Common use of Increase in Term Facility Clause in Contracts

Increase in Term Facility. (a) After the earlier of (i) the Delayed Draw Funding Date and (ii) the Delayed Draw Termination Date, 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 Term Loans (each, a “Term Facility Increase”) (which shall be on the same terms as, and become part of, the applicable Tranche of Term Loans hereunder (except as otherwise provided in Sections 2.15(d) and 2.15(f)) by an aggregate principal amount not to exceed, at the time the time of incurrence, the Incremental Amount; provided that any such request for a Term Facility Increase shall be in a minimum amount of the lesser of (x) $5,000,000 and (y) the entire amount of any Term Facility Increase that may be requested under this Section 2.15. (b) Each such notice shall specify the identity of each Lender or other Person that is an Eligible Assignee (each, a “Term Facility Increase Lender”) to whom the Borrower proposes any portion of such Term 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 Term Facility Increase may elect or decline, in its sole discretion, to increase its applicable Tranche of Term Loans (it being understood that there is no obligation to approach any existing Lenders to provide any portion of the Term Facility Increase) and (x) the Administrative Agent shall have the right to consent (such consent not to be unreasonably conditioned, withheld or delayed) to such Person’s providing such portion of the Term Facility Increase if such consent of the Administrative Agent would be required under Section 10.07 for an assignment of Term Loans or Term Commitments to such Person. Any applicable Lender not responding within such time period shall be deemed to have declined to increase its applicable Tranche of Term Loans. (c) The Administrative Agent shall notify the Borrower and each applicable Lender of the applicable Lenders’ responses to each request made under this Section 2.15. (d) If any Tranche of Term Loans is increased in accordance with this Section 2.15, the Administrative Agent and the Borrower shall determine the effective date (the “Term Increase Effective Date”) and the final allocation of such Term Facility Increase among the applicable Term 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 applicable Lenders of the final allocation of such increase and the Term Increase Effective Date. As of the Term Increase Effective Date, the amortization schedule for the Tranche of Term Loans subject to the Term Facility Increase set forth in Section 2.07(a) (or any other applicable amortization schedule for the relevant Tranche of Term Loans) shall be amended in a writing (which may be executed and delivered solely by the Borrower and the Administrative Agent) to increase the then-remaining unpaid installments of principal by an aggregate amount equal to the additional Term Loans being made on such date, such aggregate amount to be applied to increase such installments ratably in accordance with the amounts in effect immediately prior to the Term Increase Effective Date. In addition, in connection with any Term Facility Increase pursuant to this Section 2.15, 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 Term Facility Increase in accordance with its terms as set forth herein. (e) Such Term Facility Increase shall become effective, as of the applicable Term 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 Term Facility Increase (or, in the case of a Term 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 Term Loans or the effectiveness of any Term Facility Increase, the conditions set forth in Section 4.02(a) shall be satisfied (or, in the case of an Term 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 Term 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 Term Facility Increase Lenders, and to the extent applicable, the Administrative Agent, 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 Term 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 increase by the Borrower and each Material Subsidiary Guarantor and (vii) all fees and expenses owing in respect of such increase to the Administrative Agent and the applicable Lenders shall have been paid. The additional Term Loans made pursuant to any Term Facility Increase shall be made by the applicable Lenders participating therein pursuant to the procedures set forth in Section 2.02. (f) Any Term Facility Increase shall (except as otherwise provided in Section 2.15(d) with respect to amortization) be on the same terms and pursuant to the same documentation as the Tranche or Tranches, as applicable, of Term Loans increased thereby as of the Term Increase Effective Date (including with respect to upfront fees, OID or similar fees required to consummate such Term Facility Increase); provided that it is agreed that the Applicable Rate of the applicable existing Tranche of Term Loans may be increased to equal the Applicable Rate of such increased Tranche of Term Loans to satisfy the requirements of this clause (f)).

Increase in Term Facility. (a) After the earlier of (i) Provided no Event of Default has occurred and is continuing, upon notice to the Delayed Draw Funding Date and Administrative Agent (ii) which shall promptly notify the Delayed Draw Termination DateTerm Lenders), the Administrative Borrower may from time to time, upon written notice by time over the Borrower to the Administrative Agent specifying the proposed amount thereofterm of this Agreement, request an increase, from any Lender or any Additional Lender, increase in any Tranche of Term Loans (each, a “the Term Facility Increase”) (which shall be on the same terms as, and become part of, the applicable Tranche of Term Loans hereunder (except as otherwise provided in Sections 2.15(d) and 2.15(f)) by an aggregate principal amount (for all such requests) not to exceed, at the time the time of incurrence, exceed the Incremental Amount; provided that (i) any such request for a Term 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 Term Facility Increase that may be requested under this Section 2.15. (b) Each such notice shall specify the identity of each Lender or other Person that is an Eligible Assignee (each, a “Term Facility Increase Lender”) to whom the Borrower proposes any portion of such Term 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 Term Facility Increase may elect effected under this Section 2.16(b), plus the aggregate amount of increases in respect of the Revolving Credit Facility effected under Section 2.16(a) exceed the Incremental Amount. At the time of sending such notice, the Administrative Borrower (in consultation with the Administrative Agent) shall specify in such notice (A) the time period within which each Term Lender is requested to respond and (B) whether such Incremental Term Commitments are to be (x) commitments to make term loans with terms identical to (and which shall together with any then outstanding Initial Term Loans form a single Class of) the Initial Term Loans or decline(y) commitments to make term loans with pricing, maturity, amortization, participation in its sole discretion, to increase its applicable Tranche of mandatory prepayments and/or other terms different from the Initial Term Loans (“Other Incremental Term Loans”). (ii) Each Term Lender shall notify the Administrative Agent within such time period whether or not it being understood that there is no obligation agrees to approach participate in any existing Lenders to provide any portion of such increase in the Term Facility Increase) and (x) the Administrative Agent shall have the right to consent (such consent not to be unreasonably conditionedand, withheld if so, whether by an amount equal to, greater than, or delayed) to such Person’s providing such portion less than its Applicable Percentage of the existing Term Facility Increase if such consent of the Administrative Agent would be required under Section 10.07 for an assignment of Term Loans or Term Commitments to such PersonLoans. Any applicable Term Lender not responding within such time period shall be deemed to have declined to participate in such increase its applicable Tranche of in the Term LoansFacility. (ciii) The Administrative Agent shall notify the Administrative Borrower and each applicable Term Lender of the applicable Term Lenders’ responses to each request made hereunder. To the extent existing Term Lenders do not agree to provide the entire amount of such requested increase in the Term Facility on the terms requested, the Administrative Borrower may also invite additional Eligible Assignees to provide such increase, provided that any such Eligible Assignees who agree to do so (together with any existing Term Lender participating in any such increase, each, an “Increasing Term Lender”) enters into a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent (to the extent the same would be required for an assignment under this Section 2.1511.06). Nothing contained herein shall constitute, or otherwise be deemed to be, a commitment on the part of any Term Lender to participate in such increase in the Term Facility. (div) If any Tranche of Term Loans is increased in accordance with this Section 2.15, the 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 Incremental Term loans)) among Increasing Term Lenders and Schedule 2.01 attached hereto shall be automatically updated to reflect the same and (B) the effective date (the “Term Facility Increase Effective Date”) and the final allocation of any such Term Facility Increase among the applicable Term 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 applicable Administrative Borrower and the Term Lenders of the final allocation of such increase and the Term Facility Increase Effective Date. As of the Term Increase Effective Date, the amortization schedule for the Tranche of Term Loans subject to the Term Facility Increase set forth in Section 2.07(a) (or any other applicable amortization schedule for the relevant Tranche of Term Loans) shall be amended in a writing (which may be executed and delivered solely by the Borrower and the Administrative Agent) to increase the then-remaining unpaid installments of principal by an aggregate amount equal to the additional Term Loans being made on such date, such aggregate amount to be applied to increase such installments ratably in accordance with the amounts in effect immediately prior to the Term Increase Effective Date. In addition, in connection with any Term Facility Increase pursuant to this Section 2.15, 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 Term Facility Increase in accordance with its terms as set forth herein. (e) Such Term Facility Increase shall become effective, as of the applicable Term 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 Term Facility Increase (or, in the case of a Term 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 Term Loans or the effectiveness of any Term Facility Increase, the conditions set forth in Section 4.02(a) shall be satisfied (or, in the case of an Term 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 Term 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 Term Facility Increase Lenders, and to the extent applicable, the Administrative Agent, 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 Term 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 increase by the Borrower and each Material Subsidiary Guarantor and (vii) all fees and expenses owing in respect of such increase to the Administrative Agent and the applicable Lenders shall have been paid. The additional Term Loans made pursuant to any Term Facility Increase shall be made by the applicable Lenders participating therein pursuant to the procedures set forth in Section 2.02. (f) Any Term Facility Increase shall (except as otherwise provided in Section 2.15(d) with respect to amortization) be on the same terms and pursuant to the same documentation as the Tranche or Tranches, as applicable, of Term Loans increased thereby as of the Term Increase Effective Date (including with respect to upfront fees, OID or similar fees required to consummate such Term Facility Increase); provided that it is agreed that the Applicable Rate of the applicable existing Tranche of Term Loans may be increased to equal the Applicable Rate of such increased Tranche of Term Loans to satisfy the requirements of this clause (f)).

