Common use of Increase of Commitments; Additional Lenders Clause in Contracts

Increase of Commitments; Additional Lenders. The Borrower shall have the right from time to time, upon at least five (5) Business Days’ prior written notice to the Administrative Agent, to increase the Aggregate Revolving Commitments (each such increase, an “Incremental Revolving Facility”) or establish one or more additional term loans (each such term loan, an “Incremental Term Facility”, and together with each Incremental Revolving Facility, an “Incremental Facility”) by an amount not to exceed the Incremental Cap; provided that: (a) no Default or Event of Default shall have occurred and be continuing on the date on which such Incremental Facility is to become effective; provided that in connection with a requested borrowing of any Incremental Term Loan for the express purposes of funding, in whole or in part, the purchase price of a Permitted Acquisition that is a Limited Condition Transaction, the condition of this Section 2.23(a) shall be (x) no Default or Event of Default exists or would exist at the time a binding purchase agreement for such transaction is entered into by the applicable Loan Party and (y) the absence of a Specified Event of Default at the time of and after giving effect to the consummation of such Limited Condition Transaction; (b) both before and after giving effect to the consummation of the applicable Incremental Facility and the transactions related thereto, each of the representations and warranties contained in this Agreement and in the other Loan Documents shall be true and correct in all material respects to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date (provided that if a representation and warranty is qualified as to “materiality” or “Material Adverse Effect”, the materiality qualifier set forth above shall be disregarded with respect to such representation and warranty for purposes of this condition); provided that in connection with a requested borrowing of any Incremental Term Loan for the sole express purpose of financing in whole or in part the purchase price for a Limited Condition Transaction, (i) such representations and warranties shall be true and correct in all material respects (provided that if a representation and warranty is qualified as to “materiality” or “Material Adverse Effect”, the materiality qualifier set forth above shall be disregarded with respect to such representation and warranty for purposes of this condition) on and as of the date of effectiveness of the definitive purchase agreement for such Limited Condition Transaction and (ii) the representations and warranties required to be correct and accurate at the time of the closing of such Limited Condition Transaction and funding of any applicable Incremental Term Loan will be limited to the Specified Representations and such other representations and warranties in the applicable acquisition agreement made by or with respect to the Person or assets subject to such Permitted Acquisition that are material to the interests of the Lenders shall be true and correct in all material respects, but only to the extent that the Borrower or applicable Subsidiary has the right to terminate its obligations under such acquisition agreement or not consummate such Permitted Acquisition as a result of a breach of such representations in such acquisition agreement; (c) such Incremental Facility shall be in a minimum amount of $5,000,000 and in integral multiples of $1,000,000 in excess thereof (or such lesser amounts as the Administrative Agent may agree in its discretion); (d) such Incremental Revolving Facility or Incremental Term Facility shall be effective only upon receipt by the Administrative Agent of (i) additional Revolving Commitments (each such commitment, an “Incremental Revolving Commitment”) in a corresponding amount of such requested Incremental Revolving Facility or Incremental Term Loan Commitments, in each case, in a corresponding amount of such requested Incremental Term Facility from either existing Lenders and/or one or more other institutions that qualify as assignees under Section 11.4 and which are approved by the Administrative Agent (each such approval not to be unreasonably withheld or delayed) (each such institution, an “Additional Lender”) (and with respect to any Additional Lender providing an Incremental Revolving Commitment, with the approval of each of the Issuing Bank and the Swingline Lender) and (ii) documentation from each existing Lender or Additional Lender providing an Incremental Revolving Commitment or Incremental Term Loan Commitment evidencing its agreement to provide an Incremental Revolving Commitment and/or Incremental Term Loan Commitment and its acceptance of the obligations under this Agreement in form and substance reasonably acceptable to the Administrative Agent; (e) the Administrative Agent shall have received customary closing certificates and legal opinions and all other documents (including resolutions of the manager or board of directors of the Loan Parties) it may reasonably request relating to the corporate or other necessary authority for such Incremental Facility and the validity of such Incremental Facility, and any other matters relevant thereto, all in form and substance reasonably satisfactory to the Administrative Agent; (f) the Administrative Agent shall have received a Pro Forma Compliance Certificate demonstrating compliance with the financial covenants in Article VI hereof after giving effect to such Incremental Facility (without “netting” the cash proceeds of the applicable Incremental Facility against Consolidated Total Debt and assuming, for purposes of such demonstration, that all Incremental Revolving Commitments are fully drawn) on a Pro Forma Basis in form and substance reasonably satisfactory to the Administrative Agent; provided that in connection with a requested borrowing of under any Incremental Term Loan Commitment for the express purposes of funding, in whole or in part, the purchase price of a Permitted Acquisition that is a Limited Condition Transaction, the date of determination for compliance with financial covenants in Article VI on a Pro Forma Basis shall be the date on which a binding purchase agreement is entered into by the Borrower or applicable Subsidiary; (g) if any Revolving Loans are outstanding at the time of the incurrence of any Incremental Revolving Facility, the Borrower shall, if applicable, prepay one or more existing Revolving Loans (such prepayment to be subject to Section 2.19) in an amount necessary such that after giving effect to such Incremental Revolving Facility, each Lender will hold its Pro Rata Share of outstanding Revolving Loans; (h) any Incremental Revolving Facility shall have terms identical to those for the Revolving Loans under this Agreement, except for upfront fees payable to the Lenders providing commitments for such Incremental Revolving Facility and, for purposes of clarity, no Incremental Revolving Facility shall be subject to any limited conditionality in connection with any Limited Condition Transaction; (i) with respect to any Incremental Term Facility, the interest rate, interest rate margins, fees, discount, amortization, protection with respect to the final maturity date and Weighted Average Life to Maturity and the final maturity date for such Incremental Term Facility applicable to any Incremental Term Facility shall be as set forth in the definitive documentation therefore; provided that (i) any such Incremental Term Facility shall have a final maturity date that is coterminous with or later than the Revolving Commitment Termination Date and the Maturity Date of the Term Loan A, (ii) the Weighted Average Life to Maturity of such Incremental Term Facility shall not be less than the Weighted Average Life to Maturity of the Term Loan A or any other then existing Incremental Term Loan, (iii) such Incremental Term Facility shall share ratably in any mandatory prepayments of any then-existing Term Loan (or otherwise provide for more favorable mandatory prepayment treatment for the other Term Loans) and shall have ratable voting rights as the Term Loan A (or otherwise provide for more favorable voting rights for the other Term Loans) and (iv) the all-in yield (including interest rate margins, any interest rate floors, original issue discount and upfront fees (based on the lesser of a four-year average life to maturity or the remaining life to maturity) (the “All-In Yield”), but excluding arrangement, structuring and underwriting fees paid or payable to the any arranger of such Incremental Term Loan or its Affiliates) applicable to such Incremental Term Loan shall not be more than 0.50% higher than the corresponding All-In Yield (determined on the same basis) applicable to the existing Aggregate Revolving Commitments, Term Loan A or any then outstanding Incremental Term Loan (it being understood that (x) interest on the Aggregate Revolving Commitments, the Term Loan A and any existing Incremental Term Loan may be increased to the extent necessary to satisfy this requirement, (y) if Term SOFR in respect of such Incremental Facility includes a floor that is greater than both the floor applicable to the Aggregate Revolving Commitments, the Term Loan A or any existing Incremental Facility and 3-month Term SOFR then in effect, such excess amount (over the greater of the existing floor and such 3-month Term SOFR) shall be equated to interest rate for purposes of determining the applicable interest rate under such Incremental Facility and (z) differences in the Term SOFR or Base Rate floor if required to be adjusted pursuant to the foregoing shall be added to the Term SOFR or Base Rate floor to the extent required (and not to the Applicable Margin); (j) no Lender (or any successor thereto) shall have any obligation to increase its Revolving Commitment or its other obligations under this Agreement and the other Loan Documents or to provide any portion of any Incremental Term Facility, and any decision by a Lender to increase its Revolving Commitment or provide any portion of any Incremental Term Facility shall be made in its sole discretion independently from any other Lender; (k) no Arranger nor any Lender shall have any responsibility for arranging any such Incremental Facility without their prior written consent and subject to such conditions, including fee arrangements, as they may provide in connection therewith; (l) except as otherwise required or permitted by clause (a) through (k) above, all other terms of any Incremental Facility, if not consistent with the terms of the Term Loan A or the Revolving Loans under this Agreement, as the case may be, shall be reasonably satisfactory to the Administrative Agent; (m) for purposes of clarity, extensions of credit under any Incremental Facility shall constitute Loans hereunder and rank pari passu with all other Loans hereunder and shall be secured on a pari passu basis with the other Obligations; and (n) Notwithstanding anything to the contrary in Section 11.2, the Administrative Agent, the Loan Parties and the existing Lenders and/or Additional Lenders providing any such Incremental Revolving Commitments or any such Incremental Term Loan Commitments, without the further consent of any other Person, are expressly permitted to enter into an Incremental Facility Amendment to amend the Loan Documents to the extent necessary to give effect to Incremental Facility, and to implement any technical, administrative and/or mechanical changes that are necessary or advisable to be implemented in connection therewith (including, without limitation, to ensure continuing pro rata allocations of Loans and Commitments and to implement ratable participations in Letters of Credit).

Increase of Commitments; Additional Lenders. The Borrower shall have the right from (a) From time to timetime after the Closing Date and in accordance with this Section, upon at least five the Borrower and one or more Increasing Lenders or Additional Lenders (5each as defined below) Business Days’ prior written notice may enter into an agreement to the Administrative Agent, to (i) increase the Aggregate aggregate principal amount of the Revolving Commitments and/or (ii) establish one or more new tranches of Incremental Term Loan Commitments hereunder (each such increaseincrease or additional tranche, an “Incremental Revolving FacilityCommitment”) or establish one or more additional term loans (each such term loan, an “Incremental Term Facility”, and together with each Incremental Revolving Facility, an “Incremental Facility”) by an amount not to exceed so long as the Incremental Cap; provided thatfollowing conditions are satisfied: (ai) no Default or Event the aggregate principal amount of Default shall have occurred and be continuing on the date on which all such Incremental Facility is Commitments made pursuant to become effective; provided that this Section shall not exceed $75,000,000 (the principal amount of each such Incremental Commitment, the “Incremental Commitment Amount”); (ii) the Borrower shall execute and deliver such documents and instruments and take such other actions as may be reasonably required by the Administrative Agent in connection with a requested borrowing of any Incremental Term Loan for the express purposes of funding, in whole or in part, the purchase price of a Permitted Acquisition that is a Limited Condition Transaction, the condition of this Section 2.23(a) shall be (x) no Default or Event of Default exists or would exist and at the time a binding purchase agreement for of any such transaction is entered into by the applicable Loan Party and proposed increase; (yiii) the absence of a Specified Event of Default at the time of and immediately after giving effect to any such Incremental Commitment, (x) no Event of Default shall exist; provided that in the consummation case of any Incremental Commitment obtained for the purposes of financing an Acquisition not prohibited by this Agreement, the Lenders providing such Limited Condition Transaction; Incremental Commitment and the Administrative Agent may agree that such condition shall be limited to an absence of an Event of Default under Section 8.1(a), (b), (g), (h) both before or (i), and after giving effect to the consummation of the applicable Incremental Facility and the transactions related thereto, each of the (y) all representations and warranties contained in this Agreement and of each Loan Party set forth in the other Loan Documents shall be true and correct in all material respects to the same extent as though made on and as of that date, except to the extent such (other than those representations and warranties specifically relate to an earlier datethat are expressly qualified by Material Adverse Effect or other materiality, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date (provided that if a representation and warranty is qualified as to “materiality” or “Material Adverse Effect”, the materiality qualifier set forth above shall be disregarded with respect to such representation and warranty for purposes of this condition); provided that in connection with a requested borrowing of any Incremental Term Loan for the sole express purpose of financing in whole or in part the purchase price for a Limited Condition Transaction, (i) such representations and warranties shall be true and correct in all material respects (provided that if a representation and warranty is qualified as to “materiality” or “Material Adverse Effect”, the materiality qualifier set forth above shall be disregarded with respect to such representation and warranty for purposes of this conditionrespects) on and as of the date of effectiveness the establishment of such Incremental Commitment (or, if such representation or warranty relates to an earlier date, as of such earlier date); provided that in the definitive purchase agreement case of any Incremental Commitment obtained for the purposes of financing an Acquisition or other Investment not prohibited by this Agreement, the Lenders providing such Limited Condition Transaction Incremental Commitment may agree that the only representations and warranties the accuracy of which shall be a condition to such Incremental Commitment (and the Incremental Term Loans or Revolving Loans provided thereunder) shall be (I) the Specified Representations and (iiII) the representations and warranties required to be correct and accurate at the time of the closing of such Limited Condition Transaction and funding of any applicable Incremental Term Loan will be limited to the Specified Representations and such other representations and warranties in the applicable acquisition agreement made by or with respect to on behalf of the Person applicable target in the purchase, acquisition or assets subject to similar agreement governing such Permitted Acquisition that or other Investment as are material to the interests of the Lenders shall be true and correct in all material respectsLenders, but only to the extent that the Borrower (or the Borrower’s applicable Subsidiary Affiliates or Subsidiaries) has the right (determined without regard to