Common use of Increase in Term Loan Commitments Clause in Contracts

Increase in Term Loan Commitments. (a) The Borrower may, by written notice to the Administrative Agent from time to time, request Incremental Term Loan Commitments in an amount not to exceed the Incremental Term Loan Amount from one or more Incremental Term Lenders, which may include any existing Lender; provided that each Incremental Term Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld). Such notice shall set forth (i) the amount of the Incremental Term Loan Commitments being requested (which shall be in minimum increments of $5,000,000 and a minimum amount of $10,000,000 or equal to the remaining Incremental Term Loan Amount), (ii) the date on which such Incremental Term Loan Commitments are requested to become effective (which shall not be less than 10 Business Days nor more than 60 days after the date of such notice), and (iii) whether such Incremental Term Loan Commitments are to be Tranche A Commitments, Tranche B Commitments or commitments to make Term Loans with terms different from the Tranche A Term Loans and Tranche B Term Loans ("OTHER TERM LOANS"). (b) The Borrower and each Incremental Term Lender shall execute and deliver to the Administrative Agent an Incremental Term Loan Assumption Agreement and such other documentation as the Administrative Agent shall reasonably specify to evidence the Incremental Term Loan Commitment of such Incremental Term Lender. Each Incremental Term Loan Assumption Agreement shall specify the terms of the Incremental Term Loans to be made thereunder; PROVIDED that, without the prior written consent of the Required Lenders, (i) the interest rate spreads in respect of any Other Term Loans shall not exceed by more than 1/2 of 1% the Applicable Percentage for the Tranche B Term Loans, (ii) the final maturity date of any Other Term Loans shall be no earlier than the Tranche B Maturity Date and (iii) the average life to maturity of any Other Term Loans shall be no shorter than the average life to maturity of the Tranche B Term Loans. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Incremental Term Loan Assumption Agreement. Each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Term Loan Assumption Agreement, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Incremental Term Loan Commitment evidenced thereby. (c) Notwithstanding the foregoing, no Incremental Term Loan Commitment shall become effective under this Section 2.25 unless (i) on the date of such effectiveness, the conditions set forth in paragraphs (b) and (c) of Section 4.01 shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower, and (ii) the Administrative Agent shall have received (with sufficient copies for each of the Incremental Term Lenders) legal opinions, board resolutions and an officer's certificate consistent with those delivered on the Closing Date under clauses (a)(i), (a)(ii), (c)(ii)(B) and (d) of Section 4.02. (d) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all action as may be reasonably necessary to ensure that all Incremental Term Loans (other than Other Term Loans), when originally made, are included in each Borrowing of outstanding Tranche A Term Loans or Tranche B Term Loans, as the case may be, on a pro rata basis. This may be accomplished at the discretion of the Administrative Agent by requiring each outstanding Eurodollar Tranche A Term Borrowing or Eurodollar Tranche B Term Borrowing, as the case may be, to be converted into an ABR Term Borrowing on the date of each Incremental Term Loan, or by allocating a portion of each Incremental Term Loan to each outstanding Eurodollar Tranche A Term Borrowing or Eurodollar Tranche B Term Borrowing, as the case may be, on a pro rata basis, even though as a result thereof such Incremental Term Loan may effectively have a shorter Interest Period than the Term Loans included in the Borrowing of which they are a part (and notwithstanding any other provision of this Agreement that would prohibit such an initial Interest Period). Any conversion of Eurodollar Term Loans to ABR Term Loans required by the preceding sentence shall be subject to Section 2.16. If any Incremental Term Loan is to be allocated to an existing Interest Period for a Eurodollar Term Borrowing then, subject to Section 2.07, the interest rate applicable to such Incremental Term Loan for the remainder of such Interest Period shall equal the Adjusted LIBO Rate for a period approximately equal to the remainder of such Interest Period (as determined by the Administrative Agent two Business Days before the date such Incremental Term Loan is made) plus the Applicable Percentage. In addition, to the extent any Incremental Term Loans are the Tranche A Term Loans or Tranche B Term Loans, the scheduled amortization payments under Sections 2.11(a)(i) or 2.11(a)(ii), as the case may be, required to be made after the making of such Incremental Term Loans shall be ratably increased by the aggregate principal amount of such Incremental Term Loans.

Increase in Term Loan Commitments. (a) The Borrower may, by written notice to the Administrative Agent from time to time, request Incremental Term Loan Commitments in an amount not to exceed the Incremental Term Loan Amount from one or more Incremental Term Lenders, which may include any existing Lender; provided that each Incremental Term Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld). Such notice shall set forth (i) the amount of the Incremental Term Loan Commitments being requested (which shall be in minimum increments of $5,000,000 and a minimum amount of $10,000,000 or equal to the remaining Incremental Term Loan Amount), (ii) the date on which such Incremental Term Loan Commitments are requested to become effective (which shall not be less than 10 Business Days nor more than 60 days after the date of such notice), and (iii) whether such Incremental Term Loan Commitments are to be Tranche A Commitments, Tranche B Commitments or commitments to make Term Loans with terms different from the Tranche A Term Loans and Tranche B Term Loans ("OTHER TERM LOANSOther Term Loans"). (b) The Borrower and each Incremental Term Lender shall execute and deliver to the Administrative Agent an Incremental Term Loan Assumption Agreement and such other documentation as the Administrative Agent shall reasonably specify to evidence the Incremental Term Loan Commitment of such Incremental Term Lender. Each Incremental Term Loan Assumption Agreement shall specify the terms of the Incremental Term Loans to be made thereunder; PROVIDED provided that, without the prior written consent of the Required Lenders, (i) the interest rate spreads in respect of any Other Term Loans shall not exceed by more than 1/2 of 1% the Applicable Percentage for the Tranche B Term Loans, (ii) the final maturity date of any Other Term Loans shall be no earlier than the Tranche B Maturity Date and (iii) the average life to maturity of any Other Term Loans shall be no shorter than the average life to maturity of the Tranche B Term Loans. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Incremental Term Loan Assumption Agreement. Each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Term Loan Assumption Agreement, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Incremental Term Loan Commitment evidenced thereby. (c) Notwithstanding the foregoing, no Incremental Term Loan Commitment shall become effective under this Section 2.25 unless (i) on the date of such effectiveness, the conditions set forth in paragraphs (b) and (c) of Section 4.01 shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower, and (ii) the Administrative Agent shall have received (with sufficient copies for each of the Incremental Term Lenders) legal opinions, board resolutions and an officer's certificate consistent with those delivered on the Closing Date under clauses (a)(i), (a)(ii), (c)(ii)(B) and (d) of Section 4.02. (d) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all action as may be reasonably necessary to ensure that all Incremental Term Loans (other than Other Term Loans), when originally made, are included in each Borrowing of outstanding Tranche A Term Loans or Tranche B Term Loans, as the case may be, on a pro rata basis. This may be accomplished at the discretion of the Administrative Agent by requiring each outstanding Eurodollar Tranche A Term Borrowing or Eurodollar Tranche B Term Borrowing, as the case may be, to be converted into an ABR Term Borrowing on the date of each Incremental Term Loan, or by allocating a portion of each Incremental Term Loan to each outstanding Eurodollar Tranche A Term Borrowing or Eurodollar Tranche B Term Borrowing, as the case may be, on a pro rata basis, even though as a result thereof such Incremental Term Loan may effectively have a shorter Interest Period than the Term Loans included in the Borrowing of which they are a part (and notwithstanding any other provision of this Agreement that would prohibit such an initial Interest Period). Any conversion of Eurodollar Term Loans to ABR Term Loans required by the preceding sentence shall be subject to Section 2.16. If any Incremental Term Loan is to be allocated to an existing Interest Period for a Eurodollar Term Borrowing then, subject to Section 2.07, the interest rate applicable to such Incremental Term Loan for the remainder of such Interest Period shall equal the Adjusted LIBO Rate for a period approximately equal to the remainder of such Interest Period (as determined by the Administrative Agent two Business Days before the date such Incremental Term Loan is made) plus the Applicable Percentage. In addition, to the extent any Incremental Term Loans are the Tranche A Term Loans or Tranche B Term Loans, the scheduled amortization payments under Sections 2.11(a)(i) or 2.11(a)(ii), as the case may be, required to be made after the making of such Incremental Term Loans shall be ratably increased by the aggregate principal amount of such Incremental Term Loans.

Increase in Term Loan Commitments. (a) The Borrower may, by written notice to the Administrative Agent from time to time, request Incremental Term Loan Commitments in an amount not to exceed the Incremental Term Loan Amount from one or more Incremental Term Lenders, Lenders (which may include any existing Lender) willing to provide such Incremental Term Loans in their own discretion; provided provided, that (i) before submitting any such request to a Person that is not a Lender, the Borrower shall first give each existing Lender the opportunity to provide such Incremental Term Loan Commitments (in which case, existing Lenders shall have no more than two (2) Business Days from the date of such notice to indicate whether they are willing to provide such Incremental Term Loans) and (ii) each Incremental Term Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld). Such notice shall set forth (i) the amount of the Incremental Term Loan Commitments being requested (which shall be in minimum increments of $5,000,000 1,000,000 and a minimum amount of $10,000,000 5,000,000 or equal to the remaining Incremental Term Loan Amount), (ii) the date on which such Incremental Term Loan Commitments are requested to become effective (which shall not be less than 10 Business Days nor more than 60 days after the date of such notice), ) and (iii) whether such Incremental Term Loan Commitments are to be Tranche A Commitments, Tranche B Term Loan Commitments or commitments to make Term Loans term loans with terms different from the Tranche A Term Loans and Tranche B Term Loans ("OTHER TERM LOANS"“Other Term Loans”). (b) The Borrower and each Incremental Term Lender shall execute and deliver to the Administrative Agent an Incremental Term Loan Assumption Agreement and such other documentation as the Administrative Agent shall reasonably specify to evidence the Incremental Term Loan Commitment of such Incremental Term Lender. Each Incremental Term Loan Assumption Agreement shall specify the terms of the Incremental Term Loans to be made thereunder; PROVIDED provided, that, without the prior written consent of the Required Lenders, (i) the interest rate spreads in respect of any Other Term Loans shall not exceed by more than 1/2 of 1% the Applicable Percentage for the Tranche B Term Loans, (ii) the final maturity date of any Other Term Loans shall be no earlier than the Tranche B Term Loan Maturity Date and (iiiii) the average life to maturity of any Other Term Loans shall be no shorter than the average life to maturity of the Tranche B Term Loans and provided, further, that, if the interest rate margin in respect of any Other Term Loan would exceed the Applicable Percentage for the Term Loans by more than ½ of 1% (it being understood that any such increase may take the form of original issue discount (“OID”), with OID being equated to the interest rates in a manner determined by the Administrative Agent based on an assumed four-year life to maturity), the Applicable Percentage for `the Term Loans shall be increased so that the interest rate margin in respect of such Other Term Loan (giving effect to any OID issued in connection with such Other Term Loan) is no more than ½ of 1% higher than the Applicable Percentage for the Term Loans. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Incremental Term Loan Assumption Agreement. Each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Term Loan Assumption Agreement, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Incremental Term Loan Commitment evidenced therebythereby as provided for in Section 9.8(b). Any such deemed amendment may be memorialized in writing by the Administrative Agent with the Borrower’s consent (not to be unreasonably withheld) and furnished to the other parties hereto. (c) Notwithstanding the foregoing, no Incremental Term Loan Commitment shall become effective under this Section 2.25 2.23 unless (i) on the date of such effectiveness, the conditions set forth in paragraphs (b) and (c) of Section 4.01 4.1 shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower, and (ii) the Administrative Agent shall have received (with sufficient copies for each of the Incremental Term Lenders) legal opinions, board resolutions and an officer's certificate other closing certificates and documentation consistent with those delivered on the Closing Date under clauses (a)(i), (a)(ii), (c)(ii)(B) Section 4.2 and (diii) the Borrower would be in Pro Forma Compliance after giving effect to such Incremental Term Loan Commitment and the Loans to be made thereunder and the application of Section 4.02the proceeds therefrom as if made and applied on such date. (d) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all action as may be reasonably necessary to ensure that all Incremental Term Loans (other than Other Term Loans), when originally made, are included in each Borrowing of outstanding Tranche A Term Loans or Tranche B Term Loans, as the case may be, on a pro rata basis. This may be accomplished at the discretion of the Administrative Agent by requiring each outstanding Eurodollar Tranche A Term Borrowing or Eurodollar Tranche B Term Borrowing, as the case may be, to be converted into an ABR Term Borrowing on the date of each Incremental Term Loan, or by allocating a portion of each Incremental Term Loan to each outstanding Eurodollar Tranche A Term Borrowing or Eurodollar Tranche B Term Borrowing, as the case may be, on a pro rata basis, even though as a result thereof such Incremental Term Loan may effectively have a shorter Interest Period than and the Term Loans included in the Borrowing of which they are a part (and notwithstanding Borrower agrees that Section 2.15 shall apply to any other provision of this Agreement that would prohibit such an initial Interest Period). Any conversion of Eurodollar Term Loans to ABR Term Loans reasonably required by the preceding sentence shall be subject to Section 2.16. If any Incremental Term Loan is to be allocated to an existing Interest Period for a Eurodollar Term Borrowing then, subject to Section 2.07, the interest rate applicable to such Incremental Term Loan for the remainder of such Interest Period shall equal the Adjusted LIBO Rate for a period approximately equal to the remainder of such Interest Period (as determined by the Administrative Agent two Business Days before to effect the date such Incremental Term Loan is made) plus the Applicable Percentageforegoing. In addition, to the extent any Incremental Term Loans are the Tranche A Term Loans or Tranche B not Other Term Loans, the scheduled amortization payments under Sections 2.11(a)(i2.11(a) or 2.11(a)(ii), as the case may be, required to be made after the making of such Incremental Term Loans shall be ratably increased by the aggregate principal amount of such Incremental Term Loans.

Increase in Term Loan Commitments. (a) The Borrower may, by written notice to the Administrative Agent from time to time, request Incremental Term Loan Commitments in an aggregate amount (for all such Incremental Term Loan Commitments) not to exceed the Incremental Term Loan Debt Amount from one or more Incremental Term Lenders, which may include any existing Lender; provided that each Incremental Term Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld); provided further that no existing Lender shall be obligated to commit to provide Incremental Term Loans or become an Incremental Term Lender. Such notice shall set forth (i) the amount of the Incremental Term Loan Commitments being requested (which shall be in minimum increments of $5,000,000 1,000,000 and a minimum amount of $10,000,000 5,000,000 or equal to the remaining Incremental Term Loan Debt Amount), (ii) the date on which such Incremental Term Loan Commitments are requested to become effective (which shall not be less than 10 Business Days nor more than 60 days after the date of such notice), ) and (iii) whether such Incremental Term Loan Commitments are to be Tranche A Commitments, Tranche B Term Loan Commitments or commitments to make Term Loans term loans with terms different from the Tranche A Term Loans and Tranche B Term Loans ("OTHER TERM LOANS"“Other Term Loans”). (b) The Borrower and each Incremental Term Lender shall execute and deliver to the Administrative Agent an Incremental Term Loan Assumption Agreement and such other documentation as the Administrative Agent shall reasonably specify to evidence the Incremental Term Loan Commitment of such Incremental Term Lender. Each Incremental Term Loan Assumption Agreement shall specify the terms of the Incremental Term Loans to be made thereunder; PROVIDED provided that, without the prior written consent of the Required Lenders, (i) the interest rate spreads in respect of any Other Term Loans shall not exceed by more than 1/2 of 1% the Applicable Percentage for the Tranche B Term Loans, (ii) the final maturity date of any Other Term Loans shall be no earlier than the Tranche B Term Loan Maturity Date and Date, (iiiii) the average life to maturity of any Other Term Loans shall be no shorter than (x) the average life to maturity of the Tranche B Term Loans and (y) if the initial yield (determined as provided below) of such Other Term Loans exceeds the Applicable Percentage then in effect for Eurodollar Term Loans, six months longer than the average life to maturity of the Term Loans, and (iii) if the initial yield on any Other Term Loans (as determined by the Administrative Agent to be equal to the sum of (x) the Adjusted LIBOR margin on the Other Term Loans and (y) if the Other Term Loans are initially made at a discount or the Lenders making the same receive a fee directly or indirectly from Holdings, the Borrower or any Subsidiary for doing so (the amount of such fee, expressed as a percentage of the Other Term Loans, being referred to herein as “OID”), the amount of such OID divided by the lesser of (A) the average life to maturity of such Other Term Loans and (B) four) exceeds by more than 50 basis points (the amount of such excess above 50 basis points being referred to herein as the “Yield Differential”) the Applicable Percentage then in effect for Eurodollar Term Loans, then the Applicable Percentages then in effect for Term Loans shall automatically be increased by the Yield Differential, effective upon the making of the Other Term Loans (and if the Adjusted LIBOR margins on the Other Term Loans are subject to a leveraged-based pricing grid, appropriate increases to the other Applicable Percentages for the Term Loans, consistent with the foregoing, shall be made). The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Incremental Term Loan Assumption Agreement. Each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Term Loan Assumption Agreement, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Incremental Term Loan Commitment evidenced thereby. Any such deemed amendment may be memorialized in writing by the Administrative Agent with the Borrower’s consent (not to be unreasonably withheld) and furnished to the other parties hereto. (c) Notwithstanding the foregoing, no Incremental Term Loan Commitment shall become effective under this Section 2.25 2.24 unless (i) on the date of such effectiveness, the conditions set forth in paragraphs (b) and (c) of Section 4.01 shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower, and (ii) the Administrative Agent shall have received (with sufficient copies for each of the Incremental Term Lenders) legal opinions, board resolutions and an officer's certificate other closing certificates and documentation consistent with those delivered on the Closing Date under clauses (a)(i), (a)(ii), (c)(ii)(B) Section 4.02 and (diii) the Leverage Ratio on such date, calculated on a Pro Forma Basis after giving effect to such Incremental Term Loan Commitment and the Loans to be made thereunder and the application of the proceeds therefrom as if made and applied on such date, shall be at least 0.25 to 1.0 less than the maximum Leverage Ratio permitted under Section 4.026.12 applicable at such time. (d) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all action as may be reasonably necessary to ensure that all Incremental Term Loans (other than Other Term Loans), when originally made, are included in each Borrowing of outstanding Tranche A Term Loans or Tranche B Term Loans, as the case may be, on a pro rata basis. This may be accomplished at the discretion of the Administrative Agent by requiring each outstanding Eurodollar Tranche A Term Borrowing or Eurodollar Tranche B Term Borrowing, as the case may be, to be converted into an ABR Term Borrowing on the date of each Incremental Term Loan, or by allocating a portion of each Incremental Term Loan to each outstanding Eurodollar Tranche A Term Borrowing or Eurodollar Tranche B Term Borrowing, as the case may be, on a pro rata basis, even though as a result thereof such Incremental Term Loan may effectively have a shorter Interest Period than the Term Loans included in the Borrowing of which they are a part (and notwithstanding any other provision of this Agreement that would prohibit such an initial Interest Period). Any conversion of Eurodollar Term Loans to ABR Term Loans required by made pursuant to the preceding sentence shall be subject to Section 2.16. If any Incremental Term Loan is to be allocated to an existing Interest Period for a Eurodollar Term Borrowing then, subject to Section 2.07, the interest rate applicable to such Incremental Term Loan for the remainder of such Interest Period shall equal the Adjusted LIBO Rate for a period approximately equal to the remainder of such Interest Period (as determined by the Administrative Agent two Business Days before the date such Incremental Term Loan is made) plus the Applicable PercentagePercentage then in effect. In addition, to the extent any Incremental Term Loans are the Tranche A Term Loans or Tranche B not Other Term Loans, the scheduled amortization payments under Sections 2.11(a)(i) or 2.11(a)(ii), as the case may be, required to be made after the making of such Incremental Term Loans shall be ratably increased by the aggregate principal amount of such Incremental Term Loans.

Increase in Term Loan Commitments. (a) The Borrower may, at any time and from time to time prior to the later of (x) the Initial Term Loan Termination Date and (y) any Incremental Term Loan Termination Date, by written notice to the Administrative Agent Agent, request the addition of one or more new term loan facilities (each, an “Incremental Term Loan Facility”) or one or more increases in the Commitments under a Term Loan Facility existing at the time of such request (each, a “Commitment Increase”) in an aggregate amount up to $500,000,000 plus the sum of all amounts applied from time to timetime after the Effective Date to permanently prepay Term Loans pursuant to Section 2.10 hereof or to permanently reduce Revolving Credit Loan Commitments pursuant to Section 2.09 hereof less the aggregate amount of Revolving Credit Loan Commitment Increases pursuant to Section 2.18, to be effective as of a date that is at least 90 days prior to the scheduled Termination Date then in effect (each, an “Increase Date”) as specified in the related notice to the Agent; provided, however, that (i) in no event shall the aggregate amount of such Commitment Increases exceed $700,000,000 less the aggregate amount of Revolving Credit Loan Commitment Increases pursuant to Section 2.18, (ii) on the date of any request by the Borrower for a Commitment Increase and on the related Increase Date, the applicable conditions set forth in Section 3.02 and in clause (d) of this Section 2.17 shall be satisfied and (iii) if the request is for an Incremental Term Loan Commitments in an amount not to exceed Facility, such Incremental Term Loan Facility shall contain such other terms as may be agreed by the Borrower, the Agent and the Incremental Term Loan Amount from one or more Incremental Term LendersBanks, which may include any existing Lender; provided that each Incremental Term Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld). Such notice shall set forth (iA) the amount final scheduled maturity date of the Incremental Term Loan Commitments being requested (which Facility shall in no event be in minimum increments of $5,000,000 and a minimum amount of $10,000,000 or equal prior to the remaining Initial Term Loan Termination Date and (B) no Bank shall have any obligation to participate in any Incremental Term Loan Amount), (ii) the date on which such Incremental Term Loan Commitments are requested to become effective (which shall not be less than 10 Business Days nor more than 60 days after the date of such notice), and (iii) whether such Incremental Term Loan Commitments are to be Tranche A Commitments, Tranche B Commitments Facility or commitments to make Term Loans with terms different from the Tranche A Term Loans and Tranche B Term Loans ("OTHER TERM LOANS")any Commitment Increase. (b) The Borrower and each Incremental Term Lender Agent shall execute and deliver to promptly notify the Administrative Agent an Incremental Initial Term Loan Assumption Agreement and such other documentation as Banks of any request by the Administrative Agent Borrower for a Commitment Increase, which notice shall reasonably specify to evidence the Incremental Term Loan Commitment of such Incremental Term Lender. Each Incremental Term Loan Assumption Agreement shall specify the terms of the Incremental Term Loans to be made thereunder; PROVIDED that, without the prior written consent of the Required Lenders, include (i) the interest rate spreads in respect proposed amount of any Other Term Loans shall not exceed by more than 1/2 of 1% the Applicable Percentage for the Tranche B Term Loanssuch requested Commitment Increase, (ii) the final maturity date of any Other Term Loans shall be no earlier than the Tranche B Maturity proposed Increase Date and (iii) the average life date by which Initial Term Loan Banks wishing to maturity participate in the Commitment Increase must commit to an increase in the amount of any Other their respective Commitments (the “Increase Commitment Date”). Each Initial Term Loans shall be no shorter than Loan Bank that is willing to participate in the average life requested Commitment Increase shall, in its sole discretion, give written notice to maturity the Agent on or prior to the applicable Increase Commitment Date of the Tranche B Term Loans. The Administrative Agent shall promptly notify each Lender as amount by which it is willing either to the effectiveness of each Incremental increase its Initial Term Loan Assumption Agreement. Each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Term Loan Assumption Agreement, this Agreement shall be deemed amended Commitment or commit to the extent (but only to the extent) necessary to reflect the existence and terms of the Incremental Term Loan Facility. If the Initial Term Loan Banks notify the Agent that they are willing to participate in a Commitment evidenced therebyIncrease by an aggregate amount that exceeds the amount of the requested Commitment Increase, the requested Commitment Increase shall be allocated among the Initial Term Loan Banks willing to participate therein in such amounts as are agreed between the Borrower and the Agent. (c) Notwithstanding Promptly following the foregoingapplicable Increase Commitment Date, no the Agent shall notify the Borrower as to the amount, if any, by which the Initial Term Loan Banks are willing to participate in the requested Commitment Increase. If the aggregate amount by which the Initial Term Loan Banks are willing to participate in the requested Commitment Increase on any such Increase Date is less than the requested Commitment Increase, then the Borrower may extend offers to one or more Eligible Assignees to participate in any portion of the requested Commitment Increase that has not been committed to by the Initial Term Loan Banks as of the applicable Increase Commitment Date; provided, however, that the Initial Term Loan Commitment or Incremental Term Loan Commitment shall become effective under this Section 2.25 unless (i) on the date of such effectiveness, the conditions set forth in paragraphs (b) and (c) of Section 4.01 shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower, and (ii) the Administrative Agent shall have received (with sufficient copies for each of the Incremental Term Lenders) legal opinions, board resolutions and an officer's certificate consistent with those delivered on the Closing Date under clauses (a)(i), (a)(ii), (c)(ii)(B) and (d) of Section 4.02. (d) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all action as may be reasonably necessary to ensure that all Incremental Term Loans (other than Other Term Loans), when originally made, are included in each Borrowing of outstanding Tranche A Term Loans or Tranche B Term LoansCommitment, as the case may be, on of each such Eligible Assignee shall be in an amount equal to at least $1,000,000. (d) On the applicable Increase Date, each Eligible Assignee that accepts an offer to participate in a pro rata basis. This may be accomplished at the discretion requested Commitment Increase in accordance with Section 2.17(c) shall become a Bank party to this Agreement as of the Administrative Agent by requiring each outstanding Eurodollar Tranche A applicable Increase Date and the Initial Term Borrowing Loan Commitment or Eurodollar Tranche B the Incremental Term BorrowingLoan Commitment, as the case may be, to be converted into an ABR Term Borrowing on the date of each Incremental Initial Term Loan, Loan Bank participating in such Commitment Increase shall be so increased by such amount (or by allocating the amount allocated to such Initial Term Loan Bank pursuant to the last sentence of Section 2.17(b)) as of such Commitment Increase Date; provided, however, that the Agent shall have received on or before the applicable Increase Date the following, each dated such date: (i) (A) certified copies of resolutions of the Board of Directors (or a portion committee thereof) of the Loan Parties approving the applicable Commitment Increase and the corresponding modifications to this Agreement and (B) an opinion of counsel for each of the Loan Parties (which may be an opinion of in-house counsel), each in form and substance reasonably satisfactory to the Agent; (ii) an assumption agreement from each Eligible Assignee, if any, in form and substance satisfactory to the Borrower and the Agent (each an “Assumption Agreement”), duly executed by such Eligible Assignee, the Agent and the Borrower; and (iii) confirmation from each Initial Term Loan Bank of the increase in the amount of its Initial Term Loan Commitment or Incremental Term Loan to each outstanding Eurodollar Tranche A Term Borrowing or Eurodollar Tranche B Term BorrowingCommitment, as the case may be, on in a pro rata basiswriting satisfactory to the Borrower and the Agent. On the applicable Increase Date, even though as a result thereof such Incremental upon fulfillment of the conditions set forth in the immediately preceding sentence of this Section 2.17(d) and the conditions set forth in Section 3.02, (x) the Agent shall notify the Initial Term Loan may effectively have a shorter Interest Period than Banks and the Term Loans included in the Borrowing of which they are a part (and notwithstanding any other provision of this Agreement that would prohibit such an initial Interest Period). Any conversion of Eurodollar Term Loans to ABR Term Loans required by the preceding sentence shall be subject to Section 2.16. If any Incremental Additional Term Loan is Banks participating in such Commitment Increase and the Borrower, on or before 11:00 A.M. (New York City time), by telecopier or telex, of the occurrence of the applicable Commitment Increase to be allocated to an existing Interest Period for a Eurodollar Term Borrowing theneffected on the related Increase Date, subject to Section 2.07, the interest rate applicable to such Incremental (y) each Initial Term Loan for Bank participating in such Commitment Increase and each Additional Term Loan Bank participating in such Commitment Increase shall make a single advance to the remainder of such Interest Period shall equal the Adjusted LIBO Rate for a period approximately Borrower in an amount equal to its agreed commitment in respect of the remainder of Commitment Increase; provided that after taking into account such Interest Period (as determined by the Administrative Agent two Business Days before the date such Incremental Term Loan is made) plus the Applicable Percentage. In additionadvance, to the extent any Incremental Term Loans are the Tranche A Term Loans or Tranche B Term Loans, the scheduled amortization payments under Sections 2.11(a)(i) or 2.11(a)(ii), as the case may be, required to be made after the making of such Incremental Term Loans shall be ratably increased by the aggregate principal amount of the Term Loans of each such Incremental participating Term LoansLoan Bank shall not exceed such Term Loan Bank’s Total Term Loan Commitments and (z) the Agent shall record in the Register maintained by the Agent pursuant to Section 10.06(f) the relevant information with respect to each Initial Term Loan Bank and each Additional Term Loan Bank participating in such Commitment Increase on such date.

Increase in Term Loan Commitments. (a) The Borrower maySo long as no Default has occurred and is continuing and no Default would result therefrom, by written upon notice to the Administrative Agent (which shall promptly notify all of the Lenders), the Borrower may from time to time, request Incremental Term Loan Commitments in an amount not to exceed the Incremental Term Loan Amount from addition of one or more new term loan facilities (each an “Incremental Term Lenders, which may include any Facility”) or one or more increases in the Term Commitments under a Term Facility existing Lenderat the time of such request (each such request for an Incremental Term Facility or an increase in Term Commitments being a “Term Commitment Increase”); provided that each Incremental Term Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld). Such notice shall set forth (i) the amount of the any such request for Incremental Term Loan Commitments being requested (which shall be in minimum increments of $5,000,000 and a minimum amount of $10,000,000 or equal to the remaining Incremental Term Loan Amount)50,000,000, (ii) the Borrower may make a maximum of three such requests and (iii) after giving effect to any such Term Commitment Increase, the aggregate amount of the Revolving Credit Commitments and the Term Facilities shall not exceed $1,000,000,000 at any time. At the time of sending such notice, the Borrower (in consultation with the Administrative Agent) shall specify: (A) The time period within which each Lender is requested to respond, which shall in no event be less than ten Business Days from the date on which of delivery of such notice to the Lenders, (B) If the request is for an Incremental Term Facility, the requested Maturity Date for such Incremental Term Loan Commitments are requested to become effective (Facility, which shall not be less than 10 Business Days nor more than 60 days prior to six months after the date Maturity Date in respect of such notice)the Term A Facility, (C) If the request is for an Incremental Term Facility, and (iii) whether the requested amortization schedule for such Incremental Term Loan Loans, which shall not amortize more rapidly (determined on the basis of amortization as a percentage of the initial principal amount) than quarterly installments of Term A Loans, and (D) If the request is for an Incremental Term Facility, any scheduled reduction of Incremental Term Commitments are to be Tranche A Commitments, Tranche B Commitments or commitments to make for such Incremental Term Loans with terms different from the Tranche A Term Loans and Tranche B Term Loans ("OTHER TERM LOANS")Facility. (b) Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to participate (which it may determine in its sole discretion) in such Incremental Term Facility and, if so, by what amount. Any Lender not responding within such time period shall be deemed to have declined to participate. The Administrative Agent shall notify the Borrower and each Lender of the Lenders’ responses to each request made hereunder. In the event that insufficient Incremental Term Commitments are received, the Borrower may request additional Incremental Term Commitments from new lenders that are Eligible Assignees and also may reduce the amount of such requested Incremental Term Commitments so long as such reduced amount is not less than the minimum amount. Any Eligible Assignee agreeing to a Commitment in respect of an existing Term Facility shall, upon execution of a Joinder Agreement, become a Term Lender hereunder. Such Incremental Term Facility, and the terms thereof, shall execute be set forth in an Incremental Term Facility Supplement to this Agreement among the Borrower and deliver the Lenders under the Incremental Term Facility (upon execution of an Incremental Term Facility Supplement any Eligible Assignee shall become a Term Lender hereunder). Schedule I to such Incremental Term Facility Supplement shall set forth the Incremental Term Commitments of each Term Lender. (c) If Incremental Term Commitments are effected in accordance with this Section, the Administrative Agent an and the Borrower shall determine the effective date (the “Incremental Term Loan Assumption Agreement Effective Date”) and such other documentation as the Administrative Agent shall reasonably specify to evidence the Incremental Term Loan Commitment final allocation of such Incremental Term Lender. Each Incremental Term Loan Assumption Agreement shall specify the terms of the Incremental Term Loans to be made thereunder; PROVIDED that, without the prior written consent of the Required Lenders, (i) the interest rate spreads in respect of any Other Term Loans shall not exceed by more than 1/2 of 1% the Applicable Percentage for the Tranche B Term Loans, (ii) the final maturity date of any Other Term Loans shall be no earlier than the Tranche B Maturity Date and (iii) the average life to maturity of any Other Term Loans shall be no shorter than the average life to maturity of the Tranche B Term LoansFacility. The Administrative Agent shall promptly notify each Lender as the Borrower and the Lenders of the final allocation of such increase and the Incremental Effective Date. As a condition precedent to such increase, (i) the Borrower shall deliver to the effectiveness Administrative Agent a certificate of each Incremental Term Loan Assumption Agreement. Each Party dated as of the parties hereto hereby agrees Incremental Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (A) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (B) in the case of the Borrower, certifying that, upon before and after giving effect to such increase, (x) the effectiveness representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of any the Incremental Term Loan Assumption AgreementEffective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Agreement Section 2.15, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed amended to refer to the extent most recent statements furnished pursuant to subsections (but only to the extent) necessary to reflect the existence and terms of the Incremental Term Loan Commitment evidenced thereby. (c) Notwithstanding the foregoing, no Incremental Term Loan Commitment shall become effective under this Section 2.25 unless (i) on the date of such effectiveness, the conditions set forth in paragraphs (ba) and (c) b), respectively, of Section 4.01 shall be satisfied 6.01, and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower(y) no Default exists, and (ii) each Guarantor shall reaffirm its obligations under the Administrative Agent shall have received (with sufficient copies for each of the Incremental Term Lenders) legal opinions, board resolutions and an officer's certificate consistent with those delivered on the Closing Date under clauses (a)(i), (a)(ii), (c)(ii)(B) and (d) of Section 4.02Guaranty. (d) Each of the parties hereto hereby agrees that the Administrative Agent may take This Section shall supersede any and all action as may be reasonably necessary to ensure that all Incremental Term Loans (other than Other Term Loans), when originally made, are included provisions in each Borrowing of outstanding Tranche A Term Loans or Tranche B Term Loans, as the case may be, on a pro rata basis. This may be accomplished at the discretion of the Administrative Agent by requiring each outstanding Eurodollar Tranche A Term Borrowing or Eurodollar Tranche B Term Borrowing, as the case may be, to be converted into an ABR Term Borrowing on the date of each Incremental Term Loan, or by allocating a portion of each Incremental Term Loan to each outstanding Eurodollar Tranche A Term Borrowing or Eurodollar Tranche B Term Borrowing, as the case may be, on a pro rata basis, even though as a result thereof such Incremental Term Loan may effectively have a shorter Interest Period than the Term Loans included in the Borrowing of which they are a part (and notwithstanding any other provision of this Agreement that would prohibit such an initial Interest Period). Any conversion of Eurodollar Term Loans to ABR Term Loans required by the preceding sentence shall be subject to Section 2.16. If any Incremental Term Loan is to be allocated to an existing Interest Period for a Eurodollar Term Borrowing then, subject to Section 2.07, the interest rate applicable to such Incremental Term Loan for the remainder of such Interest Period shall equal the Adjusted LIBO Rate for a period approximately equal 10.01 to the remainder of such Interest Period (as determined by the Administrative Agent two Business Days before the date such Incremental Term Loan is made) plus the Applicable Percentage. In addition, to the extent any Incremental Term Loans are the Tranche A Term Loans or Tranche B Term Loans, the scheduled amortization payments under Sections 2.11(a)(i) or 2.11(a)(ii), as the case may be, required to be made after the making of such Incremental Term Loans shall be ratably increased by the aggregate principal amount of such Incremental Term Loanscontrary.

Increase in Term Loan Commitments. (a) The Borrower may, by written notice to the Administrative Agent from time to time, request Incremental Term Loan Commitments in an amount not to exceed the Incremental Term Loan Amount from one or more Incremental Term Lenders, which may include any existing Lender; provided that each Incremental Term Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld). Such notice shall set forth (i) the amount of the Incremental Term Loan Commitments being requested (which shall be in minimum increments of $5,000,000 and a minimum amount of $10,000,000 or equal to the remaining Incremental Term Loan Amount), (ii) the date on which such Incremental Term Loan Commitments are requested to become effective (which shall not be less than 10 Business Days nor more than 60 days after the date of such notice), and (iii) whether such Incremental Term Loan Commitments are commitments to be Tranche A Commitments, Tranche B Commitments make additional Term Loans or commitments to make Term Loans term loans with terms different from the Tranche A Term Loans and Tranche B Term Loans ("OTHER TERM LOANS"“Other Term Loans”). (b) The Borrower and each Incremental Term Lender shall execute and deliver to the Administrative Agent an Incremental Term Loan Assumption Agreement and such other documentation as the Administrative Agent shall reasonably specify to evidence the Incremental Term Loan Commitment of such Incremental Term Lender. Each Incremental Term Loan Assumption Agreement shall specify the terms of the Incremental Term Loans to be made thereunder; PROVIDED provided that, without the prior written consent of the Required Lenders, (i) the interest rate spreads in respect of any Other Term Loans shall not exceed by more than 1/2 of 1% the Applicable Percentage for the Tranche B Term Loans, (ii) the final maturity date of any Other Term Loans shall be no earlier than the Tranche B Term Loan Maturity Date and (iii) the average life to maturity of any Other Term Loans shall be no shorter than the average life to maturity of the Tranche B Term Loans. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Incremental Term Loan Assumption Agreement. Each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Term Loan Assumption Agreement, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Incremental Term Loan Commitment evidenced thereby. (c) Notwithstanding the foregoing, no Incremental Term Loan Commitment shall become effective under this Section 2.25 unless (i) on the date of such effectiveness, the conditions set forth in paragraphs (b) and (c) of Section 4.01 shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower, and (ii) the Administrative Agent shall have received (with sufficient copies for each of the Incremental Term Lenders) legal opinions, board resolutions and an officer's ’s certificate consistent with those delivered on the Closing Restatement Date under clauses (a)(i), (a)(ii), (c)(ii)(B) and (d) of Section 4.02. (d) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all action as may be reasonably necessary to ensure that all Incremental Term Loans (other than Other Term Loans), when originally made, are included in each Borrowing of outstanding Tranche A Term Loans or Tranche B Term Loans, as the case may be, on a pro rata basis. This may be accomplished at the discretion of the Administrative Agent by requiring each outstanding Eurodollar Tranche A Term Borrowing or Eurodollar Tranche B Term Borrowing, as the case may be, to be converted into an ABR Term Borrowing on the date of each Incremental Term Loan, or by allocating a portion of each Incremental Term Loan to each outstanding Eurodollar Tranche A Term Borrowing or Eurodollar Tranche B Term Borrowing, as the case may be, on a pro rata basis, even though as a result thereof such Incremental Term Loan may effectively have a shorter Interest Period than the Term Loans included in the Borrowing of which they are a part (and notwithstanding any other provision of this Agreement that would prohibit such an initial Interest Period). Any conversion of Eurodollar Term Loans to ABR Term Loans required by the preceding sentence shall be subject to Section 2.16. If any Incremental Term Loan is to be allocated to an existing Interest Period for a Eurodollar Term Borrowing then, subject to Section 2.07, the interest rate applicable to such Incremental Term Loan for the remainder of such Interest Period shall equal the Adjusted LIBO Rate for a period approximately equal to the remainder of such Interest Period (as determined by the Administrative Agent two Business Days before the date such Incremental Term Loan is made) plus the Applicable Percentage. In addition, to the extent any Incremental Term Loans are the Tranche A Term Loans or Tranche B not Other Term Loans, the scheduled amortization payments under Sections Section 2.11(a)(i) or 2.11(a)(ii), as the case may be, required to be made after the making of such Incremental Term Loans shall be ratably increased by the aggregate principal amount of such Incremental Term Loans.