Increase in Term Facility. (a) After Provided there exists no Default, upon notice to the earlier of Administrative Agent (iwhich shall promptly notify the Term Lenders) specifying in reasonable detail the Delayed Draw Funding Date and (ii) the Delayed Draw Termination Dateproposed terms thereof, the Borrower Borrowers may from time to time, upon written notice by time after the Borrower to the Administrative Agent specifying the proposed amount thereofInitial Funding Date, request an increase, from any Lender or any Additional Lender, increase in any Tranche of the Term Loans (each, a “Term Facility Increase”) (which shall be on the same terms as, and become part of, the applicable Tranche of Term Loans hereunder (except as otherwise provided in Sections 2.15(d) and 2.15(f)) by an aggregate principal amount (for all such requests, together with all requests for an increase in the Revolving Credit Facility pursuant to Section 2.22) not to exceed, at the time the time of incurrence, the Incremental Amountexceeding $250,000,000; provided that (i) any such request for a Term 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 increases available under this Section, and (ii) the Borrowers shall make no more than a total of three requests for increases in the Term Facility Increase that may be requested under this Section 2.15and/or increases in the Revolving Credit Facility under Section 2.22. At the time of sending such notice, the Borrowers and the Administrative Agent shall specify the time period within which each Term Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Term Lenders). (b) Each Term Lender shall notify the Administrative Agent within such notice shall specify time period whether or not it agrees to increase its Term Loans and, if so, whether by an amount equal to, greater than, or less than its ratable portion (based on such Term Lender’s ratable share in respect of the identity of each Lender or other Person that is an Eligible Assignee (each, a “Term Facility Increase Lender”) to whom as of the Borrower proposes any portion date of such Term Facility Increase be allocated and the proposed amounts notice) of such allocation; provided that (w) any requested increase. Any Term Lender approached to provide all or a portion of the increase in the Term Facility Increase may elect or decline, in its sole discretion, to provide such increase its applicable Tranche of Term Loans (it being understood that there is no obligation to approach any existing Lenders to provide any portion of the Term Facility Increase) and (x) the Administrative Agent shall have the right to consent (such consent not to be unreasonably conditioned, withheld or delayed) to such Person’s providing such portion of the Term Facility Increase if such consent of the Administrative Agent would be required under Section 10.07 for an assignment of Term Loans or Term Commitments to such Personloans thereunder. Any applicable Term Lender not responding within such time period shall be deemed to have declined to increase its applicable Tranche of Term Loans. (c) The Administrative Agent shall promptly notify the Borrower Borrowers and each applicable Term Lender of the applicable Term Lenders’ responses to each request made under this Section 2.15hereunder. To achieve the full amount of a requested increase, the Borrowers may also invite Eligible New Lenders to become Term Lenders pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent. (d) If any Tranche of the Term Loans is are increased in accordance with this Section 2.15Section, the Administrative Agent and the Borrower Borrowers shall determine the effective date (the “Term Increase Effective Date”) and the final allocation of such Term Facility Increase among the applicable Term 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 applicable Borrowers and the Term Lenders of the final allocation of such increase and the Term Increase Effective Date. As of In connection with any increase in the Term Increase Effective DateLoans, this Agreement and the amortization schedule for the Tranche of Term Loans subject to the Term Facility Increase set forth in Section 2.07(a) (or any other applicable amortization schedule for the relevant Tranche of Term Loans) shall Loan Documents may be amended in a writing (which may be executed and delivered solely by the Borrower Obligors and the Administrative Agent, without the consent of any Lender) to increase the then-remaining unpaid installments of principal by an aggregate amount equal to the additional Term Loans being made on such date, such aggregate amount to be applied to increase such installments ratably in accordance with the amounts in effect immediately prior to the Term Increase Effective Date. In addition, in connection with any Term Facility Increase pursuant to this Section 2.15, 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 Term Facility Increase increase in accordance with its terms as set forth hereinherein (including the addition of such increase in Term Loans as a “Facility” hereunder and treated in a manner consistent with the other Term Facility, including, without limitation, for purposes of prepayments and voting). (e) Such Term Facility Increase shall become effective, as of the applicable Term Increase Effective Date; provided that As a condition precedent to such increase, (i) no Default or Event of Default each Borrower shall have occurred and be continuing or would result after giving effect to such Term Facility Increase (or, in the case of a Term 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 Term Loans or the effectiveness of any Term Facility Increase, the conditions set forth in Section 4.02(a) shall be satisfied (or, in the case of an Term 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 Term Facility Increase shall be effected pursuant to one or more joinder agreements (in form and substance reasonably satisfactory deliver to the Administrative Agent) executed and delivered by the Borrower and the Term Facility Increase Lenders, and to the extent applicable, the Administrative Agent, and each of which shall be recorded in the Register, (iv) the Borrower shall have delivered Agent a certificate of the such Borrower dated as of the Term Increase Effective Date signed by a Responsible Officer of such Borrower, certifying and attaching the resolutions adopted by such Borrower approving or consenting to such increase, and certifying that the conditions precedent set forth out in the following subclauses (iii) and through (iivi) 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 (vi) below), (ii) no Default shall have occurred and be continuing or would result from such increase, (iii) the representations and warranties of the Obligors set forth in this Agreement, and of each Credit Party in each of the other Loan Documents to which it is a party, shall be true and correct in all material respects as of the Term Increase Effective Date, except for representations and warranties expressly stated to relate to a specific earlier date, in which case such representations and warranties were true and correct in all material respects as of such earlier date, (iv) the maturity date with respect to such increase in the Term Facility shall not be prior to the Maturity Date, (v) the Borrower Weighted Average Life to Maturity of such increase in the Term Facility shall be no shorter than the remaining Weighted Average Life to Maturity of the Term Facility, (vi) immediately after giving effect to such increase, the Obligors shall be in Pro Forma Compliance with the Maximum Senior Secured Net Leverage RequirementCompliance, to the extent applicable, and the financial covenant set forth in Section 7.11 and (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), (vivii) 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 Effective Date under Section 4.01 5.01 with respect to the Borrower Obligors and all applicable Material Subsidiary Guarantors (each 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 Credit Party evidencing the approval of such increase by the Borrower Obligors and each Material Subsidiary Guarantor and (vii) all fees and expenses owing in respect of such increase to the Administrative Agent and the applicable Lenders shall have been paid. The additional Term Loans made pursuant to any Term Facility Increase shall be made by the applicable Lenders participating therein pursuant to the procedures set forth in Section 2.02other Credit Party. (f) Any Term Facility Increase shall (except as otherwise provided in Section 2.15(d) with respect to amortization) be on the same terms and pursuant to the same documentation as the Tranche or Tranches, as applicable, of Term Loans increased thereby as of the Term Increase Effective Date (including with respect to upfront fees, OID or similar fees required to consummate such Term Facility Increase); provided that it is agreed that the Applicable Rate of the applicable existing Tranche of Term Loans may be increased to equal the Applicable Rate of such increased Tranche of Term Loans to satisfy the requirements of this clause (f)).

