.7 as it may request in its reasonable discretion; and (fx) Any Revolving Facility Increase shall be on the same terms and pursuant to the same documentation as the Tranche or Tranches, as applicable, of outstanding Revolving Credit Loans and Revolving Credit Commitments increased thereby as Commitment Percentages of L/C Obligations will be reallocated by the Administrative Agent on the applicable Incremental Revolving Credit Increase Commitment Effective Date (including among the Lenders in accordance with respect to upfront fees, OID or similar fees required to consummate such Revolving Facility Increase); provided that it is agreed that the Applicable Rate of the applicable existing Tranche of their revised Revolving Credit Commitments may be increased Commitment Percentages (and the Lenders agree to equal make all payments and adjustments necessary to effect such reallocation and the Applicable Rate of Borrower shall pay any and all costs required pursuant to Section 4.9 in connection with such increased Tranche of Revolving Credit Commitments to satisfy the requirements of this clause (f)reallocation as if such reallocation were a repayment). (gd) Notwithstanding anything the provisions of Section 13.2 to the contrary contained hereincontrary, there the Administrative Agent is hereby authorized to execute and deliver amendment documentation evidencing such amendments (or any other amendments necessary to effectuate the proposed increase in the Revolving Credit Commitment pursuant to this Section 2.7 on the terms set forth above) on behalf of the Lenders; provided that such amendment shall be no more than ten not modify this Agreement or any other Loan Document in any manner materially adverse to any Lender without the consent of such Lenders adversely affected thereby in accordance with Section 13.2 hereof. (10e) Upon the execution, delivery, acceptance and recording of the applicable Lender Addition and Acknowledgment Agreement, from and after the applicable Incremental Revolving Facility Increases under Credit Commitment Effective Date, (i) each Incremental Revolving Credit Lender shall have a Revolving Credit Commitment as set forth in the Register and all the rights and obligations of a Lender with a Revolving Credit Commitment hereunder and (ii) all Revolving Credit Loans made on account of any increase in the Revolving Credit Commitment pursuant to this AgreementSection 2.7 shall bear interest at the rate applicable to the Revolving Credit Loans immediately prior to giving effect to such increase in the Revolving Credit Commitment pursuant to this Section 2.7. (f) The Administrative Agent shall maintain a copy of each Lender Addition and Acknowledgment Agreement delivered to it in accordance with Section 13.10(c).

Increase in Revolving Credit Facility. (a) The Borrower may from time to time, upon written notice by the Borrower to the Administrative Agent specifying the proposed amount thereof, request an increase, from any Lender or any Additional Lender, in any Tranche of Revolving Credit Commitments (each, a “Revolving Facility Increase”) (which shall be on the same terms as, and become part of, the applicable Tranche of Revolving Credit Commitments (except as otherwise provided in clause (f))) by an aggregate principal amount not to exceed, at the time the Revolving Facility Increase becomes effective and assuming any such Revolving Facility Increase is fully drawn, the Incremental Amount; provided that any such request for a Revolving Facility Increase shall be in a minimum amount of the lesser of (x) $5,000,000 and (y) the entire amount of any Revolving Facility Increase that may be requested under this Section 2.14. (b) Each such notice shall specify the identity of each Lender or other Person that is an Eligible Assignee (each, a “Revolving Facility Increase Lender”) to whom the Borrower proposes any portion of such Revolving Facility Increase be allocated and the proposed amounts of such allocation; provided that (wx) any Lender approached to provide all or a portion of the Revolving Facility Increase may elect or decline, in its sole discretion, to increase its applicable Tranche of Revolving Credit Commitments (it being understood that there is no obligation to approach any existing Lenders to provide any portion of the Revolving Facility Increase) and (xy) the Administrative Agent, the Swingline Lender and the L/C Issuer and the Swing Line Lender Issuers shall have the right to consent (each such consent not to be unreasonably conditioned, withheld or delayed) to such Person’s providing such portion of the Revolving Facility Increase if such consent of the Administrative Agent, the Swingline Lender and the L/C Issuer and the Swing Line Lender would be required under Section 10.07 for an assignment of Revolving Credit Loans or Revolving Credit Commitments to such Person. At the time of sending such notice to any existing Lenders that are approached to provide all or a portion of a Revolving Facility Increase, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each applicable Lender is requested to respond. Any Revolving Credit Lender not responding within such time period shall be deemed to have declined to increase its applicable Tranche of Revolving Credit Commitment. (c) The Administrative Agent shall notify the Borrower and each Revolving Credit Lender of the Revolving Credit Lenders’ responses to each request made under this Section 2.14. (d) If a Tranche of Revolving Credit Facility Loans is increased in accordance with this Section 2.14, the Borrower, in consultation with the Administrative Agent and the Borrower Agent, shall determine the effective date (the “Revolving Credit Facility Increase Effective Date”) and the final allocation of such Revolving Facility Increase among the applicable Revolving Facility Increase Lenders Lenders, which need not be on a ratable basis for all existing Lenders of the applicable Tranche. The Administrative Agent shall promptly notify the Revolving Credit Lenders of the final allocation of any such Revolving Facility Increase and the Revolving Credit Facility Increase Effective Date. In connection with any Revolving Facility Increase, the Lenders hereby authorize the Administrative Agent to enter into amendments (which may be executed and delivered solely by the Borrower and the Administrative Agent) to this Agreement and the other Loan Documents with the Borrower as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower in order to reflect any technical changes necessary to give effect to such Revolving Facility Increase in accordance with its terms as set forth herein. (e) Such Revolving Facility Increase shall become effective, as of the applicable Revolving Credit Facility Increase Effective Date; provided that (i) no Default or Event of Default shall have occurred and be continuing or would result after giving effect to such Revolving Facility Increase (orprovided that, in the case of a if such Revolving Facility Increase is being incurred to finance in connection with a Permitted Limited Condition Acquisition, the Lenders providing such Revolving Facility Increase may agree to limit the foregoing condition set forth in this clause to provide that no Event of Default under Sections 8.01(a), (if) or (g) shall have occurred and be limited continuing or would result after giving effect to Specified Events of Default (and not any other event of default)such Revolving Facility Increase), (ii) after giving effect to the making of any Revolving Credit Loans or the effectiveness of any Revolving Facility Increase, the conditions set forth in Section 4.02(a) shall be satisfied (orprovided that, in the case of an if such Revolving Facility Increase is being incurred to finance in connection with a Permitted Limited Condition Acquisition, the Lenders providing such Revolving Facility Increase may agree to limit the foregoing condition set forth in this clause (ii) shall be limited to relate solely to the accuracy of the Specified Representations (and not any other representations or warranties) (conformed as necessary for such acquisitionthe Acquisition Agreement Representations); , (iii) after giving effect to such Revolving Facility Increase and assuming any such Revolving Facility Increase is fully drawn, the Borrower shall be in Pro Forma Compliance with the financial covenant contained in Section 7.10(a), (iv) the Revolving Facility Increase shall be effected pursuant to one or more joinder agreements (in form and substance reasonably satisfactory to the Administrative Agent) executed and delivered by the Borrower and the Revolving Facility Increase Lenders, and and, to the extent applicable, the Administrative Agent and Agent, the Swingline Lender, and/or the L/C Issuer, and each of which shall be recorded in the Register, (ivv) the Borrower shall have delivered a certificate of the Borrower dated as of the Revolving Credit Facility Increase