Increase in Term Loan Commitments. (a) The Borrower may, by written notice to the Administrative Agent Agent, from time to time, request Incremental Term Loan Commitments in an amount not to exceed the Incremental Term Loan Amount from one or more Incremental Term Lenders, Lenders (which may include any existing Lender) willing to provide such Incremental Term Loans in their own discretion; provided provided, that (i) before submitting any such request to a person that is not a Lender, the Borrower shall first give each existing Lender the opportunity to provide such Incremental Term Loan Commitments (in which case, existing Lenders shall have no more than two (2) Business Days from the date of such notice to indicate whether they are willing to provide such Incremental Term Loans) and (ii) each Incremental Term Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld). Such notice shall set forth (i) the amount of the Incremental Term Loan Commitments being requested (which shall be in minimum increments of $5,000,000 1,000,000 and a minimum amount of $10,000,000 5,000,000 or equal to the remaining Incremental Term Loan Amount), (ii) the date on which such Incremental Term Loan Commitments are requested to become effective (which shall not be less than 10 Business Days nor more than 60 days after the date of such notice), ) and (iii) whether such Incremental Term Loan Commitments are to be Tranche A Commitments, Tranche B Term Loan Commitments or commitments to make Term Loans term loans with terms different from the Tranche A Term Loans and Tranche B Term Loans ("OTHER TERM LOANS"“Other Term Loans”). (b) The Borrower and each Incremental Term Lender shall execute and deliver to the Administrative Agent an Incremental Term Loan Assumption Agreement and such other documentation as the Administrative Agent shall reasonably specify to evidence the Incremental Term Loan Commitment of such Incremental Term Lender. Each Incremental Term Loan Assumption Agreement shall specify the terms of the Incremental Term Loans to be made thereunder; PROVIDED provided, that, without the prior written consent of the Required Lenders, (i) the interest rate spreads in respect of any Other Term Loans shall not exceed by more than 1/2 of 1% the Applicable Percentage for the Tranche B Term Loans, (ii) the final maturity date of any Other Term Loans shall be no earlier than the Tranche B Term Loan Maturity Date and (iiiii) the average life to maturity of any Other Term Loans shall be no shorter than the average life to maturity of the Tranche B Term Loans; and provided, further, that, if the interest rate margin in respect of any Other Term Loan would exceed the Applicable Percentage for the Term Loans by more than 0.25% (it being understood that any such increase may take the form of original issue discount (“OID”), with OID being equated to the interest rates in a manner determined by the Administrative Agent based on an assumed four-year life to maturity), the Applicable Percentage for the Term Loans shall be increased so that the interest rate margin in respect of such Other Term Loan (giving effect to any OID issued in connection with such Other Term Loan) is no more than 0.25% higher than the Applicable Percentage for the Term Loans. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Incremental Term Loan Assumption Agreement. Each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Term Loan Assumption Agreement, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Incremental Term Loan Commitment evidenced therebythereby as provided for in Section 9.8(b). Any such deemed amendment may be memorialized in writing by the Administrative Agent with the Borrower’s consent (not to be unreasonably withheld) and furnished to the other parties hereto. (c) Notwithstanding the foregoing, no Incremental Term Loan Commitment shall become effective under this Section 2.25 2.23 unless (i) on the date of such effectiveness, the conditions set forth in paragraphs (b) and (c) of Section 4.01 4.1 shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower, and (ii) the Administrative Agent shall have received (with sufficient copies for each of the Incremental Term Lenders) legal opinions, board resolutions and an officer's certificate other closing certificates and documentation consistent with those delivered on the Closing Date under clauses Section 4.2, (a)(iiii) the Borrower would be in Pro Forma Compliance after giving effect to such Incremental Term Loan Commitment and the Loans to be made thereunder and the application of the proceeds therefrom as if made and applied on such date and (iv) the Leverage Ratio shall be less than 4:00 to 1:00 on a Pro Forma Basis after giving effect to such Incremental Term Loan Commitment and the Loans to be made thereunder and such additional Indebtedness (if any) as if such Loans and additional Indebtedness were outstanding, and the proceeds thereof applied as set forth in a notice from the Borrower to the Administrative Agent, on the last day of the most recently ended fiscal quarter of the Borrower; provided, that if such Loans are used along with additional Indebtedness permitted hereunder to finance a Permitted Acquisition pursuant to Section 6.4(g), the computation of the Leverage Ratio under this clause (a)(ii)iv) shall be made without regard to such additional Indebtedness. Notwithstanding anything to the contrary stated herein, (c)(ii)(B) the proceeds of Incremental Term Loans and (d) of Section 4.02Other Term Loans may not be used to pay cash dividends. (d) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all action as may be reasonably necessary to ensure that all Incremental Term Loans (other than Other Term Loans), when originally made, are included in each Borrowing of outstanding Tranche A Term Loans or Tranche B Term Loans, as the case may be, on a pro rata basis. This may be accomplished at the discretion of the Administrative Agent by requiring each outstanding Eurodollar Tranche A Term Borrowing or Eurodollar Tranche B Term Borrowing, as the case may be, to be converted into an ABR Term Borrowing on the date of each Incremental Term Loan, or by allocating a portion of each Incremental Term Loan to each outstanding Eurodollar Tranche A Term Borrowing or Eurodollar Tranche B Term Borrowing, as the case may be, on a pro rata basis, even though as a result thereof such Incremental Term Loan may effectively have a shorter Interest Period than and the Term Loans included in the Borrowing of which they are a part (and notwithstanding Borrower agrees that Section 2.15 shall apply to any other provision of this Agreement that would prohibit such an initial Interest Period). Any conversion of Eurodollar Term Loans to ABR Term Loans reasonably required by the preceding sentence shall be subject to Section 2.16. If any Incremental Term Loan is to be allocated to an existing Interest Period for a Eurodollar Term Borrowing then, subject to Section 2.07, the interest rate applicable to such Incremental Term Loan for the remainder of such Interest Period shall equal the Adjusted LIBO Rate for a period approximately equal to the remainder of such Interest Period (as determined by the Administrative Agent two Business Days before to effect the date such Incremental Term Loan is made) plus the Applicable Percentageforegoing. In addition, to the extent any Incremental Term Loans are the Tranche A Term Loans or Tranche B not Other Term Loans, the scheduled amortization payments under Sections 2.11(a)(i2.11(a) or 2.11(a)(ii), as the case may be, required to be made after the making of such Incremental Term Loans shall be ratably increased by the aggregate principal amount of such Incremental Term Loans.

Increase in Term Loan Commitments. (a) The Borrower may, by written Upon notice to the Administrative Agent Agent, the Borrower may from time to timetime after the First Amendment Effective Date, request Incremental an increase in the aggregate principal amount of an existing Term Loan Commitments in an amount not to exceed Facility (each a “Term Facility Increase”) and/or the Incremental Term Loan Amount from addition of one or more new term loan facilities (each an “Incremental Term Lenders, which may include any existing LenderFacility”) (each such request for a Term Facility Increase and/or an Incremental Term Facility being a “Term Commitment Increase”); provided that each Incremental Term Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld). Such notice shall set forth (i) the amount of the Incremental any such request for a Term Loan Commitments being requested (which Commitment Increase shall be in minimum increments of $5,000,000 and a minimum amount of $10,000,000 or equal to 25,000,000 (unless otherwise agreed by the remaining Incremental Term Loan Amount), Administrative Agent) and (ii) the date aggregate amount of Term Commitment Increases effected from time to time after the First Amendment Effective Date (together with the amount of Revolving Credit Commitment Increases effected pursuant to Section 2.14) shall not exceed an amount equal to the sum of (A) $175,000,000 plus (B) such additional amounts as would not cause the Consolidated Senior Secured Leverage Ratio to exceed 1.75:1.00 for the fiscal quarter most recently ended for which a Compliance Certificate has been delivered and calculated on which a pro forma basis after giving effect to any such incurrence (determined without giving effect to any amount incurred simultaneously under clause (A) but giving effect to the aggregate principal amount (whether drawn or undrawn) of all simultaneous Term Commitment Increases and Revolving Credit Commitment Increases not utilizing the amounts in clause (A) or in proviso (ii)(x) of Section 2.14(a) above); provided, that it is understood and agreed that amounts under clause (B) may be used prior to using any amounts available under clause (A). The Maturity Date for any Incremental Term Facility shall not be prior to the Maturity Date then in effect in respect of the Revolving Credit Facility or, if later, any prior Incremental Term Facility. The Incremental Term Loans in respect of any Incremental Term Facility shall not amortize more rapidly (determined on the basis of amortization as a percentage of the initial principal amount) than the quarterly installments of any prior Incremental Term Facility. The Incremental Term Loans in respect of any Incremental Term Loan Commitments are requested to become effective Facility shall rank equal in right of payment with the Loans, shall be secured by the Collateral and shall be Guaranteed only by the Guarantors. Any Term Facility Increase shall be on the same terms and conditions (which shall not be less than 10 Business Days nor more than 60 days after including maturity, amortization, interest rate and right of payment, guarantees and collateral) as the date of such notice), and (iii) whether such Incremental Term Loan Commitments are to be Tranche A Commitments, Tranche B Commitments or commitments to make Term Loans with terms different from the Tranche A Term Loans and Tranche B Term Loans ("OTHER TERM LOANS")Facility so being increased. (b) The Borrower and each Incremental may request additional Term Commitment Increases from existing Lenders or new lenders that are Eligible Assignees. No Lender shall execute be obligated to provide any Term Commitment Increase unless it so agrees and deliver the Borrower shall not be obligated to offer any existing Lender the Administrative Agent opportunity to provide any Term Commitment Increase. Any Eligible Assignee or new lender agreeing to a Term Commitment Increase shall, upon execution of a Joinder Agreement or an Incremental Term Loan Assumption Facility Supplement, as applicable, become a Term Lender hereunder. With respect to Incremental Term Facilities, the terms thereof shall be set forth in an Incremental Term Facility Supplement to this Agreement among the Borrower and such other documentation as the Administrative Agent shall reasonably specify to evidence Lenders under the Incremental Term Loan Commitment Facility (upon execution of such an Incremental Term LenderFacility Supplement any Eligible Assignee shall become a Term Lender hereunder). Each Incremental Term Loan Assumption Agreement shall specify In the terms event that any financial maintenance covenant is to be added for the benefit of the Incremental Term Loans to be made thereunder; PROVIDED that, without the prior written consent of the Required Lenders, (i) the interest rate spreads Lenders in respect of any Other Term Loans shall not exceed by more than 1/2 of 1% the Applicable Percentage for the Tranche B Incremental Term Loans, no consent of the Administrative Agent or any other Lender shall be required to the extent such financial maintenance covenant is also added for the benefit of the other Lenders hereunder. Schedule 1 to such Incremental Term Facility Supplement shall set forth the Incremental Term Commitments of each Incremental Term Loan Lender. (iic) If any Term Commitment Increase is effected in accordance with this Section 2.15, the Administrative Agent and the Borrower shall determine the effective date (the “Incremental Effective Date”) and the final maturity date allocation of any Other such Term Loans shall be no earlier than the Tranche B Maturity Date and (iii) the average life to maturity of any Other Term Loans shall be no shorter than the average life to maturity of the Tranche B Term LoansCommitment Increase. The Administrative Agent shall promptly notify each Lender as the Borrower and the Lenders of the final allocation of such increase and the Incremental Effective Date. As a condition precedent to such increase, (i) the Borrower shall deliver to the effectiveness Administrative Agent a certificate of each Incremental Term Loan Assumption Agreement. Each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Term Loan Assumption Agreement, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms Party dated as of the Incremental Term Loan Commitment evidenced thereby. Effective Date (cin sufficient copies for each Lender) Notwithstanding the foregoing, no Incremental Term Loan Commitment shall become effective under this Section 2.25 unless (i) on the date signed by a Responsible Officer of such effectivenessLoan Party (A) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase and (B) in the case of the Borrower, certifying that (1) the conditions to borrowing set forth in paragraphs (b) Section 4.02 are satisfied and (c2) of Section 4.01 the Borrower shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer in pro forma compliance with each of the Borrowerfinancial covenants set forth in Section 7.10 (assuming, solely for such purpose, that the full amount of all simultaneous Term Commitment Increases and Revolving Credit Commitment Increases are drawn on the Incremental Effective Date and any related transactions are consummated on such date), and (ii) each Guarantor shall reaffirm its obligations under the Administrative Agent Guaranty; provided, that, with respect to any Incremental Acquisition Term Facility, (x) the Borrower and the applicable Incremental Term Loan Lenders may elect to comply with the foregoing clause (i)(B)(2) as of the date the definitive documentation with respect to the transaction related to such Incremental Acquisition Term Facility is entered into and, for the avoidance of doubt, shall have received (with sufficient copies for each not be required to demonstrate such compliance as of the Incremental Term Lenders) legal opinions, board resolutions and an officer's certificate consistent with those delivered on the Closing Effective Date under clauses (a)(i), (a)(ii), (c)(ii)(B) and (dy) if the Borrower and the applicable Incremental Term Loan Lenders have elected to utilize the proviso in Section 4.02(b) as of Section 4.02the Incremental Effective Date, then no Default shall have existed and be continuing as of the date the definitive documentation with respect to the transaction related to such Incremental Acquisition Term Facility is entered into. (d) Each of the parties hereto hereby agrees that the Administrative Agent may take This Section shall supersede any and all action as may be reasonably necessary to ensure that all Incremental Term Loans (other than Other Term Loans), when originally made, are included provisions in each Borrowing of outstanding Tranche A Term Loans Section 2.13 or Tranche B Term Loans, as the case may be, on a pro rata basis. This may be accomplished at the discretion of the Administrative Agent by requiring each outstanding Eurodollar Tranche A Term Borrowing or Eurodollar Tranche B Term Borrowing, as the case may be, to be converted into an ABR Term Borrowing on the date of each Incremental Term Loan, or by allocating a portion of each Incremental Term Loan to each outstanding Eurodollar Tranche A Term Borrowing or Eurodollar Tranche B Term Borrowing, as the case may be, on a pro rata basis, even though as a result thereof such Incremental Term Loan may effectively have a shorter Interest Period than the Term Loans included in the Borrowing of which they are a part (and notwithstanding any other provision of this Agreement that would prohibit such an initial Interest Period). Any conversion of Eurodollar Term Loans to ABR Term Loans required by the preceding sentence shall be subject to Section 2.16. If any Incremental Term Loan is to be allocated to an existing Interest Period for a Eurodollar Term Borrowing then, subject to Section 2.07, the interest rate applicable to such Incremental Term Loan for the remainder of such Interest Period shall equal the Adjusted LIBO Rate for a period approximately equal 10.01 to the remainder of such Interest Period (as determined by the Administrative Agent two Business Days before the date such Incremental Term Loan is made) plus the Applicable Percentage. In addition, to the extent any Incremental Term Loans are the Tranche A Term Loans or Tranche B Term Loans, the scheduled amortization payments under Sections 2.11(a)(i) or 2.11(a)(ii), as the case may be, required to be made after the making of such Incremental Term Loans shall be ratably increased by the aggregate principal amount of such Incremental Term Loanscontrary.

Increase in Term Loan Commitments. (a) The Borrower may, by written notice to the Administrative Agent from time to time, request Incremental Term Loan Commitments in an aggregate amount not to exceed the lesser of (i) $25,000,000 and (ii) the Incremental Term Loan Debt Amount from one or more Incremental Term Lenders, which may include any existing Lender; provided that each Incremental Term Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld). Such notice shall set forth (i) the amount of the Incremental Term Loan Commitments being requested (which shall be in minimum increments of $5,000,000 1,000,000 and a minimum amount of $10,000,000 5,000,000 or equal to the remaining Incremental Term Loan Debt Amount), (ii) the date on which such Incremental Term Loan Commitments are requested to become effective (which shall not be less than 10 Business Days nor more than 60 days after the date of such notice), ) and (iii) whether such Incremental Term Loan Commitments are to be Tranche A Commitments, Tranche B Term Loan Commitments or commitments to make Term Loans term loans with terms different from the Tranche A Term Loans and Tranche B Term Loans ("OTHER TERM LOANS"“Other Term Loans”). (b) The Borrower and each Incremental Term Lender shall execute and deliver to the Administrative Agent an Incremental Term Loan Assumption Agreement and such other documentation as the Administrative Agent shall reasonably specify to evidence the Incremental Term Loan Commitment of such Incremental Term Lender. Each Incremental Term Loan Assumption Agreement shall specify the terms of the Incremental Term Loans to be made thereunder; PROVIDED provided that, without the prior written consent of the Required Lenders, (i) the interest rate spreads in respect of any Other Term Loans shall not exceed by more than 1/2 of 1% the Applicable Percentage for the Tranche B Term Loans, (ii) the final maturity date of any Other Term Loans shall be no earlier than the Tranche B Term Loan Maturity Date and Date, (iiiii) the average life to maturity of any Other Term Loans shall be no shorter than (x) the average life to maturity of the Tranche B Term Loans and (y) if the initial yield (determined as provided below) of such Other Term Loans exceeds the Applicable Percentage then in effect for Eurodollar Term Loans, six months longer than the average life to maturity of the Term Loans, and (iii) if the initial yield on any Other Term Loans (as determined by the Administrative Agent to be equal to the sum of (x) the Adjusted LIBOR margin on the Other Term Loans and (y) if the Other Term Loans are initially made at a discount or the Lenders making the same receive a fee directly or indirectly from Holdings, the Borrower or any Subsidiary for doing so (the amount of such fee, expressed as a percentage of the Other Term Loans, being referred to herein as “OID”), the amount of such OID divided by the lesser of (A) the average life to maturity of such Other Term Loans and (B) four) exceeds by more than 50 basis points (the amount of such excess above 50 basis points being referred to herein as the “Yield Differential”) the Applicable Percentage then in effect for Eurodollar Term Loans, then the Applicable Percentages then in effect for Term Loans shall automatically be increased by the Yield Differential, effective upon the making of the Other Term Loans (and if the Adjusted LIBOR margins on the Other Term Loans are subject to a leveraged-based pricing grid, appropriate increases to the other Applicable Percentages for the Term Loans, consistent with the foregoing, shall be made). The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Incremental Term Loan Assumption Agreement. Each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Term Loan Assumption Agreement, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Incremental Term Loan Commitment evidenced thereby. Any such deemed amendment may be memorialized in writing by the Administrative Agent with the Borrower’s consent (not to be unreasonably withheld) and furnished to the other parties hereto. (c) Notwithstanding the foregoing, no Incremental Term Loan Commitment shall become effective under this Section 2.25 2.24 unless (i) on the date of such effectiveness, the conditions set forth in paragraphs (b) and (c) of Section 4.01 shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower, and (ii) the Administrative Agent shall have received (with sufficient copies for each of the Incremental Term Lenders) legal opinions, board resolutions and an officer's certificate other closing certificates and documentation consistent with those delivered on the Closing Restatement Date under clauses (a)(i), (a)(ii), (c)(ii)(B) Section 4.02 and (diii) the Leverage Ratio on such date, calculated on a Pro Forma Basis after giving effect to such Incremental Term Loan Commitment and the Loans to be made thereunder and the application of the proceeds therefrom as if made and applied on such date, shall be at least 0.25 to 1.0 less than the maximum Leverage Ratio permitted under Section 4.026.13 applicable at such time. (d) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all action as may be reasonably necessary to ensure that all Incremental Term Loans (other than Other Term Loans), when originally made, are included in each Borrowing of outstanding Tranche A Term Loans or Tranche B Term Loans, as the case may be, on a pro rata basis. This may be accomplished at the discretion of the Administrative Agent by requiring each outstanding Eurodollar Tranche A Term Borrowing or Eurodollar Tranche B Term Borrowing, as the case may be, to be converted into an ABR Term Borrowing on the date of each Incremental Term Loan, or by allocating a portion of each Incremental Term Loan to each outstanding Eurodollar Tranche A Term Borrowing or Eurodollar Tranche B Term Borrowing, as the case may be, on a pro rata basis, even though as a result thereof such Incremental Term Loan may effectively have a shorter Interest Period than the Term Loans included in the Borrowing of which they are a part (and notwithstanding any other provision of this Agreement that would prohibit such an initial Interest Period). Any conversion of Eurodollar Term Loans to ABR Term Loans required by made pursuant to the preceding sentence shall be subject to Section 2.16. If any Incremental Term Loan is to be allocated to an existing Interest Period for a Eurodollar Term Borrowing then, subject to Section 2.07, the interest rate applicable to such Incremental Term Loan for the remainder of such Interest Period shall equal the Adjusted LIBO Rate for a period approximately equal to the remainder of such Interest Period (as determined by the Administrative Agent two Business Days before the date such Incremental Term Loan is made) plus the Applicable Percentage. In addition, to the extent any Incremental Term Loans are the Tranche A Term Loans or Tranche B not Other Term Loans, the scheduled amortization payments under Sections 2.11(a)(i) or 2.11(a)(ii), as the case may be, required to be made after the making of such Incremental Term Loans shall be ratably increased by the aggregate principal amount of such Incremental Term Loans.

Increase in Term Loan Commitments. (a) The At any time, and from time to time, from the date hereof until the second anniversary of the Closing Date, the Borrower may, by written notice to the Administrative Agent from time to timeAgent, request Incremental Term Loan Commitments in an aggregate amount not to exceed the Incremental Term Loan Amount from one or more Incremental Term Lenders, Lenders (which may include any existing Lender) willing to provide such Incremental Term Loans; provided provided, that (i) before submitting any such request to a Person that is not a Lender, the Borrower shall first give the existing Term Lenders the opportunity to provide such Incremental Term Loan Commitments on a ratable basis (in which case, existing Lenders shall have no more than ten (10) Business Days from the date of such notice to indicate whether they are willing to provide Incremental Term Loans and the amounts of their desired Incremental Term Loan Commitments) and (ii) each Incremental Term Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld). Such notice shall set forth (i) the amount of the Incremental Term Loan Commitments being requested (which shall be in minimum increments of $5,000,000 and a minimum amount of $10,000,000 or equal to shall, together with any prior Incremental Term Loan Commitments, not exceed the remaining Incremental Term Loan Amount), (ii) the date on which such Incremental Term Loan Commitments are requested to become effective (which shall not be less than 10 Business Days nor more than 60 days after the date of such notice), and (iii) whether such Incremental Term Loan Commitments are to be commitments to make additional Tranche A Commitments, Tranche B Commitments Term Loans or commitments to make Term Loans term loans with terms different from the Tranche A Term Loans and Tranche B (“Other Term Loans”). The Incremental Term Loans ("OTHER TERM LOANS")shall not be made on more than two borrowing dates. (b) The Borrower and each Incremental Term Lender shall execute and deliver to the Administrative Agent an Incremental Term Loan Assumption Agreement Supplement with respect to any Incremental Term Loan Commitments requested and such other documentation as the Administrative Agent shall reasonably specify to evidence the Incremental Term Loan Commitment of such Incremental Term Lender. Each Incremental Term Loan Assumption Agreement Supplement shall specify the terms of the Incremental Term Loans to be made thereunder; PROVIDED provided, that, without the prior written consent of the Required Lenders, (i) the interest rate spreads in respect of any Other Term Loans shall not exceed by more than 1/2 of 1% the Applicable Percentage for the Tranche B Term Loans, (ii) the final maturity date of any Other Term Loans shall be no earlier than the Tranche B A Term Loan Maturity Date and (iiiii) at no time from and after the average life to maturity effectiveness of any such Incremental Term Loan Supplement shall the Other Term Loans shall provided for therein be no shorter scheduled to be amortized on a basis that requires at any time a greater percentage of the Other Term Loans to have been paid than the average life to maturity then percentage of the principal amount remaining of the Tranche B A Term LoansLoans required to have been repaid. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Incremental Term Loan Assumption AgreementSupplement. Each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Term Loan Assumption AgreementSupplement, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Incremental Term Loan Commitment Commitments evidenced therebythereby as provided for in Section 9.1. Any such deemed amendment may be memorialized in writing by the Administrative Agent with the Borrower’s consent (not to be unreasonably withheld) and furnished to the other parties hereto. (c) Notwithstanding the foregoing, no Incremental Term Loan Commitment shall become effective under this Section 2.25 2.23 unless (i) on the date of such effectiveness, the conditions set forth in paragraphs (ba) and (cb) of Section 4.01 4.2 shall be have been satisfied and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Responsible Officer of the Borrower, and (ii) the Administrative Agent shall have received (with sufficient copies for each of the Incremental Term Lenders) legal opinions, board resolutions and an officer's certificate other closing certificates and documentation as it shall have requested generally consistent with those delivered on the Closing Date under clauses (a)(i), (a)(ii), (c)(ii)(B) Section 4.1 and (diii) on the last day of the fiscal quarter immediately preceding the date of such effectiveness, after giving effect to and on a pro forma basis reflecting such Incremental Term Loan Commitments and the Loans to be made thereunder and the application of the proceeds therefrom, the Consolidated Leverage Ratio shall be at least 0.25 to 1.0 less than the maximum Consolidated Leverage Ratio permitted by Section 4.026.1(a) for such day and the Borrower shall be in pro forma compliance with the covenants in Section 6.1. (d) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all action as may be reasonably necessary to ensure that all Incremental Term Loans (other than Other Term Loans), when originally made, are included in each Borrowing of outstanding Tranche A Term Loans or Tranche B Term Loans, as the case may be, on a pro rata basis. This may be accomplished at the discretion of the Administrative Agent by requiring each outstanding Eurodollar Tranche A Term Borrowing or Eurodollar Tranche B Term Borrowing, as the case may be, to be converted into an ABR Term Borrowing on the date of each Incremental Term Loan, or by allocating a portion of each Incremental Term Loan to each outstanding Eurodollar Tranche A Term Borrowing or Eurodollar Tranche B Term Borrowing, as the case may be, on a pro rata basis, even though as a result thereof such Incremental Term Loan may effectively have a shorter Interest Period than and the Term Loans included in the Borrowing of which they are a part (and notwithstanding Borrower agrees that Section 2.20 shall apply to any other provision of this Agreement that would prohibit such an initial Interest Period). Any conversion of Eurodollar Term Loans to ABR Term Loans reasonably required by the preceding sentence shall be subject to Section 2.16. If any Incremental Term Loan is to be allocated to an existing Interest Period for a Eurodollar Term Borrowing then, subject to Section 2.07, the interest rate applicable to such Incremental Term Loan for the remainder of such Interest Period shall equal the Adjusted LIBO Rate for a period approximately equal to the remainder of such Interest Period (as determined by the Administrative Agent two Business Days before to effect the date such Incremental Term Loan is made) plus the Applicable Percentageforegoing. In addition, to the extent any Incremental Term Loans are the Tranche A Term Loans or Tranche B not Other Term Loans, the scheduled amortization payments under Sections 2.11(a)(i2.3(a) or 2.11(a)(ii), as the case may be, required to be made after the making of such Incremental Term Loans shall be ratably increased by the aggregate principal amount of such Incremental Term Loans.

Increase in Term Loan Commitments. (a) The Any Borrower may, by written notice to the Administrative Agent from time to time, request Incremental Term Loan Commitments in an amount not to exceed the Incremental Term Loan Amount from one or more Incremental Term Lendersfinancial institutions, which may include any existing Lender; provided that each Incremental Term Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld). Such notice shall set forth (i) the amount of the Incremental Term Loan Commitments being requested (which shall be in minimum increments of $5,000,000 1,000,000 and a minimum amount of $10,000,000 5,000,000 or equal to the remaining Incremental Term Loan Amount), (ii) the date on which Loans are to be made pursuant to such Incremental Term Loan Commitments are requested to become effective (which shall not be less than 10 Business Days nor or more than 60 days after the date of such notice), ) and (iii) whether such Incremental Term Loan Commitments are to be Tranche A Commitments, Tranche B Commitments commitments to make loans with terms identical to the Initial Term Loans or commitments to make Term Loans term loans with terms different from the Tranche A Term Loans and Tranche B Initial Term Loans ("OTHER TERM LOANS"). (b) The applicable Borrower and each Incremental Term Lender shall execute and deliver to the Administrative Agent an Incremental Term Loan Assumption Agreement and such other documentation as the Administrative Agent shall reasonably specify to evidence the Incremental Term Loan Commitment of such Incremental Term Lender. Each Incremental Term Loan Assumption Agreement shall specify the terms of the Incremental Term Loans to be made thereunder; PROVIDED provided, however, that, without the prior written consent of Lenders holding a majority in interest of the Required Lenders, (i) the interest rate spreads in respect outstanding Loans and Commitments of any Other Term Loans shall not exceed by more than 1/2 each adversely affected Class of 1% the Applicable Percentage for the Tranche B Term Loans, (iii) the final maturity date of any Other Term Loans shall be no earlier than (x) the Tranche B Maturity Date final maturity date of any other Class of Term Loans and (iiiy) if the initial yield (determined as provided below) on such Other Term Loans exceeds the Applicable Percentage for Eurodollar Term Loans of any Class, the date falling six months after the final maturity date of each such adversely affected Class; (ii) the average life to maturity of any Other Term Loans shall be no shorter than (x) the average life to maturity of any other Class of Term Loans and (y) if the Tranche B initial yield (determined as provided below) on such Other Term Loans exceeds the Applicable Percentage at the time in effect for Eurodollar Term Loans of any Class, six months longer than the average life to maturity of each such adversely affected Class; and (iii) if the initial yield on any Other Term Loans (as determined by the Administrative Agent to be equal to the sum of (x) the Eurodollar spread on the Other Term Loans and (y) if the Other Term Loans are initially made at a discount or the lenders making the same receive a fee from Parent or any Subsidiary for doing so (the amount of such discount or fee, expressed as a percentage of the Other Term Loans, being referred to herein as "OID"), the amount of such OID divided by the lesser of (A) the average life to maturity of such Other Term Loans and (B) four) exceeds by more than 50 basis points (the amount of such excess above 50 basis points being referred to herein as the "YIELD DIFFERENTIAL") the Applicable Percentages from time to time in effect for such other Class of Term Loans, then the Applicable Percentage for each adversely affected Class of Term Loans shall automatically be increased by the Yield Differential, effective upon the making of the Other Term Loans. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Incremental Term Loan Assumption Agreement. Each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Term Loan Assumption Agreement, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Incremental Term Loan Commitment evidenced therebythereby and any increase to the Applicable Percentages required by the foregoing provisions of this paragraph. If the Administrative Agent shall so elect, any such deemed amendment shall be memorialized in a writing satisfactory to the Administrative Agent and Parent and furnished to the other parties hereto. (c) Notwithstanding the foregoing, no Incremental Term Loan Commitment shall become effective under this Section 2.25 unless (i) on the date of such effectiveness, the conditions set forth in paragraphs (b) and (c) of Section 4.01 shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the BorrowerParent, and (ii) the Administrative Agent shall have received (with sufficient copies for each of the Incremental Term Lenders) legal opinions, board resolutions and an officer's certificate other closing certificates and documentation consistent with those delivered on the Closing Date under clauses (a)(i), (a)(ii), (c)(ii)(B) Article IV and (diii) Parent and the Borrowers would be in Pro Forma Compliance after giving effect to such Incremental Term Loan Commitment and the Loans to be made thereunder and the application of Section 4.02the proceeds therefrom as if made and applied on such date. (d) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all action as may be reasonably necessary to ensure that all Incremental Term Loans (other than Other Term Loans), when originally made, are included in each Borrowing of outstanding Tranche A Term Loans or Tranche B Term Loans, as the case may be, on a pro rata basis. This may be accomplished at the discretion of the Administrative Agent by requiring each outstanding Eurodollar Tranche A Term Borrowing or Eurodollar Tranche B Term Borrowing, as the case may be, to be converted into an ABR Term Borrowing on the date of each Incremental Term Loan, or by allocating a portion of each Incremental Term Loan to each outstanding Eurodollar Tranche A Term Borrowing or Eurodollar Tranche B Term Borrowing, as the case may be, on a pro rata basis, even though as a result thereof such Incremental Term Loan may effectively have a shorter Interest Period than the Term Loans included in the Borrowing of which they are a part (and notwithstanding any other provision of this Agreement that would prohibit such an initial Interest Period). Any conversion of Eurodollar Term Loans to ABR Term Loans required by made pursuant to the preceding sentence shall be subject to Section 2.16. If any Incremental Term Loan is to be allocated to an existing Interest Period for a Eurodollar Term Borrowing then, subject to Section 2.07, the interest rate applicable to such Incremental Term Loan for the remainder of such Interest Period shall equal the Adjusted LIBO Rate for a period approximately equal to the remainder of such Interest Period (as determined by the Administrative Agent two Business Days before the date such Incremental Term Loan is made) plus the Applicable Percentage. In addition, to the extent any Incremental Term Loans are the Tranche A Term Loans or Tranche B Term Loans, the scheduled amortization payments under Sections 2.11(a)(i) or 2.11(a)(ii), as the case may be, required to be made after the making of such Incremental Term Loans shall be ratably increased by the aggregate principal amount of such Incremental Term Loans.

Increase in Term Loan Commitments. (a) The Borrower may, by written notice to the Administrative Agent at any time and from time to time, by notice to the Agent, request the addition of one or more new term loan facilities (each, an “Incremental Term Loan Facility”) or one or more increases in the Commitments under a Term Loan Facility existing at the time of such request (each, a “Commitment Increase”), to be effective as of a date (each, an “Increase Date”) as specified in the related notice to the Agent; provided, however, that (i) in no event after giving effect to the funding of any such Commitment Increase shall the Total Bank Exposure exceed $1,400,000,000, (ii) on the date of any request by the Borrower for a Commitment Increase and on the related Increase Date, the applicable conditions set forth in Section 3.02 and in clause (d) of this Section 2.17 shall be satisfied and (iii) if the request is for an amount not to exceed Incremental Term Loan Facility, such Incremental Term Loan Facility shall contain such other terms as may be agreed by the Borrower, the Agent and the Incremental Term Loan Amount from one or more Incremental Term LendersBanks, which may include any existing Lender; provided that each Incremental Term Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld). Such notice shall set forth (iA) the amount final scheduled maturity date of the Incremental Term Loan Commitments being requested (which Facility shall in no event be in minimum increments of $5,000,000 and a minimum amount of $10,000,000 or equal prior to the remaining Revolving Credit Loan Termination Date and (B) no Bank shall have any obligation to participate in any Incremental Term Loan Amount), (ii) the date on which such Incremental Term Loan Commitments are requested to become effective (which shall not be less than 10 Business Days nor more than 60 days after the date of such notice), and (iii) whether such Incremental Term Loan Commitments are to be Tranche A Commitments, Tranche B Commitments Facility or commitments to make Term Loans with terms different from the Tranche A Term Loans and Tranche B Term Loans ("OTHER TERM LOANS")any Commitment Increase. (b) The Borrower and each Incremental Term Lender Agent shall execute and deliver to promptly notify the Administrative Agent an Incremental Initial Term Loan Assumption Agreement and such other documentation as Banks of any request by the Administrative Agent Borrower for a Commitment Increase, which notice shall reasonably specify to evidence the Incremental Term Loan Commitment of such Incremental Term Lender. Each Incremental Term Loan Assumption Agreement shall specify the terms of the Incremental Term Loans to be made thereunder; PROVIDED that, without the prior written consent of the Required Lenders, include (i) the interest rate spreads in respect proposed amount of any Other Term Loans shall not exceed by more than 1/2 of 1% the Applicable Percentage for the Tranche B Term Loanssuch requested Commitment Increase, (ii) the final maturity date of any Other Term Loans shall be no earlier than the Tranche B Maturity proposed Increase Date and (iii) the average life date by which Initial Term Loan Banks wishing to maturity participate in the Commitment Increase must commit to an increase in the amount of any Other their respective Commitments (the “Increase Commitment Date”). Each Initial Term Loans shall be no shorter than Loan Bank that is willing to participate in the average life requested Commitment Increase shall, in its sole discretion, give written notice to maturity the Agent on or prior to the applicable Increase Commitment Date of the Tranche B Term Loans. The Administrative Agent shall promptly notify each Lender as amount by which it is willing either to the effectiveness of each Incremental increase its Initial Term Loan Assumption Agreement. Each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Term Loan Assumption Agreement, this Agreement shall be deemed amended Commitment or commit to the extent (but only to the extent) necessary to reflect the existence and terms of the Incremental Term Loan Facility. If the Initial Term Loan Banks notify the Agent that they are willing to participate in a Commitment evidenced therebyIncrease by an aggregate amount that exceeds the amount of the requested Commitment Increase, the requested Commitment Increase shall be allocated among the Initial Term Loan Banks willing to participate therein in such amounts as are agreed between the Borrower and the Agent. (c) Notwithstanding Promptly following the foregoingapplicable Increase Commitment Date, no the Agent shall notify the Borrower as to the amount, if any, by which the Initial Term Loan Banks are willing to participate in the requested Commitment Increase. If the aggregate amount by which the Initial Term Loan Banks are willing to participate in the requested Commitment Increase on any such Increase Date is less than the requested Commitment Increase, then the Borrower may extend offers to one or more Eligible Assignees to participate in any portion of the requested Commitment Increase that has not been committed to by the Initial Term Loan Banks as of the applicable Increase Commitment Date; provided, however, that the Initial Term Loan Commitment or Incremental Term Loan Commitment shall become effective under this Section 2.25 unless (i) on the date of such effectiveness, the conditions set forth in paragraphs (b) and (c) of Section 4.01 shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower, and (ii) the Administrative Agent shall have received (with sufficient copies for each of the Incremental Term Lenders) legal opinions, board resolutions and an officer's certificate consistent with those delivered on the Closing Date under clauses (a)(i), (a)(ii), (c)(ii)(B) and (d) of Section 4.02. (d) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all action as may be reasonably necessary to ensure that all Incremental Term Loans (other than Other Term Loans), when originally made, are included in each Borrowing of outstanding Tranche A Term Loans or Tranche B Term LoansCommitment, as the case may be, on of each such Eligible Assignee shall be in an amount equal to at least $1,000,000. (d) On the applicable Increase Date, each Eligible Assignee that accepts an offer to participate in a pro rata basis. This may be accomplished at the discretion requested Commitment Increase in accordance with Section 2.17(c) shall become a Bank party to this Agreement as of the Administrative Agent by requiring each outstanding Eurodollar Tranche A applicable Increase Date and the Initial Term Borrowing Loan Commitment or Eurodollar Tranche B the Incremental Term BorrowingLoan Commitment, as the case may be, to be converted into an ABR Term Borrowing on the date of each Incremental Initial Term Loan, Loan Bank participating in such Commitment Increase shall be so increased by such amount (or by allocating the amount allocated to such Initial Term Loan Bank pursuant to the last sentence of Section 2.17(b)) as of such Commitment Increase Date; provided, however, that the Agent shall have received on or before the applicable Increase Date the following, each dated such date: (i) (A) certified copies of resolutions of the Board of Directors (or a portion committee thereof) of the Loan Parties approving the applicable Commitment Increase and the corresponding modifications to this Agreement and (B) an opinion of counsel for each of the Loan Parties (which may be an opinion of in-house counsel), each in form and substance reasonably satisfactory to the Agent; (ii) an assumption agreement from each Eligible Assignee, if any, in form and substance satisfactory to the Borrower and the Agent (each an “Assumption Agreement”), duly executed by such Eligible Assignee, the Agent and the Borrower; and (iii) confirmation from each Initial Term Loan Bank of the increase in the amount of its Initial Term Loan Commitment or Incremental Term Loan to each outstanding Eurodollar Tranche A Term Borrowing or Eurodollar Tranche B Term BorrowingCommitment, as the case may be, on in a pro rata basiswriting satisfactory to the Borrower and the Agent. On the applicable Increase Date, even though as a result thereof such Incremental upon fulfillment of the conditions set forth in the immediately preceding sentence of this Section 2.17(d) and the conditions set forth in Section 3.02, (x) the Agent shall notify the Initial Term Loan may effectively have a shorter Interest Period than Banks and the Term Loans included in the Borrowing of which they are a part (and notwithstanding any other provision of this Agreement that would prohibit such an initial Interest Period). Any conversion of Eurodollar Term Loans to ABR Term Loans required by the preceding sentence shall be subject to Section 2.16. If any Incremental Additional Term Loan is Banks participating in such Commitment Increase and the Borrower, on or before 11:00 A.M. (New York City time), by telecopier or telex, of the occurrence of the applicable Commitment Increase to be allocated to an existing Interest Period for a Eurodollar Term Borrowing theneffected on the related Increase Date, subject to Section 2.07, the interest rate applicable to such Incremental (y) each Initial Term Loan for Bank participating in such Commitment Increase and each Additional Term Loan Bank participating in such Commitment Increase shall make a single advance to the remainder of such Interest Period shall equal the Adjusted LIBO Rate for a period approximately Borrower in an amount equal to its agreed commitment in respect of the remainder of Commitment Increase; provided that after taking into account such Interest Period (as determined by the Administrative Agent two Business Days before the date such Incremental Term Loan is made) plus the Applicable Percentage. In additionadvance, to the extent any Incremental Term Loans are the Tranche A Term Loans or Tranche B Term Loans, the scheduled amortization payments under Sections 2.11(a)(i) or 2.11(a)(ii), as the case may be, required to be made after the making of such Incremental Term Loans shall be ratably increased by the aggregate principal amount of the Term Loans of each such Incremental participating Term LoansLoan Bank shall not exceed such Term Loan Bank’s Total Term Loan Commitments and (z) the Agent shall record in the Register maintained by the Agent pursuant to Section 10.06(f) the relevant information with respect to each Initial Term Loan Bank and each Additional Term Loan Bank participating in such Commitment Increase on such date.