Increase in Term Facility. (a) After Provided there exists no Default, upon notice to the earlier of Administrative Agent (iwhich shall promptly notify the Term Lenders) specifying in reasonable detail the Delayed Draw Funding Date and (ii) the Delayed Draw Termination Dateproposed 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 Term Loans (each, a “Term Facility Increase”) (which shall be on the same terms as, and become part of, as the applicable Tranche of Term Loans hereunder (except as otherwise provided in Sections 2.15(d) and 2.15(f)Facility) by an aggregate principal amount (for all such requests, together with all requests for an increase in the Revolving Credit Facility pursuant to Section 2.14 and all requests for a New Term Facility pursuant to Section 2.16) not to exceed, at the time the time of incurrence, the Incremental Amountexceeding $200,000,000; provided that (i) any such request for a Term 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, and (ii) the Borrower shall make no more than a total of five (5) requests for increases in the Term Facility Increase that may be requested under this Section 2.15, increases in the Revolving Credit Facility under Section 2.14 and/or New Term Facilities under Section 2.16. At the time of sending such notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Term Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Term Lenders). (b) Each Term Lender shall notify the Administrative Agent within such notice shall specify time period whether or not it agrees to increase its Term Loans and, if so, whether by an amount equal to, greater than, or less than its ratable portion (based on such Term Lender’s ratable share in respect of the identity of each Lender or other Person that is an Eligible Assignee (each, a “Term Facility Increase Lender”Facility) to whom the Borrower proposes any portion of such requested increase. Any Term 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 increase in the Term Facility Increase may elect or decline, in its sole discretion, to provide such increase its applicable Tranche of Term Loans (it being understood that there is no obligation to approach any existing Lenders to provide any portion of the Term Facility Increase) and (x) the Administrative Agent shall have the right to consent (such consent not to be unreasonably conditioned, withheld or delayed) to such Person’s providing such portion of the Term Facility Increase if such consent of the Administrative Agent would be required under Section 10.07 for an assignment of Term Loans or Term Commitments to such Personloans thereunder. Any applicable Term Lender not responding within such time period shall be deemed to have declined to increase its applicable Tranche of Term Loans. (c) The Administrative Agent shall notify the Borrower and each applicable Term Lender of the applicable Term Lenders’ responses to each request made under this Section 2.15hereunder. To achieve the full amount of a requested increase, the Borrower may also invite additional Eligible Assignees to become Term Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent. (d) If any Tranche of the Term Loans is are increased in accordance with this Section 2.15Section, the Administrative Agent and the Borrower shall determine the effective date (the “Term Increase Effective Date”) and the final allocation of such Term Facility Increase among the applicable Term 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 applicable Borrower and the Term Lenders of the final allocation of such increase and the Term Increase Effective Date. As of the Term Increase Effective Date, the amortization schedule for the Tranche of Term Loans subject to the Term Facility Increase set forth in Section 2.07(a) (or any other applicable amortization schedule for the relevant Tranche of Term Loans) shall be amended in a writing (which may be executed and delivered solely by the Borrower and the Administrative Agent) to increase the then-remaining unpaid installments of principal by an aggregate amount equal to the additional Term Loans being made on such date, such aggregate amount to be applied to increase such installments ratably in accordance with the amounts in effect immediately prior to the Term Increase Effective Date. Such amendment may be signed by the Administrative Agent on behalf of the Lenders. In addition, in connection with any increase in the Term Facility Increase pursuant to Loans, this Section 2.15, 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 Term Facility Increase increase in accordance with its terms as set forth hereinherein (including the addition of such increase in Term Loans as a “Facility” hereunder and treated in a manner consistent with the other Term Loan Facilities, including, without limitation, for purposes of prepayments and voting). (e) Such Term Facility Increase shall become effectiveAs a condition precedent to such increase, as of the applicable Term 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 Term Facility Increase (or, in the case of a Term 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 Term Loans or the effectiveness of any Term Facility Increase, the conditions set forth in Section 4.02(a) shall be satisfied (or, in the case of an Term 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 Term 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 Term Facility Increase Lenders, and to the extent applicable, the Administrative Agent, 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 Term 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 through (iivi) 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 (v) below), (ii) no Default shall have occurred and be continuing or would result from such increase, (iii) such increase in the Term Facility shall have a final maturity no earlier than the Maturity Date of the Term Facility, (iv) the Weighted Average Life to Maturity of such increase in the Term Facility shall be equal to the remaining Weighted Average Life to Maturity of the Term Facility, (v) 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 (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)relates, (vi) 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 arrangement or underwriting fees paid to arrangers for their own account), assuming, in the case of original issue discount and upfront fees, four-year life to maturity) applicable to such increase will be equal to the all-in yield of the existing Term Facility, and (vii) 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 increase by the Borrower and each Material Subsidiary Guarantor and (vii) all fees and expenses owing in respect of such increase to the Administrative Agent and the applicable Lenders shall have been paidGuarantor). The additional Term Loans made pursuant to any Term Facility Increase shall be made by the applicable Term Lenders participating therein pursuant to the procedures set forth in Section 2.02. (f) Any Term Facility Increase shall (except as otherwise provided in Section 2.15(d) with respect to amortization) be on the same terms and pursuant to the same documentation as the Tranche or Tranches, as applicable, of Term Loans increased thereby as of the Term Increase Effective Date (including with respect to upfront fees, OID or similar fees required to consummate such Term Facility Increase); provided that it is agreed that the Applicable Rate of the applicable existing Tranche of Term Loans may be increased to equal the Applicable Rate of such increased Tranche of Term Loans to satisfy the requirements of this clause (f)).