any notice requirement) not to consummate or the right to terminate its (or cause the termination of) the Borrower’s (or such Affiliates’ or Subsidiaries’) obligations under such purchase, acquisition or other agreement or not consummate such Permitted Acquisition as a result of a breach of such representations or warranties in such purchase, acquisition agreement; (c) such Incremental Facility shall be in a minimum amount of $5,000,000 and in integral multiples of $1,000,000 in excess thereof or other agreement (or the failure of such lesser amounts as representations or warranties to be accurate or to satisfy the Administrative Agent may agree closing conditions in its discretionsuch purchase, acquisition or other agreement applicable to such representations or warranties) (such representations and warranties, the “Specified Target Representations”); (div) such Incremental Revolving Facility or (x) any incremental Term Loans made pursuant to this Section (the “Incremental Term Facility shall be effective only upon receipt by Loans” and, the Administrative Agent of (i) additional Revolving Commitments (each such commitmentcommitments with respect thereto, an the “Incremental Revolving Commitment”) in a corresponding amount of such requested Incremental Revolving Facility or Incremental Term Loan Commitments, in each case, in a corresponding amount of such requested Incremental Term Facility from either existing Lenders and/or one or more other institutions that qualify as assignees under Section 11.4 and which are approved by the Administrative Agent (each such approval not to be unreasonably withheld or delayed) (each such institution, an “Additional Lender”) (and with respect to any Additional Lender providing an Incremental Revolving Commitment, with the approval of each of the Issuing Bank and the Swingline Lender) and (ii) documentation from each existing Lender or Additional Lender providing an Incremental Revolving Commitment or Incremental Term Loan Commitment evidencing its agreement to provide an Incremental Revolving Commitment and/or Incremental Term Loan Commitment and its acceptance of the obligations under this Agreement in form and substance reasonably acceptable to the Administrative Agent; (e) the Administrative Agent shall have received customary closing certificates and legal opinions and all other documents (including resolutions of the manager or board of directors of the Loan Parties) it may reasonably request relating to the corporate or other necessary authority for such Incremental Facility and the validity of such Incremental Facility, and any other matters relevant thereto, all in form and substance reasonably satisfactory to the Administrative Agent; (f) the Administrative Agent shall have received a Pro Forma Compliance Certificate demonstrating compliance with the financial covenants in Article VI hereof after giving effect to such Incremental Facility (without “netting” the cash proceeds of the applicable Incremental Facility against Consolidated Total Debt and assuming, for purposes of such demonstration, that all Incremental Revolving Commitments are fully drawn) on a Pro Forma Basis in form and substance reasonably satisfactory to the Administrative Agent; provided that in connection with a requested borrowing of under any Incremental Term Loan Commitment for the express purposes of funding, in whole or in part, the purchase price of a Permitted Acquisition that is a Limited Condition Transaction, the date of determination for compliance with financial covenants in Article VI on a Pro Forma Basis shall be the date on which a binding purchase agreement is entered into by the Borrower or applicable Subsidiary; (g) if any Revolving Loans are outstanding at the time of the incurrence of any Incremental Revolving Facility, the Borrower shall, if applicable, prepay one or more existing Revolving Loans (such prepayment to be subject to Section 2.19) in an amount necessary such that after giving effect to such Incremental Revolving Facility, each Lender will hold its Pro Rata Share of outstanding Revolving Loans; (h) any Incremental Revolving Facility shall have terms identical to those for the Revolving Loans under this Agreement, except for upfront fees payable to the Lenders providing commitments for such Incremental Revolving Facility and, for purposes of clarity, no Incremental Revolving Facility shall be subject to any limited conditionality in connection with any Limited Condition Transaction; (i) with respect to any Incremental Term Facility, the interest rate, interest rate margins, fees, discount, amortization, protection with respect to the final maturity date and Weighted Average Life to Maturity and the final maturity date for such Incremental Term Facility applicable to any Incremental Term Facility shall be as set forth in the definitive documentation therefore; provided that (i) any such Incremental Term Facility shall have a final maturity date that is coterminous with or later no earlier than the Revolving Commitment Termination Date in effect at the time such Incremental Term Loans are incurred and the Maturity Date of the Term Loan A, (ii) the shall have a Weighted Average Life to Maturity no shorter than that of such any previously established Incremental Term Facility shall not be less than the Weighted Average Life Loans (without giving effect to Maturity of the Term Loan A or any other then existing previous reductions in and previously made amortization payments on such previously established Incremental Term LoanLoans), (iii) such Incremental Term Facility shall share ratably in any mandatory prepayments of any then-existing Term Loan (or otherwise provide for more favorable mandatory prepayment treatment for the other Term Loans) and shall have ratable voting rights as the Term Loan A (or otherwise provide for more favorable voting rights for the other Term Loans) and (ivy) the all-in yield (including interest rate margins, any interest rate floors, original issue discount and upfront fees (based on the lesser of a four-year average life incremental Revolving Commitments provided pursuant to maturity or the remaining life to maturity) this Section (the “All-In YieldIncremental Revolving Commitments”), but excluding arrangement, structuring ) shall have identical terms (including pricing and underwriting termination date; provided that upfront fees paid or payable for any Incremental Revolving Commitments will be permitted and shall be determined by the Borrower and the Lenders providing such Incremental Revolving Commitments) to the Revolving Commitments and be treated as the same Class as the Revolving Commitments and the Borrower shall, after the establishment of any arranger of Incremental Revolving Commitments pursuant to this Section, repay and incur Revolving Loans ratably as between the Incremental Revolving Commitments and the Revolving Commitments outstanding immediately prior to such increase (provided that such repayment and incurrence may, with the Administrative Agent’s consent, be effectuated through assignments among Lenders with Revolving Commitments, which shall not require an Assignment and Acceptance and may be effectuated by the Administrative Agent through changes in the Register and fundings from such Lenders providing Incremental Commitments); provided, further, that Interest Periods applicable to Incremental Term Loan Loans or its AffiliatesRevolving Loans advanced pursuant to Incremental Revolving Commitments may, at the election of the Administrative Agent and the Borrower, be made with Interest Period(s) identical to the then remaining Interest Period(s) applicable to such Incremental existing Term Loan shall not be more than 0.50% higher than the corresponding All-In Yield (determined on the same basis) applicable to the existing Aggregate Revolving Commitments, Term Loan A or any then outstanding Incremental Term Loan (it being understood that (x) interest on the Aggregate Revolving Commitments, the Term Loan A and any existing Incremental Term Loan may be increased to the extent necessary to satisfy this requirement, (y) if Term SOFR in respect of such Incremental Facility includes a floor that is greater than both the floor applicable to the Aggregate Revolving Commitments, the Term Loan A or any existing Incremental Facility and 3-month Term SOFR then in effect, such excess amount (over the greater Loans of the relevant Class or existing floor and such 3-month Term SOFR) shall be equated to interest rate for purposes Revolving Loans of determining the applicable interest rate under such Incremental Facility and (z) differences in the Term SOFR or Base Rate floor if required to be adjusted pursuant to the foregoing shall be added to the Term SOFR or Base Rate floor to the extent required Class (and not allocated to the Applicable Marginsuch Interest Period(s) on a proportional basis); (jv) no the Borrower and its Subsidiaries shall be in pro forma compliance with each of the financial covenants set forth in Article VI as of the most recently ended Test Period, calculated as if all such Incremental Term Loans had been made and all such Incremental Revolving Commitments had been established (and fully funded) as of the first day of the relevant period for testing compliance (including giving effect to any Acquisitions on a Pro Forma Basis that are contemplated to be funded with such Incremental Term Loans or Incremental Revolving Commitments); and (vi) any collateral securing any such Incremental Commitments shall also secure all other Obligations on a pari passu basis. (b) The Borrower shall provide at least ten (10) days’ (or such shorter period of time as may be agreed to by the Administrative Agent in its sole discretion) written notice to the Administrative Agent (who shall promptly provide a copy of such notice to each Lender) of any proposal to establish an Incremental Commitment. The Borrower may also, but is not required to, specify any fees offered to those Lenders (the “Increasing Lenders”) that agree to increase the principal amount of their Revolving Commitments and/or provide Incremental Term Loan Commitments, which fees may be variable based upon the amount by which any such Lender is willing to increase the principal amount of its Revolving Commitment and/or the principal amount of the Incremental Term Loan Commitment such Lender is willing to provide, as applicable. No Lender (or any successor thereto) shall have any obligation obligation, express or implied, to offer to increase the aggregate principal amount of its Revolving Commitment or its other obligations under this Agreement and the other Loan Documents or to and/or provide any portion of any an Incremental Term FacilityLoan Commitment, and any decision by a Lender to increase its Revolving Commitment or and/or provide any portion of any an Incremental Term Facility Loan Commitment shall be made in its sole discretion independently from any other Lender; (k) no Arranger nor any . Only the consent of each Increasing Lender shall have any responsibility be required for arranging an increase in the aggregate principal amount of the Revolving Commitments and/or the establishment of a tranche of Incremental Term Loan Commitments, as applicable, pursuant to this Section. No Lender which declines to increase the principal amount of its Revolving Commitment and/or provide an Incremental Term Loan Commitment may be replaced with respect to its existing Revolving Commitment and/or its Incremental Term Loans, as applicable, as a result thereof without such Lender’s consent. The Borrower may accept some or all of the offered amounts from existing Lenders or designate new lenders that are acceptable to the Administrative Agent (any such Incremental Facility without their prior written consent and subject to be required only to the extent required under Section 10.4(b) for an assignment of Loans or Commitments of such Type to such conditionsnew lender), including fee arrangementsthe Borrower and, as they may provide in connection therewith; (l) except as otherwise required or permitted by clause (a) through (k) above, all other terms the case of any Incremental FacilityRevolving Commitments, if each Issuing Bank (such approvals of the Administrative Agent, the Borrower and the Issuing Banks not consistent to be unreasonably withheld) as additional Lenders hereunder in accordance with this Section (the terms “Additional Lenders”), which Additional Lenders may assume all or a portion of such Incremental Commitment. The Borrower shall have discretion to adjust the allocation of such Incremental Revolving Commitments and/or such Incremental Term Loans among the then-existing Lenders and the Additional Lenders (as it may elect). The sum of the increase in the principal amount of the Revolving Commitments and the aggregate principal amount of the Incremental Term Loan Commitments of the Increasing Lenders plus the principal amount of the Revolving Commitments and the aggregate principal amount of the Term Loan A or Commitments of the Additional Lenders shall not in the aggregate exceed the unsubscribed amount of the Incremental Commitment Amount. (c) Subject to subsections (a) and (b) of this Section, any increase requested by the Borrower shall be effective upon delivery to the Administrative Agent of each of the following documents: (i) an originally executed copy of an instrument of joinder (each, an “Incremental Commitment Joinder”), in form and substance reasonably acceptable to the Administrative Agent, executed by the Administrative Agent, by the Borrower, by each Additional Lender and by each Increasing Lender, setting forth the Incremental Revolving Loans under this AgreementCommitments and/or Incremental Term Loan Commitments, as applicable, of such Lenders and setting forth the case agreement of each Additional Lender to become a party to this Agreement and to be bound by all of the terms and provisions hereof; (ii) such evidence of appropriate corporate authorization on the part of the Borrower with respect to such Incremental Commitment and such opinions of counsel for the Borrower with respect to such Incremental Commitment as the Administrative Agent may bereasonably request; (iii) a certificate of the Borrower signed by a Responsible Officer, in form and substance reasonably acceptable to the Administrative Agent, certifying that each of the conditions in subsection (a) of this Section has been satisfied; (iv) to the extent requested by any Additional Lender or any Increasing Lender, executed promissory notes evidencing such Incremental Revolving Commitments and/or such Incremental Term Loans, issued by the Borrower in accordance with Section 2.10; and (v) any other certificates or documents that the Administrative Agent shall be reasonably request, in form and substance reasonably satisfactory to the Administrative Agent;. Upon the effectiveness of any such Incremental Commitment, the Commitments and Pro Rata Share of each Lender will be adjusted to give effect to the Incremental Revolving Commitments and/or the Incremental Term Loans, as applicable, and Schedule I shall automatically be deemed amended accordingly. (md) for purposes of clarity, extensions of credit under If any Incremental Facility shall constitute Loans hereunder and rank pari passu Term Loan Commitments are to be established pursuant to this Section, other than as set forth herein, all terms with all other Loans hereunder and respect thereto shall be secured on as set forth in the applicable Incremental Commitment Joinder, the execution and delivery of which agreement shall be a pari passu basis with condition to the other Obligations; and (n) effectiveness of the establishment of the Incremental Term Loan Commitments. Notwithstanding anything to the contrary in Section 11.210.2, the Administrative Agent, the Loan Parties and the existing Lenders and/or Additional Lenders providing any such Incremental Revolving Commitments or any such Incremental Term Loan Commitments, without the further consent of any other Person, are Agent is expressly permitted to enter into an Incremental Facility Amendment to amend the Loan Documents to the extent necessary to give effect to any increase in Revolving Commitments and/or establishment of a new Incremental Facility, Term Loan Commitment pursuant to this Section and to implement any technical, administrative and/or mechanical changes that are necessary or advisable to be implemented in connection therewith (includingincluding amendments to implement the requirements in the preceding sentence or the foregoing clause (a)(iv)(y) of this Section, without limitation, amendments to ensure continuing pro rata allocations of Eurodollar Loans and Commitments Base Rate Loans between Loans incurred pursuant to this Section and Loans outstanding immediately prior to any such incurrence and amendments to implement ratable participations participation in Letters of CreditCredit between the Incremental Revolving Commitments and the Revolving Commitments outstanding immediately prior to any such incurrence). (e) This Section 2.23 shall supersede any provisions in Section 2.21 or 10.2 to the contrary.