Increase in Term Loan Commitments. (a) The Borrower may, by written notice to the Administrative Agent at any time and from time to time, by notice to the Agent, request the addition of one or more new term loan facilities (each, an “Incremental Term Loan Facility”) or one or more increases in the Commitments under a Term Loan Facility existing at the time of such request (each, a “Commitment Increase”), to be effective as of a date (each, an “Increase Date”) as specified in the related notice to the Agent; provided, however, that (i) in no event after giving effect to the funding of any such Commitment Increase shall the Total Bank Exposure exceed $1,400,000,000, (ii) on the date of any request by the Borrower for a Commitment Increase and on the related Increase Date, the applicable conditions set forth in Section 3.02 and in clause (d) of this Section 2.17 shall be satisfied and (iii) if the request is for an amount not to exceed Incremental Term Loan Facility, such Incremental Term Loan Facility shall contain such other terms as may be agreed by the Borrower, the Agent and the Incremental Term Loan Amount from one or more Incremental Term LendersBanks, which may include any existing Lender; provided that each Incremental Term Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld). Such notice shall set forth (iA) the amount final scheduled maturity date of the Incremental Term Loan Commitments being requested (which Facility shall in no event be in minimum increments of $5,000,000 and a minimum amount of $10,000,000 or equal prior to the remaining Revolving Credit Loan Termination Date or the Green NYDOCS02/1004399.8 AES Sixth Amended and Restated Credit Agreement Revolving Credit Loan Termination Date and (B) no Bank shall have any obligation to participate in any Incremental Term Loan Amount), (ii) the date on which such Incremental Term Loan Commitments are requested to become effective (which shall not be less than 10 Business Days nor more than 60 days after the date of such notice), and (iii) whether such Incremental Term Loan Commitments are to be Tranche A Commitments, Tranche B Commitments Facility or commitments to make Term Loans with terms different from the Tranche A Term Loans and Tranche B Term Loans ("OTHER TERM LOANS")any Commitment Increase. (b) The Borrower and each Incremental Term Lender Agent shall execute and deliver to promptly notify the Administrative Agent an Incremental Initial Term Loan Assumption Agreement and such other documentation as Banks of any request by the Administrative Agent Borrower for a Commitment Increase, which notice shall reasonably specify to evidence the Incremental Term Loan Commitment of such Incremental Term Lender. Each Incremental Term Loan Assumption Agreement shall specify the terms of the Incremental Term Loans to be made thereunder; PROVIDED that, without the prior written consent of the Required Lenders, include (i) the interest rate spreads in respect proposed amount of any Other Term Loans shall not exceed by more than 1/2 of 1% the Applicable Percentage for the Tranche B Term Loanssuch requested Commitment Increase, (ii) the final maturity date of any Other Term Loans shall be no earlier than the Tranche B Maturity proposed Increase Date and (iii) the average life date by which Initial Term Loan Banks wishing to maturity participate in the Commitment Increase must commit to an increase in the amount of any Other their respective Commitments (the “Increase Commitment Date”). Each Initial Term Loans shall be no shorter than Loan Bank that is willing to participate in the average life requested Commitment Increase shall, in its sole discretion, give written notice to maturity the Agent on or prior to the applicable Increase Commitment Date of the Tranche B Term Loans. The Administrative Agent shall promptly notify each Lender as amount by which it is willing either to the effectiveness of each Incremental increase its Initial Term Loan Assumption Agreement. Each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Term Loan Assumption Agreement, this Agreement shall be deemed amended Commitment or commit to the extent (but only to the extent) necessary to reflect the existence and terms of the Incremental Term Loan Facility. If the Initial Term Loan Banks notify the Agent that they are willing to participate in a Commitment evidenced therebyIncrease by an aggregate amount that exceeds the amount of the requested Commitment Increase, the requested Commitment Increase shall be allocated among the Initial Term Loan Banks willing to participate therein in such amounts as are agreed between the Borrower and the Agent. (c) Notwithstanding Promptly following the foregoingapplicable Increase Commitment Date, no the Agent shall notify the Borrower as to the amount, if any, by which the Initial Term Loan Banks are willing to participate in the requested Commitment Increase. If the aggregate amount by which the Initial Term Loan Banks are willing to participate in the requested Commitment Increase on any such Increase Date is less than the requested Commitment Increase, then the Borrower may extend offers to one or more Eligible Assignees to participate in any portion of the requested Commitment Increase that has not been committed to by the Initial Term Loan Banks as of the applicable Increase Commitment Date; provided, however, that the Initial Term Loan Commitment or Incremental Term Loan Commitment shall become effective under this Section 2.25 unless (i) on the date of such effectiveness, the conditions set forth in paragraphs (b) and (c) of Section 4.01 shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower, and (ii) the Administrative Agent shall have received (with sufficient copies for each of the Incremental Term Lenders) legal opinions, board resolutions and an officer's certificate consistent with those delivered on the Closing Date under clauses (a)(i), (a)(ii), (c)(ii)(B) and (d) of Section 4.02. (d) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all action as may be reasonably necessary to ensure that all Incremental Term Loans (other than Other Term Loans), when originally made, are included in each Borrowing of outstanding Tranche A Term Loans or Tranche B Term LoansCommitment, as the case may be, on of each such Eligible Assignee shall be in an amount equal to at least $1,000,000. (d) On the applicable Increase Date, each Eligible Assignee that accepts an offer to participate in a pro rata basis. This may be accomplished at the discretion requested Commitment Increase in accordance with Section 2.17(c) shall become a Bank party to this Agreement as of the Administrative Agent by requiring each outstanding Eurodollar Tranche A applicable Increase Date and the Initial Term Borrowing Loan Commitment or Eurodollar Tranche B the Incremental Term BorrowingLoan Commitment, as the case may be, to be converted into an ABR Term Borrowing on the date of each Incremental Initial Term Loan, Loan Bank participating in such Commitment Increase shall be so increased by such amount (or by allocating the amount allocated to such Initial Term Loan Bank pursuant to the last sentence of Section 2.17(b)) as of such Commitment Increase Date; provided, however, that the Agent shall have received on or before the applicable Increase Date the following, each dated such date: (i) (A) certified copies of resolutions of the Board of Directors (or a portion committee thereof) of the Loan Parties approving the applicable Commitment Increase and the corresponding modifications to this Agreement and (B) an opinion of counsel for each of the Loan Parties (which may be an opinion of in‑house counsel), each in form and substance reasonably satisfactory to the Agent; NYDOCS02/1004399.8 AES Sixth Amended and Restated Credit Agreement (ii) an assumption agreement from each Eligible Assignee, if any, in form and substance satisfactory to the Borrower and the Agent (each an “Assumption Agreement”), duly executed by such Eligible Assignee, the Agent and the Borrower; and (iii) confirmation from each Initial Term Loan Bank of the increase in the amount of its Initial Term Loan Commitment or Incremental Term Loan to each outstanding Eurodollar Tranche A Term Borrowing or Eurodollar Tranche B Term BorrowingCommitment, as the case may be, on in a pro rata basiswriting satisfactory to the Borrower and the Agent. On the applicable Increase Date, even though as a result thereof such Incremental upon fulfillment of the conditions set forth in the immediately preceding sentence of this Section 2.17(d) and the conditions set forth in Section 3.02, (x) the Agent shall notify the Initial Term Loan may effectively have a shorter Interest Period than Banks and the Term Loans included in the Borrowing of which they are a part (and notwithstanding any other provision of this Agreement that would prohibit such an initial Interest Period). Any conversion of Eurodollar Term Loans to ABR Term Loans required by the preceding sentence shall be subject to Section 2.16. If any Incremental Additional Term Loan is Banks participating in such Commitment Increase and the Borrower, on or before 11:00 A.M. (New York City time), by telecopier or telex, of the occurrence of the applicable Commitment Increase to be allocated to an existing Interest Period for a Eurodollar Term Borrowing theneffected on the related Increase Date, subject to Section 2.07, the interest rate applicable to such Incremental (y) each Initial Term Loan for Bank participating in such Commitment Increase and each Additional Term Loan Bank participating in such Commitment Increase shall make a single advance to the remainder of such Interest Period shall equal the Adjusted LIBO Rate for a period approximately Borrower in an amount equal to its agreed commitment in respect of the remainder of Commitment Increase; provided that after taking into account such Interest Period (as determined by the Administrative Agent two Business Days before the date such Incremental Term Loan is made) plus the Applicable Percentage. In additionadvance, to the extent any Incremental Term Loans are the Tranche A Term Loans or Tranche B Term Loans, the scheduled amortization payments under Sections 2.11(a)(i) or 2.11(a)(ii), as the case may be, required to be made after the making of such Incremental Term Loans shall be ratably increased by the aggregate principal amount of the Term Loans of each such Incremental participating Term LoansLoan Bank shall not exceed such Term Loan Bank’s Total Term Loan Commitments and (z) the Agent shall record in the Register maintained by the Agent pursuant to Section 10.06(f) the relevant information with respect to each Initial Term Loan Bank and each Additional Term Loan Bank participating in such Commitment Increase on such date.

Increase in Term Loan Commitments. (a) The Borrower may, by written notice to the Administrative Agent from time to time, request Incremental Term Loan Commitments in an amount not to exceed the Incremental Term Loan Amount from one or more Incremental Term Lenders, Lenders (which may include any existing Lender) willing to provide such Incremental Term Loans in their own discretion; provided provided, that (i) before submitting any such request to a Person that is not a Lender, the Borrower shall first give each existing Lender the opportunity to provide such Incremental Term Loan Commitments (in which case, existing Lenders shall have no more than two (2) Business Days from the date of such notice to indicate whether they are willing to provide such Incremental Term Loans) and (ii) each Incremental Term Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld). Such notice shall set forth (i) the amount of the Incremental Term Loan Commitments being requested (which shall be in minimum increments of $5,000,000 1,000,000 and a minimum amount of $10,000,000 5,000,000 or equal to the remaining Incremental Term Loan Amount), (ii) the date on which such Incremental Term Loan Commitments are requested to become effective (which shall not be less than 10 Business Days nor more than 60 days after the date of such notice), ) and (iii) whether such Incremental Term Loan Commitments are to be Tranche A Commitments, Tranche B Term Loan Commitments or commitments to make Term Loans term loans with terms different from the Tranche A Term Loans and Tranche B Term Loans ("OTHER TERM LOANS"“Other Term Loans”). (b) The Borrower and each Incremental Term Lender shall execute and deliver to the Administrative Agent an Incremental Term Loan Assumption Agreement and such other documentation as the Administrative Agent shall reasonably specify to evidence the Incremental Term Loan Commitment of such Incremental Term Lender. Each Incremental Term Loan Assumption Agreement shall specify the terms of the Incremental Term Loans to be made thereunder; PROVIDED provided, that, without the prior written consent of the Required Lenders, (i) the interest rate spreads in respect of any Other Term Loans shall not exceed by more than 1/2 of 1% the Applicable Percentage for the Tranche B Term Loans, (ii) the final maturity date of any Other Term Loans shall be no earlier than the Tranche B Term Loan Maturity Date and (iiiii) the average life to maturity of any Other Term Loans shall be no shorter than the average life to maturity of the Tranche B Term Loans and provided, further, that, if the interest rate margin in respect of any Other Term Loan would exceed the Applicable Percentage for the Term Loans by more than ½ of 1% (it being understood that any such increase may take the form of original issue discount (“OID”), with OID being equated to the interest rates in a manner determined by the Administrative Agent based on an assumed four-year life to maturity), the Applicable Percentage for the Term Loans shall be increased so that the interest rate margin in respect of such Other Term Loan (giving effect to any OID issued in connection with such Other Term Loan) is no more than ½ of 1% higher than the Applicable Percentage for the Term Loans. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Incremental Term Loan Assumption Agreement. Each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Term Loan Assumption Agreement, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Incremental Term Loan Commitment evidenced therebythereby as provided for in Section 9.8(b). Any such deemed amendment may be memorialized in writing by the Administrative Agent with the Borrower’s consent (not to be unreasonably withheld) and furnished to the other parties hereto. (c) Notwithstanding the foregoing, no Incremental Term Loan Commitment shall become effective under this Section 2.25 2.23 unless (i) on the date of such effectiveness, the conditions set forth in paragraphs (b) and (c) of Section 4.01 4.1 shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower, and (ii) the Administrative Agent shall have received (with sufficient copies for each of the Incremental Term Lenders) legal opinions, board resolutions and an officer's certificate other closing certificates and documentation consistent with those delivered on the Closing Date under clauses (a)(i), (a)(ii), (c)(ii)(B) Section 4.2 and (diii) the Borrower would be in Pro Forma Compliance after giving effect to such Incremental Term Loan Commitment and the Loans to be made thereunder and the application of Section 4.02the proceeds therefrom as if made and applied on such date. (d) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all action as may be reasonably necessary to ensure that all Incremental Term Loans (other than Other Term Loans), when originally made, are included in each Borrowing of outstanding Tranche A Term Loans or Tranche B Term Loans, as the case may be, on a pro rata basis. This may be accomplished at the discretion of the Administrative Agent by requiring each outstanding Eurodollar Tranche A Term Borrowing or Eurodollar Tranche B Term Borrowing, as the case may be, to be converted into an ABR Term Borrowing on the date of each Incremental Term Loan, or by allocating a portion of each Incremental Term Loan to each outstanding Eurodollar Tranche A Term Borrowing or Eurodollar Tranche B Term Borrowing, as the case may be, on a pro rata basis, even though as a result thereof such Incremental Term Loan may effectively have a shorter Interest Period than and the Term Loans included in the Borrowing of which they are a part (and notwithstanding Borrower agrees that Section 2.15 shall apply to any other provision of this Agreement that would prohibit such an initial Interest Period). Any conversion of Eurodollar Term Loans to ABR Term Loans reasonably required by the preceding sentence shall be subject to Section 2.16. If any Incremental Term Loan is to be allocated to an existing Interest Period for a Eurodollar Term Borrowing then, subject to Section 2.07, the interest rate applicable to such Incremental Term Loan for the remainder of such Interest Period shall equal the Adjusted LIBO Rate for a period approximately equal to the remainder of such Interest Period (as determined by the Administrative Agent two Business Days before to effect the date such Incremental Term Loan is made) plus the Applicable Percentageforegoing. In addition, to the extent any Incremental Term Loans are the Tranche A Term Loans or Tranche B not Other Term Loans, the scheduled amortization payments under Sections 2.11(a)(i2.11(a) or 2.11(a)(ii), as the case may be, required to be made after the making of such Incremental Term Loans shall be ratably increased by the aggregate principal amount of such Incremental Term Loans.

Increase in Term Loan Commitments. (a) The US Term Loan Commitment Amount and the Sterling Term Loan Commitment Amount are subject to increase from time to time pursuant to this Section. The Borrower may, by written notice to the Administrative Agent from time to time(an "Incremental Request"), request Incremental Term Loan Commitments, denominated in Dollars and/or Pounds Sterling; provided that the Dollar Equivalent (determined, in each case, as of the date of the making of the related Incremental Term Loans) of the aggregate amount of such Incremental Term Loan Commitments in an amount does not to exceed the Incremental Term Loan Amount from one or more Commitment Amount. Upon receipt of an Incremental Request for Incremental Term LendersLoan Commitments denominated in Dollars, which may include any existing Lender; provided that each Incremental Term Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld)deliver a copy thereof to each US Term Loan Lender. Such notice Upon receipt of an Incremental Request for Incremental Term Loan Commitments denominated in Pounds Sterling, the Administrative Agent shall set forth deliver a copy thereof to each Sterling Term Loan Lender. The Incremental Request shall (i) set forth the amount of the Incremental Term Loan Commitments being requested (which shall be in minimum increments of $5,000,000 1,000,000 or (pound)1,000,000, as applicable, and a minimum amount of $10,000,000 20,000,000 or (pound)10,000,000, as applicable, or equal to the remaining Incremental Term Loan Commitment Amount), (ii) set forth the date on which such Incremental Term Loan Commitments are requested to become effective (which shall not be less than 10 15 Business Days nor more than 60 days after the date of such notice), and (iii) offer each existing US Term Loan Lender or Sterling Term Loan Lender, as the case may be, the opportunity to make such Incremental Term Loan Commitment in an amount equal to its applicable Percentage of the requested Incremental Term Loan Commitment and (iv) set forth whether such Incremental Term Loan Commitments are to be Tranche A Commitments, Tranche B Commitments or commitments to make term loans under (and subject to the terms of) this Agreement, but with a different final maturity date, average life to maturity or yield from that of the US Term Loans with terms different from or Sterling Term Loans, as applicable (any such term loans, the Tranche A "Other Term Loans and Tranche B Term Loans ("OTHER TERM LOANSLoans"). (b) The . Each US Term Loan Lender or Sterling Term Loan Lender, as applicable, shall give notice to the Borrower and each Incremental Term Lender shall execute and deliver to the Administrative Agent an Incremental Term Loan Assumption Agreement and such other documentation as not more than 10 days after receipt from the Administrative Agent shall reasonably specify of a copy of an Incremental Request that it either agrees to evidence the make such Incremental Term Loan Commitment by all or a portion of the offered amount or is declining to make such Incremental Term LenderLoan Commitment (and any applicable Lender that does not deliver such notice within 10 days shall be deemed to have so declined). Each Incremental Term Loan Assumption Agreement shall specify In the terms event that, on the 10th day after delivery by the Administrative Agent of copies of the Incremental Request to the applicable Term Loans to be made thereunder; PROVIDED that, without the prior written consent of the Required Loan Lenders, (i) the interest rate spreads in respect of any Other Term Loans shall not exceed by more than 1/2 of 1% the Applicable Percentage for the Tranche B Term Loans, (ii) the final maturity date of any Other Term Loans shall be no earlier than the Tranche B Maturity Date and (iii) the average life to maturity of any Other Term Loans shall be no shorter than the average life to maturity of the Tranche B Term Loans. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Incremental Term Loan Assumption Agreement. Each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Term Loan Assumption Agreement, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms amount of the Incremental Term Loan Commitment evidenced thereby. (c) Notwithstanding Commitments agreed to are less than the foregoing, no Incremental Term Loan Commitment shall become effective under this Section 2.25 unless (i) on the date of such effectiveness, the conditions set forth in paragraphs (b) and (c) of Section 4.01 shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated such date and executed Commitments requested by a Financial Officer of the Borrower, and (ii) the Administrative Agent shall have received (with sufficient copies Borrower may arrange for each of the one or more banks or other entities to extend Incremental Term Lenders) legal opinions, board resolutions and Loan Commitments in an officer's certificate consistent with those delivered on aggregate amount equal to the Closing Date under clauses (a)(i), (a)(ii), (c)(ii)(B) and (d) of Section 4.02. (d) Each of the parties hereto hereby agrees unsubscribed amount; provided that the Administrative Agent may take any and all action as may be reasonably necessary to ensure that all each Incremental Term Loans (other than Other Term Loans)Loan Lender, when originally madeif not already a Lender hereunder, are included in each Borrowing of outstanding Tranche A Term Loans or Tranche B Term Loans, as shall be subject to the case may be, on a pro rata basis. This may be accomplished at the discretion prior approval of the Administrative Agent by requiring each outstanding Eurodollar Tranche A Term Borrowing (which approval shall not be unreasonably withheld or Eurodollar Tranche B Term Borrowing, as the case may be, to be converted into an ABR Term Borrowing on the date of each Incremental Term Loan, or by allocating a portion of each Incremental Term Loan to each outstanding Eurodollar Tranche A Term Borrowing or Eurodollar Tranche B Term Borrowing, as the case may be, on a pro rata basis, even though as a result thereof such Incremental Term Loan may effectively have a shorter Interest Period than the Term Loans included in the Borrowing of which they are a part (and notwithstanding any other provision of this Agreement that would prohibit such an initial Interest Perioddelayed). Any conversion of Eurodollar Term Loans to ABR Term Loans required by the preceding sentence shall be subject to Section 2.16. If any Incremental Term Loan is to be allocated to an existing Interest Period for a Eurodollar Term Borrowing then, subject to Section 2.07, the interest rate applicable to such Incremental Term Loan for the remainder of such Interest Period shall equal the Adjusted LIBO Rate for a period approximately equal to the remainder of such Interest Period (as determined by the Administrative Agent two Business Days before the date such Incremental Term Loan is made) plus the Applicable Percentage. In addition, to the extent any Incremental Term Loans are the Tranche A Term Loans or Tranche B Term Loans, the scheduled amortization payments under Sections 2.11(a)(i) or 2.11(a)(ii), as the case may be, required to be made after the making of such Incremental Term Loans shall be ratably increased by the aggregate principal amount of such Incremental Term Loans.

Increase in Term Loan Commitments. (a) The Borrower may, by written notice to the Administrative Agent at any time and from time to time, by notice to the Agent, request the addition of one or more new term loan facilities (each, an “Incremental Term Loan Facility”) or one or more increases in the Commitments under a Term Loan Facility existing at the time of such request (each such Incremental Term Loan Facility or increase in Commitments under a pre-existing Term Loan Facility, a “Commitment Increase”), to be effective as of a date (each, an “Increase Date”) as specified in the related notice to the Agent; provided, however, that (i) in no event after giving effect to the funding of any such Commitment Increase shall the aggregate amount not to of all Commitment Increases incurred hereunder, exceed $750,000,000, (ii) on the date of any request by the Borrower for a Commitment Increase and on the related Increase Date, the applicable conditions set forth in Section 3.02 and in this Section 2.17 shall be satisfied and (iii) if the request is for an Incremental Term Loan Facility, such Incremental Term Loan Facility shall contain such other terms as may be agreed by the Borrower, the Agent and the Incremental Term Loan Amount from one or more Incremental Term Lenders, which may include any existing LenderBanks; provided that each Incremental Term Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld). Such notice shall set forth (iA) the amount final scheduled maturity date of the Incremental Term Loan Commitments being requested (which Facility shall in no event be in minimum increments of $5,000,000 and a minimum amount of $10,000,000 or equal prior to the remaining Initial Term Loan Termination Date, (B) no Bank shall have any obligation to participate in any Incremental Term Loan Amount)Facility or any Commitment Increase, (iiC) the date on which such Incremental Term Loan Commitments are requested to become effective (which shall not be less than 10 Business Days nor more than 60 days after the date of such notice), and (iii) whether such Incremental Term Loan Commitments are to be Tranche A Commitments, Tranche B Commitments or commitments to make Term Loans with terms different from the Tranche A Term Loans and Tranche B Term Loans ("OTHER TERM LOANS"). (b) The Borrower and each Incremental Term Lender shall execute and deliver to the Administrative Agent an Incremental Term Loan Assumption Agreement and such other documentation as the Administrative Agent shall reasonably specify to evidence the Incremental Term Loan Commitment of such Incremental Term Lender. Each Incremental Term Loan Assumption Agreement shall specify the terms of the Incremental Term Loans to be made thereunder; PROVIDED that, without the prior written consent of the Required Lenders, (i) the interest rate spreads in respect of any Other Term Loans shall not exceed by more than 1/2 of 1% the Applicable Percentage for the Tranche B Term Loans, (ii) the final maturity date of any Other Term Loans shall be no earlier than the Tranche B Maturity Date and (iii) the weighted average life to maturity of any Other Incremental Term Loans shall be no shorter than the weighted average life to maturity of the Tranche B then-outstanding Initial Term Loans. The Administrative Agent shall promptly notify each Lender as Loans and (D) solely with respect to the effectiveness of each any Incremental Term Loan Assumption Agreement. Each Facility incurred on or before 24 months following the Closing Date, the interest rate margin (which shall be deemed for purposes of the parties hereto hereby agrees thatthis Section to include all upfront or similar fees or original issue discount (other than customary underwriting or arranger fees, upon the effectiveness and with respect to original issue discount and upfront fees, determined based on an assumed four year life to maturity) or interest rate “floors” payable to all Banks providing such Incremental Term Facility) in respect of any Incremental Term Loan Assumption Agreement, this Agreement Loans shall be deemed amended the same as that applicable to the extent Initial Term Loans, except that the interest rate margin (but only determined as above) in respect of any Incremental Term Loans may exceed the interest rate margin (determined as above) for the Initial Term Loans, respectively, by no more than 0.50% (it being understood that any such increase may take the form of original issue discount, with original issue discount being equated to the extentinterest rates in a manner reasonably determined by the Agent based on an assumed four-year life to maturity), or if it does so exceed such interest rate margin (determined as above), such interest rate margin shall be increased so that the interest rate margin (determined as above) necessary in respect of such Incremental Term Loans, is no more than 0.50% higher than the interest rate margin (determined as above) for the Initial Term Loans. (b) Each notice from the Borrower pursuant to reflect this Section shall set forth the existence and requested amount of such Commitment Increase and, solely with respect to a notice requesting an Incremental Term Loan Facility, the proposed terms of the relevant Incremental Term Loan Facility. Loans made pursuant to any Commitment evidenced therebyIncrease may be made by any existing Bank (it being understood that no existing Bank will have an obligation to participate in any Commitment Increase) or by any Additional Term Loan Bank. (c) Notwithstanding the foregoing, no Commitments in respect of Incremental Term Loan Commitment Loans shall become effective Commitments under this Section 2.25 unless Agreement pursuant to an amendment (ian “Incremental Amendment”) on the date of such effectivenessto this Agreement and, as appropriate, the conditions set forth in paragraphs (b) and (c) of Section 4.01 shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated such date and other Financing Documents, executed by a Financial Officer of the Borrower, each Bank agreeing to provide such Commitment, if any, each Additional Term Loan Bank, if any, and (ii) the Administrative Agent shall have received (with sufficient copies for each Agent. The Incremental Amendment may, without the consent of any other Banks, effect such amendments to this Agreement and the Incremental Term Lenders) legal opinions, board resolutions and an officer's certificate consistent with those delivered on the Closing Date under clauses (a)(i), (a)(ii), (c)(ii)(B) and (d) of Section 4.02. (d) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all action other Financing Documents as may be reasonably necessary or appropriate, in the reasonable opinion of the Agent and the Borrower, to ensure that all Incremental Term Loans effect the provisions of this Section 2.17. The effectiveness of (other than Other Term Loans)and, when originally made, are included in each Borrowing of outstanding Tranche A Term Loans or Tranche B Term Loans, as the case may be, on a pro rata basis. This may be accomplished at the discretion of the Administrative Agent by requiring each outstanding Eurodollar Tranche A Term Borrowing or Eurodollar Tranche B Term Borrowing, as the case may be, to be converted into any Incremental Amendment for an ABR Term Borrowing on the date of each Incremental Term Loan, or by allocating a portion of each Incremental Term Loan to each outstanding Eurodollar Tranche A Term Borrowing or Eurodollar Tranche B Term Borrowing, as the case may be, on a pro rata basis, even though as a result thereof such Incremental Term Loan may effectively have a shorter Interest Period than the Term Loans included in the Borrowing of which they are a part (and notwithstanding under) any other provision of this Agreement that would prohibit such an initial Interest Period). Any conversion of Eurodollar Term Loans to ABR Term Loans required by the preceding sentence Incremental Amendment shall be subject to Section 2.16. If any Incremental Term Loan is to be allocated to an existing Interest Period for a Eurodollar Term Borrowing then, subject to Section 2.07, the interest rate applicable to such Incremental Term Loan for satisfaction on the remainder Increase Date of such Interest Period shall equal the Adjusted LIBO Rate for a period approximately equal to the remainder of such Interest Period (as determined by the Administrative Agent two Business Days before the date such Incremental Term Loan is made) plus the Applicable Percentage. In addition, to the extent any Incremental Term Loans are the Tranche A Term Loans or Tranche B Term Loans, the scheduled amortization payments under Sections 2.11(a)(i) or 2.11(a)(ii), conditions as the case may be, required parties thereto shall agree (in addition to be made after the making of such Incremental Term Loans shall be ratably increased by the aggregate principal amount of such Incremental Term Loans.those set forth in this Section 2.17

Increase in Term Loan Commitments. (a) The Borrower may, by written notice to the Administrative Agent from time to time, request Incremental Term Loan Commitments in an amount not to exceed the Incremental Term Loan Amount from one or more Incremental Term Lenders, which may include any existing Lender; provided that each Incremental Term Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheldwithheld or delayed). Such notice shall set forth (i) the amount of the Incremental Term Loan Commitments being requested (which shall be in minimum increments integral multiple of $5,000,000 1,000,000 and a minimum amount of $10,000,000 5,000,000 or in an amount equal to the remaining Incremental Term Loan Amount), (ii) the date on which such Incremental Term Loan Commitments are requested to become effective (which shall not be less than 10 Business Days nor more than 60 days after the date of such notice), ) and (iii) whether such Incremental Term Loan Commitments are to be Tranche A Commitments, Tranche B Term Loan Commitments or commitments to make Term Loans term loans with terms different from the Tranche A Term Loans and Tranche B Term Loans ("OTHER TERM LOANS"“Other Term Loans”). For the avoidance of doubt, (i) no Lender shall have any obligation to make an Incremental Term Loan and (ii) no approval from the Administrative Agent or the Lenders shall be required with regard to, and neither the Administrative Agent nor any Lender, shall have the right to object to, challenge or obstruct, any request by the Borrower to the Administrative Agent to arrange for the making of any Incremental Term Loan. (b) The Borrower and each Incremental Term Lender shall execute and deliver to the Administrative Agent an Incremental Term Loan Assumption Agreement and such other documentation as the Administrative Agent shall reasonably specify to evidence the Incremental Term Loan Commitment of such Incremental Term Lender. Each Incremental Term Loan Assumption Agreement shall specify the terms of the Incremental Term Loans to be made thereunder; PROVIDED provided, however, that, without the prior written consent of the Required Lenders, (i) the interest rate spreads in respect of any Other Term Loans shall not exceed by more than 1/2 of 1% the Applicable Percentage for the Tranche B Term Loans, (ii) the final maturity date of any Other Term Loans shall be no earlier than (A) the Tranche B Maturity Date final maturity date of any other Class of Term Loans and (iiiB) if the initial yield (determined as provided below) on such Other Term Loans exceeds the Applicable Percentage then in effect for Eurodollar Term Loans of any Class, the date falling six months after the final maturity date of each such adversely affected Class; (ii) the average life to maturity of any Other Term Loans shall be no shorter than (A) the average life to maturity of any other Class of Term Loans and (B) if the Tranche B initial yield (determined as provided below) on such Other Term Loans exceeds the Applicable Percentage then in effect for Eurodollar Term Loans of any Class, six months longer than the average life to maturity of each such adversely affected Class; and (iii) if the initial yield on any Other Term Loans (as determined by the Administrative Agent to be equal to the sum of (A) the margin over the Adjusted LIBO Rate applicable to the Other Term Loans and (B) if the Other Term Loans are initially made at a discount or the lenders making the same receive an “upfront” fee (as opposed to an “arrangement” or similar fee paid solely to the arranger or arrangers of such Other Term Loans) from the Borrower or any Subsidiary for doing so (the amount of such discount or fee, expressed as a percentage of the Other Term Loans, being referred to herein as “OID”), the amount of such OID divided by the lesser of (A) the average life to maturity of such Other Term Loans and (B) four) exceeds by more than 50 basis points (the amount of such excess above 50 basis points being referred to herein as the “Yield Differential”) the Applicable Percentage for Eurodollar Term Loans of any Class, then the Applicable Percentage for each adversely affected Class of Term Loans shall automatically be increased by the Yield Differential, effective upon the making of the Other Term Loans. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Incremental Term Loan Assumption Agreement. Each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Term Loan Assumption Agreement, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Incremental Term Loan Commitment evidenced therebythereby and any increase to the Applicable Percentages required by the foregoing provisions of this Section 2.24(b). Any such deemed amendment may be memorialized in writing by the Administrative Agent with the Borrower’s consent (not to be unreasonably withheld or delayed) and furnished to the other parties hereto. (c) Notwithstanding the foregoing, no Incremental Term Loan Commitment shall become effective under this Section 2.25 2.24 unless (i) on or before the date of such effectiveness, the conditions set forth in paragraphs (b) and (c) of Section 4.01 shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated as of such date and executed by a Financial Officer of the Borrower, and (ii) the Administrative Agent shall have received (with sufficient copies for each of the Incremental Term Lenders) legal opinions, board resolutions and an officer's certificate other closing certificates and documentation consistent with those delivered on the Closing Date under clauses (a)(i), (a)(ii), (c)(ii)(B) Section 4.02 and (diii) the Borrower would be in Pro Forma Compliance after giving effect to such Incremental Term Commitment and the Loans to be made thereunder and the application of Section 4.02the proceeds therefrom as if made and applied on such date. (d) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all action as may be reasonably necessary to ensure that all Incremental Term Loans (other than Other Term Loans), when originally made, are included in each Borrowing of outstanding Tranche A Term Loans or Tranche B Term Loans, as the case may be, on a pro rata basis. This may be accomplished at the discretion of the Administrative Agent by requiring each outstanding Eurodollar Tranche A Term Borrowing or Eurodollar Tranche B Term Borrowing, as the case may be, to be converted into an ABR Term Borrowing on the date of each Incremental Term Loan, or by allocating a portion of each Incremental Term Loan to each outstanding Eurodollar Tranche A Term Borrowing or Eurodollar Tranche B Term Borrowing, as the case may be, on a pro rata basis, even though as a result thereof such Incremental Term Loan may effectively have a shorter Interest Period than and the Term Loans included in the Borrowing of which they are a part (and notwithstanding Borrower agrees that Section 2.16 shall apply to any other provision of this Agreement that would prohibit such an initial Interest Period). Any conversion of Eurodollar Term Loans to ABR Term Loans reasonably required by the preceding sentence shall be subject to Section 2.16. If any Incremental Term Loan is to be allocated to an existing Interest Period for a Eurodollar Term Borrowing then, subject to Section 2.07, the interest rate applicable to such Incremental Term Loan for the remainder of such Interest Period shall equal the Adjusted LIBO Rate for a period approximately equal to the remainder of such Interest Period (as determined by the Administrative Agent two Business Days before to effect the date such Incremental Term Loan is made) plus the Applicable Percentageforegoing. In addition, to the extent any Incremental Term Loans are the Tranche A Term Loans or Tranche B not Other Term Loans, the scheduled amortization payments under Sections 2.11(a)(iSection 2.11(a) or 2.11(a)(ii), as the case may be, required to be made after the making of such Incremental Term Loans shall be ratably increased by the aggregate principal amount of such Incremental Term Loans.