Increase in Term Facility. (a) After the earlier of (i) the Delayed Draw Funding Date and (ii) the Delayed Draw Termination Date, the 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 Term Loans (each, a “Term Facility Increase”) (which shall be on the same terms as, and become part of, the applicable Tranche of Term Loans hereunder (except as otherwise provided in Sections 2.15(d2.15(c) and 2.15(f2.15(e))) by an aggregate principal amount not to exceed, at the time the time of incurrence, the Incremental Amount; provided that any such request for a Term Facility Increase shall be in a minimum amount of the lesser of (x) $5,000,000 and (y) the entire amount of any Term Facility Increase that may be requested under this Section 2.15. (b) Each such notice shall specify the identity of each Lender or other Person that is an Eligible Assignee (each, a “Term Facility Increase Lender”) to whom the Borrower proposes any portion of such Term 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 Term Facility Increase may elect or decline, in its sole discretion, to increase its applicable Tranche of Term Loans (it being understood that there is no obligation to approach any existing Lenders to provide any portion of the Term Facility Increase) and (xy) the Administrative Agent shall have the right to consent (such consent not to be unreasonably conditioned, withheld or delayed) to such Person’s providing such portion of the Term Facility Increase if such consent of the Administrative Agent would be required under Section 10.07 for an assignment of Term Loans or Term Commitments to such Person. Any applicable Lender not responding within such time period shall be deemed to have declined to increase its applicable Tranche of Term Loans. (c) The Administrative Agent shall notify the Borrower and each applicable Lender of the applicable Lenders’ responses to each request made under this Section 2.15. (d) If any Tranche of Term Loans is increased in accordance with this Section 2.15, the Borrower, in consultation with the Administrative Agent and the Borrower Agent, shall determine the effective date (the “Term Increase Effective Date”) and the final allocation of such Term Facility Increase among the applicable Term 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 applicable Lenders of the final allocation of such increase and the Term Increase Effective Date. As of the Term Increase Effective Date, the amortization schedule for the Tranche of Term Loans subject to the Term Facility Increase set forth in Section 2.07(a) (or any other applicable amortization schedule for the relevant Tranche of Term Loans) shall be amended in a writing (which may be executed and delivered solely by the Borrower and the Administrative Agent) to increase reflect the then-remaining unpaid installments addition of principal by an aggregate amount equal to the additional such Term Loans being made on such date, such aggregate amount to be applied to increase such installments ratably in accordance with the amounts in effect immediately prior to the Term Increase Effective DateFacility Increase. In addition, in connection with any Term Facility Increase pursuant to this Section 2.15, 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 Term Facility Increase in accordance with its terms as set forth herein. (ed) Such Term Facility Increase shall become effective, as of the applicable Term 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 Term Facility Increase (orincluding the use of proceeds thereof) (provided that, in the case of a if such Term Facility Increase is being incurred to finance in connection with a Permitted Limited Condition Acquisition, the Borrower and the Lenders providing such Term Facility Increase may, pursuant to Section 1.09(b), agree to limit the foregoing condition set forth in this clause to provide that (ix) no Event of Default has occurred and is continuing as of the date the definitive agreement for such Limited Condition Acquisition is entered into and (y) no Event of Default under Sections 8.01(a), (f) or (g) shall have occurred and be limited continuing on the date of the consummation of such Limited Condition Acquisition or would result after giving effect thereto and to Specified Events of Default (and not any other event of default)such Term Facility Increase), (ii) after giving effect to the making of any Term Loans or the effectiveness of any Term Facility IncreaseIncrease (including the use of proceeds thereof), the conditions set forth in Section 4.02(a) shall be satisfied (orprovided that, in the case of an if such Term Facility Increase is being incurred to finance in connection with a Permitted Limited Condition Acquisition, the Lenders providing such Term 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 the making of any Term Loans or the effectiveness of any Term Facility Increase (including the use of the proceeds thereof), the Borrower shall be in Pro Forma Compliance with the financial covenant contained in Section 7.10, (iv) the Term 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 Term Facility Increase Lenders, and to the extent applicable, the Administrative Agent, 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 Term Increase Effective Date signed by a Responsible Officer of the Borrower certifying that the conditions precedent set forth in 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 Term Facility Increase, that the Borrower is in Pro Forma Compliance with the Maximum Senior Secured Total 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 increase by the Borrower and each Material Subsidiary Guarantor other applicable Loan Party and (vii) all fees and expenses owing in respect of such increase to the Administrative Agent and the applicable Lenders shall have been paidpaid or shall be paid concurrently with the Term Increase Effective Date. The additional Term Loans made pursuant to any Term Facility Increase shall be made by the applicable Lenders participating therein pursuant to the procedures set forth in Section 2.02. (fe) Any Term Facility Increase shall (except as otherwise provided in Section 2.15(d2.15(c) with respect to amortization) be on the same terms and pursuant to the same documentation as the Tranche or Tranches, as applicable, of Term Loans increased thereby as of the Term Increase Effective Date (including with respect to upfront fees, OID or similar fees required to consummate such Term Facility Increase)Date; provided that it is agreed that the Applicable Rate of the applicable existing Tranche of Term Loans may be increased to equal the Applicable Rate of such increased Tranche of Term Loans to satisfy the requirements of this clause (f)e).

Increase in Term Facility. (a) After the earlier of (i) the Delayed Draw Funding Date and (ii) the Delayed Draw Termination Date, the 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 Term Loans (each, a “Term Facility Increase”) (which shall be on the same terms asas (other than with respect to upfront fees and customary arrangement or commitment fees), and become part of, the applicable Tranche of Term Loans hereunder (except as otherwise provided in Sections 2.15(d2.1.4(d) and 2.15(f2.1.4(f)) by an aggregate principal amount not to exceed, at the time the time of incurrence, the Incremental AmountCap; provided that any such request for a Term Facility Increase shall be in a minimum amount of the lesser of (x) $5,000,000 and (y) the entire remaining amount of any Term Facility Increase that may be requested under this Section 2.152.1.4; provided, further, that no more than three (3) such requests for Term Facility Increases (in the aggregate with any requests for Incremental Term Facilities pursuant to Section 2.1.4) may be made by the Borrower. (b) Each such notice shall specify the identity of each Lender or other Person that is an Eligible Assignee (each, a “Term Facility Increase Lender”) to whom the Borrower proposes any portion of such Term Facility Increase be allocated and the proposed amounts of such allocation; provided that (v) Additional Lenders may only be approached to participate in such Term Facility Increase if the then existing Lenders have not elected to increase their Term Loans in the entire amount of the Term Facility Increase (after having 5 Business Days to elect), (w) any Lender approached to provide all or a portion of the Term Facility Increase may elect or decline, in its sole discretion, to increase its applicable Tranche of Term Loans (it being understood that there is no obligation to approach any existing Lenders to provide any portion of the Term Facility Increase) and (x) Loans, the Administrative Agent shall have the right to consent (such consent not to be unreasonably conditioned, withheld or delayed) to such Person’s providing such portion of the Term Facility Increase if such consent of the Administrative Agent would be required under Section 10.07 14 for an assignment of Term Loans or Term Loan Commitments to such Person. Any applicable Lender not responding within such time period shall be deemed to have declined to increase its applicable Tranche of Term Loans. (c) The Administrative Agent shall notify the Borrower and each applicable Lender of the applicable Lenders’ responses to each request made under this Section 2.152.1.4. (d) If any Tranche of Term Loans Facility is increased in accordance with this Section 2.152.1.4, the Administrative Agent and the Borrower shall determine the effective date (the “Term Increase Effective Date”) and the final allocation of such Term Facility Increase among the applicable Term 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 applicable Lenders of the final allocation of such increase and the Term Increase Effective Date. As of the Term Increase Effective Date, the amortization schedule for the Tranche of Term Loans Facility subject to the Term Facility Increase set forth in Section 2.07(a5.2(a) (or any other applicable amortization schedule for the relevant Tranche of Term LoansFacility) shall be amended in a writing (which may be executed and delivered solely by the Borrower and the Administrative Agent) to increase the then-remaining unpaid installments of principal by an aggregate amount equal to the additional Term Loans being made on such date, such aggregate amount to be applied to increase such installments ratably in accordance with the amounts in effect immediately prior to the Term Increase Effective Date. In addition, in connection with any Term Facility Increase pursuant to this Section 2.152.1.4, 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 Term Facility Increase in accordance with its terms as set forth herein. (e) Such Term Facility Increase shall become effective, as of the applicable Term 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 Term Facility Increase (or, in the case of a an Term Facility Increase incurred to finance a Permitted Acquisition, the