Effective Date Date, signed by a Responsible Officer of the Borrower certifying that the conditions precedent set forth in the foregoing subclauses (i), (ii) and (iiiii) have been satisfied and and, if the Borrower is relying on clause (c) of the definition of “Incremental Amount” for purposes of incurring all or any portion of the Revolving Facility Increase, that the Borrower is in Pro Forma Compliance with the Maximum Senior Secured First Lien Net Leverage Requirement, to the extent applicable, and the financial covenant set forth in Section 7.11, (v) the Borrower shall be in Pro Forma Compliance with the Maximum Senior Secured Net Leverage Requirement, to the extent applicable, and the financial covenant set forth in Section 7.11 (such compliance to be determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or (b) (or, prior to the first delivery thereof, on the basis of the financial information Ratio requirement set forth in the Borrower’s most recent filed Form 10-K)) as though such incurrence or acquisition had been consummated as definition of the first day of the applicable Test Period)“Incremental Amount”, (vi) to the extent reasonably requested by the Administrative Agent, the Administrative Agent shall have received legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent in all material respects with those delivered on the Closing Date under Section 4.01 with respect to the Borrower and all other applicable Material Subsidiary Guarantors Loan Parties (other than changes to such legal opinions resulting from a change in Law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent) and evidencing the approval of such Revolving Facility Increase by the Borrower and each Material Subsidiary Guarantor all other applicable Loan Parties and (vii) all fees and expenses owing in respect of such Revolving Facility Increase to the Administrative Agent and the applicable Lenders shall have been paidpaid or shall be paid concurrently with the Revolving Facility Increase Effective Date. On the Revolving Credit Facility Increase Effective Date, the Administrative Agent shall take those steps that it and the Borrower shall prepay any Revolving Credit Loans or L/C Advances outstanding on the Revolving Credit Increase Effective Date (agree are necessary and pay any additional amounts required pursuant appropriate to Section 3.05) to the extent necessary to keep the outstanding Revolving Credit Loans or L/C Advances, as the case may be, ratable with any revised Pro Rata Share of a result in each Revolving Credit Lender in respect of the Tranche subject to such Revolving Facility Increase arising from having a pro-rata share of the outstanding Revolving Credit Loans relating to such Tranche based on each such Revolving Credit Lender’s Pro Rata Share of such Tranche immediately after giving effect to such Revolving Facility Increase, and a pro-rata share of any nonratable increase applicable participations in Swingline Loans and L/C Obligations based on each such Revolving Credit Lender’s Pro Rata Share of the Revolving Credit Commitments under Facility immediately after giving effect to such Tranche Revolving Facility Increase. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro-rata borrowing and pro-rata payment requirements contained elsewhere in this Agreement shall not apply to any transaction that may be effected pursuant to this Sectionthe immediately preceding sentence. (f) Any Revolving Facility Increase shall be on the same terms and pursuant to the same documentation as the Tranche or Tranches, as applicable, of Revolving Credit Loans and Revolving Credit Commitments increased thereby as of the Revolving Credit Facility Increase Effective Date (including with respect to upfront fees, OID or similar fees required to consummate such Revolving Facility Increase)Date; provided that it is agreed that the Applicable Rate of the applicable existing Tranche of Revolving Credit Commitments may be increased to equal the Applicable Rate of such increased Tranche of Revolving Credit Commitments to satisfy the requirements of this clause (f)). (g) Notwithstanding anything to the contrary contained herein, there shall be no more than ten (10) Revolving Facility Increases under this Agreement.

Increase in Revolving Credit Facility. (a) The As an alternative or in addition to Section 2.8 below, subject to the conditions set forth below, at any time prior to the Revolving Credit Maturity Date, the Borrower may from time shall have the right to timerequest, upon not less than thirty (30) days' prior written notice by the Borrower (an "Incremental Revolving Credit Commitment Notification") to the Administrative Agent specifying Agent, an increase in the proposed amount thereof, request an increase, from any Lender or any Additional Lender, in any Tranche of Revolving Credit Commitments (each, a “Revolving Facility Increase”) (which shall be on the same terms as, and become part of, the applicable Tranche of Revolving Credit Commitments (except as otherwise provided Commitment in clause (f)) by an aggregate principal amount not to exceed, at the time the Revolving Facility Increase becomes effective and assuming any such Revolving Facility Increase is fully drawn, the Incremental Amount; provided that any such request for a Revolving Facility Increase shall be in a minimum amount of the lesser of (x) $5,000,000 and (y) the entire amount of any Revolving Facility Increase that as may be requested under this Section 2.14specified by the Borrower. Such Incremental Revolving Credit Commitment Notification shall specify the applicable Incremental Revolving Credit Commitment Effective Date. (b) Each Increases in the Revolving Credit Commitment pursuant to this Section 2.7 shall be obtained from existing Lenders or from other banks, financial institutions or investment funds that qualify as Eligible Assignees (each such notice shall specify the identity of each Lender other bank, financial institution or other Person that is an Eligible Assignee (eachinvestment fund, a “"New Revolving Facility Increase Lender”) to whom " and, collectively with the Borrower proposes any portion of such Revolving Facility Increase be allocated and the proposed amounts of such allocation; provided that (w) any Lender approached to provide all or existing Lenders providing a portion of the proposed increase in the Revolving Facility Increase may elect or declineCredit Commitment pursuant to this Section 2.7, in its sole discretion, the "Incremental Revolving Credit Lenders"); provided that no existing Lender shall have any obligation to increase its applicable Tranche of Revolving Credit Commitments (it being understood that there is no obligation Commitment pursuant to approach this Section 2.7 and the failure by any existing Lenders Lender to provide any portion of the Revolving Facility Increase) and (x) the Administrative Agent, the L/C Issuer and the Swing Line Lender shall have the right respond to consent (each a request for such consent not to be unreasonably conditioned, withheld or delayed) to such Person’s providing such portion of the Revolving Facility Increase if such consent of the Administrative Agent, the L/C Issuer and the Swing Line Lender would be required under Section 10.07 for an assignment of Revolving Credit Loans or Revolving Credit Commitments to such Person. At the time of sending such notice to any existing Lenders that are approached to provide all or a portion of a Revolving Facility Increase, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each applicable Lender is requested to respond. Any Revolving Credit Lender not responding within such time period increase shall be deemed to have declined to increase its applicable Tranche be a refusal of Revolving Credit Commitmentsuch request by such existing Lender. (c) The Administrative Agent following terms and conditions shall notify apply to each increase in the Revolving Credit Commitment pursuant to this Section 2.7: (i) such increase in the Revolving Credit Commitment pursuant to this Section 2.7 (and any Revolving Credit Loans made thereunder) shall constitute Obligations of the Borrower and each Revolving shall be secured and guaranteed with the other Extensions of Credit Lender of the Revolving Credit Lenders’ responses to each request made under this Section 2.14.on a pari passu basis; (dii) If a Revolving Credit Facility is increased in accordance with this Section 2.14, the Administrative Agent and the Borrower Lenders shall determine the effective date (the “Revolving Credit Increase Effective Date”) and the final allocation of such Revolving Facility Increase among the applicable Revolving Facility Increase Lenders which need not be on a ratable basis for all existing Lenders of the applicable Tranche. The Administrative Agent shall promptly notify the Revolving Credit Lenders of the final allocation of such Revolving Facility Increase and the Revolving Credit