Increase in Term Loan Commitments. (a) The Borrower may, by written notice to the Administrative Agent from time to time, request Incremental Term Loan Commitments in an aggregate amount not to exceed the Incremental Term Loan Amount from one or more Incremental Term Lenders, which may include any existing LenderAmount; provided that each such Incremental Term Lender, if Loan Commitment may not already a Lender hereunder, shall be subject extended to the approval Borrower without the prior written consent of the Non-Defaulting Lenders holding at least a majority of the aggregate principal amount of the Term Loans held by Non-Defaulting Lenders then outstanding and the Non-Defaulting Lenders holding at least a majority of the Revolving Loan Commitment Amount held by Non- Defaulting Lenders (or, following the Revolving Loan Commitment Termination Date, the aggregate principal amount of the Revolving Loans held by Non-Defaulting Lenders then outstanding plus the Letter of Credit Outstandings (after giving effect to the participation of the Non-Defaulting Lenders therein)). Upon the receipt of such request by the Administrative Agent, the Administrative Agent (which approval shall not be unreasonably withheld)deliver a copy thereof to each Lender. Such notice (i) shall set forth (i) the amount of the Incremental Term Loan Commitments being requested (which shall be in minimum increments of $5,000,000 and a minimum amount of $10,000,000 25,000,000 or equal to the remaining Incremental Term Loan Amount), (ii) shall set forth the date on which such Incremental Term Loan Commitments are requested to become effective (which shall not be less than 10 fifteen Business Days nor more than 60 forty-five days after the date of such notice), and (iii) shall offer each existing Lender holding Term Loans the opportunity to make such Incremental Term Loan Commitment in an amount equal to its Term Percentage and (iv) shall set forth whether such Incremental Term Loan Commitments are to be Tranche A Commitments, Tranche B Commitments or commitments to make Term Loans term loans under (and subject to the terms of) this Agreement, but with terms a different from final maturity date, average life to maturity or yield than the Tranche A Term Loans and Tranche B Term Loans (any such term loans, the "OTHER TERM LOANSOther Term Loans"). Each Lender shall, by notice to the Borrower and the Administrative Agent given not more than ten Business Days after the date of the Administrative Agent's notice, (i) either agree to make such Incremental Term Loan Commitment by all or a portion of the offered amount or decline to make such Incremental Term Loan Commitment and (ii) if it is not agreeing to participate in such Incremental Term Loan Commitment, whether it consents to the extension of such Incremental Term Loan Commitment by other Persons (and any Lender that does not deliver such a notice within such period of ten Business Days shall be deemed to have declined to so participate or consent). In the event that, on the eleventh Business Day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the amount of the Incremental Term Loan Commitments that the existing Lenders are willing to provide are less than the Incremental Term Loan Commitments requested by the Borrower and the Required Lenders have otherwise consented to the extension of such Incremental Term Loan Commitments, the Borrower may arrange for one or more banks or other entities to extend Incremental Term Loan Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, that each Incremental Term Loan Lender, if not already a Lender hereunder, shall be subject to the prior approval of the Administrative Agent (which approval shall not be unreasonably withheld). (b) The Borrower and each Incremental Term Loan Lender shall execute and deliver to the Administrative Agent an Incremental Term Loan Assumption Agreement Supplement and such other documentation as the Administrative Agent shall reasonably specify to evidence the Incremental Term Loan Commitment of such Incremental Term Loan Lender. Each Incremental Term Loan Assumption Agreement Supplement shall specify the terms of the Incremental Term Loans to be made thereunder; PROVIDED provided, however, that, without the prior written consent of Lenders holding a majority in interest of the Required Lenders, outstanding Term Loans and Term Loan Commitments, (i) the interest rate spreads in respect of any Other Term Loans shall not exceed by more than 1/2 of 1% the Applicable Percentage for the Tranche B Term Loans, (ii) the final maturity date of any Other Term Loans shall be no earlier than (x) the Tranche B Stated Maturity Date for Term Loans and (iiiy) if the initial yield (determined as provided below) on such Other Term Loans exceeds the Applicable Margin then in effect for LIBO Rate Loans, the date falling six months after the Stated Maturity Date for Term Loans; (ii) the average life to maturity of any Other Term Loans determined as of the date of the proposed borrowing thereof shall be no shorter than (x) the average life to maturity of the Term Loans and (y) if the initial yield (determined as provided below) on such Other Term Loans exceeds the Applicable Margin then in effect for Term Loans that are LIBO Rate Loans, six months longer than the average life to maturity of the Tranche B Term Loans; and (iii) if the initial yield on any Other Term Loans (as determined by the Administrative Agent to be equal to the sum of (x) the LIBO Rate (Reserve Adjusted) margins on the Other Term Loans and (y) if the Other Term Loans are initially made at a discount or the lenders making the same receive a fee from (or on behalf of) the Borrower for doing so (the amount of such discount or fee, expressed as a percentage of the Other Term Loans, being referred to herein as "OID") and if the amount of such OID divided by the lesser of (A) the average life to maturity of such Other Term Loans and (B) four exceeds by more than 25 basis points (the amount of such excess above 25 basis points being referred to herein as the "Yield Differential") the Applicable Margin then in effect for Term Loans that are LIBO Rate Loans, then each Applicable Margin for the Term Loans shall automatically be increased by the Yield Differential, effective upon the making of the Other Term Loans. The Administrative Agent shall promptly notify each applicable Lender as to the effectiveness of each Incremental Term Loan Assumption AgreementSupplement. Each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Term Loan Assumption AgreementSupplement, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Incremental Term Loan Commitment evidenced therebythereby and any increase to the Applicable Margins required by the foregoing provisions of this clause (b). Any such deemed amendment may be memorialized in writing by the Administrative Agent with the Borrower's consent (not to be unreasonably withheld) and furnished to the other parties hereto. (c) Notwithstanding the foregoing, no Incremental Term Loan Commitment shall become effective under this Section 2.25 2.8 unless (i) on the date of such effectiveness, the conditions set forth in paragraphs (b) and (c) of Section 4.01 5.2 shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial an Authorized Officer of the Borrower, and (ii) if requested, the Administrative Agent shall have received (with sufficient copies for each of the Incremental Term Lenders) legal opinions, board resolutions and an officer's certificate other closing certificates and documentation consistent with those delivered on the Closing Date under clauses (a)(i), (a)(ii), (c)(ii)(B) Section 5.1 and (diii) the Borrower would be in pro forma compliance with the terms of Section 4.02this Agreement after giving effect to such Incremental Term Loan Commitment and the Loans to be made thereunder and the application of the proceeds therefrom as if made and applied on such date. (d) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all action as may be reasonably necessary to ensure that all Incremental Term Loans (other than Other Term Loans), when originally made, are included in each Borrowing of outstanding Tranche A Term Loans or Tranche B Term Loans, as the case may be, on a pro rata basis. This may be accomplished at the discretion of the Administrative Agent by requiring each outstanding Eurodollar Tranche A Term Borrowing or Eurodollar Tranche B Term Borrowing, Loan made as the case may be, a LIBO Rate Loan to be converted into an ABR Term Borrowing a Base Rate Loan on the date of each Incremental Term Loan, or by allocating a portion of each Incremental Term Loan to each outstanding Eurodollar Tranche A Term Borrowing or Eurodollar Tranche B Term Borrowing, Loan made as the case may be, a LIBO Rate Loan on a pro rata basis, even though as a result thereof such Incremental Term Loan may effectively have a shorter Interest Period than the Term Loans included in the Borrowing of which they are a part (and notwithstanding any other provision of this Agreement that would prohibit such an initial Interest Period). Any conversion of Eurodollar Term Loans made as LIBO Rate Loans to ABR Term Base Rate Loans required by made pursuant to the preceding sentence shall be subject to Section 2.16. If any Incremental Term Loan is to be allocated to an existing Interest Period for a Eurodollar Term Borrowing then, subject to Section 2.07, the interest rate applicable to such Incremental Term Loan for the remainder of such Interest Period shall equal the Adjusted LIBO Rate for a period approximately equal to the remainder of such Interest Period (as determined by the Administrative Agent two Business Days before the date such Incremental Term Loan is made) plus the Applicable Percentage4.4. In addition, to the extent any Incremental Term Loans are the Tranche A Term Loans or Tranche B not Other Term Loans, the scheduled amortization payments under Sections 2.11(a)(iclause (g) or 2.11(a)(ii), as the case may be, of Section 3.1.1 required to be made after the making of such Incremental Term Loans shall be ratably increased by the aggregate principal amount of such Incremental Term Loans.

Increase in Term Loan Commitments. (a) The Any Borrower may, by written notice to the Administrative Agent from time to time, request Incremental Term Loan Commitments in an amount not to exceed the Incremental Term Loan Amount from one or more Incremental Term Lendersfinancial institutions, which may include any existing Lender; provided that each Incremental Term Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld). Such notice shall set forth (i) the amount of the Incremental Term Loan Commitments being requested (which shall be in minimum increments of $5,000,000 1,000,000 and a minimum amount of $10,000,000 5,000,000 or equal to the remaining Incremental Term Loan Amount), (ii) the date on which Loans are to be made pursuant to such Incremental Term Loan Commitments are requested to become effective (which shall not be less than 10 Business Days nor or more than 60 days after the date of such notice), ) and (iii) whether such Incremental Term Loan Commitments are to be Tranche A Commitments, Tranche B Commitments commitments to make loans with terms identical to the Initial Term Loans or commitments to make Term Loans term loans with terms different from the Tranche A Term Loans and Tranche B Initial Term Loans ("OTHER TERM LOANS"“Other Term Loans”). (b) The applicable Borrower and each Incremental Term Lender shall execute and deliver to the Administrative Agent an Incremental Term Loan Assumption Agreement and such other documentation as the Administrative Agent shall reasonably specify to evidence the Incremental Term Loan Commitment of such Incremental Term Lender. Each Incremental Term Loan Assumption Agreement shall specify the terms of the Incremental Term Loans to be made thereunder; PROVIDED provided, however, that, without the prior written consent of Lenders holding a majority in interest of the Required Lenders, (i) the interest rate spreads in respect outstanding Loans and Commitments of any Other Term Loans shall not exceed by more than 1/2 each adversely affected Class of 1% the Applicable Percentage for the Tranche B Term Loans, (iii) the final maturity date of any Other Term Loans shall be no earlier than (x) the Tranche B Maturity Date final maturity date of any other Class of Term Loans and (iiiy) if the initial yield (determined as provided below) on such Other Term Loans exceeds the Applicable Percentage for Eurodollar Term Loans of any Class, the date falling six months after the final maturity date of each such adversely affected Class; (ii) the average life to maturity of any Other Term Loans shall be no shorter than (x) the average life to maturity of any other Class of Term Loans and (y) if the Tranche B initial yield (determined as provided below) on such Other Term Loans exceeds the Applicable Percentage at the time in effect for Eurodollar Term Loans of any Class, six months longer than the average life to maturity of each such adversely affected Class; and (iii) if the initial yield on any Other Term Loans (as determined by the Administrative Agent to be equal to the sum of (x) the Eurodollar spread on the Other Term Loans and (y) if the Other Term Loans are initially made at a discount or the lenders making the same receive a fee from Parent or any Subsidiary for doing so (the amount of such discount or fee, expressed as a percentage of the Other Term Loans, being referred to herein as “OID”), the amount of such OID divided by the lesser of (A) the average life to maturity of such Other Term Loans and (B) four) exceeds by more than 50 basis points (the amount of such excess above 50 basis points being referred to herein as the “Yield Differential”) the Applicable Percentages from time to time in effect for such other Class of Term Loans, then the Applicable Percentage for each adversely affected Class of Term Loans shall automatically be increased by the Yield Differential, effective upon the making of the Other Term Loans. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Incremental Term Loan Assumption Agreement. Each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Term Loan Assumption Agreement, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Incremental Term Loan Commitment evidenced therebythereby and any increase to the Applicable Percentages required by the foregoing provisions of this paragraph. If the Administrative Agent shall so elect, any such deemed amendment shall be memorialized in a writing satisfactory to the Administrative Agent and Parent and furnished to the other parties hereto. (c) Notwithstanding the foregoing, no Incremental Term Loan Commitment shall become effective under this Section 2.25 unless (i) on the date of such effectiveness, the conditions set forth in paragraphs (b) and (c) of Section 4.01 shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the BorrowerParent, and (ii) the Administrative Agent shall have received (with sufficient copies for each of the Incremental Term Lenders) legal opinions, board resolutions and an officer's certificate other closing certificates and documentation consistent with those delivered on the Closing Date under clauses (a)(i), (a)(ii), (c)(ii)(B) Article IV and (diii) Parent and the Borrowers would be in Pro Forma Compliance after giving effect to such Incremental Term Loan Commitment and the Loans to be made thereunder and the application of Section 4.02the proceeds therefrom as if made and applied on such date. (d) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all action as may be reasonably necessary to ensure that all Incremental Term Loans (other than Other Term Loans), when originally made, are included in each Borrowing of outstanding Tranche A Term Loans or Tranche B Term Loans, as the case may be, on a pro rata basis. This may be accomplished at the discretion of the Administrative Agent by requiring each outstanding Eurodollar Tranche A Term Borrowing or Eurodollar Tranche B Term Borrowing, as the case may be, to be converted into an ABR Term Borrowing on the date of each Incremental Term Loan, or by allocating a portion of each Incremental Term Loan to each outstanding Eurodollar Tranche A Term Borrowing or Eurodollar Tranche B Term Borrowing, as the case may be, on a pro rata basis, even though as a result thereof such Incremental Term Loan may effectively have a shorter Interest Period than the Term Loans included in the Borrowing of which they are a part (and notwithstanding any other provision of this Agreement that would prohibit such an initial Interest Period). Any conversion of Eurodollar Term Loans to ABR Term Loans required by made pursuant to the preceding sentence shall be subject to Section 2.16. If any Incremental Term Loan is to be allocated to an existing Interest Period for a Eurodollar Term Borrowing then, subject to Section 2.07, the interest rate applicable to such Incremental Term Loan for the remainder of such Interest Period shall equal the Adjusted LIBO Rate for a period approximately equal to the remainder of such Interest Period (as determined by the Administrative Agent two Business Days before the date such Incremental Term Loan is made) plus the Applicable Percentage. In addition, to the extent any Incremental Term Loans are the Tranche A Term Loans or Tranche B Term Loans, the scheduled amortization payments under Sections 2.11(a)(i) or 2.11(a)(ii), as the case may be, required to be made after the making of such Incremental Term Loans shall be ratably increased by the aggregate principal amount of such Incremental Term Loans.

Increase in Term Loan Commitments. (a) The Either Borrower may, by written notice to the General Administrative Agent from time to time, request Incremental Term Loan Commitments in an aggregate amount not to exceed the Incremental Term Loan Amount from one or more Incremental Term Lenders, which may include any existing Lender; provided provided, however, that each Incremental Term Lender, if not already a Lender hereunder, shall be subject to the prior approval of the General Administrative Agent (which approval shall not be unreasonably withheldwithheld or delayed). Such notice shall set forth (i) whether such Incremental Term Loans are to be made to the U.S. Borrower or the European Borrower, (ii) the amount of the Incremental Term Loan Commitments being requested (which shall be in minimum increments of $5,000,000 1,000,000 and a minimum amount of $10,000,000 or equal to the remaining Incremental Term Loan Amount), (iiiii) the date on which such Incremental Term Loan Commitments are requested to become effective (which shall not be less than 10 Business Days nor more than 60 days after the date of such notice), ) and (iiiiv) whether such Incremental Term Loan Commitments are to be Tranche A CommitmentsTerm X-0 Xxxxxxxxxxx, Tranche B Xxxx X-0 Commitments or commitments to make Term Loans term loans with terms different from the Tranche A Term B-1 Loans and Tranche B the Term B-2 Loans ("OTHER TERM LOANS"“Other Term Loans”). (b) The applicable Borrower and each Incremental Term Lender shall execute and deliver to the Applicable Administrative Agent an Incremental Term Loan Assumption Agreement and such other documentation as the Applicable Administrative Agent shall reasonably specify to evidence the Incremental Term Loan Commitment of such Incremental Term Lender. Each Incremental Term Loan Assumption Agreement shall specify the terms of the Incremental Term Loans to be made thereunder; PROVIDED provided, however, that, without the prior written consent of Lenders holding a majority in interest of the Required Lenders, (i) the interest rate spreads in respect outstanding Loans and Commitments of any Other Term Loans shall not exceed by more than 1/2 each adversely affected Class of 1% the Applicable Percentage for the Tranche B Term Loans, (iii) the final maturity date of any Other Term Loans shall be no earlier than (x) the Tranche B Maturity Date final maturity date of any other Class of Term Loans and (iiiy) if the initial yield (determined as provided below) on such Other Term Loans exceeds the Applicable Percentage then in effect for Eurocurrency Term Loans of any Class, the date falling six months after the final maturity date of each such adversely affected Class; (ii) the average life to maturity of any Other Term Loans shall be no shorter than (x) the average life to maturity of any other Class of Term Loans and (y) if the Tranche B initial yield (determined as provided below) on such Other Term Loans exceeds the Applicable Percentage then in effect for Eurocurrency Term Loans of any Class, six months longer than the average life to maturity of each such adversely affected Class; and (iii) if the initial yield on any Other Term Loans (as determined by the General Administrative Agent to be equal to the sum of (x) the Adjusted LIBOR margins on the Other Term Loans and (y) if the Other Term Loans are initially made at a discount or the lenders making the same receive a fee from Holdings, any Borrower or any Subsidiary for doing so (the amount of such discount or fee, expressed as a percentage of the Other Term Loans, being referred to herein as “OID”), the amount of such OID divided by the lesser of (A) the average life to maturity of such Other Term Loans and (B) four) exceeds by more than 50 basis points (the amount of such excess above 50 basis points being referred to herein as the “Yield Differential”) the Applicable Percentage then in effect for Eurocurrency Term Loans of any Class, then each Applicable Percentage for each adversely affected Class of Term Loans shall automatically be increased by the Yield Differential, effective upon the making of the Other Term Loans. The General Administrative Agent shall promptly notify each Lender as to the effectiveness of each Incremental Term Loan Assumption Agreement. Each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Term Loan Assumption Agreement, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Incremental Term Loan Commitment evidenced therebythereby and any increase to the Applicable Percentages required by the foregoing provisions of this Section 2.24(b). Any such deemed amendment may be memorialized in writing by the General Administrative Agent with the applicable Borrower’s consent (not to be unreasonably withheld) and furnished to the other parties hereto. (c) Notwithstanding the foregoing, no Incremental Term Loan Commitment shall become effective under this Section 2.25 2.24 unless (i) on the date of such effectiveness, the conditions set forth in paragraphs (b) and (c) of Section 4.01 shall be satisfied and the Applicable Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the BorrowerHoldings, and (ii) if requested, the General Administrative Agent shall have received (with sufficient copies for each of the Incremental Term Lenders) legal opinions, board resolutions and an officer's certificate other closing certificates and documentation consistent with those delivered on the Closing Date under clauses (a)(i), (a)(ii), (c)(ii)(B) Section 4.02 and (diii) Holdings would be in Pro Forma Compliance after giving effect to such Incremental Term Commitment and the Loans to be made thereunder and the application of Section 4.02the proceeds therefrom as if made and applied on such date. (d) Each of the parties hereto hereby agrees that the General Administrative Agent may take any and all action as may be reasonably necessary to ensure that all Incremental Term Loans (other than Other Term Loans), when originally made, are included in each Borrowing of outstanding Tranche A Term B-1 Loans or Tranche B Term B-2 Loans, as the case may beapplicable, on a pro rata basis. This may be accomplished at the discretion of the General Administrative Agent by requiring each outstanding Eurodollar Tranche A Eurocurrency Term B-1 Borrowing or Eurodollar Tranche B Term Borrowing, as the case may be, to be converted into an ABR Term Borrowing on the date of each Incremental Term Loan, or by allocating a portion of each Incremental Term Loan to each outstanding Eurodollar Tranche A Eurocurrency Term Borrowing or Eurodollar Tranche B Term Borrowing, as of the case may be, same Class on a pro rata basis, even though as a result thereof such Incremental Term Loan may effectively have a shorter Interest Period than the Term Loans included in the Borrowing of which they are a part (and notwithstanding any other provision of this Agreement that would prohibit such an initial Interest Period). Any conversion of Eurodollar Eurocurrency Term Loans to ABR Term Loans required by made pursuant to the preceding sentence shall be subject to Section 2.16. If any Incremental Term Loan is to be allocated to an existing Interest Period for a Eurodollar Term Borrowing then, subject to Section 2.07, the interest rate applicable to such Incremental Term Loan for the remainder of such Interest Period shall equal the Adjusted LIBO Rate for a period approximately equal to the remainder of such Interest Period (as determined by the Administrative Agent two Business Days before the date such Incremental Term Loan is made) plus the Applicable Percentage. In addition, to the extent any Incremental Term Loans are the Tranche A Term Loans or Tranche B not Other Term Loans, the scheduled amortization payments under Sections Section 2.11(a)(i) or 2.11(a)(ii(ii), as the case may beapplicable, required to be made after the making of such Incremental Term Loans shall be ratably increased by the aggregate principal amount of such Incremental Term Loans.

Increase in Term Loan Commitments. (a) The Borrower may, shall have the right to request increases in the aggregate amount of the Term Loan Commitments in the aggregate amount of $200,000,000 by providing written notice to the Administrative Agent from time to timeAgent, request Incremental which notice shall be irrevocable once given and shall specify whether such increase is of the Tranche A Term Loan Commitments in an amount not to exceed or the Incremental Tranche B Term Loan Amount from one or more Incremental Term Lenders, which may include any existing LenderCommitments; provided that each Incremental Term Lender, if not already a Lender hereunder, shall be subject after giving effect to any and all such increases the approval of the Administrative Agent (which approval shall not be unreasonably withheld). Such notice shall set forth (i) the aggregate amount of the Incremental Term Loan Commitments being requested shall not exceed One Billion Dollars (which shall $1,000,000,000). Each such increase in the Term Loan Commitments must be in minimum increments of $5,000,000 and a an aggregate minimum amount of $10,000,000 25,000,000 (or equal such lesser amount as the Borrower and the Administrative Agent may agree in writing) and integral multiples of $5,000,000 in excess thereof. The Administrative Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such increase in the Term Loan Commitments, including decisions as to the remaining Incremental Term Loan Amount)selection of the existing Lenders and/or other banks, (ii) financial institutions and other institutional lenders to be approached with respect to such increase and the date on which such Incremental allocations of the increase in the Term Loan Commitments are requested among such existing Lenders and/or other banks, financial institutions and other institutional lenders and the Fees to be paid for such increased Term Loan Commitments; provided, that, the consent of the Borrower (not to be unreasonably withheld, conditioned or delayed) shall be required for all banks, financial institutions and institutional lenders that agree to provide any such increase in the event the consent of the Borrower would be required if such bank, financial institution or institutional lender were to become effective (which a Lender pursuant to Section 13.5(b)(iii)(A). No Lender shall not be less than 10 Business Days nor more than 60 days after obligated in any way whatsoever to increase its Term Loan Commitment or provide a new Term Loan Commitment, and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee subject to and in accordance with the provisions of Section 13.5(b). If a new Term Loan Lender becomes a party to this Agreement, or if any existing Term Loan Lender is increasing its Term Loan Commitment, such Lender shall on the date it becomes a Term Loan Lender hereunder (or in the case of such notice)an existing Term Loan Lender, increases its Term Loan Commitment) (and as a condition thereto) purchase from the other Term Loan Lenders its Term Loan Commitment Percentage (iii) whether such Incremental determined with respect to the Term Loan Lenders’ respective Term Loan Commitments are and after giving effect to be Tranche A the increase of Term Loan Commitments) of any outstanding Term Loans, Tranche B Commitments or commitments to make Term Loans with terms different from the Tranche A Term Loans and Tranche B Term Loans ("OTHER TERM LOANS"). (b) The Borrower and each Incremental Term Lender shall execute and deliver by making available to the Administrative Agent an Incremental for the account of such other Term Loan Assumption Agreement and such other documentation as Lenders, in same day funds, an amount equal to (A) the Administrative Agent shall reasonably specify to evidence portion of the Incremental Term Loan Commitment outstanding principal amount of such Incremental Term Lender. Each Incremental Term Loan Assumption Agreement shall specify the terms of the Incremental Term Loans to be made thereunder; PROVIDED thatpurchased by such Lender, without the prior written consent plus (B) interest accrued and unpaid to and as of such date on such portion of the Required Lenders, (i) the interest rate spreads in respect outstanding principal amount of any Other Term Loans shall not exceed by more than 1/2 of 1% the Applicable Percentage for the Tranche B Term Loans, (ii) the final maturity date of any Other Term Loans shall be no earlier than the Tranche B Maturity Date and (iii) the average life to maturity of any Other Term Loans shall be no shorter than the average life to maturity of the Tranche B such Term Loans. The Administrative Agent Borrower shall promptly notify each Lender as pay to the Term Loan Lenders amounts payable, if any, to such Term Loan Lenders under Section 5.4 as a result of the prepayment of any such Term Loans. The effectiveness of each Incremental the increase of the Term Loan Assumption Agreement. Each Commitments under this Section is subject to the following conditions precedent (subject, in the case of an increase of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Term Loan Assumption AgreementCommitments incurred to finance a Limited Condition Transaction, this Agreement to Section 1.8; provided, that any such request for increase in Term Loan Commitments by the Borrower shall specify that such condition is to apply): (w) no Default or Event of Default (or in the case of an increase of the Term Loan Commitments incurred to finance a Limited Condition Transaction, no Event of Default described in clause (a), (e) or (f) of Section 11.1) shall exist and be continuing on the effective date of such increase, (x) the representations and warranties made or deemed made by the Borrower and any other Loan Party in any Loan Document to which such Loan Party is a party shall be deemed amended true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (but only in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder; provided, that in the case of an increase of the Term Loan Commitments incurred to finance a Limited Condition Transaction, such representations and warranties shall be limited to the extentSpecified Representations, (y) necessary to reflect the existence payment of any and terms of the Incremental all Fees required in connection with such increased Term Loan Commitment evidenced thereby. (c) Notwithstanding the foregoing, no Incremental Term Loan Commitment shall become effective under this Section 2.25 unless (i) on the date of such effectiveness, the conditions set forth in paragraphs (b) and (c) of Section 4.01 shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the BorrowerCommitments, and (iiz) the Administrative Agent shall have received (with sufficient copies for each of the Incremental Term Lendersfollowing, in form and substance reasonably satisfactory to the Administrative Agent: (i) legal opinionsif not previously delivered to the Administrative Agent, board resolutions and an officer's certificate consistent with those delivered on copies certified by the Closing Date under clauses Secretary or Assistant Secretary of (a)(i), (a)(ii), (c)(ii)(BA) all partnership or other necessary action taken by the Borrower to authorize such increase and (dB) all partnership or other necessary action taken by each Guarantor authorizing the guaranty of Section 4.02. such increase; (dii) Each an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; and (iii) to the extent requested by the applicable Lender, a new Term Loan Note executed by the Borrower, payable to such new Term Loan Lenders and replacement Term Loan Notes executed by the Borrower, payable to any existing Term Loan Lenders increasing their Term Loan Commitments, in the amount of such Term Loan Lender’s Term Loan Commitment at the time of the parties effectiveness of the applicable increase in the aggregate amount of the Term Loan Commitments and a Beneficial Ownership Certification. In connection with any increase in the aggregate amount of the Term Loan Commitments pursuant to this Section 2.15, any Term Loan Lender becoming a party hereto hereby agrees that shall (1) execute such documents and agreements as the Administrative Agent may take any reasonably request and all action as may be reasonably necessary to ensure that all Incremental Term Loans (other than Other Term Loans), when originally made, are included 2) in each Borrowing of outstanding Tranche A Term Loans or Tranche B Term Loans, as the case may beof any Lender that is organized under the laws of a jurisdiction outside of the United States of America, on a pro rata basis. This may be accomplished at the discretion of provide to the Administrative Agent by requiring each outstanding Eurodollar Tranche A Term Borrowing or Eurodollar Tranche B Term Borrowingits name, address, tax identification number and/or such other information as the case may be, to be converted into an ABR Term Borrowing on the date of each Incremental Term Loan, or by allocating a portion of each Incremental Term Loan to each outstanding Eurodollar Tranche A Term Borrowing or Eurodollar Tranche B Term Borrowing, as the case may be, on a pro rata basis, even though as a result thereof such Incremental Term Loan may effectively have a shorter Interest Period than the Term Loans included in the Borrowing of which they are a part (and notwithstanding any other provision of this Agreement that would prohibit such an initial Interest Period). Any conversion of Eurodollar Term Loans to ABR Term Loans required by the preceding sentence shall be subject to Section 2.16. If any Incremental Term Loan is to be allocated to an existing Interest Period necessary for a Eurodollar Term Borrowing then, subject to Section 2.07, the interest rate applicable to such Incremental Term Loan for the remainder of such Interest Period shall equal the Adjusted LIBO Rate for a period approximately equal to the remainder of such Interest Period (as determined by the Administrative Agent two Business Days before to comply with “know your customer” and anti-money laundering rules and regulations, including the date such Incremental Term Loan is made) plus the Applicable Percentage. In addition, to the extent any Incremental Term Loans are the Tranche A Term Loans or Tranche B Term Loans, the scheduled amortization payments under Sections 2.11(a)(i) or 2.11(a)(ii), as the case may be, required to be made after the making of such Incremental Term Loans shall be ratably increased by the aggregate principal amount of such Incremental Term LoansPatriot Act.

Increase in Term Loan Commitments. (a) The Borrower may, by written Upon notice to the Administrative Agent Agent, the Borrower may from time to time, request Incremental an increase in the aggregate principal amount of an existing Term Loan Commitments in an amount not to exceed Facility (each a “Term Facility Increase”) and/or the Incremental Term Loan Amount from addition of one or more new term loan facilities (each an “Incremental Term Lenders, which may include any existing LenderFacility”) (each such request for a Term Facility Increase and/or an Incremental Term Facility being a “Term Commitment Increase”); provided that each Incremental Term Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld). Such notice shall set forth (i) the amount of the Incremental any such request for a Term Loan Commitments being requested (which Commitment Increase shall be in minimum increments of $5,000,000 and a minimum amount of $10,000,000 or equal to 25,000,000 (unless otherwise agreed by the remaining Incremental Term Loan Amount), Administrative Agent) and (ii) the date aggregate amount of Term Commitment Increases effected from time to time after the Closing Date (together with the amount of Revolving Credit Commitment Increases effected pursuant to Section 2.14) shall not exceed an amount equal to the sum of (A) $150,000,000 plus (B) such additional amounts as would not cause the Consolidated Senior Secured Leverage Ratio to exceed 1.75:1.00 for the fiscal quarter most recently ended for which a Compliance Certificate has been delivered and calculated on which a pro forma basis after giving effect to any such incurrence (determined without giving effect to any amount incurred simultaneously under clause (A) but giving effect to the aggregate principal amount (whether drawn or undrawn) of all simultaneous Term Commitment Increases and Revolving Credit Commitment Increases not utilizing the amounts in clause (A) or in proviso (ii)(x) of Section 2.14(a) above); provided, that it is understood and agreed that amounts under clause (B) may be used prior to using any amounts available under clause (A). The Maturity Date for any Incremental Term Facility shall not be prior to the Maturity Date then in effect in respect of the Term A Facility. The Incremental Term Loans in respect of any Incremental Term Facility shall not amortize more rapidly (determined on the basis of amortization as a percentage of the initial principal amount) than the quarterly installments of Term A Loans as then in effect. The Incremental Term Loans in respect of any Incremental Term Loan Commitments are requested to become effective Facility shall rank equal in right of payment with the Loans, shall be secured by the Collateral and shall be Guaranteed only by the Guarantors. Any Term Facility Increase shall be on the same terms and conditions (which shall not be less than 10 Business Days nor more than 60 days after including maturity, amortization, interest rate and right of payment, guarantees and collateral) as the date of such notice), and (iii) whether such Incremental Term Loan Commitments are to be Tranche A Commitments, Tranche B Commitments or commitments to make Term Loans with terms different from the Tranche A Term Loans and Tranche B Term Loans ("OTHER TERM LOANS")Facility so being increased. (b) The Borrower and each Incremental may request additional Term Commitment Increases from existing Lenders or new lenders that are Eligible Assignees. No Lender shall execute be obligated to provide any Term Commitment Increase unless it so agrees and deliver the Borrower shall not be obligated to offer any existing Lender the Administrative Agent opportunity to provide any Term Commitment Increase. Any Eligible Assignee or new lender agreeing to a Term Commitment Increase shall, upon execution of a Joinder Agreement or an Incremental Term Loan Assumption Facility Supplement, as applicable, become a Term Lender hereunder. With respect to Incremental Term Facilities, the terms thereof shall be set forth in an Incremental Term Facility Supplement to this Agreement among the Borrower and such other documentation as the Administrative Agent shall reasonably specify to evidence Lenders under the Incremental Term Loan Commitment Facility (upon execution of such an Incremental Term LenderFacility Supplement any Eligible Assignee shall become a Term Lender hereunder). Each Incremental Term Loan Assumption Agreement shall specify In the terms event that any financial maintenance covenant is to be added for the benefit of the Incremental Term Loans to be made thereunder; PROVIDED that, without the prior written consent of the Required Lenders, (i) the interest rate spreads Lenders in respect of any Other Term Loans shall not exceed by more than 1/2 of 1% the Applicable Percentage for the Tranche B Incremental Term Loans, no consent of the Administrative Agent or any other Lender shall be required to the extent such financial maintenance covenant is also added for the benefit of the other Lenders hereunder. Schedule 1 to such Incremental Term Facility Supplement shall set forth the Incremental Term Commitments of each Incremental Term Loan Lender. (iic) If any Term Commitment Increase is effected in accordance with this Section 2.15, the Administrative Agent and the Borrower shall determine the effective date (the “Incremental Effective Date”) and the final maturity date allocation of any Other such Term Loans shall be no earlier than the Tranche B Maturity Date and (iii) the average life to maturity of any Other Term Loans shall be no shorter than the average life to maturity of the Tranche B Term LoansCommitment Increase. The Administrative Agent shall promptly notify each Lender as the Borrower and the Lenders of the final allocation of such increase and the Incremental Effective Date. As a condition precedent to such increase, (i) the Borrower shall deliver to the effectiveness Administrative Agent a certificate of each Incremental Term Loan Assumption Agreement. Each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Term Loan Assumption Agreement, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms Party dated as of the Incremental Term Loan Commitment evidenced thereby. Effective Date (cin sufficient copies for each Lender) Notwithstanding the foregoing, no Incremental Term Loan Commitment shall become effective under this Section 2.25 unless (i) on the date signed by a Responsible Officer of such effectivenessLoan Party (A) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase and (B) in the case of the Borrower, certifying that (1) the conditions to borrowing set forth in paragraphs (b) Section 4.02 are satisfied and (c2) of Section 4.01 the Borrower shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer in pro forma compliance with each of the Borrowerfinancial covenants set forth in Section 7.10 (assuming, solely for such purpose, that the full amount of all simultaneous Term Commitment Increases and Revolving Credit Commitment Increases are drawn on the Incremental Effective Date and any related transactions are consummated on such date), and (ii) each Guarantor shall reaffirm its obligations under the Administrative Agent Guaranty; provided, that, with respect to any Incremental Acquisition Term Facility, (x) the Borrower and the applicable Incremental Term Loan Lenders may elect to comply with the foregoing clause (i)(B)(2) as of the date the definitive documentation with respect to the transaction related to such Incremental Acquisition Term Facility is entered into and, for the avoidance of doubt, shall have received (with sufficient copies for each not be required to demonstrate such compliance as of the Incremental Term Lenders) legal opinions, board resolutions and an officer's certificate consistent with those delivered on the Closing Effective Date under clauses (a)(i), (a)(ii), (c)(ii)(B) and (dy) if the Borrower and the applicable Incremental Term Loan Lenders have elected to utilize the proviso in Section 4.02(b) as of Section 4.02the Incremental Effective Date, then no Default shall have existed and be continuing as of the date the definitive documentation with respect to the transaction related to such Incremental Acquisition Term Facility is entered into. (d) Each of the parties hereto hereby agrees that the Administrative Agent may take This Section shall supersede any and all action as may be reasonably necessary to ensure that all Incremental Term Loans (other than Other Term Loans), when originally made, are included provisions in each Borrowing of outstanding Tranche A Term Loans Section 2.13 or Tranche B Term Loans, as the case may be, on a pro rata basis. This may be accomplished at the discretion of the Administrative Agent by requiring each outstanding Eurodollar Tranche A Term Borrowing or Eurodollar Tranche B Term Borrowing, as the case may be, to be converted into an ABR Term Borrowing on the date of each Incremental Term Loan, or by allocating a portion of each Incremental Term Loan to each outstanding Eurodollar Tranche A Term Borrowing or Eurodollar Tranche B Term Borrowing, as the case may be, on a pro rata basis, even though as a result thereof such Incremental Term Loan may effectively have a shorter Interest Period than the Term Loans included in the Borrowing of which they are a part (and notwithstanding any other provision of this Agreement that would prohibit such an initial Interest Period). Any conversion of Eurodollar Term Loans to ABR Term Loans required by the preceding sentence shall be subject to Section 2.16. If any Incremental Term Loan is to be allocated to an existing Interest Period for a Eurodollar Term Borrowing then, subject to Section 2.07, the interest rate applicable to such Incremental Term Loan for the remainder of such Interest Period shall equal the Adjusted LIBO Rate for a period approximately equal 10.01 to the remainder of such Interest Period (as determined by the Administrative Agent two Business Days before the date such Incremental Term Loan is made) plus the Applicable Percentage. In addition, to the extent any Incremental Term Loans are the Tranche A Term Loans or Tranche B Term Loans, the scheduled amortization payments under Sections 2.11(a)(i) or 2.11(a)(ii), as the case may be, required to be made after the making of such Incremental Term Loans shall be ratably increased by the aggregate principal amount of such Incremental Term Loanscontrary.

Increase in Term Loan Commitments. (a) The Borrower may, by written Upon notice to the Administrative Agent Agent, the Borrower may from time to time, request Incremental Term Loan Commitments in an amount not to exceed the Incremental Term Loan Amount from addition of one or more new term loan facilities (each an “Incremental Term Lenders, which may include any existing LenderFacility”) (each such request for an Incremental Term Facility being a “Term Commitment Increase”); provided that each Incremental Term Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld). Such notice shall set forth (i) the amount of the Incremental any such request for Term Loan Commitments being requested (which Commitment Increase shall be in minimum increments of $5,000,000 and a minimum amount of $10,000,000 or equal to 50,000,000 (unless otherwise agreed by the remaining Incremental Term Loan Amount), Administrative Agent) and (ii) the aggregate amount of Term Commitment Increases and Incremental Term Facilities effected from time to time after the date hereof (together with the amount of Revolving Credit Commitment Increases effected pursuant to Section 2.14) shall not exceed an amount equal to the greater of (x) $750,000,000 and (y) an amount that would not cause the Consolidated Senior Secured Leverage Ratio to exceed 2.50:1.00 for the fiscal quarter most recently ended for which a Compliance Certificate has been delivered and calculated on which a pro forma basis after giving effect to any such incurrence. The Maturity Date for any Incremental Term Facility shall not be prior to the date that is 91 days after the Maturity Date in respect of the Term B Facility as of the Restatement Closing Date (provided that up to $375,000,000 of the Incremental Term Facilities may mature prior to such date so long as it does not mature prior to the date that is 91 days after the Maturity Date of the Term A Facility and provided, further, that Incremental Term Loans having identical terms to the Term B Facility may have the same Maturity Date as the Maturity Date in respect of the Term B Facility) as of the Restatement Closing Date. The Incremental Term Loans in respect of any Incremental Term Facility shall not amortize more rapidly (determined on the basis of amortization as a percentage of the initial principal amount) than the quarterly installments of Term A Loans. The Incremental Term Loans in respect of any Incremental Term Loan Commitments are requested to become effective (which Facility shall not rank equal in right of payment with the Loans, shall be less than 10 Business Days nor more than 60 days after secured by the date of such notice), Collateral and (iii) whether such Incremental Term Loan Commitments are to shall be Tranche A Commitments, Tranche B Commitments or commitments to make Term Loans with terms different from Guaranteed only by the Tranche A Term Loans and Tranche B Term Loans ("OTHER TERM LOANS")Guarantors. (b) The Borrower may request additional Incremental Term Facilities from existing Lenders or new lenders that are Eligible Assignees. No Lender shall be obligated to provide any Incremental Term Loans unless it so agrees and the Borrower shall not be obligated to offer any existing Lender the opportunity to provide any Incremental Term Loans. Any Eligible Assignee or new lender agreeing to a Commitment in respect of an Incremental Term Facility shall, upon execution of a Joinder Agreement, become a Term Lender hereunder. Such Incremental Term Facility, and the terms thereof, shall be set forth in an Incremental Term Facility Supplement to this Agreement among the Borrower and the Lenders under the Incremental Term Facility (upon execution of an Incremental Term Facility Supplement any Eligible Assignee shall become a Term Lender hereunder). Schedule 1 to such Incremental Term Facility Supplement shall set forth the Incremental Term Commitments of each Incremental Term Lender shall execute and deliver to Loan Lender. (c) If Incremental Term Facilities are effected in accordance with this Section, the Administrative Agent an and the Borrower shall determine the effective date (the “Incremental Term Loan Assumption Agreement Effective Date”) and such other documentation as the Administrative Agent shall reasonably specify to evidence the Incremental Term Loan Commitment final allocation of such Incremental Term Lender. Each Incremental Term Loan Assumption Agreement shall specify the terms of the Incremental Term Loans to be made thereunder; PROVIDED that, without the prior written consent of the Required Lenders, (i) the interest rate spreads in respect of any Other Term Loans shall not exceed by more than 1/2 of 1% the Applicable Percentage for the Tranche B Term Loans, (ii) the final maturity date of any Other Term Loans shall be no earlier than the Tranche B Maturity Date and (iii) the average life to maturity of any Other Term Loans shall be no shorter than the average life to maturity of the Tranche B Term LoansFacility. The Administrative Agent shall promptly notify each Lender as the Borrower and the Lenders of the final allocation of such increase and the Incremental Effective Date. As a condition precedent to such increase, (i) the Borrower shall deliver to the effectiveness Administrative Agent a certificate of each Incremental Term Loan Assumption Agreement. Each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Term Loan Assumption Agreement, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms Party dated as of the Incremental Term Loan Commitment evidenced thereby. Effective Date (cin sufficient copies for each Lender) Notwithstanding the foregoing, no Incremental Term Loan Commitment shall become effective under this Section 2.25 unless (i) on the date signed by a Responsible Officer of such effectivenessLoan Party (A) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase and (B) in the case of the Borrower, certifying that the conditions to borrowing set forth in paragraphs (b) and (c) of Section 4.01 shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower4.02 are satisfied, and (ii) each Guarantor shall reaffirm its obligations under the Administrative Agent shall have received (with sufficient copies for each of the Incremental Term Lenders) legal opinions, board resolutions and an officer's certificate consistent with those delivered on the Closing Date under clauses (a)(i), (a)(ii), (c)(ii)(B) and (d) of Section 4.02Guaranty. (d) Each of the parties hereto hereby agrees that the Administrative Agent may take This Section shall supersede any and all action as may be reasonably necessary to ensure that all Incremental Term Loans (other than Other Term Loans), when originally made, are included provisions in each Borrowing of outstanding Tranche A Term Loans Section 2.13 or Tranche B Term Loans, as the case may be, on a pro rata basis. This may be accomplished at the discretion of the Administrative Agent by requiring each outstanding Eurodollar Tranche A Term Borrowing or Eurodollar Tranche B Term Borrowing, as the case may be, to be converted into an ABR Term Borrowing on the date of each Incremental Term Loan, or by allocating a portion of each Incremental Term Loan to each outstanding Eurodollar Tranche A Term Borrowing or Eurodollar Tranche B Term Borrowing, as the case may be, on a pro rata basis, even though as a result thereof such Incremental Term Loan may effectively have a shorter Interest Period than the Term Loans included in the Borrowing of which they are a part (and notwithstanding any other provision of this Agreement that would prohibit such an initial Interest Period). Any conversion of Eurodollar Term Loans to ABR Term Loans required by the preceding sentence shall be subject to Section 2.16. If any Incremental Term Loan is to be allocated to an existing Interest Period for a Eurodollar Term Borrowing then, subject to Section 2.07, the interest rate applicable to such Incremental Term Loan for the remainder of such Interest Period shall equal the Adjusted LIBO Rate for a period approximately equal 10.01 to the remainder of such Interest Period (as determined by the Administrative Agent two Business Days before the date such Incremental Term Loan is made) plus the Applicable Percentage. In addition, to the extent any Incremental Term Loans are the Tranche A Term Loans or Tranche B Term Loans, the scheduled amortization payments under Sections 2.11(a)(i) or 2.11(a)(ii), as the case may be, required to be made after the making of such Incremental Term Loans shall be ratably increased by the aggregate principal amount of such Incremental Term Loanscontrary.