condition set forth in this clause (i) shall be limited to Specified Events no Default or Event of Default (shall have occurred and not any other event be continuing as of default)the date the definitive agreements for such Permitted Acquisition are entered into), (ii) after giving effect to the making of any Term Loans or the effectiveness of any Term Facility Increase, the conditions set forth in Section 4.02(a) 6.2 shall be satisfied (orsatisfied, in the case of an Term 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 Term Facility Increase shall be effected pursuant to one or more joinder agreements and/or amendments (in form and substance reasonably satisfactory to the Administrative Agent) executed and delivered by the Borrower and the Term Facility Increase Lenders, and to the extent applicable, the Administrative Agent, and each of which shall be recorded in the Registerregister pursuant to Section 14.3.4, (iv) the Borrower shall have delivered a certificate of the Borrower dated as of the Term Increase Effective Date signed by a Responsible Senior 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 compliance on a Pro Forma Compliance Basis with the Maximum Senior Secured Net Leverage Requirement, to the extent applicable, and the financial covenant set forth in Section 7.11Financial Covenant (together with supporting calculations demonstrating compliance with such requirement), (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 (including solvency certificates), good standing certificates and/or reaffirmation agreements (and/or such amendments to the Security Documents) consistent in all material respects with those delivered on the Closing Effective Date under Section 4.01 6.1 with respect to the Borrower and all applicable Material Subsidiary Guarantors (other than changes to such legal opinions resulting from a Change in Law or change in Law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agentfact) and evidencing the approval of such increase Term Facility Increase by the Borrower and each Material Subsidiary Guarantor Guarantor, (vi) the Administrative Agent and each Lender shall have completed to its respective satisfaction all due diligence and compliance requirements pursuant to or in respect of Flood Insurance Laws and (vii) all fees and expenses owing in respect of such increase Term Facility Increase to the Administrative Agent and the applicable Lenders shall have been paid. The additional Term Loans made pursuant to any Term Facility Increase shall be made by the applicable Lenders participating therein pursuant to the procedures set forth in Section 2.024.1. (f) Any The Term Loans incurred pursuant to any Term Facility Increase shall (except as otherwise provided in Section 2.15(d) with respect to amortization) be on have the same terms and pursuant Applicable Margin (subject to the same documentation as the Tranche or Tranches, as applicable, of Term Loans increased thereby as of the Term Increase Effective Date (including with respect to upfront fees, OID or similar fees required to consummate such Term Facility Increase); provided that it is agreed that the Applicable Rate of the applicable existing Tranche of Term Loans may be increased to equal the Applicable Rate of such increased Tranche of Term Loans to satisfy the requirements of proviso in this clause (f)) as the Term Facility to which such Term Loans are being added; provided that if the Applicable Margin for the Term Loans to be increased pursuant to such Term Facility Increase shall be higher than the Applicable Margin for the Term Facility to which such Term Loans are being added, then the Applicable Margin for such Term Facility shall be automatically increased as and to the extent needed to eliminate such deficiency. (g) On the date of the making of such new Term Loans, and notwithstanding anything to the contrary set forth in Section 2.1, such new Term Loans shall be added to (and constitute a part of) each borrowing of outstanding Term Loans of the same Type with the same Interest Period of the respective Term Facility on a pro rata basis (based on the relative sizes of the various outstanding Borrowings), so that each Term Lender will participate proportionately in each then outstanding borrowing of Term Loans of the same Type with the same Interest Period of the respective Term Facility. (h) To the extent the provisions of preceding clause (g) require that Term Facility Increase Lenders making new Term Loans add such Term Loans to the then outstanding borrowings of LIBOR Loans of the respective Term Facility, it is acknowledged that the effect thereof may result in such new Term Loans having short Interest Periods (i.e., an Interest Period that began during an Interest Period then applicable to outstanding LIBOR Loans of the respective Term Facility and which will end on the last day of such Interest Period).

Increase in Term Facility. (a) After the earlier of (i) the Delayed Draw Funding Date and (ii) the Delayed Draw Termination Date, the 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 Term Loans (each, a “Term Facility Increase”) (which shall be on the same terms as, and become part of, the applicable Tranche of Term Loans hereunder (except as otherwise provided in Sections 2.15(d2.15(c) and 2.15(f2.15(e))) by an aggregate principal amount not to exceed, at the time the time of incurrence, the Incremental Amount; provided that any such request for a Term Facility Increase shall be in a minimum amount of the lesser of (x) $5,000,000 and (y) the entire amount of any Term Facility Increase that may be requested under this Section 2.15. (b) Each such notice shall specify the identity of each Lender or other Person that is an Eligible Assignee (each, a “Term Facility Increase Lender”) to whom the Borrower proposes any portion of such Term 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 Term Facility Increase may elect or decline, in its sole discretion, to increase its applicable Tranche of Term Loans (it being understood that there is no obligation to approach any existing Lenders to provide any portion of the Term Facility Increase) and (xy) the Administrative Agent shall have the right to consent (such consent not to be unreasonably conditioned, withheld or delayed) to such Person’s providing such portion of the Term Facility Increase if such consent of the Administrative Agent would be required under Section 10.07 for an assignment of Term Loans or Term Commitments to such Person. Any applicable Lender not responding within such time period shall be deemed to have declined to increase its applicable Tranche of Term Loans. (c) The Administrative Agent shall notify the Borrower and each applicable Lender of the applicable Lenders’ responses to each request made under this Section 2.15. (d) If any Tranche of Term Loans is increased in accordance with this Section 2.15, the Borrower, in consultation with the Administrative Agent and the Borrower Agent, shall determine the effective date (the “Term Increase Effective Date”) and the final allocation of such Term Facility Increase among the applicable Term 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 applicable Lenders of the final allocation of such increase and the Term Increase Effective Date. As of the Term Increase Effective Date, the amortization schedule for the Tranche of Term Loans subject to the Term Facility Increase set forth in Section 2.07(a) (or any other applicable amortization schedule for the relevant Tranche of Term Loans) shall be amended in a writing (which may be executed and delivered solely by the Borrower and the Administrative Agent) to increase reflect the then-remaining unpaid installments addition of principal by an aggregate amount equal to the additional such Term Loans being made on such date, such aggregate amount to be applied to increase such installments ratably in accordance with the amounts in effect immediately prior to the Term Increase Effective DateFacility Increase. In addition, in connection with any Term Facility Increase pursuant to this Section 2.15, 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 Term Facility Increase in accordance with its terms as set forth herein. (ed) Such Term Facility Increase shall become effective, as of the applicable Term 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 Term Facility Increase (orincluding the use of proceeds thereof) (provided that, in the case of a if such Term Facility Increase is being incurred to finance in connection with a Permitted Limited Condition Acquisition, the Lenders providing such Term 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 Term Facility Increase), (ii) after giving effect to the making of any Term Loans or the effectiveness of any Term Facility IncreaseIncrease (including the use of proceeds thereof), the conditions set forth in Section 4.02(a) shall be satisfied (orprovided that, in the case of an if such Term Facility Increase is being incurred to finance in connection with a Permitted Limited Condition Acquisition, the Lenders providing such Term 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 the making of any Term Loans or the effectiveness of any Term Facility Increase (including the use of the proceeds thereof), the Borrower shall be in Pro Forma Compliance with the financial covenant contained in Section 7.10(a), (iv) the Term 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 Term Facility Increase Lenders, and to the extent applicable, the Administrative Agent, 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 Term Increase Effective Date signed by a Responsible Officer of the Borrower certifying that the conditions precedent set forth in 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 Term 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 increase by the Borrower and each Material Subsidiary Guarantor other applicable Loan Party and (vii) all fees and expenses owing in respect of such increase to the Administrative Agent and the applicable Lenders shall have been paidpaid or shall be paid concurrently with the Term Increase Effective Date. The additional Term Loans made pursuant to any Term Facility Increase shall be made by the applicable Lenders participating therein pursuant to the procedures set forth in Section 2.02. (fe) Any Term Facility Increase shall (except as otherwise provided in Section 2.15(d2.15(c) with respect to amortization) be on the same terms and pursuant to the same documentation as the Tranche or Tranches, as applicable, of Term Loans increased thereby as of the Term Increase Effective Date (including with respect to upfront fees, OID or similar fees required to consummate such Term Facility Increase)Date; provided that it is agreed that the Applicable Rate of the applicable existing Tranche of Term Loans may be increased to equal the Applicable Rate of such increased Tranche of Term Loans to satisfy the requirements of this clause (f)e).