Increase Effective Date. In connection with any Revolving Facility Increase, the Lenders hereby authorize the Administrative Agent to enter into amendments (which may be executed and delivered solely by have received from the Borrower an Officer's Compliance Certificate, in form and substance reasonably satisfactory to the Administrative Agent) to this Agreement and the other Loan Documents with the Borrower as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower in order to reflect any technical changes necessary to give effect to such Revolving Facility Increase in accordance with its terms as set forth herein. (e) Such Revolving Facility Increase shall become effective, demonstrating that, as of the applicable Incremental Revolving Credit Increase Commitment Effective Date; provided that Date and after giving effect thereto and any Extensions of Credit made or to be made in connection therewith, the Borrower and its Restricted Subsidiaries are in pro forma compliance with the financial covenants set forth in Article IX; (iiii) no Default or Event of Default shall have occurred and be continuing as of the applicable Incremental Revolving Credit Commitment Effective Date or would result after giving effect to such increase in the Revolving Facility Increase Credit Commitment pursuant to this Section 2.7; (iv) the representations and warranties made by each Credit Party in this Agreement and the other Loan Documents shall be true and correct on and as of the applicable Incremental Revolving Credit Commitment Effective Date with the same effect as if made on and as of such date (other than those representations and warranties that by their terms speak as of a particular date, which representations and warranties shall be true and correct as of such particular date); (v) the Administrative Agent shall have received a resolution duly adopted by the board of directors of each Credit Party authorizing such increase in the Revolving Credit Commitment pursuant to this Section 2.7; (vi) in no event shall the aggregate amount of all increases in the Revolving Credit Commitment pursuant to this Section 2.7 (including the requested increase) plus the aggregate amount of all Incremental Term Loans made pursuant to Section 2.8, exceed $100,000,000; (vii) the amount of such increase in the Revolving Credit Commitment pursuant to this Section 2.7 shall not be less than a minimum principal amount of $15,000,000, or, if less, the remaining amount permitted pursuant to clause (vii) above; (viii) the Borrower and each Incremental Revolving Credit Lender shall execute and deliver a Lender Addition and Acknowledgement Agreement to the Administrative Agent for its acceptance and recording in the case of a Revolving Facility Increase incurred to finance a Permitted AcquisitionRegister, the condition set forth in this clause (i) which shall be limited to Specified Events of Default (acknowledged by the Administrative Agent and not any other event of default)), (ii) after giving effect to the making of any Revolving Credit Loans or the effectiveness of any Revolving Facility Increase, the conditions set forth in Section 4.02(a) each Guarantor and shall be satisfied (or, in the case of an Revolving Facility Increase incurred to finance a Permitted Acquisition, the condition set forth in this clause (ii) shall be limited to the Specified Representations (and not any other representations or warranties) (conformed as necessary for such acquisition); (iii) the Revolving Facility Increase shall be effected pursuant to one or more joinder agreements (in form and substance reasonably satisfactory to the Administrative Agent; (ix) executed and delivered by the Borrower and the Revolving Facility Increase Lenders, and to the extent applicable, the Administrative Agent and the L/C Issuer, and each of which shall be recorded in the Register, (iv) the Borrower shall have delivered a certificate of the Borrower dated as of the Revolving Credit Increase Effective Date signed by a Responsible Officer of the Borrower certifying that the conditions precedent set forth in subclauses (i) and (ii) have been satisfied and that the Borrower is in Pro Forma Compliance with the Maximum Senior Secured Net Leverage Requirement, to the extent applicable, and the financial covenant set forth in Section 7.11, (v) the Borrower shall be in Pro Forma Compliance with the Maximum Senior Secured Net Leverage Requirement, to the extent applicable, and the financial covenant set forth in Section 7.11 (such compliance to be determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or (b) (or, prior to the first delivery thereof, on the basis of the financial information set forth in the Borrower’s most recent filed Form 10-K)) as though such incurrence or acquisition had been consummated as of the first day of the applicable Test Period), (vi) to the extent reasonably requested by the Administrative Agent, the Administrative Agent shall have received legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent any documents or information in all material respects connection with those delivered on the Closing Date under Section 4.01 with respect to the Borrower and all applicable Material Subsidiary Guarantors (other than changes to such legal opinions resulting from a change in Law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent) and evidencing the approval of such Revolving Facility Increase by the Borrower and each Material Subsidiary Guarantor and (vii) all fees and expenses owing in respect of such Revolving Facility Increase to the Administrative Agent and the applicable Lenders shall have been paid. On the Revolving Credit Increase Effective Date, the Borrower shall prepay any Revolving Credit Loans or L/C Advances outstanding on the Revolving Credit Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Revolving Credit Loans or L/C Advances, as the case may be, ratable with any revised Pro Rata Share of a Revolving Credit Lender in respect of the Tranche subject to such Revolving Facility Increase arising from any nonratable increase in the Revolving Credit Commitments under such Tranche Commitment pursuant to this Section.Section 2.7 as it may request in its reasonable discretion; and (fx) Any Revolving Facility Increase shall be on the same terms and pursuant to the same documentation as the Tranche or Tranches, as applicable, of outstanding Revolving Credit Loans and Revolving Credit Commitments increased thereby as Commitment Percentages of L/C Obligations will be reallocated by the Administrative Agent on the applicable Incremental Revolving Credit Increase Commitment Effective Date (including among the Lenders in accordance with respect to upfront fees, OID or similar fees required to consummate such Revolving Facility Increase); provided that it is agreed that the Applicable Rate of the applicable existing Tranche of their revised Revolving Credit Commitments may be increased Commitment Percentages (and the Lenders agree to equal make all payments and adjustments necessary to effect such reallocation and the Applicable Rate of Borrower shall pay any and all costs required pursuant to Section 4.9 in connection with such increased Tranche of Revolving Credit Commitments to satisfy the requirements of this clause (f)reallocation as if such reallocation were a repayment). (gd) Notwithstanding anything the provisions of Section 13.2 to the contrary contained hereincontrary, there the Administrative Agent is hereby authorized to execute and deliver amendment documentation evidencing such amendments (or any other amendments necessary to effectuate the proposed increase in the Revolving Credit Commitment pursuant to this Section 2.7 on the terms set forth above) on behalf of the Lenders; provided that such amendment shall be no more than ten not modify this Agreement or any other Loan Document in any manner materially adverse to any Lender without the consent of such Lenders adversely affected thereby in accordance with Section 13.2 hereof. (10e) Upon the execution, delivery, acceptance and recording of the applicable Lender Addition and Acknowledgment Agreement, from and after the applicable Incremental Revolving Facility Increases under Credit Commitment Effective Date, (i) each Incremental Revolving Credit Lender shall have a Revolving Credit Commitment as set forth in the Register and all the rights and obligations of a Lender with a Revolving Credit Commitment hereunder and (ii) all Revolving Credit Loans made on account of any increase in the Revolving Credit Commitment pursuant to this AgreementSection 2.7 shall bear interest at the rate applicable to the Revolving Credit Loans immediately prior to giving effect to such increase in the Revolving Credit Commitment pursuant to this Section 2.7. (f) The Administrative Agent shall maintain a copy of each Lender Addition and Acknowledgment Agreement delivered to it in accordance with Section 13.10(c).