Increase of Commitments; Additional Lenders. The Borrower shall have the right from (a) From time to timetime after the Closing Date and in accordance with this Section, upon at least five the Borrower and one or more Increasing Lenders or Additional Lenders (5each as defined below) Business Days’ prior written notice to the Administrative Agent, may enter into an agreement to increase the Aggregate aggregate Revolving Commitments (each such increaseeach, an “Incremental Revolving Facility”) or establish and/or add one or more additional term loans loan facilities or to increase the aggregate amount of any existing Class of Term Loans hereunder (each such term loaneach, an “Incremental Term Facility”” and, and together with each the Incremental Revolving Facility, an the “Incremental FacilityFacilities”) by an so long as the following conditions are satisfied: (i) the aggregate principal amount of all such Incremental Facilities made pursuant to this Section shall not to exceed the Incremental Cap; provided that: that the aggregate commitments under the Incremental Revolving Facility shall not exceed $20,000,000; (aii) no Default or Event of Default shall have occurred and be continuing on the date on which such Incremental Facility is to become effective; provided that in connection with a requested borrowing of any Incremental Term Loan for the express purposes of funding, in whole or in part, the purchase price of a Permitted Acquisition that is a Limited Condition Transaction, the condition of this Section 2.23(a) shall be (x) no Default or Event of Default exists or would exist at the time a binding purchase agreement for such transaction is entered into by the applicable Loan Party and (y) the absence of a Specified Event of Default at the time of and immediately after giving effect to the consummation any such proposed incurrence, no Event of such Limited Condition Transaction; (b) both before Default shall exist and after giving effect to the consummation of the applicable Incremental Facility and the transactions related thereto, each of the all representations and warranties contained in this Agreement and of each Loan DB1/ 110470318.9 82 Party set forth in the other Loan Documents shall be true and correct in all material respects to the same extent as though made on and as of that date, except to the extent such (other than those representations and warranties specifically relate to an earlier datethat are expressly qualified by a Material Adverse Effect or other materiality, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date (provided that if a representation and warranty is qualified as to “materiality” or “Material Adverse Effect”, the materiality qualifier set forth above shall be disregarded with respect to such representation and warranty for purposes of this condition); provided that in connection with a requested borrowing of any Incremental Term Loan for the sole express purpose of financing in whole or in part the purchase price for a Limited Condition Transaction, (i) such representations and warranties shall be true and correct in all material respects (provided that if a representation and warranty is qualified as to “materiality” or “Material Adverse Effect”respects); provided, the materiality qualifier set forth above shall be disregarded that, solely with respect to such representation an Incremental Term Facility the proceeds of which are intended to and warranty for purposes shall be used to finance substantially contemporaneously a Limited Condition Transaction, the condition shall be that (x) no Event of this condition) Default shall exist on the LCT Test Date and as no Specified Event of Default shall exist on the date of effectiveness consummation of the definitive purchase agreement for such Limited Condition Transaction and (iiy) the representations and warranties required to be correct and accurate at the time of the closing of such Limited Condition Transaction and funding of any applicable Incremental Term Loan will be limited to the Specified Representations and such other representations and warranties in the applicable acquisition agreement made by or with respect to the Person or assets subject to such Permitted Acquisition that are material to the interests of the Lenders shall be true and correct in all material respectsrespects on the date of consummation of such Limited Condition Transaction; (iii) (x) any Incremental Term Facility made pursuant to this Section and which is a separate Class of Term Loans shall have a maturity date no earlier than the Maturity Date and shall have a Weighted Average Life to Maturity no shorter than that of the Term Loans made pursuant to Section 2.5, but only (y) any Incremental Term Facility made pursuant to this Section in the form of an increase to an existing Class of Term Loans shall have the same maturity date as such existing tranche of Term Loans, and (z) any Incremental Revolving Facility provided pursuant to this Section shall have a termination date no earlier than the Revolving Commitment Termination Date; (iv) the Borrower and its Restricted Subsidiaries shall be in compliance, on a Pro Forma Basis, with each of the financial covenants set forth in Article VI as of the most recently ended (1) Fiscal Quarter for which financial statements are required to have been delivered or (2) calendar month, solely to the extent that the Borrower financial statements for such month (and any prior month or applicable Subsidiary has months the right results for which are not included in clause (1)) have been delivered to terminate its obligations under such acquisition agreement or not consummate such Permitted Acquisition as a result of a breach of such representations in such acquisition agreement; (c) such Incremental Facility shall be in a minimum amount of $5,000,000 and in integral multiples of $1,000,000 in excess thereof (or such lesser amounts as the Administrative Agent may agree in its discretion); (d) such Incremental Revolving Facility or Incremental Term Facility shall be effective only upon receipt by the Administrative Agent of (i) additional Revolving Commitments (each such commitment, an “Incremental Revolving Commitment”) in a corresponding amount of such requested Incremental Revolving Facility or Incremental Term Loan Commitments, in each case, in a corresponding amount of such requested Incremental Term Facility from either existing Lenders and/or one or more other institutions that qualify as assignees under Section 11.4 and which are approved by the Administrative Agent (each such approval not to be unreasonably withheld or delayed) (each such institution, an “Additional Lender”) (and with respect to any Additional Lender providing an Incremental Revolving Commitment, with the approval of each of the Issuing Bank and the Swingline Lender) and (ii) documentation from each existing Lender or Additional Lender providing an Incremental Revolving Commitment or Incremental Term Loan Commitment evidencing its agreement to provide an Incremental Revolving Commitment and/or Incremental Term Loan Commitment and its acceptance of the obligations under this Agreement in form and substance reasonably acceptable to the Administrative Agent; (e) the Administrative Agent shall have received customary closing certificates and legal opinions and all other documents (including resolutions of the manager or board of directors of the Loan Parties) it may reasonably request relating to the corporate or other necessary authority for such Incremental Facility and the validity of such Incremental Facility, and any other matters relevant theretoin each case, all in form and substance reasonably satisfactory to the Administrative Agent; (f) the Administrative Agent shall have received a Pro Forma Compliance Certificate demonstrating compliance with the financial covenants in Article VI hereof after giving effect to such Incremental Facility calculated (without “netting” the cash proceeds thereof in such calculation) as if all such Incremental Term Facilities had been made and all such Incremental Revolving Facilities had been established (and fully funded) as of the applicable Incremental Facility against Consolidated Total Debt and assuming, first day (for purposes of such demonstrationSection 6.3) and as of the last day (for purposes of Section 6.1), that all Incremental Revolving Commitments are fully drawn) on a Pro Forma Basis in form and substance reasonably satisfactory as applicable, of the relevant period for testing compliance, provided, that, solely with respect to the Administrative Agent; provided that in connection with a requested borrowing of under any an Incremental Term Loan Commitment for Facility the express purposes proceeds of funding, in whole or in part, the purchase price of a Permitted Acquisition that is which are intended to and shall be used to finance substantially contemporaneously a Limited Condition Transaction, the date of determination for compliance with financial covenants in Article VI on a Pro Forma Basis shall be the date on which a binding purchase agreement is entered into by the Borrower or applicable Subsidiary; (g) if any Revolving Loans are outstanding at the time of the incurrence of any Incremental Revolving Facility, the Borrower shall, if applicable, prepay one or more existing Revolving Loans (such prepayment to be subject to Section 2.19) in an amount necessary such that after giving effect to such Incremental Revolving Facility, each Lender will hold its Pro Rata Share of outstanding Revolving Loans; (h) any Incremental Revolving Facility shall have terms identical to those for the Revolving Loans under this Agreement, except for upfront fees payable to the Lenders providing commitments for such Incremental Revolving Facility and, for purposes of clarity, no Incremental Revolving Facility shall be subject to any limited conditionality in connection with any Limited Condition Transaction; (i) with respect to any Incremental Term Facility, the interest rate, interest rate margins, fees, discount, amortization, protection with respect to the final maturity date and Weighted Average Life to Maturity and the final maturity date for such Incremental Term Facility applicable to any Incremental Term Facility shall be as condition set forth in this clause (iv) shall be true and correct on the definitive documentation thereforeLCT Test Date; provided that (iv) if the interest rate margin applicable to any such Incremental Term Facility incurred within 18 months of the Closing Date exceeds by more than 0.50% per annum the Applicable Margin then in effect for EurodollarSOFR Term Loans made pursuant to Section 2.5, then the Applicable Margin of the existing Term Loans, shall have a final maturity date be increased such that the Applicable Margin on the existing Term Loan is coterminous with or later no more than 0.50% per annum lower than the Revolving Commitment Termination Date interest rate margin on such Incremental Facility, provided, that in determining the interest rate margin applicable to such Incremental Term Facility and the existing Term Loans, (w) any prepayment premiums, arrangement, commitment, structuring, syndication, underwriting, placement, success, advisory, ticking and unused line, consent and amendment fees or other fees that are not generally paid ratably to all lenders providing such indebtedness or to one or more arrangers (or their affiliates) of such indebtedness shall be excluded, (x) original issue discount and upfront fees paid to the lenders thereunder shall be included (with original issue discount or upfront fees being equated to interest based on assumed four-year life to maturity), (y) if such Incremental Term Facility includes an interest rate floor greater than the applicable interest rate floor under the existing Term Loan, such differential between interest rate floors shall be equated to the applicable interest rate margin for purposes of determining whether an increase to the DB1/ 110470318.9 83 interest rate margin under the existing Term Loan shall be required, but only to the extent an increase in the interest rate floor in the existing Term Loan would cause an increase in the Applicable Margin then in effect for EurodollarSOFR Term Loans, and in such case the interest rate floor (but not the Applicable Margin) applicable to the existing Term Loan shall be increased to the extent of such differential between interest rate floors and (z) for purposes of calculating the adjustments pursuant to this clause (v), such Indebtedness, if it is fixed rate Indebtedness, shall be swapped to a floating rate on a customary matched maturity basis as is reasonably acceptable to the Administrative Agent and the Borrower; (vi) the Incremental Facilities (A) shall rank pari passu in right of payment and/or with respect to security with the Obligations, (B) may not be secured by any assets other than Collateral, (C) may not be guaranteed by any Person who is not a Loan Party and (D) may participate on a (x) pro rata basis (but not greater than a pro rata basis) or less than pro rata basis in any voluntary repayment or prepayment in respect of the Term Loans and (y) pro rata basis or less than pro rata basis (but not greater than a pro rata basis) in any mandatory repayment or prepayment in respect of the Term Loans; and (vii) (x) any Incremental Term Facility made pursuant to this Section and which is a separate tranche of Term Loans shall be on terms and conditions that are, taken as a whole, not materially more favorable to the lenders or holders providing such Indebtedness than, those applicable to the existing Term Loans, as determined in good faith by a Responsible Officer of the Borrower (except (A) as otherwise permitted by this Section 2.23, (B) for covenants applicable only to periods after the Maturity Date of the Term Loan ALoans at the time of incurrence and (C) to the extent such terms and conditions are offered to be conformed or added to this Agreement for the benefit of the existing Lenders pursuant to an amendment) and to the extent applicable and if reasonably requested by the Administrative Agent, such Indebtedness shall be subject to an Acceptable Intercreditor Agreement, (iiy) the Weighted Average Life to Maturity of such any Incremental Term Facility made pursuant to this Section in the form of an increase to an existing Class of Term Loans shall not be less on the same terms and conditions (subject to clause (v) above, other than the Weighted Average Life with respect to Maturity of the Term Loan A or any other then existing Incremental Term Loan, (iii) such Incremental Term Facility shall share ratably in any mandatory prepayments of any then-existing Term Loan (or otherwise provide for more favorable mandatory prepayment treatment for the other Term Loans) and shall have ratable voting rights as the Term Loan A (or otherwise provide for more favorable voting rights for the other Term Loans) and (iv) the all-in yield (including interest rate margins, any interest rate floors, original issue discount and upfront fees fees) as such existing Class of Term Loans (based on the lesser of a four-year average life to maturity or the remaining life to maturity) (the “All-In Yield”except as otherwise permitted by this Section 2.23), but excluding arrangement, structuring and underwriting fees paid or payable to the any arranger of such Incremental Term Loan or its Affiliates) applicable to such Incremental Term Loan shall not be more than 0.50% higher than the corresponding All-In Yield (determined on the same basis) applicable to the existing Aggregate Revolving Commitments, Term Loan A or any then outstanding Incremental Term Loan (it being understood that (x) interest on the Aggregate Revolving Commitments, the Term Loan A and any existing Incremental Term Loan may be increased to the extent necessary to satisfy this requirement, (y) if Term SOFR in respect of such Incremental Facility includes a floor that is greater than both the floor applicable to the Aggregate Revolving Commitments, the Term Loan A or any existing Incremental Facility and 3-month Term SOFR then in effect, such excess amount (over the greater of the existing floor and such 3-month Term SOFR) shall be equated to interest rate for purposes of determining the applicable interest rate under such Incremental Facility and (z) differences in the Term SOFR or Base Rate floor if required to be adjusted any Incremental Revolving Facility provided pursuant to the foregoing this Section shall be added on the same terms and conditions (other than with respect to upfront fees) as the Term SOFR or Base Rate floor to the extent required Revolving Loans (and not to the Applicable Margin); (j) no Lender (or any successor thereto) shall have any obligation to increase its Revolving Commitment or its other obligations under this Agreement and the other Loan Documents or to provide any portion of any Incremental Term Facility, and any decision by a Lender to increase its Revolving Commitment or provide any portion of any Incremental Term Facility shall be made in its sole discretion independently from any other Lender; (k) no Arranger nor any Lender shall have any responsibility for arranging any such Incremental Facility without their prior written consent and subject to such conditions, including fee arrangements, as they may provide in connection therewith; (l) except as otherwise required or permitted by clause (a) through (k) above, all other terms of any Incremental Facility, if not consistent with the terms of the Term Loan A or the Revolving Loans under this Agreement, as the case may be, shall be reasonably satisfactory to the Administrative Agent; (m) for purposes of clarity, extensions of credit under any Incremental Facility shall constitute Loans hereunder and rank pari passu with all other Loans hereunder and shall be secured on a pari passu basis with the other Obligations; and (n) Notwithstanding anything to the contrary in Section 11.2, the Administrative Agent, the Loan Parties and the existing Lenders and/or Additional Lenders providing any such Incremental Revolving Commitments or any such Incremental Term Loan Commitments, without the further consent of any other Person, are expressly permitted to enter into an Incremental Facility Amendment to amend the Loan Documents to the extent necessary to give effect to Incremental Facility, and to implement any technical, administrative and/or mechanical changes that are necessary or advisable to be implemented in connection therewith (including, without limitation, to ensure continuing pro rata allocations of Loans and Commitments and to implement ratable participations in Letters of Credit).2.23