Increase in Term Facility. (a) After The Borrower may, at any time on or after the earlier of (i) the Delayed Draw Funding Date and (ii) the Delayed Draw Termination Closing Date, the Borrower may and from time to time, upon prior written notice by the Borrower to the Administrative Agent specifying Agent, increase the proposed amount thereof, request an increase, Term Facility with additional Term Commitments from any Term Lender or any Additional Lendernew Term Commitments from one or more other Persons selected by the Borrower and acceptable to the Administrative Agent (so long as such Persons are Eligible Assignees); provided, in any Tranche of Term Loans that: (each, a “Term Facility Increase”A) (which shall be on the same terms as, and become part of, the applicable Tranche of Term Loans hereunder (except as otherwise provided in Sections 2.15(d) and 2.15(f)) by an aggregate principal amount not to exceed, at the time the time of incurrence, the Incremental Amount; provided that any such request for a Term Facility Increase increase shall be in a minimum principal amount of the lesser of (x) $5,000,000 and (y) the entire amount in integral multiples of any Term Facility Increase that may be requested under this Section 2.15.$1,000,000 in excess thereof; (b) Each such notice shall specify the identity of each Lender or other Person that is an Eligible Assignee (each, a “Term Facility Increase Lender”) to whom the Borrower proposes any portion of such Term 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 Term Facility Increase may elect or decline, in its sole discretion, to increase its applicable Tranche of Term Loans (it being understood that there is no obligation to approach any existing Lenders to provide any portion of the Term Facility Increase) and (x) the Administrative Agent shall have the right to consent (such consent not to be unreasonably conditioned, withheld or delayed) to such Person’s providing such portion of the Term Facility Increase if such consent of the Administrative Agent would be required under Section 10.07 for an assignment of Term Loans or Term Commitments to such Person. Any applicable Lender not responding within such time period shall be deemed to have declined to increase its applicable Tranche of Term Loans. (c) The Administrative Agent shall notify the Borrower and each applicable Lender of the applicable Lenders’ responses to each request made under this Section 2.15. (d) If any Tranche of Term Loans is increased in accordance with this Section 2.15, the Administrative Agent and the Borrower shall determine the effective date (the “Term Increase Effective Date”) and the final allocation of such Term Facility Increase among the applicable Term 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 applicable Lenders of the final allocation of such increase and the Term Increase Effective Date. As of the Term Increase Effective Date, the amortization schedule for the Tranche of Term Loans subject to the Term Facility Increase set forth in Section 2.07(a) (or any other applicable amortization schedule for the relevant Tranche of Term Loans) shall be amended in a writing (which may be executed and delivered solely by the Borrower and the Administrative Agent) to increase the then-remaining unpaid installments of principal by an aggregate amount equal to the additional Term Loans being made on such date, such aggregate amount to be applied to increase such installments ratably in accordance with the amounts in effect immediately prior to the Term Increase Effective Date. In addition, in connection with any Term Facility Increase pursuant to this Section 2.15, 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 Term Facility Increase in accordance with its terms as set forth herein. (e) Such Term Facility Increase shall become effective, as of the applicable Term Increase Effective Date; provided that (iB) no Default or Event of Default shall have occurred exist and be continuing or would result after giving effect at the time of any such increase; (C) no existing Term Lender shall be under any obligation to increase its Term Commitment and any such decision whether to increase its Term Commitment shall be in such Term Facility Increase Lender’s sole and absolute discretion; (or1) any new Lender shall join this Agreement by executing such joinder documents as are required by the Administrative Agent, in the case of and/or (2) any existing Term Lender electing to increase its Term Commitment shall have executed a Term 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 Term Loans or the effectiveness of any Term Facility Increase, the conditions set forth in Section 4.02(a) shall be satisfied (or, in the case of an Term 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 Term Facility Increase shall be effected pursuant to one or more joinder agreements (in form and substance reasonably commitment agreement satisfactory to the Administrative Agent; (E) executed and delivered by the Borrower and the Term Facility Increase Lendersas a condition precedent to such increase, and to the extent applicable, the Administrative Agent, and each of which shall be recorded in the Register, (iv) the Borrower shall have delivered to the Administrative Agent a certificate of the Borrower each Loan Party dated as of the Term Increase Effective Date date of such increase and signed by a Responsible Officer of each such Loan Party (1) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (2) in the case of the Borrower, certifying that, before and after giving effect to such increase, (x) the representations and warranties of each Loan Party contained in this Agreement or in any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, are true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect) on and as of the date of such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect) as of such earlier date, and except that for purposes of this Section 2.02(g)(ii)(E)(2)(x), the representations and warranties contained in Sections 5.05(a), (b), and (d) shall be deemed to refer to the most recent statements furnished pursuant to Section 6.01(a), Section 6.01(b), or Section 6.01(c), as applicable, and (y) no Default or Event of Default exists; (F) a Responsible Officer of the Borrower certifying that shall have delivered 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 Pro Forma Effect to such increase, the Loan Parties would be in 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 covenants set forth in Section 7.11 (such compliance to be determined on the basis as of the most recent fiscal quarter end for which the Borrower 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) (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 PeriodSection 6.01(b), as applicable (viit being understood and agreed that for purposes of such calculation, for purposes of calculating the Consolidated Net Leverage Ratio, (x) to the extent reasonably requested by identifiable proceeds of such increase (if any) incurred at such time shall not qualify as Unrestricted Cash, and (y) any Indebtedness being repaid with the Administrative Agent, identifiable proceeds of such increase (if any) shall not be considered outstanding); (G) 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 such amendments to the Borrower and all applicable Material Subsidiary Guarantors (other than changes Collateral Documents as the Administrative Agent reasonably requests to cause the Collateral Documents to secure the Secured Obligations after giving effect to such legal opinions resulting increase; (H) Schedule 1.01(b) shall be deemed revised to include any increase in the Term Facility pursuant to this Section 2.02(g)(ii) and to include thereon any Person that becomes a Term Lender pursuant to this Section 2.02(g)(ii); and (I) the Administrative Agent shall have received (1)(x) evidence as to whether each Mortgaged Property is a Flood Hazard Property, and (y) if any Mortgaged Property is a Flood Hazard Property, (I) evidence as to whether the community in which such Mortgaged Property is located is participating in the National Flood Insurance Program, (II) the applicable Loan Party’s written acknowledgment of receipt of written notification from a change in Law, change in fact or change to counsel’s form of opinion reasonably satisfactory the Administrative Agent (x) as to the Administrative Agent) and evidencing the approval of fact that such increase by the Borrower and each Material Subsidiary Guarantor Mortgaged Property is a Flood Hazard Property, and (viiy) all fees as to whether the community in which each such Flood Hazard Property is located is participating in the National Flood Insurance Program, and expenses owing in respect (III) copies of such increase insurance policies or certificates of insurance of the Loan Parties and their respective Subsidiaries evidencing flood insurance satisfactory to the Administrative Agent and naming the applicable Lenders shall have been paid. The additional Term Loans made pursuant to any Term Facility Increase shall be made by Administrative Agent and its successors and/or assigns as sole loss payee on behalf of the applicable Lenders participating therein pursuant to the procedures set forth in Section 2.02. Secured Parties, and (f) Any Term Facility Increase shall (except as otherwise provided in Section 2.15(d2) with respect to amortization) any new real property that will be added as a Mortgaged Property on the same terms and pursuant effective date of such increase, or will be required to be added as a Mortgaged Property following the effective date of such increase, written notice thereof at least thirty (30) days prior to the same documentation as the Tranche or Tranches, as applicable, of Term Loans increased thereby as of the Term Increase Effective Date (including with respect to upfront fees, OID or similar fees required to consummate such Term Facility Increase); provided that it is agreed that the Applicable Rate of the applicable existing Tranche of Term Loans may be increased to equal the Applicable Rate effective date of such increased Tranche of Term Loans to satisfy the requirements of this clause (f))increase.