Increase in Revolving Credit Facility. (a) The As an alternative or in addition to Section 2.8 below, subject to the conditions set forth below, at any time prior to the Revolving Credit Maturity Date, the Borrower may from time shall have the right to timerequest, upon not less than thirty (30) days’ prior written notice by the Borrower (an “Incremental Revolving Credit Commitment Notification”) to the Administrative Agent specifying Agent, an increase in the proposed amount thereof, request an increase, from any Lender or any Additional Lender, in any Tranche of Revolving Credit Commitments (each, a “Revolving Facility Increase”) (which shall be on the same terms as, and become part of, the applicable Tranche of Revolving Credit Commitments (except as otherwise provided Commitment in clause (f)) by an aggregate principal amount not to exceed, at the time the Revolving Facility Increase becomes effective and assuming any such Revolving Facility Increase is fully drawn, the Incremental Amount; provided that any such request for a Revolving Facility Increase shall be in a minimum amount of the lesser of (x) $5,000,000 and (y) the entire amount of any Revolving Facility Increase that as may be requested under this Section 2.14specified by the Borrower. Such Incremental Revolving Credit Commitment Notification shall specify the applicable Incremental Revolving Credit Commitment Effective Date. (b) Each Increases in the Revolving Credit Commitment pursuant to this Section 2.7 shall be obtained from existing Lenders or from other banks, financial institutions or investment funds that qualify as Eligible Assignees (such notice shall specify other banks, financial institutions or investment funds, together with the identity of each Lender or other Person that is an Eligible Assignee (each, a “Revolving Facility Increase Lender”) to whom the Borrower proposes any portion of such Revolving Facility Increase be allocated and the proposed amounts of such allocation; provided that (w) any Lender approached to provide all or existing Lenders providing a portion of the proposed increase in the Revolving Facility Increase may elect or declineCredit Commitment pursuant to this Section 2.7, in its sole discretion, the “Incremental Revolving Credit Lenders”); provided that no existing Lender shall have any obligation to increase its applicable Tranche of Revolving Credit Commitments (it being understood that there is no obligation Commitment pursuant to approach this Section 2.7 and the failure by any existing Lenders Lender to provide any portion of the Revolving Facility Increase) and (x) the Administrative Agent, the L/C Issuer and the Swing Line Lender shall have the right respond to consent (each a request for such consent not to be unreasonably conditioned, withheld or delayed) to such Person’s providing such portion of the Revolving Facility Increase if such consent of the Administrative Agent, the L/C Issuer and the Swing Line Lender would be required under Section 10.07 for an assignment of Revolving Credit Loans or Revolving Credit Commitments to such Person. At the time of sending such notice to any existing Lenders that are approached to provide all or a portion of a Revolving Facility Increase, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each applicable Lender is requested to respond. Any Revolving Credit Lender not responding within such time period increase shall be deemed to have declined to increase its applicable Tranche be a refusal of Revolving Credit Commitmentsuch request by such existing Lender. (c) The Administrative Agent following terms and conditions shall notify apply to each increase in the Revolving Credit Commitment pursuant to this Section 2.7: (i) such increase in the Revolving Credit Commitment pursuant to this Section 2.7 (and any Revolving Credit Loans made thereunder) shall constitute Obligations of the Borrower and each Revolving shall be secured and guaranteed with the other Extensions of Credit Lender of the Revolving Credit Lenders’ responses to each request made under this Section 2.14.on a pari passu basis; (dii) If a Revolving Credit Facility is increased in accordance with this Section 2.14, the Administrative Agent and the Borrower shall determine the effective date (the “Revolving Credit Increase Effective Date”) and the final allocation of such Revolving Facility Increase among the applicable Revolving Facility Increase Lenders which need not be on a ratable basis for all existing Lenders of the applicable Tranche. The Administrative Agent shall promptly notify the Incremental Revolving Credit Lenders of the final allocation of such Revolving Facility Increase and the Revolving Credit Increase Effective Date. In connection with any Revolving Facility Increase, the Lenders hereby authorize the Administrative Agent to enter into amendments (which may be executed and delivered solely by shall have received from the Borrower an Officer’s Compliance Certificate, in form and substance reasonably satisfactory to the Administrative Agent) to this Agreement and the other Loan Documents with the Borrower as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower in order to reflect any technical changes necessary to give effect to such Revolving Facility Increase in accordance with its terms as set forth herein. (e) Such Revolving Facility Increase shall become effective, demonstrating that, as of the applicable Incremental Revolving Credit Increase Commitment Effective Date; provided that Date and after giving effect thereto and any Extensions of Credit made or to be made in connection therewith, the Borrower and its Restricted Subsidiaries are in pro forma compliance with the financial covenants set forth in Article IX; (iiii) no Default or Event of Default shall have occurred and be continuing as of the applicable Incremental Revolving Credit Commitment Effective Date or would result after giving effect to such increase in the Revolving Facility Increase Credit Commitment pursuant to this Section 2.7; (oriv) the representations and warranties made by each Credit Party in this Agreement and the other Loan Documents shall be true and correct on and as of the applicable Incremental Revolving Credit Commitment Effective Date with the same effect as if made on and as of such date (other than those representations and warranties that by their terms speak as of a particular date, which representations and warranties shall be true and correct as of such particular date); (v) the Administrative Agent and the Incremental Revolving Credit Lenders shall have received a resolution duly adopted by the board of directors of each Credit Party authorizing such increase in the Revolving Credit Commitment pursuant to this Section 2.7; (vi) in no event shall the aggregate amount of all increases in the Revolving Credit Commitment pursuant to this Section 2.7 (including the requested increase) plus the aggregate amount of all Incremental Term Loans made pursuant to Section 2.8, in each case after the case Closing Date, exceed the greater of a Revolving Facility