Increase of Commitments; Additional Lenders. The Borrower shall have the right from (a) From time to timetime after the Closing Date and in accordance with this Section, upon at least five the Borrower and one or more Increasing Lenders or Additional Lenders (5each as defined below) Business Days’ prior written notice may enter into an agreement to the Administrative Agent, to (i) increase the Aggregate aggregate principal amount of the Revolving Commitments and/or (ii) establish one or more tranches of Incremental Term Loan Commitments hereunder (each such increaseincrease or additional tranche, an “Incremental Revolving FacilityCommitment” and the principal amount thereof, the “Incremental Commitment Amount”) or establish one or more additional term loans (each such term loan, an “Incremental Term Facility”, and together with each Incremental Revolving Facility, an “Incremental Facility”) by an amount not to exceed so long as the Incremental Cap; provided thatfollowing conditions are satisfied: (ai) the aggregate principal amount of all such Incremental Commitments made pursuant to this Section shall not exceed $30,000,000; (ii) the Borrower shall execute and deliver such documents and instruments and take such other actions as may be reasonably required by the Administrative Agent in connection with and at the time of any such proposed increase; (iii) subject, in the case of an Incremental Term Loan (and related Incremental Term Loan Commitments) used to finance a Limited Condition Acquisition, to Section 1.5, at the time of and immediately after giving effect to any such Incremental Commitment, (x) no Default or Event of Default shall exist; provided that (A) in the case of any Incremental Commitment obtained for the purposes of financing an Acquisition not prohibited by this Agreement, the Lenders providing such Incremental Commitment and the Administrative Agent may agree that such condition shall be limited to an absence of an Event of Default under Section 8.1(a), (b), (g), (h) or (i) and (B) if the Borrower makes an LCA Election pursuant to Section 1.5 and such condition is tested as of the applicable LCA Test Date, it shall also be a condition that no Event of Default under Section 8.1(a), (b), (g), (h) or (i) shall have occurred and be continuing or would result from the incurrence of such Incremental Term Loan (and related Term Loan Commitments) and the transactions consummated in connection therewith (including the incurrence of any Indebtedness and the use proceeds thereof) on the date on which such Incremental Facility is to become effective; provided that in connection with a requested borrowing of any Term Loan (and related Incremental Term Loan for Commitments) is incurred and the express purposes of funding, in whole or in part, the purchase price of a Permitted Acquisition that is a applicable Limited Condition TransactionAcquisition is consummated, the condition of this Section 2.23(a) shall be (x) no Default or Event of Default exists or would exist at the time a binding purchase agreement for such transaction is entered into by the applicable Loan Party and (y) the absence of a Specified Event of Default at the time of and after giving effect to the consummation of such Limited Condition Transaction; (b) both before and after giving effect to the consummation of the applicable Incremental Facility and the transactions related thereto, each of the all representations and warranties contained in this Agreement and of each Loan Party set forth in the other Loan Documents shall be true and correct in all material respects to the same extent as though made on and as of that date, except to the extent such (other than those representations and warranties specifically relate to an earlier datethat are expressly qualified by Material Adverse Effect or other materiality, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date (provided that if a representation and warranty is qualified as to “materiality” or “Material Adverse Effect”, the materiality qualifier set forth above shall be disregarded with respect to such representation and warranty for purposes of this condition); provided that in connection with a requested borrowing of any Incremental Term Loan for the sole express purpose of financing in whole or in part the purchase price for a Limited Condition Transaction, (i) such representations and warranties shall be true and correct in all material respects (provided that if a representation and warranty is qualified as to “materiality” or “Material Adverse Effect”, the materiality qualifier set forth above shall be disregarded with respect to such representation and warranty for purposes of this conditionrespects) on and as of the date of effectiveness the establishment of such Incremental Commitment (or, if such representation or warranty relates to an earlier date, as of such earlier date); provided that in the definitive purchase agreement case of any Incremental Commitment obtained for the purposes of financing an Acquisition or other Investment not prohibited by this Agreement, the Lenders providing such Limited Condition Transaction Incremental Commitment may agree that the only representations and warranties the accuracy of which shall be a condition to such Incremental Commitment (and the Incremental Term Loans or Revolving Loans provided thereunder) shall be (I) the Specified Representations and (iiII) the representations and warranties required to be correct and accurate at the time of the closing of such Limited Condition Transaction and funding of any applicable Incremental Term Loan will be limited to the Specified Representations and such other representations and warranties in the applicable acquisition agreement made by or with respect to on behalf of the Person applicable target in the purchase, acquisition or assets subject to similar agreement governing such Permitted Acquisition that or other Investment as are material to the interests of the Lenders shall be true and correct in all material respectsLenders, but only to the extent that the Borrower (or the Borrower’s applicable Subsidiary Affiliates or Subsidiaries) has the right (determined without regard to any notice requirement) not to consummate or the right to terminate its (or cause the termination of) the Borrower’s (or such Affiliates’ or Subsidiaries’) obligations under such purchase, acquisition or other agreement or not consummate such Permitted Acquisition as a result of a breach of such representations or warranties in such purchase, acquisition agreement; (c) such Incremental Facility shall be in a minimum amount of $5,000,000 and in integral multiples of $1,000,000 in excess thereof or other agreement (or the failure of such lesser amounts as representations or warranties to be accurate or to satisfy the Administrative Agent may agree closing conditions in its discretionsuch purchase, acquisition or other agreement applicable to such representations or warranties) (such representations and warranties, the “Specified Target Representations”); (div) (x) any incremental term loans made pursuant to this Section (the “Incremental Term Loans” and, the commitments with respect thereto, the “Incremental Term Loan Commitments”) shall have a maturity date no earlier than the latest Maturity Date in effect at the time such Incremental Term Loans are incurred, shall have a Weighted Average Life to Maturity no shorter than that of any then-outstanding Term Loans (without giving effect to previous reductions in and previously made amortization payments on such Term Loans) and shall otherwise have terms (other than pricing and any representations, warranties, covenants and other provisions applicable only to periods after the latest Maturity Date hereunder at such time) that either are consistent with the applicable terms of the existing Loans and Commitments hereunder or are reasonably satisfactory to the Administrative Agent (it being understood and agreed that to the extent that any more restrictive terms are added for the benefit of any Incremental Term Loan Commitments and related Incremental Term Loans, no consent shall be required from the Administrative Agent or any Lender to the extent that such terms are also added for the benefit of the existing Loans and Commitments (to the extent applicable)), and (y) any incremental Revolving Commitments provided pursuant to this Section (the “Incremental Revolving Commitments”) shall have identical terms (including pricing and termination date; provided that upfront fees for any Incremental Revolving Commitments will be permitted and shall be determined by the Borrower and the Lenders providing such Incremental Revolving Facility or Commitments) to the Revolving Commitments and be treated as the same Class as the Revolving Commitments and the Borrower shall, after the establishment of any Incremental Term Facility Revolving Commitments pursuant to this Section, repay and incur Revolving Loans ratably as between the Incremental Revolving Commitments and the Revolving Commitments outstanding immediately prior to such increase (provided that such repayment and incurrence may, with the Administrative Agent’s consent, be effectuated through assignments among Lenders with Revolving Commitments, which shall not require an Assignment and Acceptance and may be effective only upon receipt effectuated by the Administrative Agent of (i) additional through changes in the Register and fundings from such Lenders providing Incremental Commitments); provided, further, that Interest Periods applicable to Incremental Term Loans or Revolving Loans advanced pursuant to Incremental Revolving Commitments may, at the election of the Administrative Agent and the Borrower, be made with Interest Period(s) identical to the then remaining Interest Period(s) applicable to any existing Term Loans of the relevant Class or existing Revolving Loans of the applicable Class (and allocated to such Interest Period(s) on a proportional basis); (v) subject, in the case of an Incremental Term Loan (and related Incremental Term Loan Commitments) used to finance a Limited Condition Acquisition, to Section 1.5, the Borrower and its Subsidiaries shall be in pro forma compliance with each of the financial covenants set forth in Article VI as of the most recently ended Test Period, calculated as if all such commitment, an “Incremental Term Loans had been made and all such Incremental Revolving Commitments had been established (and fully funded) as of the first day of the relevant period for testing compliance (including giving effect to any Acquisitions on a Pro Forma Basis that are contemplated to be funded with such Incremental Term Loans or Incremental Revolving Commitments); and (vi) any collateral securing any such Incremental Commitments shall also secure all other Obligations on a pari passu basis. (b) The Borrower shall provide at least ten (10) days’ (or such shorter period of time as may be agreed to by the Administrative Agent in its sole discretion) written notice to the Administrative Agent (who shall promptly provide a copy of such notice to each Lender) of any proposal to establish an Incremental Commitment. The Borrower may also, but is not required to, specify any fees offered to those Lenders (the “Increasing Lenders”) in a corresponding that agree to increase the principal amount of such requested Incremental their Revolving Facility or Commitments and/or provide Incremental Term Loan Commitments, in each case, in a corresponding which fees may be variable based upon the amount by which any such Lender is willing to increase the principal amount of such requested Incremental Term Facility from either existing Lenders its Revolving Commitment and/or one or more other institutions that qualify as assignees under Section 11.4 and which are approved by the Administrative Agent (each such approval not to be unreasonably withheld or delayed) (each such institution, an “Additional Lender”) (and with respect to any Additional Lender providing an Incremental Revolving Commitment, with the approval of each principal amount of the Issuing Bank and the Swingline Lender) and (ii) documentation from each existing Lender or Additional Lender providing an Incremental Revolving Commitment or Incremental Term Loan Commitment evidencing its agreement such Lender is willing to provide an Incremental Revolving Commitment and/or Incremental Term Loan Commitment and its acceptance of the obligations under this Agreement in form and substance reasonably acceptable to the Administrative Agent; (e) the Administrative Agent shall have received customary closing certificates and legal opinions and all other documents (including resolutions of the manager or board of directors of the Loan Parties) it may reasonably request relating to the corporate or other necessary authority for such Incremental Facility and the validity of such Incremental Facilityprovide, and any other matters relevant thereto, all in form and substance reasonably satisfactory to the Administrative Agent; (f) the Administrative Agent shall have received a Pro Forma Compliance Certificate demonstrating compliance with the financial covenants in Article VI hereof after giving effect to such Incremental Facility (without “netting” the cash proceeds of the applicable Incremental Facility against Consolidated Total Debt and assuming, for purposes of such demonstration, that all Incremental Revolving Commitments are fully drawn) on a Pro Forma Basis in form and substance reasonably satisfactory to the Administrative Agent; provided that in connection with a requested borrowing of under any Incremental Term Loan Commitment for the express purposes of funding, in whole or in part, the purchase price of a Permitted Acquisition that is a Limited Condition Transaction, the date of determination for compliance with financial covenants in Article VI on a Pro Forma Basis shall be the date on which a binding purchase agreement is entered into by the Borrower or applicable Subsidiary; (g) if any Revolving Loans are outstanding at the time of the incurrence of any Incremental Revolving Facility, the Borrower shall, if as applicable, prepay one or more existing Revolving Loans (such prepayment to be subject to Section 2.19) in an amount necessary such that after giving effect to such Incremental Revolving Facility, each Lender will hold its Pro Rata Share of outstanding Revolving Loans; (h) any Incremental Revolving Facility shall have terms identical to those for the Revolving Loans under this Agreement, except for upfront fees payable to the Lenders providing commitments for such Incremental Revolving Facility and, for purposes of clarity, no Incremental Revolving Facility shall be subject to any limited conditionality in connection with any Limited Condition Transaction; (i) with respect to any Incremental Term Facility, the interest rate, interest rate margins, fees, discount, amortization, protection with respect to the final maturity date and Weighted Average Life to Maturity and the final maturity date for such Incremental Term Facility applicable to any Incremental Term Facility shall be as set forth in the definitive documentation therefore; provided that (i) any such Incremental Term Facility shall have a final maturity date that is coterminous with or later than the Revolving Commitment Termination Date and the Maturity Date of the Term Loan A, (ii) the Weighted Average Life to Maturity of such Incremental Term Facility shall not be less than the Weighted Average Life to Maturity of the Term Loan A or any other then existing Incremental Term Loan, (iii) such Incremental Term Facility shall share ratably in any mandatory prepayments of any then-existing Term Loan (or otherwise provide for more favorable mandatory prepayment treatment for the other Term Loans) and shall have ratable voting rights as the Term Loan A (or otherwise provide for more favorable voting rights for the other Term Loans) and (iv) the all-in yield (including interest rate margins, any interest rate floors, original issue discount and upfront fees (based on the lesser of a four-year average life to maturity or the remaining life to maturity) (the “All-In Yield”), but excluding arrangement, structuring and underwriting fees paid or payable to the any arranger of such Incremental Term Loan or its Affiliates) applicable to such Incremental Term Loan shall not be more than 0.50% higher than the corresponding All-In Yield (determined on the same basis) applicable to the existing Aggregate Revolving Commitments, Term Loan A or any then outstanding Incremental Term Loan (it being understood that (x) interest on the Aggregate Revolving Commitments, the Term Loan A and any existing Incremental Term Loan may be increased to the extent necessary to satisfy this requirement, (y) if Term SOFR in respect of such Incremental Facility includes a floor that is greater than both the floor applicable to the Aggregate Revolving Commitments, the Term Loan A or any existing Incremental Facility and 3-month Term SOFR then in effect, such excess amount (over the greater of the existing floor and such 3-month Term SOFR) shall be equated to interest rate for purposes of determining the applicable interest rate under such Incremental Facility and (z) differences in the Term SOFR or Base Rate floor if required to be adjusted pursuant to the foregoing shall be added to the Term SOFR or Base Rate floor to the extent required (and not to the Applicable Margin); (j) no . No Lender (or any successor thereto) shall have any obligation obligation, express or implied, to offer to increase the aggregate principal amount of its Revolving Commitment or its other obligations under this Agreement and the other Loan Documents or to and/or provide any portion of any an Incremental Term FacilityLoan Commitment, and any decision by a Lender to increase its Revolving Commitment or and/or provide any portion of any an Incremental Term Facility Loan Commitment shall be made in its sole discretion independently from any other Lender; (k) no Arranger nor any . Only the consent of each Increasing Lender shall have any responsibility be required for arranging Incremental Commitments pursuant to this Section. No Lender which declines to increase the principal amount of its Revolving Commitment and/or provide an Incremental Term Loan Commitment may be replaced with respect to its existing Revolving Commitment, its existing Term Loan Commitment (if any) and/or its existing Term Loans (if any), as applicable, as a result thereof without such Lender’s consent. The Borrower may accept some or all of the offered amounts from existing Lenders or designate new lenders that are acceptable to the Administrative Agent (any such Incremental Facility without their prior written consent and subject to be required only to the extent required under Section 10.4(b) for an assignment of Loans or Commitments of such Type to such conditionsnew lender), including fee arrangementsthe Borrower and, as they may provide in connection therewith; (l) except as otherwise required or permitted by clause (a) through (k) above, all other terms the case of any Incremental FacilityRevolving Commitments, if each Issuing Bank (such approvals of the Administrative Agent, the Borrower and the Issuing Banks not consistent to be unreasonably withheld) as additional Lenders hereunder in accordance with this Section (the terms “Additional Lenders”), which Additional Lenders may assume all or a portion of such Incremental Commitment. The Borrower shall have discretion to adjust the allocation of such Incremental Revolving Commitments and/or such Incremental Term Loans among the then-existing Lenders and the Additional Lenders (as it may elect). The sum of the increase in the principal amount of the Revolving Commitments and the aggregate principal amount of the Incremental Term Loan Commitments of the Increasing Lenders plus the principal amount of the Revolving Commitments and the aggregate principal amount of the Term Loan A or Commitments of the Additional Lenders shall not in the aggregate exceed the unsubscribed amount of the Incremental Commitment Amount. (c) Subject to subsections (a) and (b) of this Section, any increase requested by the Borrower shall be effective upon delivery to the Administrative Agent of each of the following documents: (i) an originally executed copy of an instrument of joinder (each, an “Incremental Commitment Joinder”), in form and substance reasonably acceptable to the Administrative Agent, executed by the Administrative Agent, by the Borrower, by each Additional Lender and by each Increasing Lender, setting forth the Incremental Revolving Loans under this AgreementCommitments and/or Incremental Term Loan Commitments, as applicable, of such Lenders and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all of the terms and provisions hereof; (ii) such evidence of appropriate corporate authorization on the part of the Borrower with respect to such Incremental Commitment and such opinions of counsel for the Borrower with respect to such Incremental Commitment as the Administrative Agent may reasonably request; (iii) a certificate of the Borrower signed by a Responsible Officer, in form and substance reasonably acceptable to the Administrative Agent, certifying that each of the conditions in subsection (a) of this Section has been satisfied; provided that, in the case may beof an Incremental Term Loan (and related Incremental Term Loan Commitments) used to finance a Limited Condition Acquisition, the conditions set forth in subsection (a) of this Section that are tested as of the applicable LCA Test Date shall be certified in the applicable LCA Election Certificate instead of the certificate delivered pursuant to this subsection (iii); (iv) to the extent requested by any Additional Lender or any Increasing Lender, executed promissory notes evidencing such Incremental Revolving Commitments and/or such Incremental Term Loans, issued by the Borrower in accordance with Section 2.10; and (v) any other certificates or documents that the Administrative Agent shall reasonably request, in form and substance reasonably satisfactory to the Administrative Agent;. Upon the effectiveness of any such Incremental Commitment, the Commitments and Pro Rata Share of each Lender will be adjusted to give effect to the Incremental Commitments and/or the Incremental Term Loans, as applicable, and Schedule I shall automatically be deemed amended accordingly. (md) for purposes of clarity, extensions of credit under If any Incremental Facility shall constitute Loans hereunder and rank pari passu Term Loan Commitments are to be established pursuant to this Section, other than as set forth herein, all terms with all other Loans hereunder and respect thereto shall be secured on as set forth in the applicable Incremental Commitment Joinder, the execution and delivery of which agreement shall be a pari passu basis with condition to the other Obligations; and (n) effectiveness of the establishment of the Incremental Term Loan Commitments. Notwithstanding anything to the contrary in Section 11.210.2, the Administrative Agent, the Loan Parties and the existing Lenders and/or Additional Lenders providing any such Incremental Revolving Commitments or any such Incremental Term Loan Commitments, without the further consent of any other Person, are Agent is expressly permitted to enter into an Incremental Facility Amendment to amend the Loan Documents to the extent necessary to give effect to any increase in Commitments and/or establishment of a new Incremental Facility, Term Loan Commitment pursuant to this Section and to implement any technical, administrative and/or mechanical changes that are necessary or advisable to be implemented in connection therewith (includingincluding amendments to implement the requirements in the preceding sentence or the foregoing clause (a)(iv) of this Section, without limitation, amendments to ensure continuing pro rata allocations of Eurodollar Loans and Commitments Base Rate Loans between Loans incurred pursuant to this Section and Loans outstanding immediately prior to any such incurrence and amendments to implement ratable participations participation in Letters of CreditCredit between the Incremental Revolving Commitments and the Revolving Commitments outstanding immediately prior to any such incurrence). (e) This Section 2.23 shall supersede any provisions in Section 2.21 or 10.2 to the contrary.