Increase in Term Facility. (a) After the earlier of (i) the Delayed Draw Funding Date and (ii) the Delayed Draw Termination Date, the 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 Term Loans (each, a “Term Facility Increase”) (which shall be on the same terms as, and become part of, the applicable Tranche of Term Loans hereunder (except as otherwise provided in Sections 2.15(d2.15(c) and 2.15(f2.15(e))) by an aggregate principal amount not to exceed, at the time the time of incurrence, the Incremental Amount; provided that any such request for a Term Facility Increase shall be in a minimum amount of the lesser of (x) $5,000,000 and (y) the entire amount of any Term Facility Increase that may be requested under this Section 2.15. (b) Each such notice shall specify the identity of each Lender or other Person that is an Eligible Assignee (each, a “Term Facility Increase Lender”) to whom the Borrower proposes any portion of such Term 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 Term Facility Increase may elect or decline, in its sole discretion, to increase its applicable Tranche of Term Loans (it being understood that there is no obligation to approach any existing Lenders to provide any portion of the Term Facility Increase) and (xy) the Administrative Agent shall have the right to consent (such consent not to be unreasonably conditionedwithheld, withheld conditioned or delayed) to such PersonTerm Facility Increase Lender’s providing such portion of the Term Facility Increase if such consent of the Administrative Agent would be required under Section 10.07 for an assignment of Term Loans or Term Commitments to such Person. Any applicable Lender not responding within such time period shall be deemed to have declined to increase its applicable Tranche of Term Loans. (c) The Administrative Agent shall notify the Borrower and each applicable Lender of the applicable Lenders’ responses to each request made under this Section 2.15. (d) If any Tranche of Term Loans is increased in accordance with this Section 2.15, the Borrower, in consultation with the Administrative Agent and the Borrower Agent, shall determine the effective date (the “Term Increase Effective Date”) and the final allocation of such Term Facility Increase among the applicable Term 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 applicable Lenders of the final allocation of such increase and the Term Increase Effective Date. As of the Term Increase Effective Date, the amortization schedule for the Tranche of Term Loans subject to the Term Facility Increase set forth in Section 2.07(a) (or any other applicable amortization schedule for the relevant Tranche of Term Loans) shall be amended in a writing (which may be executed and delivered solely by the Borrower and the Administrative Agent) to increase reflect the then-remaining unpaid installments addition of principal by an aggregate amount equal to the additional such Term Loans being made on such date, such aggregate amount to be applied to increase such installments ratably in accordance with the amounts in effect immediately prior to the Term Increase Effective DateFacility Increase. In addition, in connection with any Term Facility Increase pursuant to this Section 2.15, 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 Term Facility Increase in accordance with its terms as set forth herein. (ed) Such Term Facility Increase shall become effective, as of the applicable Term 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 Term Facility Increase (orincluding the use of proceeds thereof) (provided that, in the case of a if such Term Facility Increase is being incurred to finance in connection with a Permitted Limited Condition Acquisition, the Lenders providing such Term 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 Term Facility Increase), (ii) after giving effect to the making of any Term Loans or the effectiveness of any Term Facility IncreaseIncrease (including the use of proceeds thereof), the conditions set forth in Section 4.02(a) shall be satisfied (orprovided that, in the case of an if such Term Facility Increase is being incurred to finance in connection with a Permitted Limited Condition Acquisition, the Lenders providing such Term 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 the making of any Term Loans or the effectiveness of any Term Facility Increase (including the use of the proceeds thereof), the Borrower shall be in Pro Forma Compliance with the financial covenant contained in Section 7.10, (iv) the Term 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 Term Facility Increase Lenders, and to the extent applicable, the Administrative Agent, 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 Term Increase Effective Date signed by a Responsible Officer of the Borrower certifying that the conditions precedent set forth in 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 Term 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 increase by the Borrower and each Material Subsidiary Guarantor other applicable Loan Party and (vii) all fees and expenses owing in respect of such increase to the Administrative Agent and the applicable Lenders shall have been paidpaid or shall be paid concurrently with the Term Increase Effective Date. The additional Term Loans made pursuant to any Term Facility Increase shall be made by the applicable Lenders participating therein pursuant to the procedures set forth in Section 2.02. (fe) Any Term Facility Increase shall (except as otherwise provided in Section 2.15(d2.15(c) with respect to amortization) be on the same terms and pursuant to the same documentation as the Tranche or Tranches, as applicable, of Term Loans increased thereby as of the Term Increase Effective Date (including with respect to upfront fees, OID or similar fees required to consummate such Term Facility Increase)Date; provided that it is agreed that the Applicable Rate of the applicable existing Tranche of Term Loans may be increased to equal the Applicable Rate of such increased Tranche of Term Loans to satisfy the requirements of this clause (f)e).

Increase in Term Facility. (a) After the earlier of (i) the Delayed Draw Funding Date Provided no Default or Event of Default has occurred and (ii) the Delayed Draw Termination Date, the Borrower may from time to timeis continuing, upon written notice by the Borrower to the Administrative Agent specifying (which shall promptly notify the proposed amount thereofTerm Lenders), the Administrative Borrower may, not more than four (4) times (including all such requests made pursuant to Section 2.16(a) above) over the term of this Agreement, request an increase, from any Lender or any Additional Lender, increase in any Tranche of Term Loans (each, a “the Term Facility Increase”) (which shall be on the same terms as, and become part of, the applicable Tranche of Term Loans hereunder (except as otherwise provided in Sections 2.15(d) and 2.15(f)) by an aggregate principal amount (for all such requests) not to exceed, at the time the time of incurrence, the Incremental Amountexceed $150,000,000; provided that (i) any such request for a Term Facility Increase an increase shall be in a minimum amount of $25,000,000, (ii) in no event shall the lesser of Term Facility (xafter giving effect to all requested increases therein) exceed $5,000,000 390,000,000 and (yiii) in no event shall the entire aggregate amount of any Term Facility Increase that may be requested under this Section 2.15. (b) Each such notice shall specify the identity of each Lender or other Person that is an Eligible Assignee (each, a “Term Facility Increase Lender”) to whom the Borrower proposes any portion of such Term 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 Term Facility Increase may elect effected under this Section 2.16(b), plus the aggregate amount of increases in respect of the Revolving Credit Facility effected under Section 2.16(a) exceed $150,000,000. At the time of sending such notice, the Administrative Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Term Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Term Lenders). (ii) Each Term Lender shall notify the Administrative Agent within such time period whether or decline, not it agrees to participate in its sole discretion, to any such increase its applicable Tranche of Term Loans (it being understood that there is no obligation to approach any existing Lenders to provide any portion of in the Term Facility Increase) and (x) the Administrative Agent shall have the right to consent (such consent not to be unreasonably conditionedand, withheld if so, whether by an amount equal to, greater than, or delayed) to such Person’s providing such portion less than its Applicable Percentage of the existing Term Facility Increase if such consent of the Administrative Agent would be required under Section 10.07 for an assignment of Term Loans or Term Commitments to such PersonLoans. Any applicable Term Lender not responding within such time period shall be deemed to have declined to participate in such increase its applicable Tranche of in the Term LoansFacility. (ciii) The Administrative Agent shall notify the Administrative Borrower and each applicable Term Lender of the applicable Term Lenders’ responses to each request made under this Section 2.15. hereunder. To achieve the full amount of a requested increase and subject to the approval of the Administrative Agent (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 additional Eligible Assignees (together with any Tranche of existing Term Loans is increased Lender participating in accordance with this Section 2.15any such increase, each, an “Increasing Term Lender”) to become Term 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 Term Lender to participate in such increase in the Term