Increase in Term Loan Commitments. (a) The Borrower may, by written notice to the Administrative Agent from time to time, request Incremental Term Loan Commitments in an amount not to exceed the Incremental Term Loan Amount from one or more Incremental Term Lenders, which may include any existing Lender; provided PROVIDED, that each Incremental Term Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld). Such notice shall set forth (i) the amount of the Incremental Term Loan Commitments being requested (which shall be in minimum increments of $5,000,000 and a minimum amount of $10,000,000 or equal to the remaining Incremental Term Loan Amount), (ii) the date on which such Incremental Term Loan Commitments are requested to become effective (which shall not be less than 10 Business Days nor more than 60 90 days after the date of such notice), and (iii) whether such Incremental Term Loan Commitments are to be Tranche A Commitments, Tranche B Commitments or commitments to make Term Loans term loans with economic terms (such as interest rate, amortization schedule and maturity date) different from the Tranche A Term Loans and Tranche B Term Loans ("OTHER TERM LOANS"). (b) The Borrower and each Incremental Term Lender shall execute and deliver to the Administrative Agent an Incremental Term Loan Assumption Agreement and such other documentation as the Administrative Agent shall reasonably specify to evidence the Incremental Term Loan Commitment of such Incremental Term Lender. Each Incremental Term Loan Assumption Agreement shall specify the terms of the Incremental Term Loans to be made thereunder; PROVIDED that, without the prior written consent of the Required Lenders, (i) the interest rate spreads in respect of any Other Term Loans shall not exceed by more than 1/2 of 1% the Applicable Percentage for the Tranche B Term Loans, (ii) the final maturity date of any Other Term Loans shall be no earlier than the Tranche B Maturity Date Date. It is understood and (iii) the average life to maturity of any Other Term Loans agreed that no existing Lender shall be no shorter than obligated to execute an Incremental Term Loan Assumption Agreement unless such existing Lender has elected, in its sole discretion, to have an Incremental Term Loan Commitment as requested by the average life to maturity of the Tranche B Term LoansBorrower under Section 2.23(a). The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Incremental Term Loan Assumption Agreement. Each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Term Loan Assumption Agreement, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Incremental Term Loan Commitment evidenced thereby. (c) Notwithstanding the foregoing, no Incremental Term Loan Commitment shall become effective under this Section 2.25 2.23 unless (i) on the date of such effectiveness, the conditions set forth in paragraphs (b) and (c) of Section 4.01 shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower, and (ii) the Administrative Agent shall have received (with sufficient copies for each of the Incremental Term Lenders) legal opinions, board resolutions certified corporate documents and an officer's certificate consistent with those delivered on the Closing Date under clauses paragraphs (a)(ia), (a)(ii), (c)(ii)(Bb) and (dc) of Section 4.02. (d) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all action as may be reasonably necessary to ensure that all Incremental Term Loans (other than Other Term Loans), when originally made, are included in each Borrowing of outstanding Tranche A B Term Loans or Tranche B Term Loans, as the case may be, on a pro rata basis. This may be accomplished at the discretion of the Administrative Agent by requiring each outstanding Eurodollar Tranche A B Term Borrowing or Eurodollar Tranche B Term Borrowing, as the case may be, to be converted into an ABR Term Borrowing on the date of each Incremental Term Loan, or by allocating a portion of each Incremental Term Loan to each outstanding Eurodollar Tranche A B Term Borrowing or Eurodollar Tranche B Term Borrowing, as the case may be, on a pro rata basis, even though as a result thereof such Incremental Term Loan may effectively have a shorter Interest Period than the Term Loans included in the Borrowing of which they are a part (and notwithstanding any other provision of this Agreement that would prohibit such an initial Interest Period). Any conversion of Eurodollar Term Loans to ABR Term Loans required by the preceding sentence shall be subject to Section 2.16. If any Incremental Term Loan is to be allocated to an existing Interest Period for a Eurodollar Term Borrowing then, subject to Section 2.07, the interest rate applicable to such Incremental Term Loan for the remainder of such Interest Period shall equal the Adjusted LIBO Rate for a period approximately equal to the remainder of such Interest Period (as determined by the Administrative Agent two Business Days before the date such Incremental Term Loan is made) plus the Applicable Percentage. In addition, to the extent any Incremental Term Loans are the Tranche A Term Loans or Tranche B Term Loans, the scheduled amortization payments under Sections 2.11(a)(iSection 2.11(a)(ii) or 2.11(a)(ii), as the case may be, required to be made after the making of such Incremental Term Loans shall be ratably increased by to reflect the aggregate principal amount of such Incremental Term Loans. In such event, the Administrative Agent shall prepare and distribute to the Borrower and the Lenders an updated amortization schedule which shall be conclusive absent manifest error." (aa) Section 5.04(d)(i) of the Credit Agreement is hereby amended by deleting therefrom the words "and (C)" and substituting therefor the following: ", (C) if during the period covered by such certificate either (x) a Restricted Payment shall have been made pursuant to Section 6.06(a)(vii) or (y) Subordinated Indebtedness shall have been prepaid or repurchased pursuant to Section 6.09(c)(i)(y), describing such payment and the amount thereof and stating (1) whether such payment was made under the Restricted Payment Basket (as defined in Section 6.06(a)(vii)) or the Note Offering Basket or out of the Borrower's Share of Excess Cash Flow and (2) if such payment was made out of the Borrower's Share of Excess Cash Flow, calculating the amount of the Borrower's Share of Excess Cash Flow after giving effect thereto, and (D)" (bb) Section 5.10 of the Credit Agreement (Interest Rate Protection) is hereby deleted in its entirety. (cc) Section 6.01(k) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

Increase in Term Loan Commitments. 2.7.1 Borrower Representative, on behalf of Borrowers, may request an increase in Term Loan Commitments from existing Term Lenders from time to time upon not less than 15 days’ notice to Administrative Agent, as long as (a) The Borrower maythe requested increase or new tranche is offered on the same terms as the existing Term Loan Commitments, by written notice except for a closing fee to the be agreed upon between Administrative Agent from time to timein its discretion and Borrowers, request Incremental and such new Term Loan Commitments in an amount not shall be available at any time prior to exceed the Incremental Term Loan Amount from one Maturity Date, (b) total increases under this Section 2.7 do not exceed $50,000,000, (c) such Term Loan is issued in connection with such increase or more Incremental Term Lendersnew tranche are utilized in accordance with Section 10.6, which may include any existing Lender; provided that each Incremental Term Lender, if not already a Lender hereunder, shall be subject to the approval (d) as of the Administrative Agent (which approval shall not be unreasonably withheld). Such notice shall set forth (i) the amount last day of the Incremental Term Loan Commitments being requested most recent calendar month for which financial statements have been (which shall be in minimum increments or were required to be) delivered hereunder and calculated on a pro forma basis, the Total Leverage Ratio of $5,000,000 and a minimum amount of $10,000,000 or equal to the remaining Incremental Term Loan Amount)Consolidated Group was no greater than 3.50:1.00, (iie) such increase is permitted under the date on which such Incremental Term Second Lien Loan Commitments are requested to become effective (which shall not be less than 10 Business Days nor more than 60 days after the date of such notice)Documents, and (iiif) whether Administrative Agent consents, in its discretion, to such increase at the time of the request thereof. Such Term Loans extended pursuant to this Section 2.7 shall be referred to as “Incremental Term Loan Commitments are to be Tranche A Commitments, Tranche B Commitments or commitments to make Term Loans with terms different from the Tranche A Term Loans and Tranche B Term Loans ("OTHER TERM LOANS")Loans”. (b) The Borrower and each Incremental Term Lender shall execute and deliver to the Administrative Agent an Incremental Term Loan Assumption Agreement and such other documentation as the Administrative Agent shall reasonably specify to evidence the Incremental Term Loan Commitment of such Incremental Term Lender. Each Incremental Term Loan Assumption Agreement shall specify the terms 2.7.2 Upon satisfaction of the Incremental Term Loans to be made thereunder; PROVIDED thatcriteria set forth in Section 2.7.1, without the prior written consent of the Required Lenders, (i) the interest rate spreads in respect of any Other Term Loans shall not exceed by more than 1/2 of 1% the Applicable Percentage for the Tranche B Term Loans, (ii) the final maturity date of any Other Term Loans shall be no earlier than the Tranche B Maturity Date and (iii) the average life to maturity of any Other Term Loans shall be no shorter than the average life to maturity of the Tranche B Term Loans. The Administrative Agent shall promptly notify Term Lenders of the requested increase and, within 2 Business Days thereafter, each Term Lender as shall notify Administrative Agent if and to the effectiveness of each Incremental what extent such Term Lender commits to increase its Term Loan Assumption AgreementCommitment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Any Term Loan Assumption Agreement, this Agreement Lender not responding within such period shall be deemed amended to have declined an increase. Administrative Agent may allocate, in its discretion, the extent (but only to the extent) necessary to reflect the existence and terms of the Incremental increased Term Loan Commitment evidenced thereby. (c) Notwithstanding the foregoing, no Incremental Commitments among committing Xxxx Xxxxxxx. Total Term Loan Commitment Commitments shall become effective under this Section 2.25 unless be increased by the requested amount (ior such lesser amount committed) on the a date of such effectiveness, agreed upon by Administrative Agent and Borrower Representative; provided that the conditions set forth in paragraphs (b) Sections 12.2 and (c) 12.3 are satisfied at such time. Administrative Agent, Borrowers, and the existing Term Lenders making new Term Loans shall execute and deliver such customary documents and agreements as Administrative Agent deems reasonably appropriate to evidence the increase in and allocations of Section 4.01 Term Loan Commitments. On the effective date of an increase, the outstanding Term Loans and other exposures under the Term Loan Commitments shall be satisfied reallocated among Term Lenders, and settled by Administrative Agent as necessary, in accordance with Term Lenders’ adjusted shares of such Term Loan Commitments. 2.7.3 Commitments in respect of Incremental Term Loans shall become Commitments under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Loan Parties, each Lender agreeing to provide such Commitment, and the Administrative Agent shall have received a certificate Agent. The Incremental Amendment may, without the consent of any other Lenders, effect such amendments to that effect dated such date this Agreement and executed by a Financial Officer of the Borrower, and (ii) the Administrative Agent shall have received (with sufficient copies for each of the Incremental Term Lenders) legal opinions, board resolutions and an officer's certificate consistent with those delivered on the Closing Date under clauses (a)(i), (a)(ii), (c)(ii)(B) and (d) of Section 4.02. (d) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all action other Loan Documents as may be reasonably necessary to ensure that all Incremental Term Loans (other than Other Term Loans)or appropriate, when originally made, are included in each Borrowing of outstanding Tranche A Term Loans or Tranche B Term Loans, as the case may be, on a pro rata basis. This may be accomplished at the discretion reasonable opinion of the Administrative Agent by requiring each outstanding Eurodollar Tranche A Term Borrowing or Eurodollar Tranche B Term Borrowing, as and the case may beBorrower, to be converted into an ABR Term Borrowing on effect the date provisions of each Incremental Term Loanthis Section 2.7 (including, without limitation, to preserve “fungibility” or by allocating a portion to add premiums in respect of each Incremental Term Loan to each outstanding Eurodollar Tranche A Term Borrowing or Eurodollar Tranche B Term Borrowing, as the case may be, on a pro rata basis, even though as a result thereof such Incremental Term Loan may effectively have a shorter Interest Period than the existing Term Loans included in the Borrowing of which they are a part (and notwithstanding any other provision of this Agreement that would prohibit such connection with an initial Interest Period). Any conversion of Eurodollar Term Loans to ABR Term Loans required by the preceding sentence shall be subject to Section 2.16. If any Incremental Term Loan is to be allocated to an existing Interest Period for a Eurodollar Term Borrowing then, subject to Section 2.07, the interest rate applicable increase to such Incremental Term Loan for the remainder of such Interest Period shall equal the Adjusted LIBO Rate for a period approximately equal to the remainder of such Interest Period (as determined by the Administrative Agent two Business Days before the date such Incremental Term Loan is made) plus the Applicable Percentage. In addition, to the extent any Incremental Term Loans are the Tranche A Term Loans or Tranche B Term Loans, the scheduled amortization payments under Sections 2.11(a)(i) or 2.11(a)(ii), as the case may be, required to be made after the making of such Incremental Term Loans shall be ratably increased by the aggregate principal amount of such Incremental Term Loans.

Increase in Term Loan Commitments. (a) The Borrower may, shall have the right to request increases in the aggregate amount of the Term Loan Commitments in the aggregate amount of $100,000,000 by providing written notice to the Administrative Agent from time Agent, which notice shall be irrevocable once given; provided that after giving effect to time, request Incremental any and all such increases the aggregate amount of the Term Loan Commitments in an amount not to exceed the Incremental Term Loan Amount from one or more Incremental Term Lenders, which may include any existing Lender; provided that each Incremental Term Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheldexceed Six Hundred Million Dollars ($600,000,000). Such notice shall set forth (i) Each such increase in the amount of the Incremental Term Loan Commitments being requested (which shall must be in minimum increments of $5,000,000 and a an aggregate minimum amount of $10,000,000 25,000,000 (or equal such lesser amount as the Borrower and the Administrative Agent may agree in writing) and integral multiples of $5,000,000 in excess thereof. The Administrative Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such increase in the Term Loan Commitments, including decisions as to the remaining Incremental Term Loan Amount)selection of the existing Lenders and/or other banks, (ii) financial institutions and other institutional lenders to be approached with respect to such increase and the date on which such Incremental allocations of the increase in the Term Loan Commitments are requested among such existing Lenders and/or other banks, financial institutions and other institutional lenders and the Fees to be paid for such increased Term Loan Commitments; provided, that, the consent of the Borrower (not to be unreasonably withheld, conditioned or delayed) shall be required for all banks, financial institutions and institutional lenders that agree to provide any such increase in the event the consent of the Borrower would be required if such bank, financial institution or institutional lender were to become effective (which a Lender pursuant to Section 13.5(b)(iii)(A). No Lender shall not be less than 10 Business Days nor more than 60 days after obligated in any way whatsoever to increase its Term Loan Commitment or provide a new Term Loan Commitment, and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee subject to and in accordance with the provisions of Section 13.5(b). If a new Term Loan Lender becomes a party to this Agreement, or if any existing Term Loan Lender is increasing its Term Loan Commitment, such Lender shall on the date it becomes a Term Loan Lender hereunder (or in the case of such notice)an existing Term Loan Lender, increases its Term Loan Commitment) (and as a condition thereto) purchase from the other Term Loan Lenders its Term Loan Commitment Percentage (iii) whether such Incremental determined with respect to the Term Loan Lenders’ respective Term Loan Commitments are and after giving effect to be Tranche A the increase of Term Loan Commitments) of any outstanding Term Loans, Tranche B Commitments or commitments to make Term Loans with terms different from the Tranche A Term Loans and Tranche B Term Loans ("OTHER TERM LOANS"). (b) The Borrower and each Incremental Term Lender shall execute and deliver by making available to the Administrative Agent an Incremental for the account of such other Term Loan Assumption Agreement and such other documentation as Lenders, in same day funds, an amount equal to (A) the Administrative Agent shall reasonably specify to evidence portion of the Incremental Term Loan Commitment outstanding principal amount of such Incremental Term Lender. Each Incremental Term Loan Assumption Agreement shall specify the terms of the Incremental Term Loans to be made thereunder; PROVIDED thatpurchased by such Lender, without the prior written consent plus (B) interest accrued and unpaid to and as of such date on such portion of the Required Lenders, (i) the interest rate spreads in respect outstanding principal amount of any Other Term Loans shall not exceed by more than 1/2 of 1% the Applicable Percentage for the Tranche B Term Loans, (ii) the final maturity date of any Other Term Loans shall be no earlier than the Tranche B Maturity Date and (iii) the average life to maturity of any Other Term Loans shall be no shorter than the average life to maturity of the Tranche B such Term Loans. The Administrative Agent Borrower shall promptly notify each Lender as pay to the Term Loan Lenders amounts payable, if any, to such Term Loan Lenders under Section 5.4 as a result of the prepayment of any such Term Loans. The effectiveness of each Incremental the increase of the Term Loan Assumption Agreement. Each Commitments under this Section is subject to the following conditions precedent (subject, in the case of an increase of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Term Loan Assumption AgreementCommitments incurred to finance a Limited Condition Transaction, this Agreement to Section 1.8; provided, that any such request for increase in Term Loan Commitments by the Borrower shall specify that such condition is to apply): (w) no Default or Event of Default (or in the case of an increase of the Term Loan Commitments incurred to finance a Limited Condition Transaction, no Event of Default described in clause (a), (e) or (f) of Section 11.1) shall exist and be continuing on the effective date of such increase, (x) the representations and warranties made or deemed made by the Borrower and any other Loan Party in any Loan Document to which such Loan Party is a party shall be deemed amended true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (but only in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder; provided, that in the case of an increase of the Term Loan Commitments incurred to finance a Limited Condition Transaction, such representations and warranties shall be limited to the extentSpecified Representations, (y) necessary to reflect the existence payment of any and terms of the Incremental all Fees required in connection with such increased Term Loan Commitment evidenced thereby. (c) Notwithstanding the foregoing, no Incremental Term Loan Commitment shall become effective under this Section 2.25 unless (i) on the date of such effectiveness, the conditions set forth in paragraphs (b) and (c) of Section 4.01 shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the BorrowerCommitments, and (iiz) the Administrative Agent shall have received (with sufficient copies for each of the Incremental Term Lendersfollowing, in form and substance reasonably satisfactory to the Administrative Agent: (i) legal opinionsif not previously delivered to the Administrative Agent, board resolutions and an officer's certificate consistent with those delivered on copies certified by the Closing Date under clauses Secretary or Assistant Secretary of (a)(i), (a)(ii), (c)(ii)(BA) all partnership or other necessary action taken by the Borrower to authorize such increase and (dB) all partnership or other necessary action taken by each Guarantor authorizing the guaranty of Section 4.02. such increase; (dii) Each an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; and (iii) to the extent requested by the applicable Lender, a new Term Loan Note executed by the Borrower, payable to such new Term Loan Lenders and replacement Term Loan Notes executed by the Borrower, payable to any existing Term Loan Lenders increasing their Term Loan Commitments, in the amount of such Term Loan Lender’s Term Loan Commitment at the time of the parties effectiveness of the applicable increase in the aggregate amount of the Term Loan Commitments and a Beneficial Ownership Certification. In connection with any increase in the aggregate amount of the Term Loan Commitments pursuant to this Section 2.15, any Term Loan Lender becoming a party hereto hereby agrees that shall (1) execute such documents and agreements as the Administrative Agent may take any reasonably request and all action as may be reasonably necessary to ensure that all Incremental Term Loans (other than Other Term Loans), when originally made, are included 2) in each Borrowing of outstanding Tranche A Term Loans or Tranche B Term Loans, as the case may beof any Lender that is organized under the laws of a jurisdiction outside of the United States of America, on a pro rata basis. This may be accomplished at the discretion of provide to the Administrative Agent by requiring each outstanding Eurodollar Tranche A Term Borrowing or Eurodollar Tranche B Term Borrowingits name, address, tax identification number and/or such other information as the case may be, to be converted into an ABR Term Borrowing on the date of each Incremental Term Loan, or by allocating a portion of each Incremental Term Loan to each outstanding Eurodollar Tranche A Term Borrowing or Eurodollar Tranche B Term Borrowing, as the case may be, on a pro rata basis, even though as a result thereof such Incremental Term Loan may effectively have a shorter Interest Period than the Term Loans included in the Borrowing of which they are a part (and notwithstanding any other provision of this Agreement that would prohibit such an initial Interest Period). Any conversion of Eurodollar Term Loans to ABR Term Loans required by the preceding sentence shall be subject to Section 2.16. If any Incremental Term Loan is to be allocated to an existing Interest Period necessary for a Eurodollar Term Borrowing then, subject to Section 2.07, the interest rate applicable to such Incremental Term Loan for the remainder of such Interest Period shall equal the Adjusted LIBO Rate for a period approximately equal to the remainder of such Interest Period (as determined by the Administrative Agent two Business Days before to comply with “know your customer” and anti-money laundering rules and regulations, including the date such Incremental Term Loan is made) plus the Applicable Percentage. In addition, to the extent any Incremental Term Loans are the Tranche A Term Loans or Tranche B Term Loans, the scheduled amortization payments under Sections 2.11(a)(i) or 2.11(a)(ii), as the case may be, required to be made after the making of such Incremental Term Loans shall be ratably increased by the aggregate principal amount of such Incremental Term LoansPatriot Act.

Increase in Term Loan Commitments. (a) The Borrower may, by written notice to the Administrative Agent from time to time, request Incremental Term Loan Commitments in an amount not to exceed the Incremental Term Loan Amount from one or more Incremental Term Lenders, which may include any existing Lender; provided that each Incremental Term Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld). Such notice shall set forth (i) the amount of the Incremental Term Loan Commitments being requested (which shall be in minimum increments of $5,000,000 1,000,000 and a minimum amount of $10,000,000 5,000,000 or equal to the remaining Incremental Term Loan Amount), (ii) the date on which such Incremental Term Loan Commitments are requested to become effective (which shall not be less than 10 Business Days nor more than 60 days after the date of such notice), ) and (iii) whether such Incremental Term Loan Commitments are to be Tranche A Commitments, Tranche B Term Loan Commitments or commitments to make Term Loans term loans with terms different from the Tranche A Term Loans and Tranche B Term Loans ("OTHER TERM LOANS"“Other Term Loans”). (b) The Borrower and each Incremental Term Lender shall execute and deliver to the Administrative Agent an Incremental Term Loan Assumption Agreement and such other documentation as the Administrative Agent shall reasonably specify to evidence the Incremental Term Loan Commitment of such Incremental Term Lender. Each Incremental Term Loan Assumption Agreement shall specify the terms of the Incremental Term Loans to be made thereunder; PROVIDED provided that, without the prior written consent of the Required Lenders, (i) the interest rate spreads in respect of any Other Term Loans shall not exceed by more than 1/2 of 1% the Applicable Percentage for the Tranche B Term Loans, (ii) the final maturity date of any Other Term Loans shall be no earlier than the Tranche B Term Loan Maturity Date and (iiiii) the average life to maturity of any Other Term Loans shall be no shorter than the average life to maturity of the Tranche B Term Loans and provided further that, if the interest rate margin in respect of any Other Term Loan would exceed the Applicable Percentage for the Term Loans by more than ½ of 1%, the Applicable Percentage for the Term Loans shall be increased so that the interest rate margin in respect of such Other Term Loan is no more than ½ of 1% higher than the Applicable Percentage for the Term Loans. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Incremental Term Loan Assumption Agreement. Each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Term Loan Assumption Agreement, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Incremental Term Loan Commitment evidenced therebythereby as provided for in Section 9.08(b). Any such deemed amendment may be memorialized in writing by the Administrative Agent with the Borrower’s consent (not to be unreasonably withheld) and furnished to the other parties hereto. (c) Notwithstanding the foregoing, no Incremental Term Loan Commitment shall become effective under this Section 2.25 2.24 unless (i) on the date of such effectiveness, the conditions set forth in paragraphs (b) and (c) of Section 4.01 shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower, and (ii) the Administrative Agent shall have received (with sufficient copies for each of the Incremental Term Lenders) legal opinions, board resolutions and an officer's certificate other closing certificates and documentation consistent with those delivered on the Closing Date under clauses (a)(i), (a)(ii), (c)(ii)(B) Section 4.02 and (diii) the Borrower would be in Pro Forma Compliance after giving effect to such Incremental Term Loan Commitment and the Loans to be made thereunder and the application of Section 4.02the proceeds therefrom as if made and applied on such date. (d) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all action as may be reasonably necessary to ensure that all Incremental Term Loans (other than Other Term Loans), when originally made, are included in each Borrowing of outstanding Tranche A Term Loans or Tranche B Term Loans, as the case may be, on a pro rata basis. This may be accomplished at the discretion of the Administrative Agent by requiring each outstanding Eurodollar Tranche A Term Borrowing or Eurodollar Tranche B Term Borrowing, as the case may be, to be converted into an ABR Term Borrowing on the date of each Incremental Term Loan, or by allocating a portion of each Incremental Term Loan to each outstanding Eurodollar Tranche A Term Borrowing or Eurodollar Tranche B Term Borrowing, as the case may be, on a pro rata basis, even though as a result thereof such Incremental Term Loan may effectively have a shorter Interest Period than and the Term Loans included in the Borrowing of which they are a part (and notwithstanding Borrower agrees that Section 2.16 shall apply to any other provision of this Agreement that would prohibit such an initial Interest Period). Any conversion of Eurodollar Term Loans to ABR Term Loans reasonably required by the preceding sentence shall be subject to Section 2.16. If any Incremental Term Loan is to be allocated to an existing Interest Period for a Eurodollar Term Borrowing then, subject to Section 2.07, the interest rate applicable to such Incremental Term Loan for the remainder of such Interest Period shall equal the Adjusted LIBO Rate for a period approximately equal to the remainder of such Interest Period (as determined by the Administrative Agent two Business Days before to effect the date such Incremental Term Loan is made) plus the Applicable Percentageforegoing. In addition, to the extent any Incremental Term Loans are the Tranche A Term Loans or Tranche B not Other Term Loans, the scheduled amortization payments under Sections 2.11(a)(i2.11(a) or 2.11(a)(ii), as the case may be, required to be made after the making of such Incremental Term Loans shall be ratably increased by the aggregate principal amount of such Incremental Term Loans.

Increase in Term Loan Commitments. 2.7.1 Borrower Representative, on behalf of Borrowers, may request an increase in Term Loan Commitments from existing Term Lenders from time to time upon not less than 15 days’ notice to Administrative Agent, as long as (a) The Borrower maythe requested increase or new tranche is offered on the same terms as the existing Term Loan Commitments, by written notice except for a closing fee to the be agreed upon between Administrative Agent from time to timein its discretion and Borrowers, request Incremental and such new Term Loan Commitments in an amount not shall be available at any time prior to exceed the Incremental Term Loan Amount from one Maturity Date, (b) total increases under this Section 2.7 do not exceed $50,000,000, (c) such Term Loan is issued in connection with such increase or more Incremental Term Lendersnew tranche are utilized in accordance with Section 10.6, which may include any existing Lender; provided that each Incremental Term Lender, if not already a Lender hereunder, shall be subject to the approval (d) as of the Administrative Agent (which approval shall not be unreasonably withheld). Such notice shall set forth (i) the amount last day of the Incremental Term Loan Commitments being requested most recent calendar month for which financial statements have been (which shall be in minimum increments or were required to be) delivered hereunder and calculated on a pro forma basis, the Total Leverage Ratio of $5,000,000 and a minimum amount of $10,000,000 or equal to the remaining Incremental Term Loan Amount)Consolidated Group was no greater than 3.50:1.00, (iie) such increase is permitted under the date on which such Incremental Term Second Lien Loan Commitments are requested to become effective (which shall not be less than 10 Business Days nor more than 60 days after the date of such notice)Documents, and (iiif) whether Administrative Agent consents, in its discretion, to such increase at the time of the request thereof. Such Term Loans extended pursuant to this Section 2.7 shall be referred to as “Incremental Term Loan Commitments are to be Tranche A Commitments, Tranche B Commitments or commitments to make Term Loans with terms different from the Tranche A Term Loans and Tranche B Term Loans ("OTHER TERM LOANS")Loans”. (b) The Borrower and each Incremental Term Lender shall execute and deliver to the Administrative Agent an Incremental Term Loan Assumption Agreement and such other documentation as the Administrative Agent shall reasonably specify to evidence the Incremental Term Loan Commitment of such Incremental Term Lender. Each Incremental Term Loan Assumption Agreement shall specify the terms 2.7.2 Upon satisfaction of the Incremental Term Loans to be made thereunder; PROVIDED thatcriteria set forth in Section 2.7.1, without the prior written consent of the Required Lenders, (i) the interest rate spreads in respect of any Other Term Loans shall not exceed by more than 1/2 of 1% the Applicable Percentage for the Tranche B Term Loans, (ii) the final maturity date of any Other Term Loans shall be no earlier than the Tranche B Maturity Date and (iii) the average life to maturity of any Other Term Loans shall be no shorter than the average life to maturity of the Tranche B Term Loans. The Administrative Agent shall promptly notify Term Lenders of the requested increase and, within 2 Business Days thereafter, each Term Lender as shall notify Administrative Agent if and to the effectiveness of each Incremental what extent such Term Lender commits to increase its Term Loan Assumption AgreementCommitment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Any Term Loan Assumption Agreement, this Agreement Lender not responding within such period shall be deemed amended to have declined an increase. Administrative Agent may allocate, in its discretion, the extent (but only to the extent) necessary to reflect the existence and terms of the Incremental increased Term Loan Commitment evidenced thereby. (c) Notwithstanding the foregoing, no Incremental Commitments among committing Term Lenders. Total Term Loan Commitment Commitments shall become effective under this Section 2.25 unless be increased by the requested amount (ior such lesser amount committed) on the a date of such effectiveness, agreed upon by Administrative Agent and Borrower Representative; provided that the conditions set forth in paragraphs (b) Sections 12.2 and (c) 12.3 are satisfied at such time. Administrative Agent, Borrowers, and the existing Term Lenders making new Term Loans shall execute and deliver such customary documents and agreements as Administrative Agent deems reasonably appropriate to evidence the increase in and allocations of Section 4.01 Term Loan Commitments. On the effective date of an increase, the outstanding Term Loans and other exposures under the Term Loan Commitments shall be satisfied reallocated among Term Lenders, and settled by Administrative Agent as necessary, in accordance with Term Lenders’ adjusted shares of such Term Loan Commitments. 2.7.3 Commitments in respect of Incremental Term Loans shall become Commitments under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Loan Parties, each Lender agreeing to provide such Commitment, and the Administrative Agent shall have received a certificate Agent. The Incremental Amendment may, without the consent of any other Lenders, effect such amendments to that effect dated such date this Agreement and executed by a Financial Officer of the Borrower, and (ii) the Administrative Agent shall have received (with sufficient copies for each of the Incremental Term Lenders) legal opinions, board resolutions and an officer's certificate consistent with those delivered on the Closing Date under clauses (a)(i), (a)(ii), (c)(ii)(B) and (d) of Section 4.02. (d) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all action other Loan Documents as may be reasonably necessary to ensure that all Incremental Term Loans (other than Other Term Loans)or appropriate, when originally made, are included in each Borrowing of outstanding Tranche A Term Loans or Tranche B Term Loans, as the case may be, on a pro rata basis. This may be accomplished at the discretion reasonable opinion of the Administrative Agent by requiring each outstanding Eurodollar Tranche A Term Borrowing or Eurodollar Tranche B Term Borrowing, as and the case may beBorrower, to be converted into an ABR Term Borrowing on effect the date provisions of each Incremental Term Loanthis Section 2.7 (including, without limitation, to preserve “fungibility” or by allocating a portion to add premiums in respect of each Incremental Term Loan to each outstanding Eurodollar Tranche A Term Borrowing or Eurodollar Tranche B Term Borrowing, as the case may be, on a pro rata basis, even though as a result thereof such Incremental Term Loan may effectively have a shorter Interest Period than the existing Term Loans included in the Borrowing of which they are a part (and notwithstanding any other provision of this Agreement that would prohibit such connection with an initial Interest Period). Any conversion of Eurodollar Term Loans to ABR Term Loans required by the preceding sentence shall be subject to Section 2.16. If any Incremental Term Loan is to be allocated to an existing Interest Period for a Eurodollar Term Borrowing then, subject to Section 2.07, the interest rate applicable increase to such Incremental Term Loan for the remainder of such Interest Period shall equal the Adjusted LIBO Rate for a period approximately equal to the remainder of such Interest Period (as determined by the Administrative Agent two Business Days before the date such Incremental Term Loan is made) plus the Applicable Percentage. In addition, to the extent any Incremental Term Loans are the Tranche A Term Loans or Tranche B Term Loans, the scheduled amortization payments under Sections 2.11(a)(i) or 2.11(a)(ii), as the case may be, required to be made after the making of such Incremental Term Loans shall be ratably increased by the aggregate principal amount of such Incremental Term Loans.

Increase in Term Loan Commitments. (a) The Borrower may, by written notice to the Administrative Agent from time to time, request Incremental Term Loan Commitments in an amount not to exceed the Incremental Term Loan Amount from one or more Incremental Term Lenders, which may include any existing Lender; provided that each Incremental Term Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld). Such notice shall set forth (i) the amount of the Incremental Term Loan Commitments being requested (which shall be in minimum increments of $5,000,000 and a minimum amount of $10,000,000 or equal to the remaining Incremental Term Loan Amount), (ii) the date on which such Incremental Term Loan Commitments are requested to become effective (which shall not be less than 10 Business Days nor more than 60 days after the date of such notice), and (iii) whether such Incremental Term Loan Commitments are to be Tranche A Commitments, Tranche B Commitments or commitments to make Term Loans with terms different from the Tranche A Term Loans and Tranche B Term Loans ("OTHER TERM LOANSOther Term Loans"). (b) The Borrower and each Incremental Term Lender shall execute and deliver to the Administrative Agent an Incremental Term Loan Assumption Agreement and such other documentation as the Administrative Agent shall reasonably specify to evidence the Incremental Term Loan Commitment of such Incremental Term Lender. Each Incremental Term Loan Assumption Agreement shall specify the terms of the Incremental Term Loans to be made thereunder; PROVIDED provided that, without the prior written consent of the Required Lenders, (i) the interest rate spreads in respect of any Other Term Loans shall not exceed by more than 1/2 of 1% the Applicable Percentage for the Tranche B Term Loans, (ii) the final maturity date of any Other Term Loans shall be no earlier than the Tranche B Maturity Date and (iii) the average life to maturity of any Other Term Loans shall be no shorter than the average life to maturity of the Tranche B Term Loans. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Incremental Term Loan Assumption Agreement. Each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Term Loan Assumption Agreement, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Incremental Term Loan Commitment evidenced thereby. (c) Notwithstanding the foregoing, no Incremental Term Loan Commitment shall become effective under this Section 2.25 unless (i) on the date of such effectiveness, the conditions set forth in paragraphs (b) and (c) of Section 4.01 shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower, and (ii) the Administrative Agent shall have received (with sufficient copies for each of the Incremental Term Lenders) legal opinions, board resolutions and an officer's certificate consistent with those delivered on the Closing Date under clauses (a)(i), (a)(ii), (c)(ii)(B) and (d) of Section 4.02. (d) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all action as may be reasonably necessary to ensure that all Incremental Term Loans (other than Other Term Loans), when originally made, are included in each Borrowing of outstanding Tranche A Term Loans or Tranche B Term Loans, as the case may be, on a pro rata basis. This may be accomplished at the discretion of the Administrative Agent by requiring each outstanding Eurodollar Tranche A Term Borrowing or Eurodollar Tranche B Term Borrowing, as the case may be, to be converted into an ABR Term Borrowing on the date of each Incremental Term Loan, or by allocating a portion of each Incremental Term Loan to each outstanding Eurodollar Tranche A Term Borrowing or Eurodollar Tranche B Term Borrowing, as the case may be, on a pro rata basis, even though as a result thereof such Incremental Term Loan may effectively have a shorter Interest Period than the Term Loans included in the Borrowing of which they are a part (and notwithstanding any other provision of this Agreement that would prohibit such an initial Interest Period). Any conversion of Eurodollar Term Loans to ABR Term Loans required by the preceding sentence shall be subject to Section 2.16. If any Incremental Term Loan is to be allocated to an existing Interest Period for a Eurodollar Term Borrowing then, subject to Section 2.07, the interest rate applicable to such Incremental Term Loan for the remainder of such Interest Period shall equal the Adjusted LIBO Rate for a period approximately equal to the remainder of such Interest Period (as determined by the Administrative Agent two Business Days before the date such Incremental Term Loan is made) plus the Applicable Percentage. In addition, to the extent any Incremental Term Loans are the Tranche A Term Loans or Tranche B Term Loans, the scheduled amortization payments under Sections 2.11(a)(i) or 2.11(a)(ii), as the case may be, 51 required to be made after the making of such Incremental Term Loans shall be ratably increased by the aggregate principal amount of such Incremental Term Loans.