Increase of Commitments; Additional Lenders. The Borrower shall have the right from (a) From time to timetime after the Closing Date and in accordance with this Section, upon at least five the Borrower and one or more Increasing Lenders or Additional Lenders (5each as defined below) Business Days’ prior written notice to the Administrative Agent, may enter into an agreement to increase the Aggregate aggregate Revolving Commitments (each such increase, an “Incremental Revolving Facility”) or establish one or more additional term loans (each such term loanCommitment Increase” and the commitments in respect thereof, an “Incremental Term Facility”LEGAL02/42400466v16 Commitment” and the loans made pursuant thereto, and together with each Incremental Revolving Facility, an “Incremental FacilityLoans”) by an amount not to exceed ), so long as the Incremental Cap; provided thatfollowing conditions are satisfied: (ai) the aggregate principal amount of each Incremental Commitment Increase shall not be less than $2,500,000 and the aggregate principal amount of all such Incremental Commitments made pursuant to this Section shall not exceed $50,000,000; (ii) all Incremental Commitments shall (except for the amounts thereof) have terms that are identical to the Revolving Commitments in effect immediately prior to the establishment of such Incremental Commitments; (iii) the Borrower shall execute and deliver such documents and instruments and take such other actions as may be reasonably required by the Administrative Agent in connection with and at the time of any such proposed increase; (iv) at the time of and immediately after giving effect to any such proposed increase, (A) no Default or Event of Default shall have occurred and be continuing on the date on which such Incremental Facility is to become effective; provided that in connection with a requested borrowing of any Incremental Term Loan for the express purposes of fundingexist, in whole or in part, the purchase price of a Permitted Acquisition that is a Limited Condition Transaction, the condition of this Section 2.23(a(B) shall be (x) no Default or Event of Default exists or would exist at the time a binding purchase agreement for such transaction is entered into by the applicable Loan Party and (y) the absence of a Specified Event of Default at the time of and after giving effect to the consummation of such Limited Condition Transaction; (b) both before and after giving effect to the consummation of the applicable Incremental Facility and the transactions related thereto, each of the all representations and warranties contained in this Agreement and of each Loan Party set forth in the other Loan Documents shall be true and correct in all material respects to the same extent as though made on and as of that date, except to the extent any such representations and warranties specifically relate (x) are expressly limited to an earlier date, in which case case, on and as of the date of such increase and immediately after giving effect to any such proposed increase, such representations and warranties shall have been continue to be true and correct in all material respects on and as of such specified earlier date or (provided that if a representation and warranty is y) are already qualified as to “by materiality” or “, Material Adverse Effect”Effect or a similar qualification, the materiality qualifier set forth above shall be disregarded with respect to such representation and warranty for purposes of this condition); provided that in connection with a requested borrowing of any Incremental Term Loan for the sole express purpose of financing in whole or in part the purchase price for a Limited Condition Transactionwhich case, (i) such representations and warranties shall be true and correct in all material respects respects, and (provided that if C) since December 31, 2021, there shall have been no change which has had or could reasonably be expected to have a representation and warranty is qualified as to “materiality” or “Material Adverse Effect”, ; (v) the materiality qualifier Borrower and its Subsidiaries shall be in pro forma compliance with each of the financial covenants set forth above shall be disregarded with respect to such representation and warranty for purposes of this condition) on and in Article VI as of the date of effectiveness most recently ended Fiscal Quarter for which financial statements are required to have been delivered, calculated as if all such Incremental Commitments had been established (and fully funded) as of the definitive purchase agreement for such Limited Condition Transaction and (ii) the representations and warranties required to be correct and accurate at the time first day of the closing of such Limited Condition Transaction and funding of any applicable Incremental Term Loan will be limited to the Specified Representations and such other representations and warranties in the applicable acquisition agreement made by or with respect to the Person or assets subject to such Permitted Acquisition that are material to the interests of the Lenders shall be true and correct in all material respects, but only to the extent that the Borrower or applicable Subsidiary has the right to terminate its obligations under such acquisition agreement or not consummate such Permitted Acquisition as a result of a breach of such representations in such acquisition agreement;relevant period for testing compliance; and (cvi) any collateral securing any such Incremental Facility Commitments shall be in also secure all other Obligations on a minimum amount of $5,000,000 and in integral multiples of $1,000,000 in excess thereof (or such lesser amounts as the Administrative Agent may agree in its discretion);pari passu basis. (db) such Incremental Revolving Facility or Incremental Term Facility The Borrower shall be effective only upon receipt by the Administrative Agent of (i) additional Revolving Commitments (each such commitment, an “Incremental Revolving Commitment”) in a corresponding amount of such requested Incremental Revolving Facility or Incremental Term Loan Commitments, in each case, in a corresponding amount of such requested Incremental Term Facility from either existing Lenders and/or one or more other institutions that qualify as assignees under Section 11.4 and which are approved by provide at least 30 days’ written notice to the Administrative Agent (who shall promptly provide a copy of such notice to each such approval not Lender) of any proposal to be unreasonably withheld or delayed) (each such institution, an “Additional Lender”) (and with respect to any Additional Lender providing establish an Incremental Commitment. The Borrower may also, but is not required to, specify any fees offered to those Lenders that agree to provide Incremental Commitments (the “Increasing Lenders”), which fees may be variable based upon the amount by which any such Lender is willing to increase the principal amount of its Revolving Commitment. Each Increasing Lender shall as soon as practicable, with the approval and in any case within 15 days following receipt of each of the Issuing Bank and the Swingline Lender) and (ii) documentation from each existing Lender or Additional Lender providing an Incremental Revolving Commitment or Incremental Term Loan Commitment evidencing its agreement to provide an Incremental Revolving Commitment and/or Incremental Term Loan Commitment and its acceptance of the obligations under this Agreement such notice, specify in form and substance reasonably acceptable a written notice to the Administrative Agent; (e) Borrower and the Administrative Agent shall have received customary closing certificates and legal opinions and all other documents (including resolutions of the manager or board of directors of the Loan Parties) it may reasonably request relating to the corporate or other necessary authority for such Incremental Facility and the validity amount of such proposed Incremental Facility, and any other matters relevant thereto, all in form and substance reasonably satisfactory Commitment that it is willing to the Administrative Agent; (f) the Administrative Agent shall have received a Pro Forma Compliance Certificate demonstrating compliance with the financial covenants in Article VI hereof after giving effect to such Incremental Facility (without “netting” the cash proceeds of the applicable Incremental Facility against Consolidated Total Debt and assuming, for purposes of such demonstration, that all Incremental Revolving Commitments are fully drawn) on a Pro Forma Basis in form and substance reasonably satisfactory to the Administrative Agent; provided that in connection with a requested borrowing of under any Incremental Term Loan Commitment for the express purposes of funding, in whole or in part, the purchase price of a Permitted Acquisition that is a Limited Condition Transaction, the date of determination for compliance with financial covenants in Article VI on a Pro Forma Basis shall be the date on which a binding purchase agreement is entered into by the Borrower or applicable Subsidiary; (g) if any Revolving Loans are outstanding at the time of the incurrence of any Incremental Revolving Facility, the Borrower shall, if applicable, prepay one or more existing Revolving Loans (such prepayment to be subject to Section 2.19) in an amount necessary such that after giving effect to such Incremental Revolving Facility, each Lender will hold its Pro Rata Share of outstanding Revolving Loans; (h) any Incremental Revolving Facility shall have terms identical to those for the Revolving Loans under this Agreement, except for upfront fees payable to the Lenders providing commitments for such Incremental Revolving Facility and, for purposes of clarity, no Incremental Revolving Facility shall be subject to any limited conditionality in connection with any Limited Condition Transaction; (i) with respect to any Incremental Term Facility, the interest rate, interest rate margins, fees, discount, amortization, protection with respect to the final maturity date and Weighted Average Life to Maturity and the final maturity date for such Incremental Term Facility applicable to any Incremental Term Facility shall be as set forth in the definitive documentation therefore; provided that (i) any such Incremental Term Facility shall have a final maturity date that is coterminous with or later than the Revolving Commitment Termination Date and the Maturity Date of the Term Loan A, (ii) the Weighted Average Life to Maturity of such Incremental Term Facility shall not be less than the Weighted Average Life to Maturity of the Term Loan A or any other then existing Incremental Term Loan, (iii) such Incremental Term Facility shall share ratably in any mandatory prepayments of any then-existing Term Loan (or otherwise provide for more favorable mandatory prepayment treatment for the other Term Loans) and shall have ratable voting rights as the Term Loan A (or otherwise provide for more favorable voting rights for the other Term Loans) and (iv) the all-in yield (including interest rate margins, any interest rate floors, original issue discount and upfront fees (based on the lesser of a four-year average life to maturity or the remaining life to maturity) (the “All-In Yield”), but excluding arrangement, structuring and underwriting fees paid or payable to the any arranger of such Incremental Term Loan or its Affiliates) applicable to such Incremental Term Loan shall not be more than 0.50% higher than the corresponding All-In Yield (determined on the same basis) applicable to the existing Aggregate Revolving Commitments, Term Loan A or any then outstanding Incremental Term Loan (it being understood that (x) interest on the Aggregate Revolving Commitments, the Term Loan A and any existing Incremental Term Loan may be increased to the extent necessary to satisfy this requirement, (y) if Term SOFR in respect of such Incremental Facility includes a floor that is greater than both the floor applicable to the Aggregate Revolving Commitments, the Term Loan A or any existing Incremental Facility and 3-month Term SOFR then in effect, such excess amount (over the greater of the existing floor and such 3-month Term SOFR) shall be equated to interest rate for purposes of determining the applicable interest rate under such Incremental Facility and (z) differences in the Term SOFR or Base Rate floor if required to be adjusted pursuant to the foregoing shall be added to the Term SOFR or Base Rate floor to the extent required (and not to the Applicable Margin); (j) no provide. No Lender (or any successor thereto) shall have any obligation to increase its Revolving Commitment obligation, express or its other obligations under this Agreement and the other Loan Documents or implied, to provide any portion of any an Incremental Term FacilityCommitment, and any decision by a Lender to increase its Revolving provide an Incremental Commitment or provide any portion of any Incremental Term Facility shall be made in its sole discretion independently from any other Lender. Only the consent of each Increasing Lender shall be required to establish an Incremental Commitment. No Lender which declines to provide an Incremental Commitment may be replaced with respect to its existing Revolving Commitment, as a result thereof without such Lender’s consent. If any Lender shall fail to notify the Borrower and the Administrative Agent in writing about whether it will provide an Incremental Commitment within 15 days after receipt of such notice, such Lender shall be deemed to have declined to provide such Incremental Commitment. The Borrower may accept some or all of the offered amounts or designate new lenders that are acceptable to the Administrative Agent (such approval not to be unreasonably withheld) as additional Lenders hereunder in accordance with this Section (the “Additional Lenders”), which Additional Lenders may assume all or a portion of such Incremental Commitment. The Borrower and the Administrative Agent shall have discretion jointly to adjust the allocation of such Incremental Commitments among the Increasing Lenders and the Additional Lenders; provided that Truist Bank shall LEGAL02/42400466v16 always be permitted (but not obligated) to increase its Commitments in an amount no less than its Pro Rata Share. (c) Subject to paragraphs (a) and (b) of this Section, any increase requested by the Borrower shall be effective upon delivery to the Administrative Agent of each of the following documents: (i) an originally executed copy of an instrument of joinder, in form and substance reasonably acceptable to the Administrative Agent, executed by the Borrower, by each Additional Lender and by each Increasing Lender, setting forth the Incremental Commitments of such Lenders and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all of the terms and provisions hereof; (kii) no Arranger nor any Lender shall have any responsibility for arranging any such evidence of appropriate corporate authorization on the part of the Borrower with respect to such Incremental Facility without their prior written consent Commitment and subject such opinions of counsel for the Borrower with respect to such conditions, including fee arrangements, Incremental Commitment as they the Administrative Agent may provide in connection therewithreasonably request; (liii) except as otherwise required or permitted a certificate of the Borrower signed by clause a Responsible Officer, in form and substance reasonably acceptable to the Administrative Agent, certifying that each of the conditions in paragraph (a) through of this Section has been satisfied; (kiv) aboveto the extent requested by any Additional Lender or any Increasing Lender, all executed promissory notes evidencing such Incremental Commitments, issued by the Borrower in accordance with Section 2.10; and (v) any other terms of any Incremental Facilitycertificates or documents that the Administrative Agent shall reasonably request, if not consistent with the terms of the Term Loan A or the Revolving Loans under this Agreement, as the case may be, shall be in form and substance reasonably satisfactory to the Administrative Agent;. Upon the effectiveness of any such Incremental Commitment, the Commitments and Pro Rata Share of each Lender will be adjusted to give effect to the Incremental Commitments, and Schedule II shall automatically be deemed amended accordingly. (md) for purposes of clarityIf the Borrower incurs Incremental Commitments under this Section, extensions of credit under any the Borrower shall, after such time, repay and incur Revolving Loans ratably as between the Incremental Facility shall constitute Loans hereunder Commitments and rank pari passu with all other Loans hereunder and shall be secured on a pari passu basis with the other Obligations; and (n) Revolving Commitments outstanding immediately prior to such incurrence. Notwithstanding anything to the contrary in Section 11.210.2, the Administrative Agent, the Loan Parties and the existing Lenders and/or Additional Lenders providing any such Incremental Revolving Commitments or any such Incremental Term Loan Commitments, without the further consent of any other Person, are Agent is expressly permitted to enter into an Incremental Facility Amendment to amend the Loan Documents to the extent necessary to give effect to Incremental Facility, any increase pursuant to this Section and to implement any technical, administrative and/or mechanical changes that are necessary or advisable to be implemented in connection therewith (includingincluding amendments to implement the requirements in the preceding sentence, without limitation, amendments to ensure continuing pro rata allocations of SOFR Loans and Commitments Base Rate Loans between Loans incurred pursuant to this Section and Loans outstanding immediately prior to any such incurrence and amendments to implement ratable participations participation in Letters of CreditCredit between the Credit Extensions pursuant to the Incremental Commitments and the Revolving Commitments outstanding immediately prior to any such incurrence).