Increase incurred (A) $200,000,000 and (B) 50% of Consolidated EBITDA for the four-quarter reference period most recently ended prior to finance a Permitted Acquisition, such increase (it being understood the condition set forth limitation in this clause (iB) shall be limited to Specified Events is a prospective limitation only and that no Default or Event of Default (and not any other event of default)), (ii) after giving effect to the making of any Revolving Credit Loans or the effectiveness of any Revolving Facility Increase, the conditions set forth in Section 4.02(a) shall be satisfied (or, in the case of an Revolving Facility Increase incurred to finance a Permitted Acquisition, the condition set forth in occur under this clause (iiB) retroactively); (vii) the amount of such increase in the Revolving Credit Commitment pursuant to this Section 2.7 shall not be less than a minimum principal amount of $15,000,000, or, if less, the remaining amount permitted pursuant to clause (vi) above; (viii) the Borrower and each Incremental Revolving Credit Lender shall execute and deliver a Lender Addition and Acknowledgement Agreement to the Administrative Agent, which shall be limited to acknowledged by the Specified Representations (Administrative Agent and not any other representations or warranties) (conformed as necessary for such acquisition); (iii) the Revolving Facility Increase each Subsidiary Guarantor and shall be effected pursuant to one or more joinder agreements (in form and substance reasonably satisfactory to the Administrative Agent; (ix) executed and delivered by the Borrower and the Revolving Facility Increase Lenders, and to the extent applicable, the Administrative Agent and the L/C Issuer, and each of which shall be recorded in the Register, (iv) the Borrower shall have delivered a certificate of the Borrower dated as of the Incremental Revolving Credit Increase Effective Date signed by a Responsible Officer of the Borrower certifying that the conditions precedent set forth in subclauses (i) and (ii) have been satisfied and that the Borrower is in Pro Forma Compliance with the Maximum Senior Secured Net Leverage Requirement, to the extent applicable, and the financial covenant set forth in Section 7.11, (v) the Borrower shall be in Pro Forma Compliance with the Maximum Senior Secured Net Leverage Requirement, to the extent applicable, and the financial covenant set forth in Section 7.11 (such compliance to be determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or (b) (or, prior to the first delivery thereof, on the basis of the financial information set forth in the Borrower’s most recent filed Form 10-K)) as though such incurrence or acquisition had been consummated as of the first day of the applicable Test Period), (vi) to the extent reasonably requested by the Administrative Agent, the Administrative Agent shall have received legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent any documents or information in all material respects connection with those delivered on the Closing Date under Section 4.01 with respect to the Borrower and all applicable Material Subsidiary Guarantors (other than changes to such legal opinions resulting from a change in Law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent) and evidencing the approval of such Revolving Facility Increase by the Borrower and each Material Subsidiary Guarantor and (vii) all fees and expenses owing in respect of such Revolving Facility Increase to the Administrative Agent and the applicable Lenders shall have been paid. On the Revolving Credit Increase Effective Date, the Borrower shall prepay any Revolving Credit Loans or L/C Advances outstanding on the Revolving Credit Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Revolving Credit Loans or L/C Advances, as the case may be, ratable with any revised Pro Rata Share of a Revolving Credit Lender in respect of the Tranche subject to such Revolving Facility Increase arising from any nonratable increase in the Revolving Credit Commitments under such Tranche Commitment pursuant to this Section.Section 2.7 as it or any such Incremental Revolving Credit Lender may request in its reasonable discretion; (fx) Any Revolving Facility Increase shall be on the same terms and pursuant to the same documentation as the Tranche or Tranches, as applicable, of outstanding Revolving Credit Loans and Revolving Credit Commitments increased thereby Commitment Percentages of L/C Obligations will be reallocated by the Administrative Agent on the applicable Incremental Revolving Credit Commitment Effective Date among the Lenders in accordance with their revised Revolving Credit Commitment Percentages (and the Lenders agree to make all payments and adjustments necessary to effect such reallocation and the Borrower shall pay any and all costs required pursuant to Section 4.9 in connection with such reallocation as of if such reallocation were a repayment); and (xi) each increase in the Revolving Credit Increase Effective Date (Commitment shall have the same terms, including with respect to upfront interest rate and unused fees, OID as the existing Revolving Credit Commitment. (d) Notwithstanding the provisions of Section 13.2 to the contrary, the Administrative Agent and each Incremental Revolving Credit Lender shall execute and deliver amendment documentation evidencing such amendments (or similar fees required any other amendments necessary to consummate such effectuate the proposed increase in the Revolving Facility Increase)Credit Commitment pursuant to this Section 2.7 on the terms set forth above) on behalf of the Lenders; provided that it is agreed that such amendment shall not modify this Agreement or any other Loan Document in any manner materially adverse to any Lender without the Applicable Rate consent of such Lenders adversely affected thereby in accordance with Section 13.2. (e) Upon the execution, delivery, acceptance and recording of the applicable existing Tranche of Lender Addition and Acknowledgment Agreement, from and after the applicable Incremental Revolving Credit Commitments may be increased to equal the Applicable Rate of such increased Tranche of Commitment Effective Date, (i) each Incremental Revolving Credit Commitments Lender shall have a Revolving Credit Commitment as set forth in the Register and all the rights and obligations of a Lender with a Revolving Credit Commitment hereunder and (ii) all Revolving Credit Loans made on account of any increase in the Revolving Credit Commitment pursuant to satisfy this Section 2.7 shall bear interest at the requirements of rate applicable to the Revolving Credit Loans immediately prior to giving effect to such increase in the Revolving Credit Commitment pursuant to this clause (f))Section 2.7. (gf) Notwithstanding anything The Administrative Agent shall maintain a copy of each Lender Addition and Acknowledgment Agreement delivered to the contrary contained herein, there shall be no more than ten (10) Revolving Facility Increases under this Agreementit in accordance with Section 13.10(c).