Increase in Term Loan Commitments. (a) The Borrower may, by written Upon notice to the Administrative Agent Agent, the Borrower may from time to time, request Incremental Term Loan Commitments in an amount not to exceed the Incremental Term Loan Amount from addition of one or more new term loan facilities (each an “Incremental Term Lenders, which may include any existing LenderFacility”) (each such request for an Incremental Term Facility being a “Term Commitment Increase”); provided that each Incremental Term Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld). Such notice shall set forth (i) the amount of the Incremental any such request for Term Loan Commitments being requested (which Commitment Increase shall be in minimum increments of $5,000,000 and a minimum amount of $10,000,000 or equal to 50,000,000 (unless otherwise agreed by the remaining Incremental Term Loan Amount), Administrative Agent) and (ii) the date aggregate amount of Term Commitment Increases and Incremental Term Facilities effected from time to time after the Restatement Closing Date (together with the amount of Revolving Credit Commitment Increases effected pursuant to Section 2.14) shall not exceed an amount equal to the sum of (x) $300,000,000 plus (y) such additional amounts as would not cause the Consolidated Senior Secured Leverage Ratio to exceed 2.00:1.00 for the fiscal quarter most recently ended for which a Compliance Certificate has been delivered and calculated on a pro forma basis after giving effect to any such incurrence (determined without giving effect to any amount incurred simultaneously under clause (x); provided, that it is understood and agreed that amounts under clause (y) may be used prior to using any amounts available under clause (x)). Except with respect to any Incremental Term Facility the terms of which are identical to the Term A Facility at the time of the incurrence of such Incremental Term Loan Commitments are requested to become effective (which Facility, the Maturity Date for any Incremental Term Facility shall not be less than 10 Business Days nor more than 60 prior to the date that is 91 days after the date Maturity Date in respect of such notice), and the Term A Facility as of the Restatement Closing Date. The Incremental Term Loans in respect of any Incremental Term Facility shall not amortize more rapidly (iiidetermined on the basis of amortization as a percentage of the initial principal amount) whether such than the quarterly installments of Term A Loans. The Incremental Term Loans in respect of any Incremental Term Loan Commitments are to Facility shall rank equal in right of payment with the Loans, shall be Tranche A Commitments, Tranche B Commitments or commitments to make Term Loans with terms different from secured by the Tranche A Term Loans Collateral and Tranche B Term Loans ("OTHER TERM LOANS")shall be Guaranteed only by the Guarantors. (b) The Borrower may request additional Incremental Term Facilities from existing Lenders or new lenders that are Eligible Assignees. No Lender shall be obligated to provide any Incremental Term Loans unless it so agrees and the Borrower shall not be obligated to offer any existing Lender the opportunity to provide any Incremental Term Loans. Any Eligible Assignee or new lender agreeing to a Commitment in respect of an Incremental Term Facility shall, upon execution of a Joinder Agreement, become a Term Lender hereunder. Such Incremental Term Facility, and the terms thereof, shall be set forth in an Incremental Term Facility Supplement to this Agreement among the Borrower and the Lenders under the Incremental Term Facility (upon execution of an Incremental Term Facility Supplement any Eligible Assignee shall become a Term Lender hereunder). Schedule 1 to such Incremental Term Facility Supplement shall set forth the Incremental Term Commitments of each Incremental Term Lender shall execute and deliver to Loan Lender. (c) If Incremental Term Facilities are effected in accordance with this Section, the Administrative Agent an and the Borrower shall determine the effective date (the “Incremental Term Loan Assumption Agreement Effective Date”) and such other documentation as the Administrative Agent shall reasonably specify to evidence the Incremental Term Loan Commitment final allocation of such Incremental Term Lender. Each Incremental Term Loan Assumption Agreement shall specify the terms of the Incremental Term Loans to be made thereunder; PROVIDED that, without the prior written consent of the Required Lenders, (i) the interest rate spreads in respect of any Other Term Loans shall not exceed by more than 1/2 of 1% the Applicable Percentage for the Tranche B Term Loans, (ii) the final maturity date of any Other Term Loans shall be no earlier than the Tranche B Maturity Date and (iii) the average life to maturity of any Other Term Loans shall be no shorter than the average life to maturity of the Tranche B Term LoansFacility. The Administrative Agent shall promptly notify each Lender as the Borrower and the Lenders of the final allocation of such increase and the Incremental Effective Date. As a condition precedent to such increase, (i) the Borrower shall deliver to the effectiveness Administrative Agent a certificate of each Incremental Term Loan Assumption Agreement. Each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Term Loan Assumption Agreement, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms Party dated as of the Incremental Term Loan Commitment evidenced thereby. Effective Date (cin sufficient copies for each Lender) Notwithstanding the foregoing, no Incremental Term Loan Commitment shall become effective under this Section 2.25 unless (i) on the date signed by a Responsible Officer of such effectivenessLoan Party (A) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase and (B) in the case of the Borrower, certifying that the conditions to borrowing set forth in paragraphs (b) and (c) of Section 4.01 shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower4.03 are satisfied, and (ii) each Guarantor shall reaffirm its obligations under the Administrative Agent shall have received (with sufficient copies for each of the Incremental Term Lenders) legal opinions, board resolutions and an officer's certificate consistent with those delivered on the Closing Date under clauses (a)(i), (a)(ii), (c)(ii)(B) and (d) of Section 4.02Guaranty. (d) Each of the parties hereto hereby agrees that the Administrative Agent may take This Section shall supersede any and all action as may be reasonably necessary to ensure that all Incremental Term Loans (other than Other Term Loans), when originally made, are included provisions in each Borrowing of outstanding Tranche A Term Loans Section 2.13 or Tranche B Term Loans, as the case may be, on a pro rata basis. This may be accomplished at the discretion of the Administrative Agent by requiring each outstanding Eurodollar Tranche A Term Borrowing or Eurodollar Tranche B Term Borrowing, as the case may be, to be converted into an ABR Term Borrowing on the date of each Incremental Term Loan, or by allocating a portion of each Incremental Term Loan to each outstanding Eurodollar Tranche A Term Borrowing or Eurodollar Tranche B Term Borrowing, as the case may be, on a pro rata basis, even though as a result thereof such Incremental Term Loan may effectively have a shorter Interest Period than the Term Loans included in the Borrowing of which they are a part (and notwithstanding any other provision of this Agreement that would prohibit such an initial Interest Period). Any conversion of Eurodollar Term Loans to ABR Term Loans required by the preceding sentence shall be subject to Section 2.16. If any Incremental Term Loan is to be allocated to an existing Interest Period for a Eurodollar Term Borrowing then, subject to Section 2.07, the interest rate applicable to such Incremental Term Loan for the remainder of such Interest Period shall equal the Adjusted LIBO Rate for a period approximately equal 10.01 to the remainder of such Interest Period (as determined by the Administrative Agent two Business Days before the date such Incremental Term Loan is made) plus the Applicable Percentage. In addition, to the extent any Incremental Term Loans are the Tranche A Term Loans or Tranche B Term Loans, the scheduled amortization payments under Sections 2.11(a)(i) or 2.11(a)(ii), as the case may be, required to be made after the making of such Incremental Term Loans shall be ratably increased by the aggregate principal amount of such Incremental Term Loanscontrary.

Increase in Term Loan Commitments. (a) The Borrower may, by written notice to the Administrative Agent from time to timeAgent, request Incremental Term Loan Commitments in an amount not to exceed the Incremental Term Loan Amount from one or more Incremental Term Lenders, which may include any existing Lender; provided that each Incremental Term Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld)’ and provided further that, the decision to provide an Incremental Term Loan Commitment hereunder shall be at the sole discretion of each Lender. Such notice shall set forth (i) the amount of the Incremental Term Loan Commitments being requested (which shall be in minimum increments of $5,000,000 and a minimum amount of $10,000,000 or equal to the remaining Incremental Term Loan Amount), (ii) the date on which such Incremental Term Loan Commitments are requested to become effective (which shall not be less than 10 Business Days nor more than 60 days after the date of such notice), and (iii) whether such Incremental Term Loan Commitments are commitments to be Tranche A Commitments, Tranche B Commitments make additional Term Loans or commitments to make Term Loans term loans with terms different from the Tranche A Term Loans and Tranche B Term Loans ("OTHER TERM LOANS"“Other Term Loans”). (b) The Borrower and each Incremental Term Lender shall execute and deliver to the Administrative Agent an Incremental Term Loan Assumption Agreement and such other documentation as the Administrative Agent shall reasonably specify to evidence the Incremental Term Loan Commitment of such Incremental Term Lender. Each Incremental Term Loan Assumption Agreement shall specify the terms of the Incremental Term Loans to be made thereunder; PROVIDED provided that, without the prior written consent of the Required Lenders, (i) the interest rate spreads in respect of any Other Term Loans shall not exceed by more than 1/2 1/4 of 1% the Applicable Percentage for the Tranche B Term Loans, (ii) the final maturity date of any Other Term Loans shall be no earlier than the Tranche B Term Loan Maturity Date and (iii) the average life to maturity of any Other Term Loans shall be no shorter than the average life to maturity of the Tranche B Term Loans. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Incremental Term Loan Assumption Agreement. Each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Term Loan Assumption Agreement, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Incremental Term Loan Commitment evidenced thereby. (c) Notwithstanding the foregoing, no Incremental Term Loan Commitment shall become effective under this Section 2.25 unless (i) on the date of such effectiveness, the conditions set forth in paragraphs (b) and (c) of Section 4.01 shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the BorrowerOvernite, and (ii) the Administrative Agent shall have received (with sufficient copies for each of the Incremental Term Lenders) legal opinions, opinions and board resolutions and an officer's certificate consistent with those delivered on the Closing Date under clauses (a)(i), (a)(ii), (c)(ii)(Ba) and (dc)(ii)(B) of Section 4.02. (d) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all action as may be reasonably necessary to ensure that all Incremental Term Loans (other than Other Term Loans), when originally made, are included in each Borrowing of outstanding Tranche A Term Loans or Tranche B Term Loans, as the case may be, on a pro rata basis. This may be accomplished at the discretion of the Administrative Agent by requiring each outstanding Eurodollar Tranche A Term Borrowing or Eurodollar Tranche B Term Borrowing, as the case may be, to be converted into an ABR Term Borrowing on the date of each Incremental Term Loan, or by allocating a portion of each Incremental Term Loan to each outstanding Eurodollar Tranche A Term Borrowing or Eurodollar Tranche B Term Borrowing, as the case may be, on a pro rata basis, even though as a result thereof such Incremental Term Loan may effectively have a shorter Interest Period than the Term Loans included in the Borrowing of which they are a part (and notwithstanding any other provision of this Agreement that would prohibit such an initial Interest Period). Any conversion of Eurodollar Term Loans to ABR Term Loans required by the preceding sentence shall be subject to Section 2.16. If any Incremental Term Loan is to be allocated to an existing Interest Period for a Eurodollar Term Borrowing then, subject to Section 2.07, the interest rate applicable to such Incremental Term Loan for the remainder of such Interest Period shall equal the Adjusted LIBO Rate for a period approximately equal to the remainder of such Interest Period (as determined by the Administrative Agent two Business Days before the date such Incremental Term Loan is made) plus the Applicable Percentage. In addition, to the extent any Incremental Term Loans are the Tranche A Term Loans or Tranche B not Other Term Loans, the scheduled amortization payments under Sections Section 2.11(a)(i) or 2.11(a)(ii), as the case may be, required to be made after the making of such Incremental Term Loans shall be ratably increased by the aggregate principal amount of such Incremental Term Loans.

Increase in Term Loan Commitments. (a) The Borrower may, by written notice to the Administrative Agent from time to timeAgent, request Incremental Term Loan Commitments in an amount not to exceed the Incremental Term Loan Amount from one or more Incremental Term Lenders, which may include any existing Lender; provided that each Incremental Term Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld). Such notice shall set forth (i) the amount of the Incremental Term Loan Commitments being requested (which shall be in minimum increments of $5,000,000 and a minimum amount of $10,000,000 or equal to the remaining Incremental Term Loan Amount), (ii) the date on which such Incremental Term Loan Commitments are requested to become effective (which shall not be less than 10 Business Days nor more than 60 days after the date of such notice), and (iii) whether such Incremental Term Loan Commitments are commitments to be Tranche A Commitments, Tranche B Commitments make additional Term Loans or commitments to make Term Loans term loans with terms different from the Tranche A Term Loans and Tranche B Term Loans ("OTHER TERM LOANSOther Term Loans"). (b) The Borrower and each Incremental Term Lender shall execute and deliver to the Administrative Agent an Incremental Term Loan Assumption Agreement and such other documentation as the Administrative Agent shall reasonably specify to evidence the Incremental Term Loan Commitment of such Incremental Term Lender. Each Incremental Term Loan Assumption Agreement shall specify the terms of the Incremental Term Loans to be made thereunder; PROVIDED provided that, without the prior written consent of the Required Lenders, (i) the interest rate spreads in respect of any Other Term Loans shall not exceed by more than 1/2 1/4 of 1% the Applicable Percentage for the Tranche B Term Loans, (ii) the final maturity date of any Other Term Loans shall be no earlier than the Tranche B Term Loan Maturity Date and (iii) the average life to maturity of any Other Term Loans shall be no shorter than the average life to maturity of the Tranche B Term Loans. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Incremental Term Loan Assumption Agreement. Each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Term Loan Assumption Agreement, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Incremental Term Loan Commitment evidenced thereby. (c) Notwithstanding the foregoing, no Incremental Term Loan Commitment shall become effective under this Section 2.25 unless (i) on the date of such effectiveness, the conditions set forth in paragraphs (b) and (c) of Section 4.01 shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower, and (ii) the Administrative Agent shall have received (with sufficient copies for each of the Incremental Term Lenders) legal opinions, board resolutions and an officer's certificate consistent with those delivered on the Closing Date under clauses (a)(i), (a)(ii), (c)(ii)(B) and (d) of Section 4.02. (d) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all action as may be reasonably necessary to ensure that all Incremental Term Loans (other than Other Term Loans), when originally made, are included in each Borrowing of outstanding Tranche A Term Loans or Tranche B Term Loans, as the case may be, on a pro rata basis. This may be accomplished at the discretion of the Administrative Agent by requiring each outstanding Eurodollar Tranche A Term Borrowing or Eurodollar Tranche B Term Borrowing, as the case may be, to be converted into an ABR Term Borrowing on the date of each Incremental Term Loan, or by allocating a portion of each Incremental Term Loan to each outstanding Eurodollar Tranche A Term Borrowing or Eurodollar Tranche B Term Borrowing, as the case may be, on a pro rata basis, even though as a result thereof such Incremental Term Loan may effectively have a shorter Interest Period than the Term Loans included in the Borrowing of which they are a part (and notwithstanding any other provision of this Agreement that would prohibit such an initial Interest Period). Any conversion of Eurodollar Term Loans to ABR Term Loans required by the preceding sentence shall be subject to Section 2.16. If any Incremental Term Loan is to be allocated to an existing Interest Period for a Eurodollar Term Borrowing then, subject to Section 2.07, the interest rate applicable to such Incremental Term Loan for the remainder of such Interest Period shall equal the Adjusted LIBO Rate for a period approximately equal to the remainder of such Interest Period (as determined by the Administrative Agent two Business Days before the date such Incremental Term Loan is made) plus the Applicable Percentage. In addition, to the extent any Incremental Term Loans are the Tranche A Term Loans or Tranche B Term Loans, the scheduled amortization payments under Sections 2.11(a)(i) or 2.11(a)(ii), as the case may be, required to be made after the making of such Incremental Term Loans shall be ratably increased by the aggregate principal amount of such Incremental Term Loans.the

Increase in Term Loan Commitments. (a) The Borrower Borrowers may, by written notice to the Administrative Agent from time to time, request Incremental Term Loan Commitments in an amount not to exceed the Incremental Term Loan Amount from one or more Incremental Term Lenders, which may include any existing Lender; provided that each Incremental Term Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld). Such Each such notice shall set forth (i) the amount of the Incremental Term Loan Commitments being requested (which shall be in minimum increments of $5,000,000 and a minimum amount of $10,000,000 or equal to the remaining Incremental Term Loan Amount), (ii) the date on which such Incremental Term Loan Commitments are requested to become effective (which shall not be less than 10 Business Days nor more than 60 days after the date of such notice), and (iii) whether such Incremental Term Loan Commitments are to be Tranche A Commitments, Tranche B Commitments or commitments to make Term Loans or commitments to make term loans with economic terms (such as interest rates, maturities and amortization schedules) that are different from the Tranche A Term Loans and Tranche B Term Loans ("OTHER TERM LOANSOther Term Loans"). (b) The Borrower Borrowers and each Incremental Term Lender shall execute and deliver to the Administrative Agent an Incremental Term Loan Assumption Agreement and such other documentation as the Administrative Agent shall reasonably specify to evidence the Incremental Term Loan Commitment of such Incremental Term Lender. Each Incremental Term Loan Assumption Agreement shall specify the terms of the Incremental Term Loans to be made thereunder; PROVIDED provided, however, that, without the prior written consent of Lenders holding a majority in interest of the Required Lenders, (i) the interest rate spreads in respect outstanding Loans and Commitments of any Other Term Loans shall not exceed by more than 1/2 each adversely affected Class of 1% the Applicable Percentage for the Tranche B Term Loans, (iii) the final maturity date of any Other Term Loans shall be no earlier than the Tranche B Maturity Date and final maturity date of any other Class of Term Loans; (ii) if the Initial Yield on any Other Term Loans exceeds the Applicable Percentage then in effect for Eurodollar Term Loans of any Class, the final maturity date of such Other Terms Loans shall be no earlier than the date falling six months after the final maturity date of each such adversely affected Class; (iii) the average life to maturity of any Other Term Loans shall be no shorter than the average life to maturity of any other Class of Term Loans; (iv) if the Tranche B Initial Yield on any Other Term Loans exceeds the Applicable Percentage then in effect for Eurodollar Term Loans of any Class, the average life to maturity of such Other Term Loans shall be six months longer than the average life to maturity of each such adversely affected Class; and (v) if the Initial Yield on any Other Term Loans exceeds by more than 50 basis points (the amount of such excess above 50 basis points being referred to herein as the "Yield Differential") the Applicable Percentage then in effect for Eurodollar Term Loans of any Class, then each Applicable Percentage for each adversely affected Class of Term Loans shall automatically be increased by the Yield Differential, effective upon the making of the Other Term Loans. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Incremental Term Loan Assumption Agreement. Each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Term Loan Assumption Agreement, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Incremental Term Loan Commitment evidenced thereby. Any such deemed amendment may be memorialized in writing by the Administrative Agent with the Borrowers' consent (not to be unreasonably withheld) and furnished to the other parties hereto. (c) Notwithstanding the foregoing, no Incremental Term Loan Commitment shall become effective under this Section 2.25 2.24 unless (i) on the date of such effectiveness, the conditions set forth in paragraphs (b) and (c) of Section 4.01 shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the BorrowerBorrowers, and (ii) the Administrative Agent shall have received (with sufficient copies for each of the Incremental Term Lenders) legal opinions, board resolutions and an officer's certificate consistent with those delivered on the Closing Restatement Date under clauses paragraphs (a)(i), (a)(ii), (c)(ii)(Ba) and (dc) of Section 4.02. (d) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all action as may be reasonably necessary to ensure that all Incremental Term Loans (other than Other Term Loans), when originally made, are included in each Borrowing of outstanding Tranche A Term Loans or Tranche B Term Loans, as the case may be, on a pro rata basis. This may be accomplished at the discretion of the Administrative Agent by requiring each outstanding Eurodollar Tranche A Term Borrowing or Eurodollar Tranche B Term Borrowing, as the case may be, to be converted into an ABR Term Borrowing on the date of each Incremental Term Loan, or by allocating a portion of each Incremental Term Loan to each outstanding Eurodollar Tranche A Term Borrowing or Eurodollar Tranche B Term Borrowing, as the case may be, on a pro rata basis, even though as a result thereof such Incremental Term Loan may effectively have a shorter Interest Period than the Term Loans included in the Borrowing of which they are a part (and notwithstanding any other provision of this Agreement that would prohibit such an initial Interest Period). Any conversion of Eurodollar Term Loans to ABR Term Loans required by the preceding sentence shall be subject to Section 2.16. If any Incremental Term Loan is to be allocated to an existing Interest Period for a Eurodollar Term Borrowing then, subject to Section 2.07, the interest rate applicable to such Incremental Term Loan for the remainder of such Interest Period shall equal the Adjusted LIBO Rate for a period approximately equal to the remainder of such Interest Period (as determined by the Administrative Agent two Business Days before the date such Incremental Term Loan is made) plus the Applicable Percentage. In addition, to the extent any Incremental Term Loans are the Tranche A Term Loans or Tranche B not Other Term Loans, the scheduled amortization payments under Sections 2.11(a)(iSection 2.11(a) or 2.11(a)(ii), as the case may be, required to be made after the making of such Incremental Term Loans shall be ratably increased by to reflect the aggregate principal amount of such Incremental Term Loans. In such event, the Administrative Agent shall prepare and distribute to the Borrowers and the Lenders an updated amortization schedule which shall be conclusive absent manifest error.

Increase in Term Loan Commitments. (a) The Any Borrower may, by written notice to the Administrative Agent from time to time, request Incremental Term Loan Commitments in an amount not to exceed the Incremental Term Loan Amount from one or more Incremental Term Lendersfinancial institutions, which may include any existing Lender; provided that each Incremental Term Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld). Such notice shall set forth (i) the amount of the Incremental Term Loan Commitments being requested (which shall be in minimum increments of $5,000,000 1,000,000 and a minimum amount of $10,000,000 5,000,000 or equal to the remaining Incremental Term Loan Amount), (ii) the date on which Loans are to be made pursuant to such Incremental Term Loan Commitments are requested to become effective (which shall not be less than 10 Business Days nor or more than 60 days after the date of such notice), ) and (iii) whether such Incremental Term Loan Commitments are to be Tranche A Commitments, Tranche B Commitments commitments to make loans with terms identical to the Initial Term Loans or commitments to make Term Loans term loans with terms different from the Tranche A Term Loans and Tranche B Initial Term Loans ("OTHER TERM LOANS"“Other Term Loans”). (b) The applicable Borrower and each Incremental Term Lender shall execute and deliver to the Administrative Agent an Incremental Term Loan Assumption Agreement and such other documentation as the Administrative Agent shall reasonably specify to evidence the Incremental Term Loan Commitment of such Incremental Term Lender. Each Incremental Term Loan Assumption Agreement shall specify the terms of the Incremental Term Loans to be made thereunder; PROVIDED provided, however, that, without the prior written consent of Lenders holding a majority in interest of the Required Lenders, (i) the interest rate spreads in respect outstanding Loans and Commitments of any Other Term Loans shall not exceed by more than 1/2 each adversely affected Class of 1% the Applicable Percentage for the Tranche B Term Loans, (iii) the final maturity date of any Other Term Loans shall be no earlier than (x) the Tranche B Maturity Date final maturity date of any other Class of Term Loans and (iiiy) if the initial yield (determined as provided below) on such Other Term Loans exceeds the Applicable Percentage for Eurodollar Term Loans of any Class, the date falling six months after the final maturity date of each such adversely affected Class; (ii) the average life to maturity of any Other Term Loans shall be no shorter than (x) the average life to maturity of any other Class of Term Loans and (y) if the Tranche B Term Loans. The Administrative Agent shall promptly notify each Lender initial yield (determined as to the effectiveness of each Incremental Term Loan Assumption Agreement. Each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Term Loan Assumption Agreement, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Incremental Term Loan Commitment evidenced thereby. (c) Notwithstanding the foregoing, no Incremental Term Loan Commitment shall become effective under this Section 2.25 unless (iprovided below) on the date of such effectiveness, the conditions set forth in paragraphs (b) and (c) of Section 4.01 shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower, and (ii) the Administrative Agent shall have received (with sufficient copies for each of the Incremental Term Lenders) legal opinions, board resolutions and an officer's certificate consistent with those delivered on the Closing Date under clauses (a)(i), (a)(ii), (c)(ii)(B) and (d) of Section 4.02. (d) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all action as may be reasonably necessary to ensure that all Incremental Other Term Loans (other than Other Term Loans), when originally made, are included in each Borrowing of outstanding Tranche A Term Loans or Tranche B Term Loans, as exceeds the case may be, on a pro rata basis. This may be accomplished Applicable Percentage at the discretion of the Administrative Agent by requiring each outstanding Eurodollar Tranche A Term Borrowing or Eurodollar Tranche B Term Borrowing, as the case may be, to be converted into an ABR Term Borrowing on the date of each Incremental Term Loan, or by allocating a portion of each Incremental Term Loan to each outstanding Eurodollar Tranche A Term Borrowing or Eurodollar Tranche B Term Borrowing, as the case may be, on a pro rata basis, even though as a result thereof such Incremental Term Loan may effectively have a shorter Interest Period than the Term Loans included time in the Borrowing of which they are a part (and notwithstanding any other provision of this Agreement that would prohibit such an initial Interest Period). Any conversion of effect for Eurodollar Term Loans of any Class, six months longer than the average life to ABR Term Loans required by the preceding sentence shall be subject to Section 2.16. If any Incremental Term Loan is to be allocated to an existing Interest Period for a Eurodollar Term Borrowing then, subject to Section 2.07, the interest rate applicable to maturity of each such Incremental Term Loan for the remainder of such Interest Period shall equal the Adjusted LIBO Rate for a period approximately equal to the remainder of such Interest Period (as determined by the Administrative Agent two Business Days before the date such Incremental Term Loan is made) plus the Applicable Percentage. In addition, to the extent any Incremental Term Loans are the Tranche A Term Loans or Tranche B Term Loans, the scheduled amortization payments under Sections 2.11(a)(i) or 2.11(a)(ii), as the case may be, required to be made after the making of such Incremental Term Loans shall be ratably increased by the aggregate principal amount of such Incremental Term Loans.adversely affected Class; and

Increase in Term Loan Commitments. (a) The Borrower may, by written notice to the Administrative Agent from time to time, request Incremental Term Loan Commitments in an amount not to exceed the Incremental Term Loan Debt Amount from one or more Incremental Term Lenders, which may include any existing Lender; provided that each Incremental Term Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld). Such notice shall set forth (i) the amount of the Incremental Term Loan Commitments being requested (which shall be in minimum increments of $5,000,000 1,000,000 and a minimum amount of $10,000,000 5,000,000 or equal to the remaining Incremental Term Loan Debt Amount), (ii) the date on which such Incremental Term Loan Commitments are requested to become effective (which shall not be less than 10 Business Days nor more than 60 days after the date of such notice), ) and (iii) whether such Incremental Term Loan Commitments are to be Tranche A Commitments, Tranche B Term Loan Commitments or commitments to make Term Loans term loans with terms different from the Tranche A Term Loans and Tranche B Term Loans ("OTHER TERM LOANSOther Term Loans"). (b) The Borrower and each Incremental Term Lender shall execute and deliver to the Administrative Agent an Incremental Term Loan Assumption Agreement and such other documentation as the Administrative Agent shall reasonably specify to evidence the Incremental Term Loan Commitment of such Incremental Term Lender. Each Incremental Term Loan Assumption Agreement shall specify the terms of the Incremental Term Loans to be made thereunder; PROVIDED provided that, without the prior written consent of the Required Lenders, (i) the interest rate spreads in respect of any Other Term Loans shall not exceed by more than 1/2 of 1% the Applicable Percentage for the Tranche B Term Loans, (ii) the final maturity date of any Other Term Loans shall be no earlier than the Tranche B Term Loan Maturity Date and (iii) the average life to maturity of any Other Term Loans shall be no shorter than the average life to maturity of the Tranche B Term Loans. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Incremental Term Loan Assumption Agreement. Each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Term Loan Assumption Agreement, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Incremental Term Loan Commitment evidenced thereby. Any such deemed amendment may be memorialized in writing by the Administrative Agent with the Borrower's consent (not to be unreasonably withheld) and furnished to the other parties hereto. (c) Notwithstanding the foregoing, no Incremental Term Loan Commitment shall become effective under this Section 2.25 2.24 unless (i) on the date of such effectiveness, the conditions set forth in paragraphs (b) and (c) of Section 4.01 shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower, and (ii) the Administrative Agent shall have received (with sufficient copies for each of the Incremental Term Lenders) legal opinions, board resolutions and an officer's certificate other closing certificates and documentation consistent with those delivered on the Closing Date under clauses (a)(i), (a)(ii), (c)(ii)(B) Section 4.02 and (diii) the Leverage Ratio on such date, calculated on a Pro Forma Basis after giving effect to such Incremental Term Loan Commitment and the Loans to be made thereunder and the application of the proceeds therefrom as if made and applied on such date, shall be at least 0.25 to 1.0 less than the maximum Leverage Ratio permitted under Section 4.026.13 applicable at such time. (d) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all action as may be reasonably necessary to ensure that all Incremental Term Loans (other than Other Term Loans), when originally made, are included in each Borrowing of outstanding Tranche A Term Loans or Tranche B Term Loans, as the case may be, on a pro rata basis. This may be accomplished at the discretion of the Administrative Agent by requiring each outstanding Eurodollar Tranche A Term Borrowing or Eurodollar Tranche B Term Borrowing, as the case may be, to be converted into an ABR Term Borrowing on the date of each Incremental Term Loan, or by allocating a portion of each Incremental Term Loan to each outstanding Eurodollar Tranche A Term Borrowing or Eurodollar Tranche B Term Borrowing, as the case may be, on a pro rata basis, even though as a result thereof such Incremental Term Loan may effectively have a shorter Interest Period than the Term Loans included in the Borrowing of which they are a part (and notwithstanding any other provision of this Agreement that would prohibit such an initial Interest Period). Any conversion of Eurodollar Term Loans to ABR Term Loans required by made pursuant to the preceding sentence shall be subject to Section 2.16. If any Incremental Term Loan is to be allocated to an existing Interest Period for a Eurodollar Term Borrowing then, subject to Section 2.07, the interest rate applicable to such Incremental Term Loan for the remainder of such Interest Period shall equal the Adjusted LIBO Rate for a period approximately equal to the remainder of such Interest Period (as determined by the Administrative Agent two Business Days before the date such Incremental Term Loan is made) plus the Applicable Percentage. In addition, to the extent any Incremental Term Loans are the Tranche A Term Loans or Tranche B not Other Term Loans, the scheduled amortization payments under Sections 2.11(a)(i) or 2.11(a)(ii), as the case may be, required to be made after the making of such Incremental Term Loans shall be ratably increased by the aggregate principal amount of such Incremental Term Loans.

Increase in Term Loan Commitments. (a) The Borrower may, by written notice to the Administrative Agent from time to timeAgent, request Incremental Term Loan Commitments in an amount not to exceed the Incremental Term Loan Amount from one or more Incremental Term Lenders, Lenders (which may include any existing Lender) willing to provide such Incremental Term Loans in their own discretion; provided provided, that (i) before submitting any such request to a Person that is not a Lender, the Borrower shall first give each existing Lender the opportunity to provide such Incremental Term Loan Commitments (in which case, existing Lenders shall have no more than two (2) Business Days from the date of such notice to indicate whether they are willing to provide such Incremental Term Loans) and (ii) each Incremental Term Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld). Such notice shall set forth (i) the amount of the Incremental Term Loan Commitments being requested (which shall be in minimum increments of $5,000,000 and a minimum amount of $10,000,000 or equal to the remaining Incremental Term Loan Amount), (ii) the date on which such Incremental Term Loan Commitments are requested to become effective (which shall not be less than 10 Business Days nor more than 60 days after the date of such notice), ) and (iii) whether such Incremental Term Loan Commitments are to be Tranche A Commitments, Tranche B Term Loan Commitments or commitments to make Term Loans term loans with terms different from the Tranche A Term Loans and Tranche B Term Loans ("OTHER TERM LOANSOther Term Loans"). The Incremental Term Loans shall be made on a single borrowing date. (b) The Borrower and each Incremental Term Lender shall execute and deliver to the Administrative Agent an Incremental Term Loan Assumption Agreement and such other documentation as the Administrative Agent shall reasonably specify to evidence the Incremental Term Loan Commitment of such Incremental Term Lender. Each Incremental Term Loan Assumption Agreement shall specify the terms of the Incremental Term Loans to be made thereunder; PROVIDED provided, that, without the prior written consent of the Required Lenders, (i) the interest rate spreads in respect of any Other Term Loans shall not exceed by more than 1/2 of 1% the Applicable Percentage for the Tranche B Term Loans, (ii) the final maturity date of any Other Term Loans shall be no earlier than the Tranche B Term Loan Maturity Date and (iiiii) the average life to maturity of any Other Term Loans shall be no shorter than the average life to maturity of the Tranche B Term Loans and provided, further, that, if the interest rate margin in respect of any Other Term Loan would exceed the Applicable Percentage for the Term Loans by more than 1/2 of 1% (it being understood that any such increase may take the form of original issue discount ("OID"), with OID being equated to the interest rates in a manner determined by the Administrative Agent based on an assumed four-year life to maturity), the Applicable Percentage for the Term Loans shall be increased so that the interest rate margin in respect of such Other Term Loan (giving effect to any OID issued in connection with such Other Term Loan) is no more than 1/2 of 1% higher than the Applicable Percentage for the Term Loans. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Incremental Term Loan Assumption Agreement. Each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Term Loan Assumption Agreement, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Incremental Term Loan Commitment evidenced therebythereby as provided for in Section 9.8(b). Any such deemed amendment may be memorialized in writing by the Administrative Agent with the Borrower's consent (not to be unreasonably withheld) and furnished to the other parties hereto. (c) Notwithstanding the foregoing, no Incremental Term Loan Commitment shall become effective under this Section 2.25 2.23 unless (i) on the date of such effectiveness, the conditions set forth in paragraphs (b) and (c) of Section 4.01 4.1 shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower, and (ii) the Administrative Agent shall have received (with sufficient copies for each of the Incremental Term Lenders) legal opinions, board resolutions and an officer's certificate other closing certificates and documentation consistent with those delivered on the Closing Date under clauses (a)(i)Section 4.2, (a)(ii)iii) on the last day of the fiscal quarter immediately preceding the date of such effectiveness, the Pro Forma Leverage Ratio (after giving effect to such Incremental Term Loan Commitment and the Loans to be made thereunder and the application of the proceeds therefrom) is at least 0.25x to 1.0 less than the maximum Leverage Ratio permitted by Section 6.12 for such day, (c)(ii)(Biv) on the last day of the fiscal quarter immediately preceding the date of such effectiveness, the Pro Forma Senior Secured Leverage Ratio (after giving effect to such Incremental Term Loan Commitment and the Loans to be made thereunder and the application of the proceeds therefrom) is no greater than 2.5 to 1.0; and (dv) the Borrower would be in Pro Forma Compliance after giving effect to such Incremental Term Loan Commitment and the Loans to be made thereunder and the application of Section 4.02the proceeds therefrom as if made and applied on such date. (d) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all action as may be reasonably necessary to ensure that all Incremental Term Loans (other than Other Term Loans), when originally made, are included in each Borrowing of outstanding Tranche A Term Loans or Tranche B Term Loans, as the case may be, on a pro rata basis. This may be accomplished at the discretion of the Administrative Agent by requiring each outstanding Eurodollar Tranche A Term Borrowing or Eurodollar Tranche B Term Borrowing, as the case may be, to be converted into an ABR Term Borrowing on the date of each Incremental Term Loan, or by allocating a portion of each Incremental Term Loan to each outstanding Eurodollar Tranche A Term Borrowing or Eurodollar Tranche B Term Borrowing, as the case may be, on a pro rata basis, even though as a result thereof such Incremental Term Loan may effectively have a shorter Interest Period than and the Term Loans included in the Borrowing of which they are a part (and notwithstanding Borrower agrees that Section 2.15 shall apply to any other provision of this Agreement that would prohibit such an initial Interest Period). Any conversion of Eurodollar Term Loans to ABR Term Loans reasonably required by the preceding sentence shall be subject to Section 2.16. If any Incremental Term Loan is to be allocated to an existing Interest Period for a Eurodollar Term Borrowing then, subject to Section 2.07, the interest rate applicable to such Incremental Term Loan for the remainder of such Interest Period shall equal the Adjusted LIBO Rate for a period approximately equal to the remainder of such Interest Period (as determined by the Administrative Agent two Business Days before to effect the date such Incremental Term Loan is made) plus the Applicable Percentageforegoing. In addition, to the extent any Incremental Term Loans are the Tranche A Term Loans or Tranche B not Other Term Loans, the scheduled amortization payments under Sections 2.11(a)(i2.11(a) or 2.11(a)(ii), as the case may be, required to be made after the making of such Incremental Term Loans shall be ratably increased by the aggregate principal amount of such Incremental Term Loans.

Increase in Term Loan Commitments. (a) The Borrower may, by written notice to the Administrative Agent from time to timeAgent, request Incremental Term Loan Commitments in an amount not to exceed the Incremental Term Loan Amount from one or more Incremental Term Lenders, Lenders (which may include any existing Lender) willing to provide such Incremental Term Loans in their own discretion; provided provided, that (i) before submitting any such request to a Person that is not a Lender, the Borrower shall first give each existing Lender the opportunity to provide such Incremental Term Loan Commitments (in which case, existing Lenders shall have no more than two (2) Business Days from the date of such notice to indicate whether they are willing to provide such Incremental Term Loans) and (ii) each Incremental Term Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld). Such notice shall set forth (i) the amount of the Incremental Term Loan Commitments being requested (which shall be in minimum increments of $5,000,000 and a minimum amount of $10,000,000 or equal to the remaining Incremental Term Loan Amount), (ii) the date on which such Incremental Term Loan Commitments are requested to become effective (which shall not be less than 10 Business Days nor more than 60 days after the date of such notice), ) and (iii) whether such Incremental Term Loan Commitments are to be Tranche A Commitments, Tranche B Term Loan Commitments or commitments to make Term Loans term loans with terms different from the Tranche A Term Loans and Tranche B Term Loans ("OTHER TERM LOANS"). (b) The Borrower and each Incremental Term Lender shall execute and deliver to the Administrative Agent an Incremental Term Loan Assumption Agreement and such other documentation as the Administrative Agent shall reasonably specify to evidence the Incremental Term Loan Commitment of such Incremental Term Lender. Each Incremental Term Loan Assumption Agreement shall specify the terms of the Incremental Term Loans to be made thereunder; PROVIDED that, without the prior written consent of the Required Lenders, (i) the interest rate spreads in respect of any Other Term Loans shall not exceed by more than 1/2 of 1% the Applicable Percentage for the Tranche B Term Loans, (ii) the final maturity date of any Other Term Loans shall be no earlier than the Tranche B Maturity Date and (iii) the average life to maturity of any Other Term Loans shall be no shorter than the average life to maturity of the Tranche B Term Loans. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Incremental Term Loan Assumption Agreement. Each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Term Loan Assumption Agreement, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Incremental Term Loan Commitment evidenced thereby. (c) Notwithstanding the foregoing, no Incremental Term Loan Commitment shall become effective under this Section 2.25 unless (i) on the date of such effectiveness, the conditions set forth in paragraphs (b) and (c) of Section 4.01 shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower, and (ii) the Administrative Agent shall have received (with sufficient copies for each of the Incremental Term Lenders) legal opinions, board resolutions and an officer's certificate consistent with those delivered on the Closing Date under clauses (a)(i), (a)(ii), (c)(ii)(B) and (d) of Section 4.02. (d) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all action as may be reasonably necessary to ensure that all Incremental Term Loans (other than Other Term Loans), when originally made, are included in each Borrowing of outstanding Tranche A Term Loans or Tranche B Term Loans, as the case may be, on a pro rata basis. This may be accomplished at the discretion of the Administrative Agent by requiring each outstanding Eurodollar Tranche A Term Borrowing or Eurodollar Tranche B Term Borrowing, as the case may be, to be converted into an ABR Term Borrowing on the date of each Incremental Term Loan, or by allocating a portion of each Incremental Term Loan to each outstanding Eurodollar Tranche A Term Borrowing or Eurodollar Tranche B Term Borrowing, as the case may be, on a pro rata basis, even though as a result thereof such Incremental Term Loan may effectively have a shorter Interest Period than the Term Loans included in the Borrowing of which they are a part (and notwithstanding any other provision of this Agreement that would prohibit such an initial Interest Period"). Any conversion of Eurodollar Term Loans to ABR Term Loans required by the preceding sentence shall be subject to Section 2.16. If any Incremental Term Loan is to be allocated to an existing Interest Period for a Eurodollar Term Borrowing then, subject to Section 2.07, the interest rate applicable to such Incremental Term Loan for the remainder of such Interest Period shall equal the Adjusted LIBO Rate for a period approximately equal to the remainder of such Interest Period (as determined by the Administrative Agent two Business Days before the date such Incremental Term Loan is made) plus the Applicable Percentage. In addition, to the extent any Incremental Term Loans are the Tranche A Term Loans or Tranche B Term Loans, the scheduled amortization payments under Sections 2.11(a)(i) or 2.11(a)(ii), as the case may be, required to be made after the making of such The Incremental Term Loans shall be ratably increased by the aggregate principal amount of such Incremental Term Loansmade on a single borrowing date.