Increase of Commitments; Additional Lenders. The Borrower shall have the right from (a) From time to timetime after the Closing Date and in accordance with this Section, upon at least five the Borrower and one or more Increasing Lenders or Additional Lenders (5each as defined below) Business Days’ prior written notice may enter into an agreement to the Administrative Agent, to (i) increase the Aggregate aggregate principal amount of the Revolving Commitments and/or (ii) establish one or more new tranches of Incremental Term Loan Commitments hereunder (each such increaseincrease or additional tranche, an “Incremental Revolving FacilityCommitment”) or establish one or more additional term loans (each such term loan, an “Incremental Term Facility”, and together with each Incremental Revolving Facility, an “Incremental Facility”) by an amount not to exceed so long as the Incremental Cap; provided thatfollowing conditions are satisfied: (ai) no Default or Event the aggregate principal amount of Default shall have occurred and be continuing on the date on which all such Incremental Facility is Commitments made pursuant to become effective; provided that this Section shall not exceed $150,000,000 (the principal amount of each such Incremental Commitment, the “Incremental Commitment Amount”); (ii) the Borrower shall execute and deliver such documents and instruments and take such other actions as may be reasonably required by the Administrative Agent in connection with a requested borrowing of any Incremental Term Loan for the express purposes of funding, in whole or in part, the purchase price of a Permitted Acquisition that is a Limited Condition Transaction, the condition of this Section 2.23(a) shall be (x) no Default or Event of Default exists or would exist and at the time a binding purchase agreement for of any such transaction is entered into by the applicable Loan Party and proposed increase; (yiii) the absence of a Specified Event of Default at the time of and immediately after giving effect to any such Incremental Commitment, (x) no Event of Default shall exist; provided that in the consummation case of any Incremental Commitment obtained for the purposes of financing an Acquisition not prohibited by this Agreement, the Lenders providing such Limited Condition Transaction; Incremental Commitment and the Administrative Agent may agree that such condition shall be limited to an absence of an Event of Default under Section 8.1(a), (b), (g), (h) both before or (i), and after giving effect to the consummation of the applicable Incremental Facility and the transactions related thereto, each of the (y) all representations and warranties contained in this Agreement and of each Loan Party set forth in the other Loan Documents shall be true and correct in all material respects to the same extent as though made on and as of that date, except to the extent such (other than those representations and warranties specifically relate to an earlier datethat are expressly qualified by Material Adverse Effect or other materiality, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date (provided that if a representation and warranty is qualified as to “materiality” or “Material Adverse Effect”, the materiality qualifier set forth above shall be disregarded with respect to such representation and warranty for purposes of this condition); provided that in connection with a requested borrowing of any Incremental Term Loan for the sole express purpose of financing in whole or in part the purchase price for a Limited Condition Transaction, (i) such representations and warranties shall be true and correct in all material respects (provided that if a representation and warranty is qualified as to “materiality” or “Material Adverse Effect”, the materiality qualifier set forth above shall be disregarded with respect to such representation and warranty for purposes of this conditionrespects) on and as of the date of effectiveness the establishment of such Incremental Commitment (or, if such representation or warranty relates to an earlier date, as of such earlier date); provided that in the definitive purchase agreement case of any Incremental Commitment obtained for the purposes of financing an Acquisition or other Investment not prohibited by this Agreement, the Lenders providing such Limited Condition Transaction Incremental Commitment may agree that the only representations and warranties the accuracy of which shall be a condition to such Incremental Commitment (and the Incremental Term Loans or Revolving Loans provided thereunder) shall be (I) the Specified Representations and (iiII) the representations and warranties required to be correct and accurate at the time of the closing of such Limited Condition Transaction and funding of any applicable Incremental Term Loan will be limited to the Specified Representations and such other representations and warranties in the applicable acquisition agreement made by or with respect to on behalf of the Person applicable target in the purchase, acquisition or assets subject to similar agreement governing such Permitted Acquisition that or other Investment as are material to the interests of the Lenders shall be true and correct in all material respectsLenders, but only to the extent that the Borrower (or the Borrower’s applicable Subsidiary Affiliates or Subsidiaries) has the right (determined without regard to any notice requirement) not to consummate or the right to terminate its (or cause the termination of) the Borrower’s (or such Affiliates’ or Subsidiaries’) obligations under such purchase, acquisition or other agreement or not consummate such Permitted Acquisition as a result of a breach of such representations or warranties in such purchase, acquisition agreement; (c) such Incremental Facility shall be in a minimum amount of $5,000,000 and in integral multiples of $1,000,000 in excess thereof or other agreement (or the failure of such lesser amounts as representations or warranties to be accurate or to satisfy the Administrative Agent may agree closing conditions in its discretionsuch purchase, acquisition or other agreement applicable to such representations or warranties) (such representations and warranties, the “Specified Target Representations”); (div) (x) any incremental term loans made pursuant to this Section (the “Incremental Term Loans” and, the commitments with respect thereto, the “Incremental Term Loan Commitments”) (i) that are made pursuant to an increase of the initial Term Loan Commitments shall be considered initial Term Loans for all purposes hereunder, have identical terms (including pricing, amortization schedule and maturity date; provided that upfront fees for any such Incremental Term Loans will be permitted and shall be determined by the Borrower and the Lenders providing such Incremental Term Loans) to the initial Term Loans and be treated as the same Class as the initial US-DOCS\51545218.9 Term Loans and (ii) that are made pursuant to a new tranche of Incremental Term Loan Commitments shall have a maturity date no earlier than the latest Maturity Date in effect at the time such Incremental Term Loans are incurred and shall have a Weighted Average Life to Maturity no shorter than that of any then-outstanding Term Loans (without giving effect to previous reductions in and previously made amortization payments on such Term Loans), and (y) any incremental Revolving Commitments provided pursuant to this Section (the “Incremental Revolving Commitments”) shall have identical terms (including pricing and termination date; provided that upfront fees for any Incremental Revolving Commitments will be permitted and shall be determined by the Borrower and the Lenders providing such Incremental Revolving Facility or Commitments) to the Revolving Commitments and be treated as the same Class as the Revolving Commitments and the Borrower shall, after the establishment of any Incremental Term Facility Revolving Commitments pursuant to this Section, repay and incur Revolving Loans ratably as between the Incremental Revolving Commitments and the Revolving Commitments outstanding immediately prior to such increase (provided that such repayment and incurrence may, with the Administrative Agent’s consent, be effectuated through assignments among Lenders with Revolving Commitments, which shall not require an Assignment and Acceptance and may be effective only upon receipt effectuated by the Administrative Agent of (i) additional through changes in the Register and fundings from such Lenders providing Incremental Commitments); provided, further, that Interest Periods applicable to Incremental Term Loans or Revolving Loans advanced pursuant to Incremental Revolving Commitments may, at the election of the Administrative Agent and the Borrower, be made with Interest Period(s) identical to the then remaining Interest Period(s) applicable to existing Term Loans of the relevant Class or existing Revolving Loans of the applicable Class (and allocated to such Interest Period(s) on a proportional basis); (v) the Borrower and its Subsidiaries shall be in pro forma compliance with each of the financial covenants set forth in Article VI as of the most recently ended Test Period, calculated as if all such commitment, an “Incremental Term Loans had been made and all such Incremental Revolving Commitments had been established (and fully funded) as of the first day of the relevant period for testing compliance (including giving effect to any Acquisitions on a Pro Forma Basis that are contemplated to be funded with such Incremental Term Loans or Incremental Revolving Commitments); and (vi) any collateral securing any such Incremental Commitments shall also secure all other Obligations on a pari passu basis. (b) The Borrower shall provide at least ten (10) days’ (or such shorter period of time as may be agreed to by the Administrative Agent in its sole discretion) written notice to the Administrative Agent (who shall promptly provide a copy of such notice to each Lender) of any proposal to establish an Incremental Commitment. The Borrower may also, but is not required to, specify any fees offered to those Lenders (the “Increasing Lenders”) in a corresponding that agree to increase the principal amount of such requested Incremental their Revolving Facility or Commitments and/or provide Incremental Term Loan Commitments, in each case, in a corresponding which fees may be variable based upon the amount by which any such Lender is willing to increase the principal amount of such requested Incremental Term Facility from either existing Lenders its Revolving Commitment and/or one or more other institutions that qualify as assignees under Section 11.4 and which are approved by the Administrative Agent (each such approval not to be unreasonably withheld or delayed) (each such institution, an “Additional Lender”) (and with respect to any Additional Lender providing an Incremental Revolving Commitment, with the approval of each principal amount of the Issuing Bank and the Swingline Lender) and (ii) documentation from each existing Lender or Additional Lender providing an Incremental Revolving Commitment or Incremental Term Loan Commitment evidencing its agreement such Lender is willing to provide an Incremental Revolving Commitment and/or Incremental Term Loan Commitment and its acceptance of the obligations under this Agreement in form and substance reasonably acceptable to the Administrative Agent; (e) the Administrative Agent shall have received customary closing certificates and legal opinions and all other documents (including resolutions of the manager or board of directors of the Loan Parties) it may reasonably request relating to the corporate or other necessary authority for such Incremental Facility and the validity of such Incremental Facilityprovide, and any other matters relevant thereto, all in form and substance reasonably satisfactory to the Administrative Agent; (f) the Administrative Agent shall have received a Pro Forma Compliance Certificate demonstrating compliance with the financial covenants in Article VI hereof after giving effect to such Incremental Facility (without “netting” the cash proceeds of the applicable Incremental Facility against Consolidated Total Debt and assuming, for purposes of such demonstration, that all Incremental Revolving Commitments are fully drawn) on a Pro Forma Basis in form and substance reasonably satisfactory to the Administrative Agent; provided that in connection with a requested borrowing of under any Incremental Term Loan Commitment for the express purposes of funding, in whole or in part, the purchase price of a Permitted Acquisition that is a Limited Condition Transaction, the date of determination for compliance with financial covenants in Article VI on a Pro Forma Basis shall be the date on which a binding purchase agreement is entered into by the Borrower or applicable Subsidiary; (g) if any Revolving Loans are outstanding at the time of the incurrence of any Incremental Revolving Facility, the Borrower shall, if as applicable, prepay one or more existing Revolving Loans (such prepayment to be subject to Section 2.19) in an amount necessary such that after giving effect to such Incremental Revolving Facility, each Lender will hold its Pro Rata Share of outstanding Revolving Loans; (h) any Incremental Revolving Facility shall have terms identical to those for the Revolving Loans under this Agreement, except for upfront fees payable to the Lenders providing commitments for such Incremental Revolving Facility and, for purposes of clarity, no Incremental Revolving Facility shall be subject to any limited conditionality in connection with any Limited Condition Transaction; (i) with respect to any Incremental Term Facility, the interest rate, interest rate margins, fees, discount, amortization, protection with respect to the final maturity date and Weighted Average Life to Maturity and the final maturity date for such Incremental Term Facility applicable to any Incremental Term Facility shall be as set forth in the definitive documentation therefore; provided that (i) any such Incremental Term Facility shall have a final maturity date that is coterminous with or later than the Revolving Commitment Termination Date and the Maturity Date of the Term Loan A, (ii) the Weighted Average Life to Maturity of such Incremental Term Facility shall not be less than the Weighted Average Life to Maturity of the Term Loan A or any other then existing Incremental Term Loan, (iii) such Incremental Term Facility shall share ratably in any mandatory prepayments of any then-existing Term Loan (or otherwise provide for more favorable mandatory prepayment treatment for the other Term Loans) and shall have ratable voting rights as the Term Loan A (or otherwise provide for more favorable voting rights for the other Term Loans) and (iv) the all-in yield (including interest rate margins, any interest rate floors, original issue discount and upfront fees (based on the lesser of a four-year average life to maturity or the remaining life to maturity) (the “All-In Yield”), but excluding arrangement, structuring and underwriting fees paid or payable to the any arranger of such Incremental Term Loan or its Affiliates) applicable to such Incremental Term Loan shall not be more than 0.50% higher than the corresponding All-In Yield (determined on the same basis) applicable to the existing Aggregate Revolving Commitments, Term Loan A or any then outstanding Incremental Term Loan (it being understood that (x) interest on the Aggregate Revolving Commitments, the Term Loan A and any existing Incremental Term Loan may be increased to the extent necessary to satisfy this requirement, (y) if Term SOFR in respect of such Incremental Facility includes a floor that is greater than both the floor applicable to the Aggregate Revolving Commitments, the Term Loan A or any existing Incremental Facility and 3-month Term SOFR then in effect, such excess amount (over the greater of the existing floor and such 3-month Term SOFR) shall be equated to interest rate for purposes of determining the applicable interest rate under such Incremental Facility and (z) differences in the Term SOFR or Base Rate floor if required to be adjusted pursuant to the foregoing shall be added to the Term SOFR or Base Rate floor to the extent required (and not to the Applicable Margin); (j) no . No Lender (or any successor thereto) shall have any obligation obligation, express or implied, to offer to increase the aggregate principal amount of its Revolving Commitment or its other obligations under this Agreement and the other Loan Documents or to and/or provide any portion of any an Incremental Term FacilityLoan Commitment, and any decision by a Lender to increase its Revolving Commitment or and/or provide any portion of any an Incremental Term Facility Loan Commitment shall be made in its sole discretion independently from any other Lender; (k) no Arranger nor any . Only the consent of each Increasing Lender shall have any responsibility be required for arranging Incremental Commitments pursuant to this Section. No Lender which declines to increase the principal amount of its Revolving Commitment and/or provide an Incremental Term Loan Commitment may be replaced with respect to its existing Revolving US-DOCS\51545218.9 Commitment, its existing Term Loan Commitment and/or its existing Term Loans, as applicable, as a result thereof without such Lender’s consent. The Borrower may accept some or all of the offered amounts from existing Lenders or designate new lenders that are acceptable to the Administrative Agent (any such Incremental Facility without their prior written consent and subject to be required only to the extent required under Section 10.4(b) for an assignment of Loans or Commitments of such Type to such conditionsnew lender), including fee arrangementsthe Borrower and, as they may provide in connection therewith; (l) except as otherwise required or permitted by clause (a) through (k) above, all other terms the case of any Incremental FacilityRevolving Commitments, if each Issuing Bank (such approvals of the Administrative Agent, the Borrower and the Issuing Banks not consistent to be unreasonably withheld) as additional Lenders hereunder in accordance with this Section (the terms “Additional Lenders”), which Additional Lenders may assume all or a portion of such Incremental Commitment. The Borrower shall have discretion to adjust the allocation of such Incremental Revolving Commitments and/or such Incremental Term Loans among the then-existing Lenders and the Additional Lenders (as it may elect). The sum of the increase in the principal amount of the Revolving Commitments and the aggregate principal amount of the Incremental Term Loan Commitments of the Increasing Lenders plus the principal amount of the Revolving Commitments and the aggregate principal amount of the Term Loan A or Commitments of the Additional Lenders shall not in the aggregate exceed the unsubscribed amount of the Incremental Commitment Amount. (c) Subject to subsections (a) and (b) of this Section, any increase requested by the Borrower shall be effective upon delivery to the Administrative Agent of each of the following documents: (i) an originally executed copy of an instrument of joinder (each, an “Incremental Commitment Joinder”), in form and substance reasonably acceptable to the Administrative Agent, executed by the Administrative Agent, by the Borrower, by each Additional Lender and by each Increasing Lender, setting forth the Incremental Revolving Loans under this AgreementCommitments and/or Incremental Term Loan Commitments, as applicable, of such Lenders and setting forth the case agreement of each Additional Lender to become a party to this Agreement and to be bound by all of the terms and provisions hereof; (ii) such evidence of appropriate corporate authorization on the part of the Borrower with respect to such Incremental Commitment and such opinions of counsel for the Borrower with respect to such Incremental Commitment as the Administrative Agent may bereasonably request; (iii) a certificate of the Borrower signed by a Responsible Officer, in form and substance reasonably acceptable to the Administrative Agent, certifying that each of the conditions in subsection (a) of this Section has been satisfied; (iv) to the extent requested by any Additional Lender or any Increasing Lender, executed promissory notes evidencing such Incremental Revolving Commitments and/or such Incremental Term Loans, issued by the Borrower in accordance with Section 2.10; and (v) any other certificates or documents that the Administrative Agent shall be reasonably request, in form and substance reasonably satisfactory to the Administrative Agent;. Upon the effectiveness of any such Incremental Commitment, the Commitments and Pro Rata Share of each Lender will be adjusted to give effect to the Incremental Commitments and/or the Incremental Term Loans, as applicable, and Schedule I shall automatically be deemed amended accordingly. (md) for purposes If any new tranche of clarityIncremental Term Loan Commitments is to be established pursuant to this Section, extensions of credit under any Incremental Facility shall constitute Loans hereunder and rank pari passu other than as set forth herein, all terms with all other Loans hereunder and respect thereto shall be secured on as set forth in the applicable Incremental Commitment Joinder, the execution and delivery of which agreement shall be a pari passu basis with condition to the other Obligations; and (n) US-DOCS\51545218.9 effectiveness of the establishment of such new tranche of Incremental Term Loan Commitments. Notwithstanding anything to the contrary in Section 11.210.2, the Administrative Agent, the Loan Parties and the existing Lenders and/or Additional Lenders providing any such Incremental Revolving Commitments or any such Incremental Term Loan Commitments, without the further consent of any other Person, are Agent is expressly permitted to enter into an Incremental Facility Amendment to amend the Loan Documents to the extent necessary to give effect to any increase in Commitments and/or establishment of a new Incremental Facility, Term Loan Commitment pursuant to this Section and to implement any technical, administrative and/or mechanical changes that are necessary or advisable to be implemented in connection therewith (includingincluding amendments to implement the requirements in the preceding sentence or the foregoing clause (a)(iv)(y) of this Section, without limitation, amendments to ensure continuing pro rata allocations of Eurodollar Loans and Commitments Base Rate Loans between Loans incurred pursuant to this Section and Loans outstanding immediately prior to any such incurrence and amendments to implement ratable participations participation in Letters of CreditCredit between the Incremental Revolving Commitments and the Revolving Commitments outstanding immediately prior to any such incurrence). (e) This Section 2.23 shall supersede any provisions in Section 2.21 or 10.2 to the contrary.