Increase in Revolving Credit Facility. (a) The As an alternative or in addition to Section 2.8 below, subject to the conditions set forth below, at any time prior to the Revolving Credit Maturity Date, the Borrower may from time shall have the right to timerequest, upon not less than thirty (30) days’ prior written notice by the Borrower (an “Incremental Revolving Credit Commitment Notification”) to the Administrative Agent specifying Agent, an increase in the proposed amount thereof, request an increase, from any Lender or any Additional Lender, in any Tranche of Revolving Credit Commitments (each, a “Revolving Facility Increase”) (which shall be on the same terms as, and become part of, the applicable Tranche of Revolving Credit Commitments (except as otherwise provided Commitment in clause (f)) by an aggregate principal amount not to exceed, at the time the Revolving Facility Increase becomes effective and assuming any such Revolving Facility Increase is fully drawn, the Incremental Amount; provided that any such request for a Revolving Facility Increase shall be in a minimum amount of the lesser of (x) $5,000,000 and (y) the entire amount of any Revolving Facility Increase that as may be requested under this Section 2.14specified by the Borrower. Such Incremental Revolving Credit Commitment Notification shall specify the applicable Incremental Revolving Credit Commitment Effective Date. (b) Each Increases in the Revolving Credit Commitment pursuant to this Section 2.7 shall be obtained from existing Lenders or from other banks, financial institutions or investment funds that qualify as Eligible Assignees (such notice shall specify other banks, financial institutions or investment funds, together with the identity of each Lender or other Person that is an Eligible Assignee (each, a “Revolving Facility Increase Lender”) to whom the Borrower proposes any portion of such Revolving Facility Increase be allocated and the proposed amounts of such allocation; provided that (w) any Lender approached to provide all or existing Lenders providing a portion of the proposed increase in the Revolving Facility Increase may elect or declineCredit Commitment pursuant to this Section 2.7, in its sole discretion, the “Incremental Revolving Credit Lenders”); provided that no existing Lender shall have any obligation to increase its applicable Tranche of Revolving Credit Commitments (it being understood that there is no obligation Commitment pursuant to approach this Section 2.7 and the failure by any existing Lenders Lender to provide any portion of the Revolving Facility Increase) and (x) the Administrative Agent, the L/C Issuer and the Swing Line Lender shall have the right respond to consent (each a request for such consent not to be unreasonably conditioned, withheld or delayed) to such Person’s providing such portion of the Revolving Facility Increase if such consent of the Administrative Agent, the L/C Issuer and the Swing Line Lender would be required under Section 10.07 for an assignment of Revolving Credit Loans or Revolving Credit Commitments to such Person. At the time of sending such notice to any existing Lenders that are approached to provide all or a portion of a Revolving Facility Increase, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each applicable Lender is requested to respond. Any Revolving Credit Lender not responding within such time period increase shall be deemed to have declined to increase its applicable Tranche be a refusal of Revolving Credit Commitmentsuch request by such existing Lender. (c) The Administrative Agent following terms and conditions shall notify apply to each increase in the Revolving Credit Commitment pursuant to this Section 2.7: (i) such increase in the Revolving Credit Commitment pursuant to this Section 2.7 (and any Revolving Credit Loans made thereunder) shall constitute Obligations of the Borrower and each Revolving shall be secured and guaranteed with the other Extensions of Credit Lender of the Revolving Credit Lenders’ responses to each request made under this Section 2.14.on a pari passu basis; (dii) If a Revolving Credit Facility is increased in accordance with this Section 2.14, the Administrative Agent and the Borrower shall determine the effective date (the “Revolving Credit Increase Effective Date”) and the final allocation of such Revolving Facility Increase among the applicable Revolving Facility Increase Lenders which need not be on a ratable basis for all existing Lenders of the applicable Tranche. The Administrative Agent shall promptly notify the Incremental Revolving Credit Lenders of the final allocation of such Revolving Facility Increase and the Revolving Credit Increase Effective Date. In connection with any Revolving Facility Increase, the Lenders hereby authorize the Administrative Agent to enter into amendments (which may be executed and delivered solely by shall have received from the Borrower an Officer’s Compliance Certificate, in form and substance reasonably satisfactory to the Administrative Agent) to this Agreement and the other Loan Documents with the Borrower as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower in order to reflect any technical changes necessary to give effect to such Revolving Facility Increase in accordance with its terms as set forth herein. (e) Such Revolving Facility Increase shall become effective, demonstrating that, as of the applicable Incremental Revolving Credit Increase Commitment Effective Date; provided that Date and after giving effect thereto and any Extensions of Credit made or to be made in connection therewith, the Borrower and its Restricted Subsidiaries are in pro forma compliance with the financial covenants set forth in Article IX; (iiii) no Default or Event of Default shall have occurred and be continuing as of the applicable Incremental Revolving Credit Commitment Effective Date or would result after giving effect to such increase in the Revolving Facility Increase Credit Commitment pursuant to this Section 2.7; (oriv) the representations and warranties made by each Credit Party in this Agreement and the other Loan Documents shall be true and correct on and as of the applicable Incremental Revolving Credit Commitment Effective Date with the same effect as if made on and as of such date (other than those representations and warranties that by their terms speak as of a particular date, which representations and warranties shall be true and correct as of such particular date); (v) the Administrative Agent and the Incremental Revolving Credit Lenders shall have received a resolution duly adopted by the board of directors of each Credit Party authorizing such increase in the Revolving Credit Commitment pursuant to this Section 2.7; (vi) in no event shall the aggregate amount of all increases in the Revolving Credit Commitment pursuant to this Section 2.7 (including the requested increase) plus the aggregate amount of all Incremental Term Loans made pursuant to Section 2.8, in each case after the case Closing Date, exceed the greater of a Revolving Facility Increase incurred (A) $200,000,000 and (B) 50% of Consolidated EBITDA for the four-quarter reference period most recently ended prior to finance a Permitted Acquisition, such increase (it being understood the condition set forth limitation in this clause (iB) shall be limited to Specified Events is a prospective limitation only and that no Default or Event of Default (and not any other event of default)), (ii) after giving effect to the making of any Revolving Credit Loans or the effectiveness of any Revolving Facility Increase, the conditions set forth in Section 4.02(a) shall be satisfied (or, in the case of an Revolving Facility Increase incurred to finance a Permitted Acquisition, the condition set forth in occur under this clause (iiB) retroactively); (vii) the amount of such increase in the Revolving Credit Commitment pursuant to this Section 2.7 shall not be less than a minimum principal amount of $15,000,000, or, if less, the remaining amount permitted pursuant to clause (vi) above; (viii) the Borrower and each Incremental Revolving Credit Lender shall execute and deliver to the Administrative Agent a Lender Addition and Acknowledgement Agreement, which shall be limited to acknowledged by the Specified Representations (Administrative Agent and not any other representations or warranties) (conformed as necessary for such acquisition); (iii) the Revolving Facility Increase each Subsidiary Guarantor and shall be effected pursuant to one or more joinder agreements (in form and substance reasonably satisfactory to the Administrative Agent; (ix) executed and delivered by the Borrower and the Revolving Facility Increase Lenders, and to the extent applicable, the Administrative Agent and the L/C Issuer, and each of which shall be recorded in the Register, (iv) the Borrower shall have delivered a certificate of the Borrower dated as of the Incremental Revolving Credit Increase Effective Date signed by a Responsible Officer of the Borrower certifying that the conditions precedent set forth in subclauses (i) and (ii) have been satisfied and that the Borrower is in Pro Forma Compliance with the Maximum Senior Secured Net Leverage Requirement, to the extent applicable, and the financial covenant set forth in Section 7.11, (v) the Borrower shall be in Pro Forma Compliance with the Maximum Senior Secured Net Leverage Requirement, to the extent applicable, and the financial covenant set forth in Section 7.11 (such compliance to be determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or (b) (or, prior to the first delivery thereof, on the basis of the financial information set forth in the Borrower’s most recent filed Form 10-K)) as though such incurrence or acquisition had been consummated as of the first day of the applicable Test Period), (vi) to the extent reasonably requested by the Administrative Agent, the Administrative Agent shall have received legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent any documents or information in all material respects connection with those delivered on the Closing Date under Section 4.01 with respect to the Borrower and all applicable Material Subsidiary Guarantors (other than changes to such legal opinions resulting from a change in Law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent) and evidencing the approval of such Revolving Facility Increase by the Borrower and each Material Subsidiary Guarantor and (vii) all fees and expenses owing in respect of such Revolving Facility Increase to the Administrative Agent and the applicable Lenders shall have been paid. On the Revolving Credit Increase Effective Date, the Borrower shall prepay any Revolving Credit Loans or L/C Advances outstanding on the Revolving Credit Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Revolving Credit Loans or L/C Advances, as the case may be, ratable with any revised Pro Rata Share of a Revolving Credit Lender in respect of the Tranche subject to such Revolving Facility Increase arising from any nonratable increase in the Revolving Credit Commitments under such Tranche Commitment pursuant to this Section.Section 2.7 as it or any such Incremental Revolving Credit Lender may request in its reasonable discretion; (fx) Any Revolving Facility Increase shall be on the same terms and pursuant to the same documentation as the Tranche or Tranches, as applicable, of outstanding Revolving Credit Loans and Revolving Credit Commitments increased thereby Commitment Percentages of L/C Obligations will be reallocated by the Administrative Agent on the applicable Incremental Revolving Credit Commitment Effective Date among the Lenders in accordance with their revised Revolving Credit Commitment Percentages (and the Lenders agree to make all payments and adjustments necessary to effect such reallocation and the Borrower shall pay any and all costs required pursuant to Section 4.9 in connection with such reallocation as of if such reallocation were a repayment); and (xi) each increase in the Revolving Credit Increase Effective Date (Commitment shall have the same terms, including with respect to upfront interest rate and unused fees, OID as the existing Revolving Credit Commitment. (d) Notwithstanding the provisions of Section 13.2 to the contrary, the Administrative Agent and each Incremental Revolving Credit Lender shall execute and deliver amendment documentation evidencing such amendments (or similar fees required any other amendments necessary to consummate such effectuate the proposed increase in the Revolving Facility Increase)Credit Commitment pursuant to this Section 2.7 on the terms set forth above) on behalf of the Lenders; provided that it is agreed that such amendment shall not modify this Agreement or any other Loan Document in any manner materially adverse to any Lender without the Applicable Rate consent of such Lenders adversely affected thereby in accordance with Section 13.2. (e) Upon the execution, delivery, acceptance and recording of the applicable existing Tranche of Lender Addition and Acknowledgment Agreement, from and after the applicable Incremental Revolving Credit Commitments may be increased to equal the Applicable Rate of such increased Tranche of Commitment Effective Date, (i) each Incremental Revolving Credit Commitments Lender shall have a Revolving Credit Commitment as set forth in the Register and all the rights and obligations of a Lender with a Revolving Credit Commitment hereunder and (ii) all Revolving Credit Loans made on account of any increase in the Revolving Credit Commitment pursuant to satisfy this Section 2.7 shall bear interest at the requirements of rate applicable to the Revolving Credit Loans immediately prior to giving effect to such increase in the Revolving Credit Commitment pursuant to this clause (f))Section 2.7. (gf) Notwithstanding anything The Administrative Agent shall maintain a copy of each Lender Addition and Acknowledgment Agreement delivered to the contrary contained herein, there shall be no more than ten (10) Revolving Facility Increases under this Agreementit in accordance with Section 13.10(c).