Increase in Term Loan Commitments. (a) The Borrower may, by written notice to the Administrative Agent at any time and from time to time, by notice to the Agent, request the addition of one or more new term loan facilities (each, an “Incremental Term Loan Facility”) or one or more increases in the Commitments under a Term Loan Facility existing at the time of such request (each, a “Commitment Increase”), to be effective as of a date (each, an “Increase Date”) as specified in the related notice to the Agent; provided, however, that (i) in no event after giving effect to the funding of any such Commitment Increase shall the Total Bank Exposure exceed $1,400,000,000, (ii) on the date of any request by the Borrower for a Commitment Increase and on the related Increase Date, the applicable conditions set forth in Section 3.02 and in clause (d) of this Section 2.17 shall be satisfied and (iii) if the request is for an amount not to exceed Incremental Term Loan Facility, such Incremental Term Loan Facility shall contain such other terms as may be agreed by the Borrower, the Agent and the Incremental Term Loan Amount from one or more Incremental Term LendersBanks, which may include any existing Lender; provided that each Incremental Term Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld). Such notice shall set forth (iA) the amount final scheduled maturity date of the Incremental Term Loan Commitments being requested (which Facility shall in no event be in minimum increments of $5,000,000 and a minimum amount of $10,000,000 or equal prior to the remaining Initial Term Loan Termination Date and (B) no Bank shall have any obligation to participate in any Incremental Term Loan Amount), (ii) the date on which such Incremental Term Loan Commitments are requested to become effective (which shall not be less than 10 Business Days nor more than 60 days after the date of such notice), and (iii) whether such Incremental Term Loan Commitments are to be Tranche A Commitments, Tranche B Commitments Facility or commitments to make Term Loans with terms different from the Tranche A Term Loans and Tranche B Term Loans ("OTHER TERM LOANS")any Commitment Increase. (b) The Borrower and each Incremental Term Lender Agent shall execute and deliver to promptly notify the Administrative Agent an Incremental Initial Term Loan Assumption Agreement and such other documentation as Banks of any request by the Administrative Agent Borrower for a Commitment Increase, which notice shall reasonably specify to evidence the Incremental Term Loan Commitment of such Incremental Term Lender. Each Incremental Term Loan Assumption Agreement shall specify the terms of the Incremental Term Loans to be made thereunder; PROVIDED that, without the prior written consent of the Required Lenders, include (i) the interest rate spreads in respect proposed amount of any Other Term Loans shall not exceed by more than 1/2 of 1% the Applicable Percentage for the Tranche B Term Loanssuch requested Commitment Increase, (ii) the final maturity date of any Other Term Loans shall be no earlier than the Tranche B Maturity proposed Increase Date and (iii) the average life date by which Initial Term Loan Banks wishing to maturity participate in the Commitment Increase must commit to an increase in the amount of any Other their respective Commitments (the “Increase Commitment Date”). Each Initial Term Loans shall be no shorter than Loan Bank that is willing to participate in the average life requested Commitment Increase shall, in its sole discretion, give written notice to maturity the Agent on or prior to the applicable Increase Commitment Date of the Tranche B Term Loans. The Administrative Agent shall promptly notify each Lender as amount by which it is willing either to the effectiveness of each Incremental increase its Initial Term Loan Assumption Agreement. Each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Term Loan Assumption Agreement, this Agreement shall be deemed amended Commitment or commit to the extent (but only to the extent) necessary to reflect the existence and terms of the Incremental Term Loan Facility. If the Initial Term Loan Banks notify the Agent that they are willing to participate in a Commitment evidenced therebyIncrease by an aggregate amount that exceeds the amount of the requested Commitment Increase, the requested Commitment Increase shall be allocated among the Initial Term Loan Banks willing to participate therein in such amounts as are agreed between the Borrower and the Agent. (c) Notwithstanding Promptly following the foregoingapplicable Increase Commitment Date, no the Agent shall notify the Borrower as to the amount, if any, by which the Initial Term Loan Banks are willing to participate in the requested Commitment Increase. If the aggregate amount by which the Initial Term Loan Banks are willing to participate in the requested Commitment Increase on any such Increase Date is less than the requested Commitment Increase, then the Borrower may extend offers to one or more Eligible Assignees to participate in any portion of the requested Commitment Increase that has not been committed to by the Initial Term Loan Banks as of the applicable Increase Commitment Date; provided, however, that the Initial Term Loan Commitment or Incremental Term Loan Commitment shall become effective under this Section 2.25 unless (i) on the date of such effectiveness, the conditions set forth in paragraphs (b) and (c) of Section 4.01 shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower, and (ii) the Administrative Agent shall have received (with sufficient copies for each of the Incremental Term Lenders) legal opinions, board resolutions and an officer's certificate consistent with those delivered on the Closing Date under clauses (a)(i), (a)(ii), (c)(ii)(B) and (d) of Section 4.02. (d) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all action as may be reasonably necessary to ensure that all Incremental Term Loans (other than Other Term Loans), when originally made, are included in each Borrowing of outstanding Tranche A Term Loans or Tranche B Term LoansCommitment, as the case may be, on of each such Eligible Assignee shall be in an amount equal to at least $1,000,000. (d) On the applicable Increase Date, each Eligible Assignee that accepts an offer to participate in a pro rata basis. This may be accomplished at the discretion requested Commitment Increase in accordance with Section 2.17(c) shall become a Bank party to this Agreement as of the Administrative Agent by requiring each outstanding Eurodollar Tranche A applicable Increase Date and the Initial Term Borrowing Loan Commitment or Eurodollar Tranche B the Incremental Term BorrowingLoan Commitment, as the case may be, to be converted into an ABR Term Borrowing on the date of each Incremental Initial Term Loan, Loan Bank participating in such Commitment Increase shall be so increased by such amount (or by allocating the amount allocated to such Initial Term Loan Bank pursuant to the last sentence of Section 2.17(b)) as of such Commitment Increase Date; provided, however, that the Agent shall have received on or before the applicable Increase Date the following, each dated such date: (i) (A) certified copies of resolutions of the Board of Directors (or a portion committee thereof) of the Loan Parties approving the applicable Commitment Increase and the corresponding modifications to this Agreement and (B) an opinion of counsel for each of the Loan Parties (which may be an opinion of in-house counsel), each in form and substance reasonably satisfactory to the Agent; (ii) an assumption agreement from each Eligible Assignee, if any, in form and substance satisfactory to the Borrower and the Agent (each an “Assumption Agreement”), duly executed by such Eligible Assignee, the Agent and the Borrower; and (iii) confirmation from each Initial Term Loan Bank of the increase in the amount of its Initial Term Loan Commitment or Incremental Term Loan to each outstanding Eurodollar Tranche A Term Borrowing or Eurodollar Tranche B Term BorrowingCommitment, as the case may be, on in a pro rata basiswriting satisfactory to the Borrower and the Agent. On the applicable Increase Date, even though as a result thereof such Incremental upon fulfillment of the conditions set forth in the immediately preceding sentence of this Section 2.17(d) and the conditions set forth in Section 3.02, (x) the Agent shall notify the Initial Term Loan may effectively have a shorter Interest Period than Banks and the Term Loans included in the Borrowing of which they are a part (and notwithstanding any other provision of this Agreement that would prohibit such an initial Interest Period). Any conversion of Eurodollar Term Loans to ABR Term Loans required by the preceding sentence shall be subject to Section 2.16. If any Incremental Additional Term Loan is Banks participating in such Commitment Increase and the Borrower, on or before 11:00 A.M. (New York City time), by telecopier or telex, of the occurrence of the applicable Commitment Increase to be allocated to an existing Interest Period for a Eurodollar Term Borrowing theneffected on the related Increase Date, subject to Section 2.07, the interest rate applicable to such Incremental (y) each Initial Term Loan for Bank participating in such Commitment Increase and each Additional Term Loan Bank participating in such Commitment Increase shall make a single advance to the remainder of such Interest Period shall equal the Adjusted LIBO Rate for a period approximately Borrower in an amount equal to its agreed commitment in respect of the remainder of Commitment Increase; provided that after taking into account such Interest Period (as determined by the Administrative Agent two Business Days before the date such Incremental Term Loan is made) plus the Applicable Percentage. In additionadvance, to the extent any Incremental Term Loans are the Tranche A Term Loans or Tranche B Term Loans, the scheduled amortization payments under Sections 2.11(a)(i) or 2.11(a)(ii), as the case may be, required to be made after the making of such Incremental Term Loans shall be ratably increased by the aggregate principal amount of the Term Loans of each such Incremental participating Term LoansLoan Bank shall not exceed such Term Loan Bank’s Total Term Loan Commitments and (z) the Agent shall record in the Register maintained by the Agent pursuant to Section 10.06(f) the relevant information with respect to each Initial Term Loan Bank and each Additional Term Loan Bank participating in such Commitment Increase on such date.

Increase in Term Loan Commitments. (a) The Borrower Polypore may, by written notice to the Administrative Agent from time to time, request Incremental Term Loan Commitments in an amount not to exceed the Incremental Term Loan Amount from one or more Incremental Term Lenders, Lenders (which may include any existing Lender) willing to provide such Incremental Term Loans in their own discretion; provided provided, that each Incremental Term Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld). Such notice shall set forth (i) the amount of the Incremental Term Loan Commitments being requested (which shall be in minimum increments of $5,000,000 1,000,000 and a minimum amount of $10,000,000 25,000,000 or equal to the remaining Incremental Term Loan Amount), (ii) the date on which such Incremental Term Loan Commitments are requested to become effective (which shall not be less than 10 Business Days nor more than 60 days after the date of such notice), ) and (iii) whether such Incremental Term Loan Commitments are to be Tranche A Commitments, Tranche B Term Loan Commitments or commitments to make Term Loans term loans with terms different from the Tranche A Term Loans and Tranche B Term Loans ("OTHER TERM LOANS"“Other Term Loans”). (b) The Borrower Polypore and each Incremental Term Lender shall execute and deliver to the Administrative Agent an Incremental Term Loan Assumption Agreement and such other documentation as the Administrative Agent shall reasonably specify to evidence the Incremental Term Loan Commitment of such Incremental Term Lender. Each Incremental Term Loan Assumption Agreement shall specify the terms of the Incremental Term Loans to be made thereunder; PROVIDED provided, that, without the prior written consent of the Required Lenders, (i) the interest rate spreads in respect of any Other Term Loans shall not exceed by more than 1/2 of 1% the Applicable Percentage for the Tranche B Term Loans, (ii) the final maturity date of any Other Term Loans shall be no earlier than the Tranche B Term Loan Maturity Date and Date, (iiiii) the average life to maturity of any Other Term Loans shall be no shorter than the average life to maturity of the Tranche B Term Loans, (iii) any Other Term Loans shall be denominated in Dollars and (iv) after giving pro forma effect to the incurrence thereof and any substantially concurrent use of proceeds thereof, the Senior Leverage Ratio determined as of the last day of the most recent fiscal quarter for which financial statements are available shall not exceed (x) 3.25 to 1.00 for any such fiscal quarter ending on or prior to June 30, 2008 or (y) 3.00 to 1.00 for any such fiscal quarter ending thereafter. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Incremental Term Loan Assumption Agreement. Each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Term Loan Assumption Agreement, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Incremental Term Loan Commitment evidenced therebythereby as provided for in Section 9.8(b). Any such deemed amendment may be memorialized in writing by the Administrative Agent with Polypore’s consent (not to be unreasonably withheld) and furnished to the other parties hereto. (c) Notwithstanding the foregoing, no Incremental Term Loan Commitment shall become effective under this Section 2.25 2.23 unless (i) on the date of such effectiveness, the conditions set forth in paragraphs (b) and (c) of Section 4.01 4.1 shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower, Polypore and (ii) the Administrative Agent shall have received (with sufficient copies for each of the Incremental Term Lenders) legal opinions, board resolutions and an officer's certificate other closing certificates and documentation consistent with those delivered on the Closing Restatement Effective Date under clauses (a)(i), (a)(ii), (c)(ii)(B) and (d) of Section 4.024.2. (d) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all action as may be reasonably necessary to ensure that all Incremental Term Loans (other than Other Term Loans), when originally made, are included in each Borrowing of outstanding Tranche A Term Loans or Tranche B Term Loans, as the case may be, on a pro rata basis. This may be accomplished at the discretion of the Administrative Agent by requiring each outstanding Eurodollar Tranche A Term Borrowing or Eurodollar Tranche B Term Borrowing, as the case may be, to be converted into an ABR Term Borrowing on the date of each Incremental Term Loan, or by allocating a portion of each Incremental Term Loan to each outstanding Eurodollar Tranche A Term Borrowing or Eurodollar Tranche B Term Borrowing, as the case may be, on a pro rata basis, even though as a result thereof such Incremental Term Loan may effectively have a shorter Interest Period than the Term Loans included in the Borrowing of which they are a part (and notwithstanding Polypore agrees that Section 2.15 shall apply to any other provision of this Agreement that would prohibit such an initial Interest Period). Any conversion of Eurodollar Eurocurrency Term Loans to ABR Term Loans reasonably required by the preceding sentence shall be subject to Section 2.16. If any Incremental Term Loan is to be allocated to an existing Interest Period for a Eurodollar Term Borrowing then, subject to Section 2.07, the interest rate applicable to such Incremental Term Loan for the remainder of such Interest Period shall equal the Adjusted LIBO Rate for a period approximately equal to the remainder of such Interest Period (as determined by the Administrative Agent two Business Days before to effect the date such Incremental Term Loan is made) plus the Applicable Percentageforegoing. In addition, to the extent any Incremental Term Loans are the Tranche A Term Loans or Tranche B not Other Term Loans, the scheduled amortization payments under Sections 2.11(a)(i2.11(a) or 2.11(a)(ii), as the case may be, required to be made after the making of such Incremental Term Loans shall be ratably increased by the aggregate principal amount of such Incremental Term Loans.

Increase in Term Loan Commitments. (a) The Borrower may, by written notice to the Administrative Agent from time to time, request Incremental Term Loan Commitments in an amount not to exceed the Incremental Term Loan Amount from one or more Incremental Term Lenders, which may include any existing Lender; provided that each Incremental Term Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld). Such notice shall set forth (i) the amount of the Incremental Term Loan Commitments being requested (which shall be in minimum increments of $5,000,000 and a minimum amount of $10,000,000 or equal to the remaining Incremental Term Loan Amount), (ii) the date on which such Incremental Term Loan Commitments are requested to become effective (which shall not be less than 10 Business Days nor more than 60 days after the date of such notice), and (iii) whether such Incremental Term Loan Commitments are to be Tranche A Commitments, Tranche B Term Loan Commitments or commitments to make Term Loans term loans with economic terms (such as interest rates, maturities and amortization schedules) that are different from the Tranche A Term Loans and Tranche B Term Loans ("OTHER TERM LOANS"). (b) The Borrower and each Incremental Term Lender shall execute and deliver to the Administrative Agent an Incremental Term Loan Assumption Agreement and such other documentation as the Administrative Agent shall reasonably specify to evidence the Incremental Term Loan Commitment of such Incremental Term Lender. Each Incremental Term Loan Assumption Agreement shall specify the terms of the Incremental Term Loans to be made thereunder; PROVIDED that, without the prior written consent of the Required Lenders, (i) the interest rate spreads in respect of any Other Term Loans shall not exceed by more than 1/2 of 1% the Applicable Percentage for the Tranche B Term Loans, (ii) the final maturity date of any Other Term Loans shall be no earlier than the Tranche B Term Loan Maturity Date and (iiiii) the average life to maturity of any Other Term Loans shall be no shorter than the average life to maturity of the Tranche B Term Loans. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Incremental Term Loan Assumption Agreement. Each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Term Loan Assumption Agreement, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Incremental Term Loan Commitment evidenced thereby. (c) Notwithstanding the foregoing, no Incremental Term Loan Commitment shall become effective under this Section 2.25 2.24 unless (i) on the date of such effectiveness, the conditions set forth in paragraphs (b) and (c) of Section 4.01 shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower, and (ii) the Administrative Agent shall have received (with sufficient copies for each of the Incremental Term Lenders) legal opinions, board resolutions and an officer's certificate consistent with those delivered on the Closing Date under clauses paragraphs (a)(i), (a)(ii), (c)(ii)(Ba) and (dc) of Section 4.02. (d) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all action as may be reasonably necessary to ensure that all Incremental Term Loans (other than Other Term Loans), when originally made, are included in each Borrowing of outstanding Tranche A Term Loans or Tranche B Term Loans, as the case may be, on a pro rata basis. This may be accomplished at the discretion of the Administrative Agent by requiring each outstanding Eurodollar Tranche A Term Borrowing or Eurodollar Tranche B Term Borrowing, as the case may be, to be converted into an ABR Term Borrowing on the date of each Incremental Term Loan, or by allocating a portion of each Incremental Term Loan to each outstanding Eurodollar Tranche A Term Borrowing or Eurodollar Tranche B Term Borrowing, as the case may be, on a pro rata basis, even though as a result thereof such Incremental Term Loan may effectively have a shorter Interest Period than the Term Loans included in the Borrowing of which they are a part (and notwithstanding any other provision of this Agreement that would prohibit such an initial Interest Period). Any conversion of Eurodollar Term Loans to ABR Term Loans required by the preceding sentence shall be subject to Section 2.16. If any Incremental Term Loan is to be allocated to an existing Interest Period for a Eurodollar Term Borrowing then, subject to Section 2.07, the interest rate applicable to such Incremental Term Loan for the remainder of such Interest Period shall equal the Adjusted LIBO Rate for a period approximately equal to the remainder of such Interest Period (as determined by the Administrative Agent two Business Days before the date such Incremental Term Loan is made) plus the Applicable Percentage. In addition, to the extent any Incremental Term Loans are the Tranche A Term Loans or Tranche B not Other Term Loans, the scheduled amortization payments under Sections 2.11(a)(iSection 2.11(a) or 2.11(a)(ii), as the case may be, required to be made after the making of such Incremental Term Loans shall be ratably increased by to reflect the aggregate principal amount of such Incremental Term Loans. In such event, the Administrative Agent shall prepare and distribute to the Borrower and the Lenders an updated amortization schedule which shall be conclusive absent manifest error." (n) Section 6.01 of the Credit Agreement is hereby amended as follows: (i) by deleting the amount "$1,000,000" set forth in subsection (j) and substituting therefor the amount "$1,500,000"; (ii) by deleting the word "and" at the end of subsection (k); (iii) by replacing the period at the end of subsection (l) with the words "; and"; and (iv) by inserting the following new subsection (m):

Increase in Term Loan Commitments. (a) The Borrower may, by written notice to the Administrative Agent from time to time, request Incremental Term Loan Commitments in an aggregate amount not to exceed the Incremental Term Loan Debt Amount from one or more Incremental Term Lenders, which may include any existing Lender; provided that each Incremental Term Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld). Such notice shall set forth (i) the amount of the Incremental Term Loan Commitments being requested (which shall be in minimum increments of $5,000,000 and a minimum amount of $10,000,000 5,000,000 and in increments of $1,000,000 in excess thereof (or equal to such lesser amount as shall be approved by the remaining Incremental Term Loan AmountAdministrative Agent)), (ii) the date on which such Incremental Term Loan Commitments are requested to become effective (which date shall be prior to March 15, 2010 and shall not be less than 10 Business Days nor more than 60 days after the date of such notice), ) and (iii) whether such Incremental Term Loan Commitments are to be Tranche A Commitments, Tranche B Term Loan Commitments or commitments to make Term Loans term loans with certain terms different from the Tranche A Term Loans and Tranche B Term Loans ("OTHER TERM LOANS"“Other Term Loans”), subject to the provisions herein. (b) The Borrower and each Incremental Term Lender shall execute and deliver to the Administrative Agent an Incremental Term Loan Assumption Agreement and such other documentation as the Administrative Agent shall reasonably specify to evidence the Incremental Term Loan Commitment of such Incremental Term Lender. Each Incremental Term Loan Assumption Agreement shall specify the terms of the Incremental Term Loans to be made thereunder; PROVIDED provided that, without the prior written consent of the Required Lenders, (i) the interest rate spreads in respect of any Other Term Loans shall not exceed by more than 1/2 of 1% the Applicable Percentage for the Tranche B Term Loans, (ii) the final maturity date of any Other Term Loans shall be no earlier than the Tranche B Term Loan Maturity Date and Date, (iiiii) the average life to maturity of any Other Term Loans shall be no shorter than the average life to maturity of the Tranche B Term Loans, (iii) any Other Term Loans shall rank pari passu in right of payment and of security with the Term Loans, (iv) any Other Term Loans shall have such pricing as may be agreed by the Borrower and the Persons providing such Other Term Loans (provided that, to the extent that any yield (taking into account, among other things, the interest rate spreads in respect of such Other Term Loans, any upfront fees paid to the Persons providing such Other Term Loans and any prepayment fees or penalties payable in respect of prepayments of such Other Term Loans) with respect to such Other Term Loans shall be greater than the yield with respect to the Term Loans at the time the applicable Incremental Term Loan Assumption Agreement is executed and delivered plus 0.25% per annum, the yield of the Term Loans shall be automatically increased (and/or fees shall be paid to the Lenders, as applicable) so as to eliminated such difference) and (v) any Other Term Loans shall otherwise be treated hereunder substantially the same as (and in any event no more favorably than) the Term Loans. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Incremental Term Loan Assumption Agreement. Each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Term Loan Assumption Agreement, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and the terms of the Incremental Term Loan Commitment evidenced thereby; provided that any Incremental Term Loan Assumption Agreement may, without the consent of any Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.24. Any such deemed amendment may be memorialized in writing by the Administrative Agent with the Borrower’s consent (not to be unreasonably withheld) and furnished to the other parties hereto. (c) Notwithstanding the foregoing, no Incremental Term Loan Commitment shall become effective under this Section 2.25 2.24 unless (i) on the date of such effectiveness, the conditions set forth in paragraphs (b) and (c) of Section 4.01 shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower, and (ii) the Administrative Agent shall have received (with sufficient copies for each of the Incremental Term Lenders) legal opinions, board resolutions and an officer's certificate other closing certificates and documentation consistent with those delivered on the Closing Date under clauses paragraphs (a)(i), (a)(ii), (c)(ii)(Ba) and (db) of Section 4.02, as well as any other applicable documents reasonably required by the Administrative Agent in connection with any such transaction, (iii) on such date, and after giving effect to the Borrowing of Incremental Term Loans contemplated thereby and the use of the proceeds therefrom as if made and applied on such date, the Borrower shall be in pro forma compliance with each of the covenants contained in Sections 6.11, 6.12 and 6.13 as of the most recently ended fiscal quarter, and (iv) no Default or Event of Default shall exist on such date before or after giving effect to such Incremental Term Loan Commitments and the Borrowing of Incremental Term Loans contemplated thereby and the use of the proceeds therefrom as if made and applied on such date. (d) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all action actions as may be reasonably necessary to ensure that all Incremental Term Loans (other than Other Term Loans), when originally made, are included in each Borrowing of outstanding Tranche A Term Loans or Tranche B Term Loans, as the case may be, on a pro rata basis. This may be accomplished at the discretion of the Administrative Agent by requiring each outstanding Eurodollar Tranche A Term Borrowing or Eurodollar Tranche B Term Borrowing, as the case may be, to be converted into an ABR Term Borrowing on the date of each Incremental Term Loan, or by allocating a portion of each Incremental Term Loan to each outstanding Eurodollar Tranche A Term Borrowing or Eurodollar Tranche B Term Borrowing, as the case may be, on a pro rata basis, even though as a result thereof such Incremental Term Loan may effectively have a shorter Interest Period than the Term Loans included in the Borrowing of which they are a part (and notwithstanding any other provision of this Agreement that would prohibit such an initial Interest Period). Any conversion of Eurodollar Term Loans to ABR Term Loans required by made pursuant to the immediately preceding sentence shall be subject to Section 2.16. If any Incremental Term Loan is to be allocated to an existing Interest Period for a Eurodollar Term Borrowing Borrowing, then, subject to Section 2.07, the interest rate applicable to such Incremental Term Loan for the remainder of such Interest Period shall equal the Adjusted LIBO Rate for a period approximately equal to the remainder of such Interest Period (as determined by the Administrative Agent two Business Days before the date such Incremental Term Loan is made) plus the Applicable PercentageMargin. In addition, to the extent any Incremental Term Loans are the Tranche A Term Loans or Tranche B not Other Term Loans, the scheduled amortization payments under Sections 2.11(a)(iSection 2.11(a) or 2.11(a)(ii), as the case may be, required to be made after the making of such any Incremental Term Loans shall be ratably increased by the aggregate principal amount of such Incremental Term Loans.

Increase in Term Loan Commitments. (a) The Borrower maySo long as no Default has occurred and is continuing and no Default would result therefrom, by written upon notice to the Administrative Agent (which shall promptly notify all of the Lenders), the Borrower may from time to time, request the addition of one or more new term loan facilities (each an “Incremental Term Loan Facility”) or one or more increases in the Term Commitments under a Term Facility existing at the time of such request, including the Term B Facility (each such request for an Incremental Term Facility or an increase in Term Commitments being a “Term Commitment Increase”) in an aggregate amount not to exceed the Incremental Term Loan Amount from one or more Incremental Term Lenders, which may include any existing LenderCommitment Increase Availability; provided that each Incremental Term Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld). Such notice shall set forth (i) the amount of the any such request for Incremental Term Loan Commitments being requested (which shall be in minimum increments of $5,000,000 and a minimum amount of $10,000,000 or equal to the remaining Incremental Term Loan Amount), 50,000,000 and (ii) the Borrower may make a maximum of three such requests. At the time of sending such notice, the Borrower (in consultation with the Administrative Agent) shall specify: (A) The time period within which each Lender is requested to respond, which shall in no event be less than ten Business Days from the date on which of delivery of such notice to the Lenders, (B) If the request is for an Incremental Term Facility, the requested Maturity Date for such Incremental Term Loan Commitments are requested to become effective (Facility, which shall not be less than 10 Business Days nor more than 60 days after prior to the date Maturity Date in respect of such notice)the Term B Facility, (C) If the request is for an Incremental Term Facility, and (iii) whether the requested amortization schedule for such Incremental Term Loan Loans, which shall not amortize more rapidly on a dollar basis than the Term B Loans, (D) If the request is for an Incremental Term Facility, the requested Applicable Rate for such Incremental Term Loans, which shall not have an Applicable Rate or the weighted average yield (as determined by the Administrative Agent and including all up front fees, original issue discount or similar fees payable to all of the Lenders under such Incremental Term Facility, but shall exclude all arrangement, structuring, underwriting or similar fees not shared with such Lenders) more than 0.50% higher than the Applicable Rate or weighted average yield for the Term B Loans, and (E) If the request is for an Incremental Term Facility, any scheduled reduction of Incremental Term Commitments are to be Tranche A Commitments, Tranche B Commitments or commitments to make for such Incremental Term Loans with terms different from the Tranche A Term Loans and Tranche B Term Loans ("OTHER TERM LOANS")Facility. (b) Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to participate (which it may determine in its sole discretion) in such Incremental Term Facility and, if so, by what amount. Any Lender not responding within such time period shall be deemed to have declined to participate. The Administrative Agent shall notify the Borrower and each Lender of the Lenders’ responses to each request made hereunder. In the event that insufficient Incremental Term Commitments are received, the Borrower may request additional Incremental Term Commitments from new lenders that are Eligible Assignees and also may reduce the amount of such requested Incremental Term Commitments so long as such reduced amount is not less than the minimum amount. Any Eligible Assignee agreeing to a Commitment in respect of an existing Term Facility shall, upon execution of a Joinder Agreement, become a Term Lender hereunder. Such Incremental Term Facility, and the terms thereof, shall execute be set forth in an Incremental Term Facility Supplement to this Agreement among the Borrower and deliver the Lenders under the Incremental Term Facility (upon execution of an Incremental Term Facility Supplement any Eligible Assignee shall become a Term Lender hereunder). Schedule I to such Incremental Term Facility Supplement shall set forth the Incremental Term Commitments of each Term Lender. (c) If Incremental Term Commitments are effected in accordance with this Section, the Administrative Agent an and the Borrower shall determine the effective date (the “Incremental Term Loan Assumption Agreement Effective Date”) and such other documentation as the Administrative Agent shall reasonably specify to evidence the Incremental Term Loan Commitment final allocation of such Incremental Term Lender. Each Incremental Term Loan Assumption Agreement shall specify the terms of the Incremental Term Loans to be made thereunder; PROVIDED that, without the prior written consent of the Required Lenders, (i) the interest rate spreads in respect of any Other Term Loans shall not exceed by more than 1/2 of 1% the Applicable Percentage for the Tranche B Term Loans, (ii) the final maturity date of any Other Term Loans shall be no earlier than the Tranche B Maturity Date and (iii) the average life to maturity of any Other Term Loans shall be no shorter than the average life to maturity of the Tranche B Term LoansFacility. The Administrative Agent shall promptly notify each Lender as the Borrower and the Lenders of the final allocation of such increase and the Incremental Effective Date. As a condition precedent to such increase, (i) the Borrower shall deliver to the effectiveness Administrative Agent a certificate of each Incremental Term Loan Assumption Agreement. Each Party dated as of the parties hereto hereby agrees Incremental Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (A) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (B) in the case of the Borrower, certifying that, upon before and after giving effect to such increase, (x) the effectiveness representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of any the Incremental Term Loan Assumption AgreementEffective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Agreement Section 2.15, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed amended to refer to the extent most recent statements furnished pursuant to subsections (but only to the extent) necessary to reflect the existence and terms of the Incremental Term Loan Commitment evidenced thereby. (c) Notwithstanding the foregoing, no Incremental Term Loan Commitment shall become effective under this Section 2.25 unless (i) on the date of such effectiveness, the conditions set forth in paragraphs (ba) and (c) b), respectively, of Section 4.01 shall be satisfied 6.01, and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower(y) no Default exists, and (ii) each Guarantor shall reaffirm its obligations under the Administrative Agent shall have received (with sufficient copies for each of the Incremental Term Lenders) legal opinions, board resolutions and an officer's certificate consistent with those delivered on the Closing Date under clauses (a)(i), (a)(ii), (c)(ii)(B) and (d) of Section 4.02Guaranty. (d) Each of the parties hereto hereby agrees that the Administrative Agent may take This Section shall supersede any and all action as may be reasonably necessary to ensure that all Incremental Term Loans (other than Other Term Loans), when originally made, are included provisions in each Borrowing of outstanding Tranche A Term Loans or Tranche B Term Loans, as the case may be, on a pro rata basis. This may be accomplished at the discretion of the Administrative Agent by requiring each outstanding Eurodollar Tranche A Term Borrowing or Eurodollar Tranche B Term Borrowing, as the case may be, to be converted into an ABR Term Borrowing on the date of each Incremental Term Loan, or by allocating a portion of each Incremental Term Loan to each outstanding Eurodollar Tranche A Term Borrowing or Eurodollar Tranche B Term Borrowing, as the case may be, on a pro rata basis, even though as a result thereof such Incremental Term Loan may effectively have a shorter Interest Period than the Term Loans included in the Borrowing of which they are a part (and notwithstanding any other provision of this Agreement that would prohibit such an initial Interest Period). Any conversion of Eurodollar Term Loans to ABR Term Loans required by the preceding sentence shall be subject to Section 2.16. If any Incremental Term Loan is to be allocated to an existing Interest Period for a Eurodollar Term Borrowing then, subject to Section 2.07, the interest rate applicable to such Incremental Term Loan for the remainder of such Interest Period shall equal the Adjusted LIBO Rate for a period approximately equal 10.01 to the remainder of such Interest Period (as determined by the Administrative Agent two Business Days before the date such Incremental Term Loan is made) plus the Applicable Percentage. In addition, to the extent any Incremental Term Loans are the Tranche A Term Loans or Tranche B Term Loans, the scheduled amortization payments under Sections 2.11(a)(i) or 2.11(a)(ii), as the case may be, required to be made after the making of such Incremental Term Loans shall be ratably increased by the aggregate principal amount of such Incremental Term Loanscontrary.

Increase in Term Loan Commitments. 1.1.1 Borrower Representative, on behalf of Xxxxxxxxx, may request an increase in Term Loan Commitments from existing Term Lenders from time to time upon not less than 15 days’ notice to Administrative Agent, as long as (a) The Borrower maythe requested increase or new tranche is offered on the same terms as the existing Term Loan Commitments, by written notice except for a closing fee to the be agreed upon between Administrative Agent from time to timein its discretion and Borrowers, request Incremental and such new Term Loan Commitments in an amount not shall be available at any time prior to exceed the Incremental Term Loan Amount from one Maturity Date, (b) total increases under this Section 2.7 do not exceed $50,000,000, (c) such Term Loan is issued in connection with such increase or more Incremental Term Lendersnew tranche are utilized in accordance with Section 10.6, which may include any existing Lender; provided that each Incremental Term Lender, if not already a Lender hereunder, shall be subject to the approval (d) as of the Administrative Agent (which approval shall not be unreasonably withheld). Such notice shall set forth (i) the amount last day of the Incremental Term Loan Commitments being requested most recent calendar month for which financial statements have been (which shall be in minimum increments or were required to be) delivered hereunder and calculated on a pro forma basis, the Total Leverage Ratio of $5,000,000 and a minimum amount of $10,000,000 or equal to the remaining Incremental Term Loan Amount)Consolidated Group was no greater than 3.50:1.00, (iie) such increase is permitted under the date on which such Incremental Term Second Lien Loan Commitments are requested to become effective (which shall not be less than 10 Business Days nor more than 60 days after the date of such notice)Documents, and (iiif) whether Administrative Agent consents, in its discretion, to such increase at the time of the request thereof. Such Term Loans extended pursuant to this Section 2.7 shall be referred to as “Incremental Term Loan Commitments are to be Tranche A Commitments, Tranche B Commitments or commitments to make Term Loans with terms different from the Tranche A Term Loans and Tranche B Term Loans ("OTHER TERM LOANS")Loans”. (b) The Borrower and each Incremental Term Lender shall execute and deliver to the Administrative Agent an Incremental Term Loan Assumption Agreement and such other documentation as the Administrative Agent shall reasonably specify to evidence the Incremental Term Loan Commitment of such Incremental Term Lender. Each Incremental Term Loan Assumption Agreement shall specify the terms 1.1.2 Upon satisfaction of the Incremental Term Loans to be made thereunder; PROVIDED thatcriteria set forth in Section 2.7.1, without the prior written consent of the Required Lenders, (i) the interest rate spreads in respect of any Other Term Loans shall not exceed by more than 1/2 of 1% the Applicable Percentage for the Tranche B Term Loans, (ii) the final maturity date of any Other Term Loans shall be no earlier than the Tranche B Maturity Date and (iii) the average life to maturity of any Other Term Loans shall be no shorter than the average life to maturity of the Tranche B Term Loans. The Administrative Agent shall promptly notify Term Lenders of the requested increase and, within 2 Business Days thereafter, each Term Lender as shall notify Administrative Agent if and to the effectiveness of each Incremental what extent such Term Lender commits to increase its Term Loan Assumption AgreementCommitment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Any Term Loan Assumption Agreement, this Agreement Lender not responding within such period shall be deemed amended to have declined an increase. Administrative Agent may allocate, in its discretion, the extent (but only to the extent) necessary to reflect the existence and terms of the Incremental increased Term Loan Commitment evidenced thereby. (c) Notwithstanding the foregoing, no Incremental Commitments among committing Xxxx Xxxxxxx. Total Term Loan Commitment Commitments shall become effective under this Section 2.25 unless be increased by the requested amount (ior such lesser amount committed) on the a date of such effectiveness, agreed upon by Administrative Agent and Borrower Representative; provided that the conditions set forth in paragraphs (b) Sections 12.2 and (c) 12.3 are satisfied at such time. Administrative Agent, Borrowers, and the existing Term Lenders making new Term Loans shall execute and deliver such customary documents and agreements as Administrative Agent deems reasonably appropriate to evidence the increase in and allocations of Section 4.01 Term Loan Commitments. On the effective date of an increase, the outstanding Term Loans and other exposures under the Term Loan Commitments shall be satisfied reallocated among Term Lenders, and settled by Administrative Agent as necessary, in accordance with Term Lenders’ adjusted shares of such Term Loan Commitments. 1.1.3 Commitments in respect of Incremental Term Loans shall become Commitments under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Loan Parties, each Lender agreeing to provide such Commitment, and the Administrative Agent shall have received a certificate Agent. The Incremental Amendment may, without the consent of any other Lenders, effect such amendments to that effect dated such date this Agreement and executed by a Financial Officer of the Borrower, and (ii) the Administrative Agent shall have received (with sufficient copies for each of the Incremental Term Lenders) legal opinions, board resolutions and an officer's certificate consistent with those delivered on the Closing Date under clauses (a)(i), (a)(ii), (c)(ii)(B) and (d) of Section 4.02. (d) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all action other Loan Documents as may be reasonably necessary to ensure that all Incremental Term Loans (other than Other Term Loans)or appropriate, when originally made, are included in each Borrowing of outstanding Tranche A Term Loans or Tranche B Term Loans, as the case may be, on a pro rata basis. This may be accomplished at the discretion reasonable opinion of the Administrative Agent by requiring each outstanding Eurodollar Tranche A Term Borrowing or Eurodollar Tranche B Term Borrowing, as and the case may beBorrower, to be converted into an ABR Term Borrowing on effect the date provisions of each Incremental Term Loanthis Section 2.7 (including, without limitation, to preserve “fungibility” or by allocating a portion to add premiums in respect of each Incremental Term Loan to each outstanding Eurodollar Tranche A Term Borrowing or Eurodollar Tranche B Term Borrowing, as the case may be, on a pro rata basis, even though as a result thereof such Incremental Term Loan may effectively have a shorter Interest Period than the existing Term Loans included in the Borrowing of which they are a part (and notwithstanding any other provision of this Agreement that would prohibit such connection with an initial Interest Period). Any conversion of Eurodollar Term Loans to ABR Term Loans required by the preceding sentence shall be subject to Section 2.16. If any Incremental Term Loan is to be allocated to an existing Interest Period for a Eurodollar Term Borrowing then, subject to Section 2.07, the interest rate applicable increase to such Incremental Term Loan for the remainder of such Interest Period shall equal the Adjusted LIBO Rate for a period approximately equal to the remainder of such Interest Period (as determined by the Administrative Agent two Business Days before the date such Incremental Term Loan is made) plus the Applicable Percentage. In addition, to the extent any Incremental Term Loans are the Tranche A Term Loans or Tranche B Term Loans, the scheduled amortization payments under Sections 2.11(a)(i) or 2.11(a)(ii), as the case may be, required to be made after the making of such Incremental Term Loans shall be ratably increased by the aggregate principal amount of such Incremental Term Loans.