Increase of Commitments; Additional Lenders. The Borrower shall have the right from a. From time to timetime after the Closing Date and in accordance with this Section, upon at least five the Borrower and one or more Increasing Lenders or Additional Lenders (5each as defined below) Business Days’ prior written notice to the Administrative Agent, may enter into an agreement to increase the Aggregate Revolving aggregate Term Loan Commitments hereunder (each such increase, an “Incremental Revolving FacilityCommitment”) or establish one or more additional term loans so long as the following conditions are satisfied as of the funding date of such Incremental Commitment (each such term loan, an the “Incremental Term FacilityEffective Date”): i. the aggregate principal amount of all such Incremental Commitments made pursuant to this Section shall not exceed $12,500,000; ii. the Borrower shall execute and deliver such documents and instruments and take such other actions as may be reasonably required by the Administrative Agent in connection with and at the time of any such proposed increase; iii. at the time of and immediately after giving effect to any such proposed increase, and together with each Incremental Revolving Facility, an “Incremental Facility”) by an amount not to exceed the Incremental Cap; provided that: (a) no Default or Event of Default shall have occurred and be continuing on the date on which such Incremental Facility is to become effective; provided that in connection with a requested borrowing of any Incremental Term Loan for the express purposes of fundingexist, in whole or in part, the purchase price of a Permitted Acquisition that is a Limited Condition Transaction, the condition of this Section 2.23(a) shall be (x) no Default or Event of Default exists or would exist at the time a binding purchase agreement for such transaction is entered into by the applicable Loan Party and (y) the absence of a Specified Event of Default at the time of and after giving effect to the consummation of such Limited Condition Transaction; (b) both before and after giving effect to the consummation of the applicable Incremental Facility and the transactions related thereto, each of the all representations and warranties contained in this Agreement and of each Loan Party set forth in the other Loan Documents shall be true and correct in all material respects to the same extent as though made on and as of that date, except to the extent such (other than those representations and warranties specifically relate to an earlier datethat are expressly qualified by a Material Adverse Effect or other materiality, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date (provided that if a representation and warranty is qualified as to “materiality” or “Material Adverse Effect”, the materiality qualifier set forth above shall be disregarded with respect to such representation and warranty for purposes of this condition); provided that in connection with a requested borrowing of any Incremental Term Loan for the sole express purpose of financing in whole or in part the purchase price for a Limited Condition Transaction, (i) such representations and warranties shall be true and correct in all material respects (provided that if respects), and, since December 31, 2018, there shall have been no change which has had or could reasonably be expected to have a representation and warranty is qualified as to “materiality” or “Material Adverse Effect”, ; iv. any incremental Term Loans made pursuant to this Section (the materiality qualifier set forth above shall be disregarded with respect to such representation and warranty for purposes of this condition) on and as of the date of effectiveness of the definitive purchase agreement for such Limited Condition Transaction and (ii) the representations and warranties required to be correct and accurate at the time of the closing of such Limited Condition Transaction and funding of any applicable “Incremental Term Loan will be limited to the Specified Representations and such other representations and warranties in the applicable acquisition agreement made by or with respect to the Person or assets subject to such Permitted Acquisition that are material to the interests of the Lenders shall be true and correct in all material respects, but only to the extent that the Borrower or applicable Subsidiary has the right to terminate its obligations under such acquisition agreement or not consummate such Permitted Acquisition as a result of a breach of such representations in such acquisition agreement; (c) such Incremental Facility shall be in a minimum amount of $5,000,000 and in integral multiples of $1,000,000 in excess thereof (or such lesser amounts as the Administrative Agent may agree in its discretion); (d) such Incremental Revolving Facility or Incremental Term Facility shall be effective only upon receipt by the Administrative Agent of (i) additional Revolving Commitments (each such commitment, an “Incremental Revolving CommitmentLoans”) in a corresponding amount of such requested Incremental Revolving Facility or Incremental Term Loan Commitments, in each case, in a corresponding amount of such requested Incremental Term Facility from either existing Lenders and/or one or more other institutions that qualify as assignees under Section 11.4 and which are approved by the Administrative Agent (each such approval not to be unreasonably withheld or delayed) (each such institution, an “Additional Lender”) (and with respect to any Additional Lender providing an Incremental Revolving Commitment, with the approval of each of the Issuing Bank and the Swingline Lender) and (ii) documentation from each existing Lender or Additional Lender providing an Incremental Revolving Commitment or Incremental Term Loan Commitment evidencing its agreement to provide an Incremental Revolving Commitment and/or Incremental Term Loan Commitment and its acceptance of the obligations under this Agreement in form and substance reasonably acceptable to the Administrative Agent; (e) the Administrative Agent shall have received customary closing certificates and legal opinions and all other documents (including resolutions of the manager or board of directors of the Loan Parties) it may reasonably request relating to the corporate or other necessary authority for such Incremental Facility and the validity of such Incremental Facility, and any other matters relevant thereto, all in form and substance reasonably satisfactory to the Administrative Agent; (f) the Administrative Agent shall have received a Pro Forma Compliance Certificate demonstrating compliance with the financial covenants in Article VI hereof after giving effect to such Incremental Facility (without “netting” the cash proceeds of the applicable Incremental Facility against Consolidated Total Debt and assuming, for purposes of such demonstration, that all Incremental Revolving Commitments are fully drawn) on a Pro Forma Basis in form and substance reasonably satisfactory to the Administrative Agent; provided that in connection with a requested borrowing of under any Incremental Term Loan Commitment for the express purposes of funding, in whole or in part, the purchase price of a Permitted Acquisition that is a Limited Condition Transaction, the date of determination for compliance with financial covenants in Article VI on a Pro Forma Basis shall be the date on which a binding purchase agreement is entered into by the Borrower or applicable Subsidiary; (g) if any Revolving Loans are outstanding at the time of the incurrence of any Incremental Revolving Facility, the Borrower shall, if applicable, prepay one or more existing Revolving Loans (such prepayment to be subject to Section 2.19) in an amount necessary such that after giving effect to such Incremental Revolving Facility, each Lender will hold its Pro Rata Share of outstanding Revolving Loans; (h) any Incremental Revolving Facility shall have terms identical to those for the Revolving Loans under this Agreement, except for upfront fees payable to the Lenders providing commitments for such Incremental Revolving Facility and, for purposes of clarity, no Incremental Revolving Facility shall be subject to any limited conditionality in connection with any Limited Condition Transaction; (i) with respect to any Incremental Term Facility, the interest rate, interest rate margins, fees, discount, amortization, protection with respect to the final maturity date and Weighted Average Life to Maturity no shorter than that of the Term Loans made pursuant to (and as defined in) the final maturity date for such Incremental Term Facility applicable to any Incremental Term Facility shall be Existing Credit Agreement and continued on the Closing Date as set forth in Section 2.1; v. the definitive documentation therefore; provided that Borrower and Holdings shall be in pro forma compliance with each of the financial covenants set forth in Article VI, after giving effect to any such proposed increase, as of the most recently ended Fiscal Month (ior Fiscal Quarter, as applicable) for which financial statements are required to have been delivered, calculated as if all such Incremental Term Loans had been made as of the first day of the relevant period for testing compliance; vi. if the Initial Yield applicable to any such Incremental Term Facility shall have a final maturity date that is coterminous with or later Loans exceeds by more than 0.50% per annum the Revolving Commitment Termination Date and the Maturity Date sum of the Term Loan A, (ii) the Weighted Average Life to Maturity of such Incremental Term Facility shall not be less than the Weighted Average Life to Maturity Applicable Margin then in effect for Eurodollar Loans plus one fourth of the Term Loan A or any other then existing Incremental Term Loan, (iii) such Incremental Term Facility shall share ratably Up- Front Fees paid in any mandatory prepayments respect of any then-the existing Term Loan (or otherwise provide for more favorable mandatory prepayment treatment for the other Term Loans) and shall have ratable voting rights as the Term Loan A (or otherwise provide for more favorable voting rights for the other Term Loans) and (iv) the all-in yield (including interest rate margins, any interest rate floors, original issue discount and upfront fees (based on the lesser of a four-year average life to maturity or the remaining life to maturity) Loans (the “All-In Existing Yield”), but excluding arrangement, structuring and underwriting fees paid or payable to then the any arranger of such Incremental Term Loan or its Affiliates) applicable to such Incremental Term Loan shall not be more than 0.50% higher than the corresponding All-In Yield (determined on the same basis) applicable to the existing Aggregate Revolving Commitments, Term Loan A or any then outstanding Incremental Term Loan (it being understood that (x) interest on the Aggregate Revolving Commitments, the Term Loan A and any existing Incremental Term Loan may be increased to the extent necessary to satisfy this requirement, (y) if Term SOFR in respect of such Incremental Facility includes a floor that is greater than both the floor applicable to the Aggregate Revolving Commitments, the Term Loan A or any existing Incremental Facility and 3-month Term SOFR then in effect, such excess amount (over the greater Applicable Margin of the existing floor and such 3-month Term SOFR) Loans shall be equated to interest rate for purposes of determining the applicable interest rate under such Incremental Facility and (z) differences in the Term SOFR or Base Rate floor if required to be adjusted pursuant increase by an amount equal to the foregoing shall be added to difference between the Term SOFR or Base Rate floor to Initial Yield and the extent required (and not to the Applicable Margin)Existing Yield minus 0.50% per annum; (j) no Lender (or vii. any successor thereto) shall have any obligation to increase its Revolving Commitment or its other obligations under this Agreement and the other Loan Documents or to provide any portion of any Incremental Term Facility, and any decision by a Lender to increase its Revolving Commitment or provide any portion of any Incremental Term Facility shall be made in its sole discretion independently from any other Lender; (k) no Arranger nor any Lender shall have any responsibility for arranging collateral securing any such Incremental Facility without their prior written consent and subject to such conditions, including fee arrangements, as they may provide in connection therewith;Commitments shall also secure all other Obligations on a pari passu basis; and (l) except as otherwise required or permitted by clause (a) through (k) above, viii. all other terms of and conditions with respect to any such Incremental Facility, if not consistent with the terms of the Term Loan A or the Revolving Loans under this Agreement, as the case may be, Commitments shall be reasonably satisfactory to the Administrative Agent; (m) for purposes of clarity, extensions of credit under any Incremental Facility shall constitute Loans hereunder and rank pari passu with all other Loans hereunder and shall be secured on a pari passu basis with the other Obligations; and (n) Notwithstanding anything to the contrary in Section 11.2, the Administrative Agent, the Loan Parties and the existing Lenders and/or Additional Lenders providing any such Incremental Revolving Commitments or any such Incremental Term Loan Commitments, without the further consent of any other Person, are expressly permitted to enter into an Incremental Facility Amendment to amend the Loan Documents to the extent necessary to give effect to Incremental Facility, and to implement any technical, administrative and/or mechanical changes that are necessary or advisable to be implemented in connection therewith (including, without limitation, to ensure continuing pro rata allocations of Loans and Commitments and to implement ratable participations in Letters of Credit).

Increase of Commitments; Additional Lenders. The Borrower shall have the right from (a) From time to timetime after the Closing Date and in accordance with this Section, upon at least five the Borrower and one or more Increasing Lenders or Additional Lenders (5each as defined below) Business Days’ prior written notice to the Administrative Agent, may enter into an agreement to increase the Aggregate aggregate Revolving Commitments hereunder (each such increase, an “Incremental Revolving FacilityCommitment”) or establish one or more additional term loans (each such term loan, an “Incremental Term Facility”, and together with each Incremental Revolving Facility, an “Incremental Facility”) by an amount not to exceed so long as the Incremental Cap; provided thatfollowing conditions are satisfied: (ai) the aggregate principal amount of all such Incremental Commitments made pursuant to this Section shall not exceed $75,000,000 (the principal amount of each such Incremental Commitment, the “Incremental Commitment Amount”); (ii) at the time of and immediately after giving effect to any such proposed increase, no Default or Event of Default shall have occurred exist and be continuing on the date on which such Incremental Facility is to become effective; provided that in connection with a requested borrowing of any Incremental Term Loan for the express purposes of funding, in whole or in part, the purchase price of a Permitted Acquisition that is a Limited Condition Transaction, the condition of this Section 2.23(a) shall be (x) no Default or Event of Default exists or would exist at the time a binding purchase agreement for such transaction is entered into by the applicable Loan Party and (y) the absence of a Specified Event of Default at the time of and after giving effect to the consummation of such Limited Condition Transaction; (b) both before and after giving effect to the consummation of the applicable Incremental Facility and the transactions related thereto, each of the all representations and warranties contained in this Agreement and of each Loan Party set forth in the other Loan Documents shall be true and correct in all material respects to the same extent as though made on and as of that date, except to the extent such (other than those representations and warranties specifically relate to an earlier that are made as of a specific date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date (provided that if a representation and warranty is qualified as to “materiality” or “Material Adverse Effect”, the materiality qualifier set forth above shall be disregarded with respect to such representation and warranty for purposes of this condition); provided that in connection with a requested borrowing of any Incremental Term Loan for the sole express purpose of financing in whole or in part the purchase price for a Limited Condition Transaction, (i) such representations and warranties shall be true and correct in all material respects (provided that if a representation and warranty is qualified as to “materiality” or “Material Adverse Effect”, the materiality qualifier set forth above shall be disregarded with respect to such representation and warranty for purposes of this condition) on and as of the date of effectiveness of the definitive purchase agreement for such Limited Condition Transaction and (ii) the representations and warranties required to be correct and accurate at the time of the closing of such Limited Condition Transaction and funding of any applicable Incremental Term Loan will be limited to the Specified Representations and such other representations and warranties in the applicable acquisition agreement made by or with respect to the Person or assets subject to such Permitted Acquisition that are material to the interests of the Lenders shall be true and correct in all material respects, but only to the extent that the Borrower or applicable Subsidiary has the right to terminate its obligations under such acquisition agreement or not consummate such Permitted Acquisition as a result of a breach of such representations in such acquisition agreement; (c) such Incremental Facility shall be in a minimum amount of $5,000,000 and in integral multiples of $1,000,000 in excess thereof (or such lesser amounts as the Administrative Agent may agree in its discretiondate); (d) such Incremental Revolving Facility or Incremental Term Facility shall be effective only upon receipt by the Administrative Agent of (i) additional Revolving Commitments (each such commitment, an “Incremental Revolving Commitment”) in a corresponding amount of such requested Incremental Revolving Facility or Incremental Term Loan Commitments, in each case, in a corresponding amount of such requested Incremental Term Facility from either existing Lenders and/or one or more other institutions that qualify as assignees under Section 11.4 and which are approved by the Administrative Agent (each such approval not to be unreasonably withheld or delayed) (each such institution, an “Additional Lender”) (and with respect to any Additional Lender providing an Incremental Revolving Commitment, with the approval of each of the Issuing Bank and the Swingline Lender) and (ii) documentation from each existing Lender or Additional Lender providing an Incremental Revolving Commitment or Incremental Term Loan Commitment evidencing its agreement to provide an Incremental Revolving Commitment and/or Incremental Term Loan Commitment and its acceptance of the obligations under this Agreement in form and substance reasonably acceptable to the Administrative Agent; (e) the Administrative Agent shall have received customary closing certificates and legal opinions and all other documents (including resolutions of the manager or board of directors of the Loan Parties) it may reasonably request relating to the corporate or other necessary authority for such Incremental Facility and the validity of such Incremental Facility, and any other matters relevant thereto, all in form and substance reasonably satisfactory to the Administrative Agent; (f) the Administrative Agent shall have received a Pro Forma Compliance Certificate demonstrating compliance with the financial covenants in Article VI hereof after giving effect to such Incremental Facility (without “netting” the cash proceeds of the applicable Incremental Facility against Consolidated Total Debt and assuming, for purposes of such demonstration, that all Incremental Revolving Commitments are fully drawn) on a Pro Forma Basis in form and substance reasonably satisfactory to the Administrative Agent; provided that in connection with a requested borrowing of under any Incremental Term Loan Commitment for the express purposes of funding, in whole or in part, the purchase price of a Permitted Acquisition that is a Limited Condition Transaction, the date of