Facility. (iv) The Administrative Agent and the Administrative Borrower shall determine (A) the final allocation of such increase among Increasing Term Lenders and Schedule 2.01 attached hereto shall be automatically updated to reflect the same and (B) the effective date (the “Term Facility Increase Effective Date”) and the final allocation of any such Term Facility Increase among the applicable Term 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 applicable Administrative Borrower and the Term Lenders of the final allocation of such increase and the Term Facility Increase Effective Date. As of the Term Increase Effective Date, the amortization schedule for the Tranche of Term Loans subject to the Term Facility Increase set forth in Section 2.07(a) (or any other applicable amortization schedule for the relevant Tranche of Term Loans) shall be amended in a writing (which may be executed and delivered solely by the Borrower and the Administrative Agent) to increase the then-remaining unpaid installments of principal by an aggregate amount equal to the additional Term Loans being made on such date, such aggregate amount to be applied to increase such installments ratably in accordance with the amounts in effect immediately prior to the Term Increase Effective Date. In addition, in connection with any Term Facility Increase pursuant to this Section 2.15, 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 Term Facility Increase in accordance with its terms as set forth herein. (e) Such Term Facility Increase shall become effective, as of the applicable Term 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 Term Facility Increase (or, in the case of a Term 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 Term Loans or the effectiveness of any Term Facility Increase, the conditions set forth in Section 4.02(a) shall be satisfied (or, in the case of an Term 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 Term 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 Term Facility Increase Lenders, and to the extent applicable, the Administrative Agent, 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 Term 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 increase by the Borrower and each Material Subsidiary Guarantor and (vii) all fees and expenses owing in respect of such increase to the Administrative Agent and the applicable Lenders shall have been paid. The additional Term Loans made pursuant to any Term Facility Increase shall be made by the applicable Lenders participating therein pursuant to the procedures set forth in Section 2.02. (f) Any Term Facility Increase shall (except as otherwise provided in Section 2.15(d) with respect to amortization) be on the same terms and pursuant to the same documentation as the Tranche or Tranches, as applicable, of Term Loans increased thereby as of the Term Increase Effective Date (including with respect to upfront fees, OID or similar fees required to consummate such Term Facility Increase); provided that it is agreed that the Applicable Rate of the applicable existing Tranche of Term Loans may be increased to equal the Applicable Rate of such increased Tranche of Term Loans to satisfy the requirements of this clause (f)).

Increase in Term Facility. (a) After the earlier of (i) the Delayed Draw Funding Date and (ii) the Delayed Draw Termination Date, the 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 Term Loans (each, a “Term Facility Increase”) (which shall be on the same terms as, and become part of, the applicable Tranche of Term Loans hereunder (except as otherwise provided in Sections 2.15(d2.15(c) and 2.15(f2.15(e))) by an aggregate principal amount not to exceed, at the time the time of incurrence, the Incremental Amount; provided that any such request for a Term Facility Increase shall be in a minimum amount of the lesser of (x) $5,000,000 and (y) the entire amount of any Term Facility Increase that may be requested under this Section 2.15. (b) Each such notice shall specify the identity of each Lender or other Person that is an Eligible Assignee (each, a “Term Facility Increase Lender”) to whom the Borrower proposes any portion of such Term 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 Term Facility Increase may elect or decline, in its sole discretion, to increase its applicable Tranche of Term Loans (it being understood that there is no obligation to approach any existing Lenders to provide any portion of the Term Facility Increase) and (xy) the Administrative Agent shall have the right to consent (such consent not to be unreasonably conditioned, withheld or delayed) to such Person’s providing such portion of the Term Facility Increase if such consent of the Administrative Agent would be required under Section 10.07 for an assignment of Term Loans or Term Commitments to such Person. Any applicable Lender not responding within such time period shall be deemed to have declined to increase its applicable Tranche of Term Loans. (c) The Administrative Agent shall notify the Borrower and each applicable Lender of the applicable Lenders’ responses to each request made under this Section 2.15. (d) If any Tranche of Term Loans is increased in accordance with this Section 2.15, the Borrower, in consultation with the Administrative Agent and the Borrower Agent, shall determine the effective date (the “Term Increase Effective Date”) and the final allocation of such Term Facility Increase among the applicable Term 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 applicable Lenders of the final allocation of such increase and the Term Increase Effective Date. As of the Term Increase Effective Date, the amortization schedule for the Tranche of Term Loans subject to the Term Facility Increase set forth in Section 2.07(a) (or any other applicable amortization schedule for the relevant Tranche of Term Loans) shall be amended in a writing (which may be executed and delivered solely by the Borrower and the Administrative Agent) to increase reflect the then-remaining unpaid installments addition of principal by an aggregate amount equal to the additional such Term Loans being made on such date, such aggregate amount to be applied to increase such installments ratably in accordance with the amounts in effect immediately prior to the Term Increase Effective DateFacility Increase. In addition, in connection with any Term Facility Increase pursuant to this Section 2.15, 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 Term Facility Increase in accordance with its terms as set forth herein. (ed) Such Term Facility Increase shall become effective, as of the applicable Term 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 Term Facility Increase (orincluding the use of proceeds thereof) (provided that, in the case of a if such Term Facility Increase is being incurred to finance in connection with a Permitted Limited Condition Acquisition, the Borrower and the Lenders providing such Term Facility Increase may, pursuant to Section 1.09(b), agree to limit the foregoing condition set forth in this clause to provide that (ix) no Event of Default has occurred and is continuing as of the date the definitive agreement for such Limited Condition Acquisition is entered into and (y) no Event of Default under Sections 8.01(a), (f) or (g) shall have occurred and be limited continuing on the date of the consummation of such Limited Condition Acquisition or would result after giving effect thereto and to Specified Events of Default (and not any other event of default)such Term Facility Increase), (ii) after giving effect to the making of any Term Loans or the effectiveness of any Term Facility IncreaseIncrease (including the use of proceeds thereof), the conditions set forth in Section 4.02(a) shall be satisfied (orprovided that, in the case of an if such Term Facility Increase is being incurred to finance in connection with a Permitted Limited Condition Acquisition, the Lenders providing such Term 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 the making of any Term Loans or the effectiveness of any Term Facility Increase (including the use of the proceeds thereof), the Borrower shall be in Pro Forma Compliance with the financial covenant contained in Section 7.10, (iv) the Term 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 Term Facility Increase Lenders, and to the extent applicable, the Administrative Agent, 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 Term Increase Effective Date signed by a Responsible Officer of the Borrower certifying that the conditions precedent set forth in 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 Term 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 increase by the Borrower and each Material Subsidiary Guarantor other applicable Loan Party and (vii) all fees and expenses owing in respect of such increase to the Administrative Agent and the applicable Lenders shall have been paidpaid or shall be paid concurrently with the Term Increase Effective Date. The additional Term Loans made pursuant to any Term Facility Increase shall be made by the applicable Lenders participating therein pursuant to the procedures set forth in Section 2.02. (fe) Any Term Facility Increase shall (except as otherwise provided in Section 2.15(d2.15(c) with respect to amortization) be on the same terms and pursuant to the same documentation as the Tranche or Tranches, as applicable, of Term Loans increased thereby as of the Term Increase Effective Date (including with respect to upfront fees, OID or similar fees required to consummate such Term Facility Increase)Date; provided that it is agreed that the Applicable Rate of the applicable existing Tranche of Term Loans may be increased to equal the Applicable Rate of such increased Tranche of Term Loans to satisfy the requirements of this clause (f)e).