Increase in Term Loan Commitments. (a) The Borrower maySo long as no Default has occurred and is continuing and no Default would result therefrom, by written upon notice to the Administrative Agent (which shall promptly notify all of the Lenders), the Borrower may from time to time, request Incremental Term Loan Commitments in an amount not to exceed the Incremental Term Loan Amount from addition of one or more new term loan facilities (each an “Incremental Term Lenders, which may include any Facility”) or one or more increases in the Term Commitments under a Term Facility existing Lenderat the time of such request (each such request for an Incremental Term Facility or an increase in Term Commitments being a “Term Commitment Increase”); provided that each Incremental Term Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld). Such notice shall set forth (i) the amount of the any such request for Incremental Term Loan Commitments being requested (which shall be in minimum increments of $5,000,000 and a minimum amount of $10,000,000 or equal to the remaining Incremental Term Loan Amount)50,000,000, (ii) the Borrower may make a maximum of three such requests and (iii) after giving effect to any such Term Commitment Increase, the aggregate amount of the Revolving Credit Commitments and the Term Facilities shall not exceed $1,350,000,000 at any time. At the time of sending such notice, the Borrower (in consultation with the Administrative Agent) shall specify: (A) The time period within which each Lender is requested to respond, which shall in no event be less than ten Business Days from the date on which of delivery of such notice to the Lenders, (B) If the request is for an Incremental Term Facility, the requested Maturity Date for such Incremental Term Loan Commitments are requested to become effective (Facility, which shall not be less than 10 Business Days nor more than 60 days prior to six months after the date Maturity Date in respect of such notice)the Term A Facility, (C) If the request is for an Incremental Term Facility, and (iii) whether the requested amortization schedule for such Incremental Term Loan Loans, which shall not amortize more rapidly (determined on the basis of amortization as a percentage of the initial principal amount) than quarterly installments of Term A Loans, and (D) If the request is for an Incremental Term Facility, any scheduled reduction of Incremental Term Commitments are to be Tranche A Commitments, Tranche B Commitments or commitments to make for such Incremental Term Loans with terms different from the Tranche A Term Loans and Tranche B Term Loans ("OTHER TERM LOANS")Facility. (b) Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to participate (which it may determine in its sole discretion) in such Incremental Term Facility and, if so, by what amount. Any Lender not responding within such time period shall be deemed to have declined to participate. The Administrative Agent shall notify the Borrower and each Lender of the Lenders’ responses to each request made hereunder. In the event that insufficient Incremental Term Commitments are received, the Borrower may request additional Incremental Term Commitments from new lenders that are Eligible Assignees and also may reduce the amount of such requested Incremental Term Commitments so long as such reduced amount is not less than the minimum amount. Any Eligible Assignee agreeing to a Commitment in respect of an existing Term Facility shall, upon execution of a Joinder Agreement, become a Term Lender hereunder. Such Incremental Term Facility, and the terms thereof, shall execute be set forth in an Incremental Term Facility Supplement to this Agreement among the Borrower and deliver the Lenders under the Incremental Term Facility (upon execution of an Incremental Term Facility Supplement any Eligible Assignee shall become a Term Lender hereunder). Schedule 1 to such Incremental Term Facility Supplement shall set forth the Incremental Term Commitments of each Term Lender. (c) If Incremental Term Commitments are effected in accordance with this Section, the Administrative Agent an and the Borrower shall determine the effective date (the “Incremental Term Loan Assumption Agreement Effective Date”) and such other documentation as the Administrative Agent shall reasonably specify to evidence the Incremental Term Loan Commitment final allocation of such Incremental Term Lender. Each Incremental Term Loan Assumption Agreement shall specify the terms of the Incremental Term Loans to be made thereunder; PROVIDED that, without the prior written consent of the Required Lenders, (i) the interest rate spreads in respect of any Other Term Loans shall not exceed by more than 1/2 of 1% the Applicable Percentage for the Tranche B Term Loans, (ii) the final maturity date of any Other Term Loans shall be no earlier than the Tranche B Maturity Date and (iii) the average life to maturity of any Other Term Loans shall be no shorter than the average life to maturity of the Tranche B Term LoansFacility. The Administrative Agent shall promptly notify each Lender as the Borrower and the Lenders of the final allocation of such increase and the Incremental Effective Date. As a condition precedent to such increase, (i) the Borrower shall deliver to the effectiveness Administrative Agent a certificate of each Incremental Term Loan Assumption Agreement. Each Party dated as of the parties hereto hereby agrees Incremental Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (A) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (B) in the case of the Borrower, certifying that, upon before and after giving effect to such increase, (x) the effectiveness representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of any the Incremental Term Loan Assumption AgreementEffective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Agreement Section 2.15, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed amended to refer to the extent most recent statements furnished pursuant to subsections (but only to the extent) necessary to reflect the existence and terms of the Incremental Term Loan Commitment evidenced thereby. (c) Notwithstanding the foregoing, no Incremental Term Loan Commitment shall become effective under this Section 2.25 unless (i) on the date of such effectiveness, the conditions set forth in paragraphs (ba) and (c) b), respectively, of Section 4.01 shall be satisfied 6.01, and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower(y) no Default exists, and (ii) each Guarantor shall reaffirm its obligations under the Administrative Agent shall have received (with sufficient copies for each of the Incremental Term Lenders) legal opinions, board resolutions and an officer's certificate consistent with those delivered on the Closing Date under clauses (a)(i), (a)(ii), (c)(ii)(B) and (d) of Section 4.02Guaranty. (d) Each of the parties hereto hereby agrees that the Administrative Agent may take This Section shall supersede any and all action as may be reasonably necessary to ensure that all Incremental Term Loans (other than Other Term Loans), when originally made, are included provisions in each Borrowing of outstanding Tranche A Term Loans or Tranche B Term Loans, as the case may be, on a pro rata basis. This may be accomplished at the discretion of the Administrative Agent by requiring each outstanding Eurodollar Tranche A Term Borrowing or Eurodollar Tranche B Term Borrowing, as the case may be, to be converted into an ABR Term Borrowing on the date of each Incremental Term Loan, or by allocating a portion of each Incremental Term Loan to each outstanding Eurodollar Tranche A Term Borrowing or Eurodollar Tranche B Term Borrowing, as the case may be, on a pro rata basis, even though as a result thereof such Incremental Term Loan may effectively have a shorter Interest Period than the Term Loans included in the Borrowing of which they are a part (and notwithstanding any other provision of this Agreement that would prohibit such an initial Interest Period). Any conversion of Eurodollar Term Loans to ABR Term Loans required by the preceding sentence shall be subject to Section 2.16. If any Incremental Term Loan is to be allocated to an existing Interest Period for a Eurodollar Term Borrowing then, subject to Section 2.07, the interest rate applicable to such Incremental Term Loan for the remainder of such Interest Period shall equal the Adjusted LIBO Rate for a period approximately equal 10.01 to the remainder of such Interest Period (as determined by the Administrative Agent two Business Days before the date such Incremental Term Loan is made) plus the Applicable Percentage. In addition, to the extent any Incremental Term Loans are the Tranche A Term Loans or Tranche B Term Loans, the scheduled amortization payments under Sections 2.11(a)(i) or 2.11(a)(ii), as the case may be, required to be made after the making of such Incremental Term Loans shall be ratably increased by the aggregate principal amount of such Incremental Term Loanscontrary.

Increase in Term Loan Commitments. (a) The Borrower may, at any time and from time to time prior to the later of (x) the Initial Term Loan Termination Date and (y) any Incremental Term Loan Termination Date, by written notice to the Administrative Agent Agent, request the addition of one or more new term loan facilities (each, an “Incremental Term Loan Facility”) or one or more increases in the Commitments under a Term Loan Facility existing at the time of such request (each, a “Commitment Increase”) in an aggregate amount up to $500,000,000 plus the sum of all amounts applied from time to timetime after the Effective Date to permanently prepay Term Loans pursuant to Section 2.10 hereof, to be effective as of a date that is at least 90 days prior to the scheduled Termination Date then in effect (each, an “Increase Date”) as specified in the related notice to the Agent; provided, however, that (i) in no event shall the aggregate amount of such Commitment Increases exceed $700,000,000, (ii) on the date of any request by the Borrower for a Commitment Increase and on the related Increase Date, the applicable conditions set forth in Section 3.02 and in clause (d) of this Section 2.17 shall be satisfied and (iii) if the request is for an Incremental Term Loan Commitments in an amount not to exceed Facility, such Incremental Term Loan Facility shall contain such other terms as may be agreed by the Borrower, the Agent and the Incremental Term Loan Amount from one or more Incremental Term LendersBanks, which may include any existing Lender; provided that each Incremental Term Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld). Such notice shall set forth (iA) the amount final scheduled maturity date of the Incremental Term Loan Commitments being requested (which Facility shall in no event be in minimum increments of $5,000,000 and a minimum amount of $10,000,000 or equal prior to the remaining Initial Term Loan Termination Date and (B) no Bank shall have any obligation to participate in any Incremental Term Loan Amount), (ii) the date on which such Incremental Term Loan Commitments are requested to become effective (which shall not be less than 10 Business Days nor more than 60 days after the date of such notice), and (iii) whether such Incremental Term Loan Commitments are to be Tranche A Commitments, Tranche B Commitments Facility or commitments to make Term Loans with terms different from the Tranche A Term Loans and Tranche B Term Loans ("OTHER TERM LOANS")any Commitment Increase. (b) The Borrower and each Incremental Term Lender Agent shall execute and deliver to promptly notify the Administrative Agent an Incremental Initial Term Loan Assumption Agreement and such other documentation as Banks of any request by the Administrative Agent Borrower for a Commitment Increase, which notice shall reasonably specify to evidence the Incremental Term Loan Commitment of such Incremental Term Lender. Each Incremental Term Loan Assumption Agreement shall specify the terms of the Incremental Term Loans to be made thereunder; PROVIDED that, without the prior written consent of the Required Lenders, include (i) the interest rate spreads in respect proposed amount of any Other Term Loans shall not exceed by more than 1/2 of 1% the Applicable Percentage for the Tranche B Term Loanssuch requested Commitment Increase, (ii) the final maturity date of any Other Term Loans shall be no earlier than the Tranche B Maturity proposed Increase Date and (iii) the average life date by which Initial Term Loan Banks wishing to maturity participate in the Commitment Increase must commit to an increase in the amount of any Other their respective Commitments (the “Increase Commitment Date”). Each Initial Term Loans shall be no shorter than Loan Bank that is willing to participate in the average life requested Commitment Increase shall, in its sole discretion, give written notice to maturity the Agent on or prior to the applicable Increase Commitment Date of the Tranche B Term Loans. The Administrative Agent shall promptly notify each Lender as amount by which it is willing either to the effectiveness of each Incremental increase its Initial Term Loan Assumption Agreement. Each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Term Loan Assumption Agreement, this Agreement shall be deemed amended Commitment or commit to the extent (but only to the extent) necessary to reflect the existence and terms of the Incremental Term Loan Facility. If the Initial Term Loan Banks notify the Agent that they are willing to participate in a Commitment evidenced therebyIncrease by an aggregate amount that exceeds the amount of the requested Commitment Increase, the requested Commitment Increase shall be allocated among the Initial Term Loan Banks willing to participate therein in such amounts as are agreed between the Borrower and the Agent. (c) Notwithstanding Promptly following the foregoingapplicable Increase Commitment Date, no the Agent shall notify the Borrower as to the amount, if any, by which the Initial Term Loan Banks are willing to participate in the requested Commitment Increase. If the aggregate amount by which the Initial Term Loan Banks are willing to participate in the requested Commitment Increase on any such Increase Date is less than the requested Commitment Increase, then the Borrower may extend offers to one or more Eligible Assignees to participate in any portion of the requested Commitment Increase that has not been committed to by the Initial Term Loan Banks as of the applicable Increase Commitment Date; provided, however, that the Initial Term Loan Commitment or Incremental Term Loan Commitment shall become effective under this Section 2.25 unless (i) on the date of such effectiveness, the conditions set forth in paragraphs (b) and (c) of Section 4.01 shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower, and (ii) the Administrative Agent shall have received (with sufficient copies for each of the Incremental Term Lenders) legal opinions, board resolutions and an officer's certificate consistent with those delivered on the Closing Date under clauses (a)(i), (a)(ii), (c)(ii)(B) and (d) of Section 4.02. (d) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all action as may be reasonably necessary to ensure that all Incremental Term Loans (other than Other Term Loans), when originally made, are included in each Borrowing of outstanding Tranche A Term Loans or Tranche B Term LoansCommitment, as the case may be, on of each such Eligible Assignee shall be in an amount equal to at least $1,000,000. (d) On the applicable Increase Date, each Eligible Assignee that accepts an offer to participate in a pro rata basis. This may be accomplished at the discretion requested Commitment Increase in accordance with Section 2.17(c) shall become a Bank party to this Agreement as of the Administrative Agent by requiring each outstanding Eurodollar Tranche A applicable Increase Date and the Initial Term Borrowing Loan Commitment or Eurodollar Tranche B the Incremental Term BorrowingLoan Commitment, as the case may be, to be converted into an ABR Term Borrowing on the date of each Incremental Initial Term Loan, Loan Bank participating in such Commitment Increase shall be so increased by such amount (or by allocating the amount allocated to such Initial Term Loan Bank pursuant to the last sentence of Section 2.17(b)) as of such Commitment Increase Date; provided, however, that the Agent shall have received on or before the applicable Increase Date the following, each dated such date: (i) (A) certified copies of resolutions of the Board of Directors (or a portion committee thereof) of the Loan Parties approving the applicable Commitment Increase and the corresponding modifications to this Agreement and (B) an opinion of counsel for each of the Loan Parties (which may be an opinion of in-house counsel), each in form and substance reasonably satisfactory to the Agent; (ii) an assumption agreement from each Eligible Assignee, if any, in form and substance satisfactory to the Borrower and the Agent (each an “Assumption Agreement”), duly executed by such Eligible Assignee, the Agent and the Borrower; and (iii) confirmation from each Initial Term Loan Bank of the increase in the amount of its Initial Term Loan Commitment or Incremental Term Loan to each outstanding Eurodollar Tranche A Term Borrowing or Eurodollar Tranche B Term BorrowingCommitment, as the case may be, on in a pro rata basiswriting satisfactory to the Borrower and the Agent. On the applicable Increase Date, even though as a result thereof such Incremental upon fulfillment of the conditions set forth in the immediately preceding sentence of this Section 2.17(d) and the conditions set forth in Section 3.02, (x) the Agent shall notify the Initial Term Loan may effectively have a shorter Interest Period than Banks and the Term Loans included in the Borrowing of which they are a part (and notwithstanding any other provision of this Agreement that would prohibit such an initial Interest Period). Any conversion of Eurodollar Term Loans to ABR Term Loans required by the preceding sentence shall be subject to Section 2.16. If any Incremental Additional Term Loan is Banks participating in such Commitment Increase and the Borrower, on or before 11:00 A.M. (New York City time), by telecopier or telex, of the occurrence of the applicable Commitment Increase to be allocated to an existing Interest Period for a Eurodollar Term Borrowing theneffected on the related Increase Date, subject to Section 2.07, the interest rate applicable to such Incremental (y) each Initial Term Loan for Bank participating in such Commitment Increase and each Additional Term Loan Bank participating in such Commitment Increase shall make a single advance to the remainder of such Interest Period shall equal the Adjusted LIBO Rate for a period approximately Borrower in an amount equal to its agreed commitment in respect of the remainder of Commitment Increase; provided that after taking into account such Interest Period (as determined by the Administrative Agent two Business Days before the date such Incremental Term Loan is made) plus the Applicable Percentage. In additionadvance, to the extent any Incremental Term Loans are the Tranche A Term Loans or Tranche B Term Loans, the scheduled amortization payments under Sections 2.11(a)(i) or 2.11(a)(ii), as the case may be, required to be made after the making of such Incremental Term Loans shall be ratably increased by the aggregate principal amount of the Term Loans of each such Incremental participating Term LoansLoan Bank shall not exceed such Term Loan Bank’s Total Term Loan Commitments and (z) the Agent shall record in the Register maintained by the Agent pursuant to Section 10.06(g) the relevant information with respect to each Initial Term Loan Bank and each Additional Term Loan Bank participating in such Commitment Increase on such date.

Increase in Term Loan Commitments. (ai) The Borrower Company may, by written notice to the Administrative Agent from time to time, request Incremental Term Loan Commitments in an amount not to exceed the Incremental Term Loan Amount from one or more Incremental Term Lenders, which may include any existing Lender; provided that each Incremental Term Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld). Such notice shall set forth (i) the amount of the Incremental Term Loan Commitments being requested (which shall be in minimum increments of $5,000,000 and a minimum amount of $10,000,000 or equal to the remaining Incremental Term Loan Amount), (ii) the date on which such Incremental Term Loan Commitments are requested to become effective (which shall not be less than 10 Business Days nor more than 60 days after the date of such notice), and (iii) whether such Incremental Term Loan Commitments are to be Tranche Term A Commitments, Tranche Term B Commitments or commitments to make Term Loans with terms different from the Tranche Term A Term Loans and Tranche Term B Term Loans ("OTHER TERM LOANSOther Term Loans"). Each Lender may in its sole discretion agree or decline to provide Incremental Term Loan Commitments. (bii) The Borrower Company and each Incremental Term Lender shall execute and deliver to the Administrative Agent an Incremental Term Loan Assumption Agreement and such other documentation as the Administrative Agent shall reasonably specify to evidence the Incremental Term Loan Commitment of such Incremental Term Lender. Each Incremental Term Loan Assumption Agreement shall specify the terms of the Incremental Term Loans to be made thereunder; PROVIDED provided that, without the prior written consent of the Required Lenders, Term B Lenders (i) the interest rate spreads in respect of any Other Term Loans shall not exceed by more than 1/2 of 1% the Applicable Percentage Margin for the Tranche Term B Term Loans, (ii) the final maturity date of any Other Term Loans shall be no earlier than the Tranche Term B Maturity Date and (iii) the average life to maturity of any Other Term Loans shall be no shorter than the average life to maturity of the Tranche Term B Term Loans. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Incremental Term Loan Assumption Agreement. Each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Term Loan Assumption Agreement, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Incremental Term Loan Commitment evidenced thereby. (ciii) Notwithstanding the foregoing, no Incremental Term Loan Commitment shall become effective under this Section 2.25 section 2.1(h) unless (ix) on the date of such effectiveness, the conditions set forth in paragraphs (b) and (c) of Section 4.01 section 6.2 hereof shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer responsible financial officer of the BorrowerCompany, and (ii) the Administrative Agent shall have received (with sufficient copies for each of the Incremental Term Lenders) legal opinions, board resolutions and an officer's certificate consistent with those delivered on the Closing Date under clauses (a)(iSections 6.1(e), (a)(ii), (c)(ii)(Bg) and (d) of Section 4.02n). (div) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all action as may be reasonably necessary to ensure that all Incremental Term Loans (other than any Other Term Loans), when originally made, are included in each Borrowing of outstanding Tranche Term A Term Loans or Tranche Term B Term Loans, as the case may be, on a pro rata basis. This may be accomplished at the discretion of the Administrative Agent by requiring each outstanding Eurodollar Tranche Term A or Term Borrowing or Eurodollar Tranche B Term Borrowing, as the case may be, outstanding as a Eurocurrency Loan, to be converted into an ABR Term Borrowing a Prime Rate Loan on the date of each Incremental Term Loan, or by allocating a portion of each Incremental Term Loan to each outstanding Eurodollar Tranche Term A Term Borrowing or Eurodollar Tranche Term B Term Borrowing, as the case may be, on a pro rata basis, even though as a result thereof such Incremental Term Loan may effectively have a shorter Interest Period than the Term Loans included in the Borrowing of which they are a part (and notwithstanding any other provision of this Agreement that would prohibit such an initial Interest Period). Any conversion Conversion of Eurodollar Term Eurocurrency Loans to ABR Term Prime Rate Loans required by the preceding sentence shall be subject to Section 2.16section 2.10 hereof. If any Incremental Term Loan is to be allocated to an existing Interest Period for a Eurodollar Term Borrowing Eurocurrency Loan then, subject to Section 2.07section 2.7(d), the interest rate applicable to such Incremental Term Loan for the remainder of such Interest Period shall equal the Adjusted LIBO Eurocurrency Rate for a period approximately equal to the remainder of such Interest Period (as determined by the Administrative Agent two Business Days before the date such Incremental Term Loan is made) plus the Applicable PercentageMargin. In addition, to the extent any Incremental Term Loans are the Tranche Term A Term Loans or Tranche Term B Term Loans, the scheduled amortization payments under Sections 2.11(a)(isection 5.2(a) or 2.11(a)(ii), as the case may be, required to be made after the making of such Incremental Term Loans shall be ratably increased by the aggregate principal amount of such Incremental Term Loans.

Increase in Term Loan Commitments. (a) The Borrower may, by written notice to the Administrative Agent at any time and from time to time, by notice to the Agent, request the addition of one or more new term loan facilities (each, an “Incremental Term Loan Facility”) or one or more increases in the Commitments under a Term Loan Facility existing at the time of such request (each, a “Commitment Increase”), to be effective as of a date (each, an “Increase Date”) as specified in the related notice to the Agent; provided, however, that (i) in no event after giving effect to the funding of any such Commitment Increase shall the Total Bank Exposure exceed $1,400,000,000, (ii) on the date of any request by the Borrower for a Commitment Increase and on the related Increase Date, the applicable conditions set forth in ‎Section 3.02 and in clause ‎(d) of this ‎Section 2.17 shall be satisfied and (iii) if the request is for an amount not to exceed Incremental Term Loan Facility, such Incremental Term Loan Facility shall contain such other terms as may be agreed by the Borrower, the Agent and the Incremental Term Loan Amount from one or more Incremental Term LendersBanks, which may include any existing Lender; provided that each Incremental Term Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld). Such notice shall set forth (iA) the amount final scheduled maturity date of the Incremental Term Loan Commitments being requested (which Facility shall in no event be in minimum increments of $5,000,000 and a minimum amount of $10,000,000 or equal prior to the remaining Revolving Credit Loan Termination Date and (B) no Bank shall have any obligation to participate in any Incremental Term Loan Amount), (ii) the date on which such Incremental Term Loan Commitments are requested to become effective (which shall not be less than 10 Business Days nor more than 60 days after the date of such notice), and (iii) whether such Incremental Term Loan Commitments are to be Tranche A Commitments, Tranche B Commitments Facility or commitments to make Term Loans with terms different from the Tranche A Term Loans and Tranche B Term Loans ("OTHER TERM LOANS")any Commitment Increase. (b) The Borrower and each Incremental Term Lender Agent shall execute and deliver to promptly notify the Administrative Agent an Incremental Initial Term Loan Assumption Agreement and such other documentation as Banks of any request by the Administrative Agent Borrower for a Commitment Increase, which notice shall reasonably specify to evidence the Incremental Term Loan Commitment of such Incremental Term Lender. Each Incremental Term Loan Assumption Agreement shall specify the terms of the Incremental Term Loans to be made thereunder; PROVIDED that, without the prior written consent of the Required Lenders, include (i) the interest rate spreads in respect proposed amount of any Other Term Loans shall not exceed by more than 1/2 of 1% the Applicable Percentage for the Tranche B Term Loanssuch requested Commitment Increase, (ii) the final maturity date of any Other Term Loans shall be no earlier than the Tranche B Maturity proposed Increase Date and (iii) the average life date by which Initial Term Loan Banks wishing to maturity participate in the Commitment Increase must commit to an increase in the amount of any Other their respective Commitments (the “Increase Commitment Date”). Each Initial Term Loans shall be no shorter than Loan Bank that is willing to participate in the average life requested Commitment Increase shall, in its sole discretion, give written notice to maturity the Agent on or prior to the applicable Increase Commitment Date of the Tranche B Term Loans. The Administrative Agent shall promptly notify each Lender as amount by which it is willing either to the effectiveness of each Incremental increase its Initial Term Loan Assumption Agreement. Each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Term Loan Assumption Agreement, this Agreement shall be deemed amended Commitment or commit to the extent (but only to the extent) necessary to reflect the existence and terms of the Incremental Term Loan Facility. If the Initial Term Loan Banks notify the Agent that they are willing to participate in a Commitment evidenced therebyIncrease by an aggregate amount that exceeds the amount of the requested Commitment Increase, the requested Commitment Increase shall be allocated among the Initial Term Loan Banks willing to participate therein in such amounts as are agreed between the Borrower and the Agent. (c) Notwithstanding Promptly following the foregoingapplicable Increase Commitment Date, no the Agent shall notify the Borrower as to the amount, if any, by which the Initial Term Loan Banks are willing to participate in the requested Commitment Increase. If the aggregate amount by which the Initial Term Loan Banks are willing to participate in the requested Commitment Increase on any such Increase Date is less than the requested Commitment Increase, then the Borrower may extend offers to one or more Eligible Assignees to participate in any portion of the requested Commitment Increase that has not been committed to by the Initial Term Loan Banks as of the applicable Increase Commitment Date; provided, however, that the Initial Term Loan Commitment or Incremental Term Loan Commitment shall become effective under this Section 2.25 unless (i) on the date of such effectiveness, the conditions set forth in paragraphs (b) and (c) of Section 4.01 shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower, and (ii) the Administrative Agent shall have received (with sufficient copies for each of the Incremental Term Lenders) legal opinions, board resolutions and an officer's certificate consistent with those delivered on the Closing Date under clauses (a)(i), (a)(ii), (c)(ii)(B) and (d) of Section 4.02. (d) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all action as may be reasonably necessary to ensure that all Incremental Term Loans (other than Other Term Loans), when originally made, are included in each Borrowing of outstanding Tranche A Term Loans or Tranche B Term LoansCommitment, as the case may be, on of each such Eligible Assignee shall be in an amount equal to at least $1,000,000. (d) On the applicable Increase Date, each Eligible Assignee that accepts an offer to participate in a pro rata basis. This may be accomplished at the discretion requested Commitment Increase in accordance with ‎Section 2.17(c) shall become a Bank party to this Agreement as of the Administrative Agent by requiring each outstanding Eurodollar Tranche A applicable Increase Date and the Initial Term Borrowing Loan Commitment or Eurodollar Tranche B the Incremental Term BorrowingLoan Commitment, as the case may be, to be converted into an ABR Term Borrowing on the date of each Incremental Initial Term Loan, Loan Bank participating in such Commitment Increase shall be so increased by such amount (or by allocating the amount allocated to such Initial Term Loan Bank pursuant to the last sentence of ‎Section 2.17(b)) as of such Commitment Increase Date; provided, however, that the Agent shall have received on or before the applicable Increase Date the following, each dated such date: (i) (A) certified copies of resolutions of the Board of Directors (or a portion committee thereof) of the Loan Parties approving the applicable Commitment Increase and the corresponding modifications to this Agreement and (B) an opinion of counsel for each of the Loan Parties (which may be an opinion of in-house counsel), each in form and substance reasonably satisfactory to the Agent; (ii) an assumption agreement from each Eligible Assignee, if any, in form and substance satisfactory to the Borrower and the Agent (each an “Assumption Agreement”), duly executed by such Eligible Assignee, the Agent and the Borrower; and (iii) confirmation from each Initial Term Loan Bank of the increase in the amount of its Initial Term Loan Commitment or Incremental Term Loan to each outstanding Eurodollar Tranche A Term Borrowing or Eurodollar Tranche B Term BorrowingCommitment, as the case may be, on in a pro rata basiswriting satisfactory to the Borrower and the Agent. On the applicable Increase Date, even though as a result thereof such Incremental upon fulfillment of the conditions set forth in the immediately preceding sentence of this ‎Section 2.17(d) and the conditions set forth in ‎Section 3.02, (x) the Agent shall notify the Initial Term Loan may effectively have a shorter Interest Period than Banks and the Term Loans included in the Borrowing of which they are a part (and notwithstanding any other provision of this Agreement that would prohibit such an initial Interest Period). Any conversion of Eurodollar Term Loans to ABR Term Loans required by the preceding sentence shall be subject to Section 2.16. If any Incremental Additional Term Loan is Banks participating in such Commitment Increase and the Borrower, on or before 11:00 A.M. (New York City time), by telecopier or telex, of the occurrence of the applicable Commitment Increase to be allocated to an existing Interest Period for a Eurodollar Term Borrowing theneffected on the related Increase Date, subject to Section 2.07, the interest rate applicable to such Incremental (y) each Initial Term Loan for Bank participating in such Commitment Increase and each Additional Term Loan Bank participating in such Commitment Increase shall make a single advance to the remainder of such Interest Period shall equal the Adjusted LIBO Rate for a period approximately Borrower in an amount equal to its agreed commitment in respect of the remainder of Commitment Increase; provided that after taking into account such Interest Period (as determined by the Administrative Agent two Business Days before the date such Incremental Term Loan is made) plus the Applicable Percentage. In additionadvance, to the extent any Incremental Term Loans are the Tranche A Term Loans or Tranche B Term Loans, the scheduled amortization payments under Sections 2.11(a)(i) or 2.11(a)(ii), as the case may be, required to be made after the making of such Incremental Term Loans shall be ratably increased by the aggregate principal amount of the Term Loans of each such Incremental participating Term LoansLoan Bank shall not exceed such Term Loan Bank’s Total Term Loan Commitments and (z) the Agent shall record in the Register maintained by the Agent pursuant to ‎Section 10.06(f) the relevant information with respect to each Initial Term Loan Bank and each Additional Term Loan Bank participating in such Commitment Increase on such date.

Increase in Term Loan Commitments. (a) The Borrower may, by written Upon notice to the Administrative Agent Agent, the Borrower may from time to time, request Incremental Term Loan Commitments in an amount not to exceed the Incremental Term Loan Amount from addition of one or more new term loan facilities (each an “Incremental Term Lenders, which may include any existing LenderFacility”) (each such request for an Incremental Term Facility being a “Term Commitment Increase”); provided that each Incremental Term Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld). Such notice shall set forth (i) the amount of the Incremental any such request for Term Loan Commitments being requested (which Commitment Increase shall be in minimum increments of $5,000,000 and a minimum amount of $10,000,000 or equal to 50,000,000 (unless otherwise agreed by the remaining Incremental Term Loan Amount), Administrative Agent) and (ii) the date aggregate amount of Term Commitment Increases and Incremental Term Facilities effected from time to time after the Closing Date (together with the amount of Revolving Credit Commitment Increases effected pursuant to Section 2.14) shall not exceed an amount equal to the greater of (x) $300,000,000 and (y) an amount that would not cause the Consolidated Senior Secured Leverage Ratio to exceed 2.00:1.00 for the fiscal quarter most recently ended for which a Compliance Certificate has been delivered and calculated on a pro forma basis after giving effect to any such incurrence. Except with respect to any Incremental Term Facility the terms of which are identical to the Term A Facility at the time of the incurrence of such Incremental Term Loan Commitments are requested to become effective (which Facility, the Maturity Date for any Incremental Term Facility shall not be less than 10 Business Days nor more than 60 prior to the date that is 181 days after the date Maturity Date in respect of such notice), and the Term A Facility as of the Closing Date. The Incremental Term Loans in respect of any Incremental Term Facility shall not amortize more rapidly (iiidetermined on the basis of amortization as a percentage of the initial principal amount) whether such than the quarterly installments of Term A Loans. The Incremental Term Loans in respect of any Incremental Term Loan Commitments are to Facility shall rank equal in right of payment with the Loans, shall be Tranche A Commitments, Tranche B Commitments or commitments to make Term Loans with terms different from secured by the Tranche A Term Loans Collateral and Tranche B Term Loans ("OTHER TERM LOANS")shall be Guaranteed only by the Guarantors. (b) The Borrower may request additional Incremental Term Facilities from existing Lenders or new lenders that are Eligible Assignees. No Lender shall be obligated to provide any Incremental Term Loans unless it so agrees and the Borrower shall not be obligated to offer any existing Lender the opportunity to provide any Incremental Term Loans. Any Eligible Assignee or new lender agreeing to a Commitment in respect of an Incremental Term Facility shall, upon execution of a Joinder Agreement, become a Term Lender hereunder. Such Incremental Term Facility, and the terms thereof, shall be set forth in an Incremental Term Facility Supplement to this Agreement among the Borrower and the Lenders under the Incremental Term Facility (upon execution of an Incremental Term Facility Supplement any Eligible Assignee shall become a Term Lender hereunder). Schedule 1 to such Incremental Term Facility Supplement shall set forth the Incremental Term Commitments of each Incremental Term Lender shall execute and deliver to Loan Lender. (c) If Incremental Term Facilities are effected in accordance with this Section, the Administrative Agent an and the Borrower shall determine the effective date (the “Incremental Term Loan Assumption Agreement Effective Date”) and such other documentation as the Administrative Agent shall reasonably specify to evidence the Incremental Term Loan Commitment final allocation of such Incremental Term Lender. Each Incremental Term Loan Assumption Agreement shall specify the terms of the Incremental Term Loans to be made thereunder; PROVIDED that, without the prior written consent of the Required Lenders, (i) the interest rate spreads in respect of any Other Term Loans shall not exceed by more than 1/2 of 1% the Applicable Percentage for the Tranche B Term Loans, (ii) the final maturity date of any Other Term Loans shall be no earlier than the Tranche B Maturity Date and (iii) the average life to maturity of any Other Term Loans shall be no shorter than the average life to maturity of the Tranche B Term LoansFacility. The Administrative Agent shall promptly notify each Lender as the Borrower and the Lenders of the final allocation of such increase and the Incremental Effective Date. As a condition precedent to such increase, (i) the Borrower shall deliver to the effectiveness Administrative Agent a certificate of each Incremental Term Loan Assumption Agreement. Each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Term Loan Assumption Agreement, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms Party dated as of the Incremental Term Loan Commitment evidenced thereby. Effective Date (cin sufficient copies for each Lender) Notwithstanding the foregoing, no Incremental Term Loan Commitment shall become effective under this Section 2.25 unless (i) on the date signed by a Responsible Officer of such effectivenessLoan Party (A) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase and (B) in the case of the Borrower, certifying that the conditions to borrowing set forth in paragraphs (b) and (c) of Section 4.01 shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower4.03 are satisfied, and (ii) each Guarantor shall reaffirm its obligations under the Administrative Agent shall have received (with sufficient copies for each of the Incremental Term Lenders) legal opinions, board resolutions and an officer's certificate consistent with those delivered on the Closing Date under clauses (a)(i), (a)(ii), (c)(ii)(B) and (d) of Section 4.02Guaranty. (d) Each of the parties hereto hereby agrees that the Administrative Agent may take This Section shall supersede any and all action as may be reasonably necessary to ensure that all Incremental Term Loans (other than Other Term Loans), when originally made, are included provisions in each Borrowing of outstanding Tranche A Term Loans Section 2.13 or Tranche B Term Loans, as the case may be, on a pro rata basis. This may be accomplished at the discretion of the Administrative Agent by requiring each outstanding Eurodollar Tranche A Term Borrowing or Eurodollar Tranche B Term Borrowing, as the case may be, to be converted into an ABR Term Borrowing on the date of each Incremental Term Loan, or by allocating a portion of each Incremental Term Loan to each outstanding Eurodollar Tranche A Term Borrowing or Eurodollar Tranche B Term Borrowing, as the case may be, on a pro rata basis, even though as a result thereof such Incremental Term Loan may effectively have a shorter Interest Period than the Term Loans included in the Borrowing of which they are a part (and notwithstanding any other provision of this Agreement that would prohibit such an initial Interest Period). Any conversion of Eurodollar Term Loans to ABR Term Loans required by the preceding sentence shall be subject to Section 2.16. If any Incremental Term Loan is to be allocated to an existing Interest Period for a Eurodollar Term Borrowing then, subject to Section 2.07, the interest rate applicable to such Incremental Term Loan for the remainder of such Interest Period shall equal the Adjusted LIBO Rate for a period approximately equal 10.01 to the remainder of such Interest Period (as determined by the Administrative Agent two Business Days before the date such Incremental Term Loan is made) plus the Applicable Percentage. In addition, to the extent any Incremental Term Loans are the Tranche A Term Loans or Tranche B Term Loans, the scheduled amortization payments under Sections 2.11(a)(i) or 2.11(a)(ii), as the case may be, required to be made after the making of such Incremental Term Loans shall be ratably increased by the aggregate principal amount of such Incremental Term Loanscontrary.

Increase in Term Loan Commitments. (a) The Borrower Borrowers may, by written notice to the Administrative Agent from time to time, request Incremental Term Loan Commitments in an amount not to exceed the Incremental Term Loan Amount from one or more Incremental Term Lenders, which may include any existing Lender; provided that each Incremental Term Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld). Such Each such notice shall set forth (i) the amount of the Incremental Term Loan Commitments being requested (which shall be in minimum increments of $5,000,000 and a minimum amount of $10,000,000 or equal to the remaining Incremental Term Loan Amount), (ii) the date on which such Incremental Term Loan Commitments are requested to become effective (which shall not be less than 10 Business Days nor more than 60 days after the date of such notice), and (iii) whether such Incremental Term Loan Commitments are to be Tranche A Term Loan Commitments, Tranche B Commitments or commitments to make Term Loans term loans with the same economic terms different from as the Tranche A Term Loans or commitments to make term loans with economic terms (such as interest rates, maturities and Tranche B amortization schedules) that are different from the Term Loans ("OTHER TERM LOANSOther Term Loans"). (b) The Borrower Borrowers and each Incremental Term Lender shall execute and deliver to the Administrative Agent an Incremental Term Loan Assumption Agreement and such other documentation as the Administrative Agent shall reasonably specify to evidence the Incremental Term Loan Commitment of such Incremental Term Lender. Each Incremental Term Loan Assumption Agreement shall specify the terms of the Incremental Term Loans to be made thereunder; PROVIDED provided that, without the prior written consent of the Required Lenders, (i) the interest rate spreads in respect of any Other Term Loans shall not exceed by more than 1/2 of 1% the Applicable Percentage for the Tranche B Term Loans, (ii) the final maturity date of any Other Term Loans shall be no earlier than the Tranche B Maturity Date and (iiiii) the average life to maturity of any Other Term Loans shall be no shorter than the average life to maturity of the Tranche B Term Loans. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Incremental Term Loan Assumption Agreement. Each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Term Loan Assumption Agreement, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Incremental Term Loan Commitment evidenced thereby. (c) Notwithstanding the foregoing, no Incremental Term Loan Commitment shall become effective under this Section 2.25 2.24 unless (i) on the date of such effectiveness, the conditions set forth in paragraphs (b) and (c) of Section 4.01 shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the BorrowerBorrowers, and (ii) the Administrative Agent shall have received (with sufficient copies for each of the Incremental Term Lenders) legal opinions, board resolutions and an officer's certificate consistent with those delivered on the Closing Restatement Date under clauses paragraphs (a)(i), (a)(ii), (c)(ii)(Ba) and (dc) of Section 4.02. (d) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all action as may be reasonably necessary to ensure that all Incremental Term Loans (other than Other Term Loans), when originally made, are included in each Borrowing of outstanding Tranche A Term Loans or Tranche B Term Loans, as the case may be, on a pro rata basis. This may be accomplished at the discretion of the Administrative Agent by requiring each outstanding Eurodollar Tranche A Term Borrowing or Eurodollar Tranche B Term Borrowing, as the case may be, to be converted into an ABR Term Borrowing on the date of each Incremental Term Loan, or by allocating a portion of each Incremental Term Loan to each outstanding Eurodollar Tranche A Term Borrowing or Eurodollar Tranche B Term Borrowing, as the case may beapplicable, on a pro rata basis, even though as a result thereof such Incremental Term Loan may effectively have a shorter Interest Period than the Term Loans included in the Borrowing of which they are a part (and notwithstanding any other provision of this Agreement that would prohibit such an initial Interest Period). Any conversion of Eurodollar Term Loans to ABR Term Loans required by the preceding sentence shall be subject to Section 2.16. If any Incremental Term Loan is to be allocated to an existing Interest Period for a Eurodollar Term Borrowing then, subject to Section 2.07, the interest rate applicable to such Incremental Term Loan for the remainder of such Interest Period shall equal the Adjusted LIBO Rate for a period approximately equal to the remainder of such Interest Period (as determined by the Administrative Agent two Business Days before the date such Incremental Term Loan is made) plus the Applicable Percentage. In addition, to the extent any Incremental Term Loans are the Tranche A Term Loans or Tranche B not Other Term Loans, the scheduled amortization payments under Sections Section 2.11(a)(i) or 2.11(a)(ii(ii), as the case may beapplicable, required to be made after the making of such Incremental Term Loans shall be ratably increased by to reflect the aggregate principal amount of such Incremental Term Loans. In such event, the Administrative Agent shall prepare and distribute to the Borrowers and the Lenders an updated amortization schedule which shall be conclusive absent manifest error.