Increase in Revolving Credit Facility. (a) The Provided there exists no Default, upon notice to the Administrative Agent (which shall promptly notify the Revolving Credit Lenders) specifying in reasonable detail the proposed terms thereof, the Borrower may from time to time, upon written notice by the Borrower to the Administrative Agent specifying the proposed amount thereof, request an increase, from any Lender or any Additional Lender, increase in any Tranche of the Revolving Credit Commitments (each, a “Revolving Facility Increase”) (which shall be on the same terms as, and become part of, the applicable Tranche of Revolving Credit Commitments (except as otherwise provided in clause (f)) by an aggregate principal amount (for all such requests, together with all requests for an increase in the Term A Facility pursuant to Section 2.15, all requests for an increase in the Term B Facility pursuant to Section 2.16 and all requests for a New Term Facility pursuant to Section 2.17) not to exceed, at the time the Revolving Facility Increase becomes effective and assuming any such Revolving Facility Increase is fully drawn, the Incremental Amountexceeding $300,000,000; provided that (i) any such request for a Revolving Facility Increase an increase shall be in a minimum amount of the lesser of (x) $5,000,000 25,000,000 and (y) the entire remaining amount of any Revolving Facility Increase that may be requested increases available under this Section 2.14. and (bii) Each such notice shall specify the identity aggregate amount of each Lender or other Person that is an Eligible Assignee (each, a “Revolving Facility Increase Lender”) to whom the Borrower proposes any portion of such Revolving Facility Increase be allocated and the proposed amounts of such allocation; provided that (w) any Lender approached to provide all or a portion of increases in the Revolving Credit Facility Increase may elect or decline, in its sole discretion, to increase its applicable Tranche of Revolving Credit Commitments (it being understood that there is no obligation to approach any existing Lenders to provide any portion of the Revolving Facility Increase) and (x) the Administrative Agent, the L/C Issuer and the Swing Line Lender shall have the right to consent (each such consent not to be unreasonably conditioned, withheld or delayed) to such Person’s providing such portion of the Revolving Facility Increase if such consent of the Administrative Agent, the L/C Issuer and the Swing Line Lender would be required under Section 10.07 for an assignment of Revolving Credit Loans or Revolving Credit Commitments to such Personexceed $100,000,000. At the time of sending such notice to any existing Lenders that are approached to provide all or a portion of a Revolving Facility Increasenotice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each applicable Revolving Credit Lender is requested to respondrespond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Revolving Credit Lenders). (b) Each Revolving Credit Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Revolving Credit Commitment and, if so, whether by a percentage of the requested increase equal to, greater than, or less than its Pro Rata Share in respect of the Revolving Credit Facility. Any Revolving Credit Lender not responding within such time period shall be deemed to have declined to increase its applicable Tranche of Revolving Credit Commitment. (c) The Administrative Agent shall notify the Borrower and each Revolving Credit Lender of the Revolving Credit Lenders’ responses to each request made under this Section 2.14hereunder. To achieve the full amount of a requested increase, the Borrower may also invite additional Eligible Assignees to become Revolving Credit Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent. (d) If a the Revolving Credit Facility is increased in accordance with this Section 2.14Section, the Administrative Agent and the Borrower shall determine the effective date (the “Revolving Credit Increase Effective Date”) and the final allocation of such Revolving Facility Increase among the applicable Revolving Facility Increase Lenders which need not be on a ratable basis for all existing Lenders of the applicable Trancheincrease. The Administrative Agent shall promptly notify the Borrower and the Revolving Credit Lenders of the final allocation of such Revolving Facility Increase increase and the Revolving Credit Increase Effective Date. In connection with any increase in the Revolving Facility IncreaseCredit Facility, this Agreement and the Lenders hereby authorize the Administrative Agent to enter into amendments other Loan Documents may be amended in a writing (which may be executed and delivered solely by the Borrower and the Administrative Agent) to this Agreement and the other Loan Documents with the Borrower as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower in order to reflect any technical changes necessary to give effect to such Revolving Facility Increase increase in accordance with its terms as set forth herein. (e) Such Revolving Facility Increase shall become effectiveAs conditions precedent to such increase, as of the applicable Revolving Credit Increase Effective Date; provided that (i) no Default or Event of Default shall have occurred and be continuing or would result after giving effect to such Revolving Facility Increase (or, in the case of a Revolving Facility Increase incurred to finance a Permitted Acquisition, the condition set forth in this clause (i) shall be limited to Specified Events of Default (and not any other event of default)), (ii) after giving effect to the making of any Revolving Credit Loans or the effectiveness of any Revolving Facility Increase, the conditions set forth in Section 4.02(a) shall be satisfied (or, in the case of an Revolving Facility Increase incurred to finance a Permitted Acquisition, the condition set forth in this clause (ii) shall be limited to the Specified Representations (and not any other representations or warranties) (conformed as necessary for such acquisition); (iii) the Revolving Facility Increase shall be effected pursuant to one or more joinder agreements (in form and substance reasonably satisfactory to the Administrative Agent) executed and delivered by the Borrower and the Revolving Facility Increase Lenders, and to the extent applicable, the Administrative Agent and the L/C Issuer, and each of which shall be recorded in the Register, (iv) the Borrower shall have delivered deliver to the Administrative Agent a certificate of the Borrower dated as of the Revolving Credit Increase Effective Date signed by a Responsible Officer of the Borrower, certifying and attaching the resolutions adopted by the Borrower approving or consenting to such increase, and certifying that the conditions precedent set forth out in the following subclauses (i) and (ii) through (iv) have been satisfied satisfied, (ii) no Default shall have occurred and that be continuing or would result from such increase, (iii) after giving effect to such increase, the Borrower is in Pro Forma Compliance with the Maximum Senior Secured Net Leverage Requirement, to the extent applicable, and the financial covenant set forth in Section 7.11, (v) the Borrower shall would be in Pro Forma Compliance with the Maximum Senior Secured Net Leverage Requirement, to the extent applicable, and (A) the financial covenant covenants set forth out in Section 7.11 and (such compliance B) the Maximum Total Senior Secured Leverage Ratio, in each case for the four-quarter period to be determined on which the basis of the financial information most recently delivered to recent Compliance Certificate received by the Administrative Agent pursuant to Section 6.02(b) relates, assuming that the Revolving Facility (after giving effect to such increase) is fully drawn, (iv) 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 fees), assuming, in the case of original issue discount and upfront fees, four-year life to maturity) applicable to such increase will be determined by the Borrower and the Lenders pursuant providing such increase and will not be more than 50 basis points higher than the corresponding all-in yield (giving effect to Section 6.01(ainterest rate margins, original issue discount, upfront fees and Eurodollar Rate and Base Rate floors) or (b) (orfor the existing Revolving Credit Facility, prior unless the all-in yield with respect to the first delivery thereofexisting Revolving Credit Facility, as the case may be, is increased by an amount equal to the difference between the all-in yield with respect to such increase and the corresponding all-in yield on the existing Revolving Credit Facility, minus, 50 basis of the financial information set forth in the Borrower’s most recent filed Form 10-K)) as though such incurrence or acquisition had been consummated as of the first day of the applicable Test Period)points, and (viv) to the extent reasonably requested by the Administrative Agent, the Administrative Agent shall have received legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent in all material respects with those delivered on the Closing Date under Section 4.01 with respect to the Borrower and all applicable Material Subsidiary Guarantors (other than changes to such legal opinions resulting from a change in Lawlaw, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent) Agent and evidencing the approval of such Revolving Facility Increase increase by the Borrower and each Material Subsidiary Guarantor and (vii) all fees and expenses owing in respect of such Revolving Facility Increase to the Administrative Agent and the applicable Lenders shall have been paidGuarantor). On the Revolving Credit Increase Effective Date, the Borrower shall prepay any Revolving Credit Loans or Loans, L/C Advances or Swing Line Loans (to the extent participated to Revolving Credit Lenders) outstanding on the Revolving Credit Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Revolving Credit Loans or Loans, L/C AdvancesAdvances or Swing Line Loans (to the extent participated to Revolving Credit Lenders), as the case may be, ratable with any revised Pro Rata Share of a Revolving Credit Lender in respect of the Tranche subject to such Revolving Credit Facility Increase arising from any nonratable increase in the Revolving Credit Commitments under such Tranche pursuant to this Section. (f) Any Revolving Facility Increase shall be on the same terms and pursuant to the same documentation as the Tranche or Tranches, as applicable, of Revolving Credit Loans and Revolving Credit Commitments increased thereby as of the Revolving Credit Increase Effective Date (including with respect to upfront fees, OID or similar fees required to consummate such Revolving Facility Increase); provided that it is agreed that the Applicable Rate of the applicable existing Tranche of Revolving Credit Commitments may be increased to equal the Applicable Rate of such increased Tranche of Revolving Credit Commitments to satisfy the requirements of this clause (f)). (g) Notwithstanding anything to the contrary contained herein, there shall be no more than ten (10) Revolving Facility Increases under this Agreement.

Increase in Revolving Credit Facility. Sections 2.1(a) through (c) of the Credit Agreement are hereby amended and restated in their entirety as follows: (a) The Borrower may from time to time, upon written notice by the Borrower Subject to the terms and conditions and relying upon the representations and warranties herein set forth, and absent the occurrence of a Potential Default or Event of Default, the Lenders agree, severally on the basis of their respective Percentage Interests but not jointly, until the Maturity Date, to make Advances on account of a revolving credit facility (the “Revolving Credit Facility”) to the Borrowers, and to cause to be issued, through the Administrative Agent specifying Agent, one or more Letters of Credit, to or for the proposed amount thereof, request an increase, from any Lender benefit or any Additional Lenderaccount of one or more of the Borrowers, in any Tranche of Revolving Credit Commitments an aggregate amount not to exceed $60,000,000 (eachthe “Aggregate Commitment”), a “Revolving Facility Increase”) (which shall be on the same terms as, and become part of, the applicable Tranche of Revolving Credit Commitments (except as otherwise provided in clause (f)) by an aggregate principal amount not to exceed, at the time the Revolving Facility Increase becomes effective and assuming any such Revolving Facility Increase is fully drawn, the Incremental Amount; provided that any such request for a Revolving Facility Increase shall be in a minimum amount of the lesser of (x) $5,000,000 and (y) the entire amount of any Revolving Facility Increase that may be requested under this Section 2.14set forth herein. (b) Each such notice shall specify the identity of each Lender or other Person that is an Eligible Assignee (each, a “Revolving Facility Increase Lender”) to whom the Borrower proposes any portion of such Revolving Facility Increase be allocated and the proposed amounts of such allocation; provided that (w) any Lender approached to provide all or a portion of the Revolving Facility Increase may elect or decline, in its sole discretion, to increase its applicable Tranche of Revolving Credit Commitments (it being understood that there is no obligation to approach any existing Lenders to provide any portion of the Revolving Facility Increase) and (x) the Administrative Agent, the L/C Issuer and the Swing Line Lender shall have the right to consent (each such consent not to be unreasonably conditioned, withheld or delayed) to such Person’s providing such portion of the Revolving Facility Increase if such consent of the Administrative Agent, the L/C Issuer and the Swing Line Lender would be required under Section 10.07 for an assignment of Revolving Credit Loans or Revolving Credit Commitments to such Person. At the time of sending such notice to any existing Lenders that are approached to provide all or a portion of a Revolving Facility Increase, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each applicable Lender is requested to respond. Any Revolving Credit Lender not responding within such time period shall be deemed to have declined to increase its applicable Tranche of Revolving Credit CommitmentIntentionally left blank. (c) The Administrative Agent shall notify the Borrower and each Revolving Credit Lender aggregate principal amount of the Revolving Credit Lenders’ responses to each request made under this Section 2.14. (d) If a Revolving Facility outstanding and unrepaid, plus the Aggregate Letter of Credit Facility is increased in accordance with this Section 2.14Outstandings, the Administrative Agent and the Borrower shall determine the effective date not at any time exceed $60,000,000 (the “Revolving Credit Increase Effective DateAdvance Limit”) and ); provided, however, at the final allocation of such Revolving Facility Increase among the applicable Revolving Facility Increase Lenders which need not be on a ratable basis for all existing Lenders request of the applicable Tranche. The Administrative Agent shall promptly notify Borrowers, the Revolving Credit Lenders Advance Limit (and, consequently, the Aggregate Commitment) may be increased from $60,000,000 up to $120,000,000, in increments of $10,000,000, subject to the satisfaction of the final allocation of such Revolving Facility Increase and the Revolving Credit Increase Effective Date. In connection with any Revolving Facility Increase, the Lenders hereby authorize the Administrative Agent to enter into amendments (which may be executed and delivered solely by the Borrower and the Administrative Agent) to this Agreement and the other Loan Documents with the Borrower as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower in order to reflect any technical changes necessary to give effect to such Revolving Facility Increase in accordance with its terms as set forth herein. (e) Such Revolving Facility Increase shall become effective, as of the applicable Revolving Credit Increase Effective Date; provided that following conditions: (i) no Potential Default or Event of Default shall have occurred and be continuing or would result after giving effect to such Revolving Facility Increase (or, in the case of a Revolving Facility Increase incurred to finance a Permitted Acquisition, the condition set forth in this clause (i) shall be limited to Specified Events of Default (and not any other event of default)), continuing; (ii) after giving effect Lenders, or other financial institutions acceptable to the making of any Revolving Credit Loans or the effectiveness of any Revolving Facility IncreaseAdministrative Agent, the conditions set forth in Section 4.02(a) shall be satisfied (or, in the case of an Revolving Facility Increase incurred have committed to finance a Permitted Acquisition, the condition set forth in this clause (ii) shall be limited to the Specified Representations (and not any other representations or warranties) (conformed as necessary for fund such acquisition)increase; (iii) the Revolving Facility Increase all necessary credit approvals shall be effected pursuant to one or more joinder agreements (in form and substance reasonably satisfactory to the Administrative Agent) executed and delivered have been obtained by the Borrower Lenders; and the Revolving Facility Increase Lenders, and to the extent applicable, the Administrative Agent and the L/C Issuer, and each of which shall be recorded in the Register, (iv) the Borrower Borrowers and Guarantors shall have delivered a certificate of the Borrower dated as of the Revolving Credit Increase Effective Date signed by a Responsible Officer of the Borrower certifying that the conditions precedent set forth in subclauses (i) executed and (ii) have been satisfied and that the Borrower is in Pro Forma Compliance with the Maximum Senior Secured Net Leverage Requirement, to the extent applicable, and the financial covenant set forth in Section 7.11, (v) the Borrower shall be in Pro Forma Compliance with the Maximum Senior Secured Net Leverage Requirement, to the extent applicable, and the financial covenant set forth in Section 7.11 (such compliance to be determined on the basis of the financial information most recently delivered to the Administrative Agent all documents, agreements and instruments reasonably required by the Lenders pursuant Administrative Agent in connection with such increase. Proceeds of, or availability under, the Revolving Credit Facility shall be used or allocated by one or more Borrowers for Letters of Credit, Capital Expenditures, working capital and general corporate purposes. Upon not less than five (5) Business Days’ notice, the Borrowers may (i) permanently and irrevocably reduce the Revolving Advance Limit (and, consequently, the Aggregate Commitment) in increments equal to Section 6.01(a) $5,000,000 or larger integral multiples of $1,000,000, or (bii) terminate the Revolving Credit Facility at any time; provided, however, that (or, prior A) any prepayment involved in such reduction or termination shall be subject to the first delivery thereof, on the basis provisions relating to prepayment and payment of the financial information Breakage Costs set forth in the Borrower’s most recent filed Form 10-K)) as though such incurrence or acquisition had been consummated as of the first day of the applicable Test Period)this Agreement, (vi) to the extent reasonably requested by the Administrative Agent, the Administrative Agent shall have received legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent in all material respects with those delivered on the Closing Date under Section 4.01 with respect to the Borrower and all applicable Material Subsidiary Guarantors (other than changes to such legal opinions resulting from a change in Law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent) and evidencing the approval of such Revolving Facility Increase by the Borrower and each Material Subsidiary Guarantor and (viiB) all fees and expenses owing in respect of such Revolving Facility Increase to the Administrative Agent and the applicable Lenders shall have been paid. On the Revolving Advance Limit may not be reduced at any time below the Dollar amount of Letters of Credit Increase Effective Date, the Borrower shall prepay any Revolving Credit Loans or L/C Advances outstanding on the Revolving Credit Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Revolving Credit Loans or L/C Advances, as the case may be, ratable with any revised Pro Rata Share of a Revolving Credit Lender in respect of the Tranche subject to such Revolving Facility Increase arising from any nonratable increase in the Revolving Credit Commitments under such Tranche pursuant to this SectionOutstanding. (f) Any Revolving Facility Increase shall be on the same terms and pursuant to the same documentation as the Tranche or Tranches, as applicable, of Revolving Credit Loans and Revolving Credit Commitments increased thereby as of the Revolving Credit Increase Effective Date (including with respect to upfront fees, OID or similar fees required to consummate such Revolving Facility Increase); provided that it is agreed that the Applicable Rate of the applicable existing Tranche of Revolving Credit Commitments may be increased to equal the Applicable Rate of such increased Tranche of Revolving Credit Commitments to satisfy the requirements of this clause (f)). (g) Notwithstanding anything to the contrary contained herein, there shall be no more than ten (10) Revolving Facility Increases under this Agreement.