determination for compliance with financial covenants in Article VI on a Pro Forma Basis shall be the date on which a binding purchase agreement is entered into by the Borrower or applicable Subsidiary; (g) if any Revolving Loans are outstanding at the time of the incurrence of any Incremental Revolving Facility, the Borrower shall, if applicable, prepay one or more existing Revolving Loans (such prepayment to be subject to Section 2.19) in an amount necessary such that after giving effect to such Incremental Revolving Facility, each Lender will hold its Pro Rata Share of outstanding Revolving Loans; (hiii) any Incremental Revolving Facility shall have terms identical Commitments provided pursuant to those for the Revolving Loans under this Agreement, except for upfront fees payable to the Lenders providing commitments for such Incremental Revolving Facility and, for purposes of clarity, no Incremental Revolving Facility shall be subject to any limited conditionality in connection with any Limited Condition Transaction; (i) with respect to any Incremental Term Facility, the interest rate, interest rate margins, fees, discount, amortization, protection with respect to the final maturity date and Weighted Average Life to Maturity and the final maturity date for such Incremental Term Facility applicable to any Incremental Term Facility shall be as set forth in the definitive documentation therefore; provided that (i) any such Incremental Term Facility Section shall have a final maturity termination date that is coterminous with or later no earlier than the Revolving Commitment Termination Date and the Maturity Date of the Term Loan A, (ii) the Weighted Average Life to Maturity of such Incremental Term Facility shall not be less than the Weighted Average Life to Maturity of the Term Loan A or any other then existing Incremental Term Loan, (iii) such Incremental Term Facility shall share ratably in any mandatory prepayments of any then-existing Term Loan (or otherwise provide for more favorable mandatory prepayment treatment for the other Term Loans) and shall have ratable voting rights as the Term Loan A (or otherwise provide for more favorable voting rights for the other Term Loans) and Date; and (iv) the all-Loan Parties shall be in yield (including interest rate marginspro forma compliance with each of the financial covenants set forth in Article VI as of the most recently ended Fiscal Quarter for which financial statements are required to have been delivered, any interest rate floors, original issue discount and upfront fees (based on the lesser of a four-year average life to maturity or the remaining life to maturity) (the “All-In Yield”), but excluding arrangement, structuring and underwriting fees paid or payable to the any arranger of calculated as if all such Incremental Term Loan or its AffiliatesCommitments had been established (and fully funded) applicable to such Incremental Term Loan shall not be more than 0.50% higher than the corresponding All-In Yield (determined on the same basis) applicable to the existing Aggregate Revolving Commitments, Term Loan A or any then outstanding Incremental Term Loan (it being understood that (x) interest on the Aggregate Revolving Commitments, the Term Loan A and any existing Incremental Term Loan may be increased to the extent necessary to satisfy this requirement, (y) if Term SOFR in respect of such Incremental Facility includes a floor that is greater than both the floor applicable to the Aggregate Revolving Commitments, the Term Loan A or any existing Incremental Facility and 3-month Term SOFR then in effect, such excess amount (over the greater as of the existing floor and such 3-month Term SOFR) shall be equated to interest rate first day of the relevant period for purposes of determining the applicable interest rate under such Incremental Facility and (z) differences in the Term SOFR or Base Rate floor if required to be adjusted pursuant to the foregoing shall be added to the Term SOFR or Base Rate floor to the extent required (and not to the Applicable Margin);testing compliance.. (jb) no Lender (or any successor thereto) The Borrower shall have any obligation to increase its Revolving Commitment or its other obligations under this Agreement and the other Loan Documents or to provide any portion of any Incremental Term Facility, and any decision by a Lender to increase its Revolving Commitment or provide any portion of any Incremental Term Facility shall be made in its sole discretion independently from any other Lender; (k) no Arranger nor any Lender shall have any responsibility for arranging any such Incremental Facility without their prior at least 30 days’ written consent and subject to such conditions, including fee arrangements, as they may provide in connection therewith; (l) except as otherwise required or permitted by clause (a) through (k) above, all other terms of any Incremental Facility, if not consistent with the terms of the Term Loan A or the Revolving Loans under this Agreement, as the case may be, shall be reasonably satisfactory notice to the Administrative Agent; Agent (mwho shall promptly provide a copy of such notice to each Lender) for purposes of clarity, extensions of credit under any Incremental Facility shall constitute Loans hereunder and rank pari passu with all other Loans hereunder and shall be secured on a pari passu basis with the other Obligations; and (n) Notwithstanding anything to the contrary in Section 11.2, the Administrative Agent, the Loan Parties and the existing Lenders and/or Additional Lenders providing any such Incremental Revolving Commitments or any such Incremental Term Loan Commitments, without the further consent of any other Person, are expressly permitted proposal to enter into an Incremental Facility Amendment to amend the Loan Documents to the extent necessary to give effect to Incremental Facility, and to implement any technical, administrative and/or mechanical changes that are necessary or advisable to be implemented in connection therewith (including, without limitation, to ensure continuing pro rata allocations of Loans and Commitments and to implement ratable participations in Letters of Credit).establish an

Increase of Commitments; Additional Lenders. The Borrower shall have the right from (a) From time to timetime after the Closing Date and in accordance with this Section, upon at least five the Borrower and one or more Increasing Lenders or Additional Lenders (5each as defined below) Business Days’ prior written notice may enter into an agreement to the Administrative Agent, to (i) increase the Aggregate aggregate principal amount of the Revolving Commitments and/or (ii) establish one or more tranches of Incremental Term Loan Commitments hereunder (each such increaseincrease or additional tranche, an “Incremental Revolving FacilityCommitment” and the principal amount thereof, the “Incremental Commitment Amount”) or establish one or more additional term loans (each such term loan, an “Incremental Term Facility”, and together with each Incremental Revolving Facility, an “Incremental Facility”) by an amount not to exceed so long as the Incremental Cap; provided thatfollowing conditions are satisfied: (ai) the aggregate principal amount of all such Incremental Commitments made pursuant to this Section shall not exceed $35,000,000; (ii) the Borrower shall execute and deliver such documents and instruments and take such other actions as may be reasonably required by the Administrative Agent in connection with and at the time of any such proposed increase; (iii) subject, in the case of an Incremental Term Loan (and related Incremental Term Loan Commitments) used to finance a Limited Condition Acquisition, to Section 1.5, at the time of and immediately after giving effect to any such Incremental Commitment, (x) no Default or Event of Default shall exist; provided that (A) in the case of any Incremental Commitment obtained for the purposes of financing an Acquisition not prohibited by this Agreement, the Lenders providing such Incremental Commitment and the Administrative Agent may agree that such condition shall be limited to an absence of an Event of Default under Section 8.1(a), (b), (g), (h) or (i) and (B) if the Borrower makes an LCA Election pursuant to Section 1.5 and such condition is tested as of the applicable LCA Test Date, it shall also be a condition that no Event of Default under Section 8.1(a), (b), (g), (h) or (i) shall have occurred and be continuing or would result from the incurrence of such Incremental Term Loan (and related Term Loan Commitments) and the transactions consummated in connection therewith (including the incurrence of any Indebtedness and the use proceeds thereof) on the date on which such Incremental Facility is to become effective; provided that in connection with a requested borrowing of any Term Loan (and related Incremental Term Loan for Commitments) is incurred and the express purposes of funding, in whole or in part, the purchase price of a Permitted Acquisition that is a applicable Limited Condition TransactionAcquisition is consummated, the condition of this Section 2.23(a) shall be (x) no Default or Event of Default exists or would exist at the time a binding purchase agreement for such transaction is entered into by the applicable Loan Party and (y) the absence of a Specified Event of Default at the time of and after giving effect to the consummation of such Limited Condition Transaction; (b) both before and after giving effect to the consummation of the applicable Incremental Facility and the transactions related thereto, each of the all representations and warranties contained in this Agreement and of each Loan Party set forth in the other Loan Documents shall be true and correct in all material respects to the same extent as though made on and as of that date, except to the extent such (other than those representations and warranties specifically relate to an earlier datethat are expressly qualified by Material Adverse Effect or other materiality, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date (provided that if a representation and warranty is qualified as to “materiality” or “Material Adverse Effect”, the materiality qualifier set forth above shall be disregarded with respect to such representation and warranty for purposes of this condition); provided that in connection with a requested borrowing of any Incremental Term Loan for the sole express purpose of financing in whole or in part the purchase price for a Limited Condition Transaction, (i) such representations and warranties shall be true and correct in all material respects (provided that if a representation and warranty is qualified as to “materiality” or “Material Adverse Effect”, the materiality qualifier set forth above shall be disregarded with respect to such representation and warranty for purposes of this conditionrespects) on and as of the date of effectiveness the establishment of such Incremental Commitment (or, if such representation or warranty relates to an earlier date, as of such earlier date); provided that in the definitive purchase agreement case of any Incremental Commitment obtained for the purposes of financing an Acquisition or other Investment not prohibited by this Agreement, the Lenders providing such Limited Condition Transaction Incremental Commitment may agree that the only representations and warranties the accuracy of which shall be a condition to such Incremental Commitment (and the Incremental Term Loans or Revolving Loans provided thereunder) shall be (I) the Specified Representations and (iiII) the representations and warranties required to be correct and accurate at the time of the closing of such Limited Condition Transaction and funding of any applicable Incremental Term Loan will be limited to the Specified Representations and such other representations and warranties in the applicable acquisition agreement made by or with respect to on behalf of the Person applicable target in the purchase, acquisition or assets subject to similar agreement governing such Permitted Acquisition that or other Investment as are material to the interests of the Lenders shall be true and correct in all material respectsLenders, but only to the extent that the Borrower (or the Borrower’s applicable Subsidiary Affiliates or Subsidiaries) has the right (determined without regard to any notice requirement) not to consummate or the right to terminate its (or cause the termination of) the Borrower’s (or such Affiliates’ or Subsidiaries’) obligations under such purchase, acquisition or other agreement or not consummate such Permitted Acquisition as a result of a breach of such representations or warranties in such purchase, acquisition agreement; (c) such Incremental Facility shall be in a minimum amount of $5,000,000 and in integral multiples of $1,000,000 in excess thereof or other agreement (or the failure of such lesser amounts as representations or warranties to be accurate or to satisfy the Administrative Agent may agree closing conditions in its discretionsuch purchase, acquisition or other agreement applicable to such representations or warranties) (such representations and warranties, the “Specified Target Representations”); (div) (x) any incremental term loans made pursuant to this Section (the “Incremental Term Loans” and, the commitments with respect thereto, the “Incremental Term Loan Commitments”) shall have a maturity date no earlier than the latest Maturity Date in effect at the time such Incremental Term Loans are incurred, shall have a Weighted Average Life to Maturity no shorter than that of any then-outstanding Term Loans (without giving effect to previous reductions in and previously made amortization payments on such Term Loans) and shall otherwise have terms (other than pricing and any representations, warranties, covenants and other provisions applicable only to periods after the latest Maturity Date hereunder at such time) that either are consistent with the applicable terms of the existing Loans and Commitments hereunder or are reasonably satisfactory to the Administrative Agent (it being understood and agreed that to the extent that any more restrictive terms are added for the benefit of any Incremental Term Loan Commitments and related Incremental Term Loans, no consent shall be required from the Administrative Agent or any Lender to the extent that such terms are also added for the benefit of the existing Loans and Commitments (to the extent applicable)), and (y) any incremental Revolving Commitments provided pursuant to this Section (the “Incremental Revolving Commitments”) shall have identical terms (including pricing and termination date; provided that upfront fees for any Incremental Revolving Commitments will be permitted and shall be determined by the Borrower and the Lenders providing such Incremental Revolving Facility or Commitments) to the Revolving Commitments and be treated as the same Class as the Revolving Commitments and the Borrower shall, after the establishment of any Incremental Term Facility Revolving Commitments pursuant to this Section, repay and incur Revolving Loans ratably as between the Incremental Revolving Commitments and the Revolving Commitments outstanding immediately prior to such increase (provided that such repayment and incurrence may, with the Administrative Agent’s consent, be effectuated through assignments among Lenders with Revolving Commitments, which shall not require an Assignment and Acceptance and may be effective only upon receipt effectuated by the Administrative Agent of (i) additional through changes in the Register and fundings from such Lenders providing Incremental Commitments); provided, further, that Interest Periods applicable to Incremental Term Loans or Revolving Loans advanced pursuant to Incremental Revolving Commitments may, at the election of the Administrative Agent and the Borrower, be made with Interest Period(s) identical to the then remaining Interest Period(s) applicable to any existing Term Loans of the relevant Class or existing Revolving Loans of the applicable Class (and allocated to such Interest Period(s) on a proportional basis); (v) subject, in the case of an Incremental Term Loan (and related Incremental Term Loan Commitments) used to finance a Limited Condition Acquisition, to Section 1.5, the Borrower and its Subsidiaries shall be in pro forma compliance with each of the financial covenants set forth in Article VI as of the most recently ended Test Period, calculated as if all such commitment, an “Incremental Term Loans had been made and all such Incremental Revolving Commitments had been established (and fully funded) as of the first day of the relevant period for testing compliance (including giving effect to any Acquisitions on a Pro Forma Basis that are contemplated to be funded with such Incremental Term Loans or Incremental Revolving Commitments); and (vi) any collateral securing any such Incremental Commitments shall also secure all other Obligations on a pari passu basis. (b) The Borrower shall provide at least ten (10) days’ (or such shorter period of time as may be agreed to by the Administrative Agent in its sole discretion) written notice to the Administrative Agent (who shall promptly provide a copy of such notice to each Lender) of any proposal to establish an Incremental Commitment. The Borrower may also, but is not required to, specify any fees offered to those Lenders (the “Increasing Lenders”) in a corresponding that agree to increase the principal amount of such requested Incremental their Revolving Facility or Commitments and/or provide Incremental Term Loan Commitments, in each case, in a corresponding which fees may be variable based upon the amount by which any such Lender is willing to increase the principal amount of such requested Incremental Term Facility from either existing Lenders its Revolving Commitment and/or one or more other institutions that qualify as assignees under Section 11.4 and which are approved by the Administrative Agent (each such approval not to be unreasonably withheld or delayed) (each such institution, an “Additional Lender”) (and with respect to any Additional Lender providing an Incremental Revolving Commitment, with the approval of each principal amount of the Issuing Bank and the Swingline Lender) and (ii) documentation from each existing Lender or Additional Lender providing an Incremental Revolving Commitment or Incremental Term Loan Commitment evidencing its agreement such Lender is willing to provide an Incremental Revolving Commitment and/or Incremental Term Loan Commitment and its acceptance of the obligations under this Agreement in form and substance reasonably acceptable to the Administrative Agent; (e) the Administrative Agent shall have received customary closing certificates and legal opinions and all other documents (including resolutions of the manager or board of directors of the Loan Parties) it may reasonably request relating to the corporate or other necessary authority for such Incremental Facility and the validity of such Incremental Facilityprovide, and any other matters relevant thereto, all in form and substance reasonably satisfactory to the Administrative Agent; (f) the Administrative Agent shall have received a Pro Forma Compliance Certificate demonstrating compliance with the financial covenants in Article VI hereof after giving effect to such Incremental Facility (without “netting” the cash proceeds of the applicable Incremental Facility against Consolidated Total Debt and assuming, for purposes of such demonstration, that all Incremental Revolving Commitments are fully drawn) on a Pro Forma Basis in form and substance reasonably satisfactory to the Administrative Agent; provided that in connection with a requested borrowing of under any Incremental Term Loan Commitment for the express purposes of funding, in whole or in part, the purchase price of a Permitted Acquisition that is a Limited Condition Transaction, the date of determination for compliance with financial covenants in Article VI on a Pro Forma Basis shall be the date on which a binding purchase agreement is entered into by the Borrower or applicable Subsidiary; (g) if any Revolving Loans are outstanding at the time of the incurrence of any Incremental Revolving Facility, the Borrower shall, if as applicable, prepay one or more existing Revolving Loans (such prepayment to be subject to Section 2.19) in an amount necessary such that after giving effect to such Incremental Revolving Facility, each Lender will hold its Pro Rata Share of outstanding Revolving Loans; (h) any Incremental Revolving Facility shall have terms identical to those for the Revolving Loans under this Agreement, except for upfront fees payable to the Lenders providing commitments for such Incremental Revolving Facility and, for purposes of clarity, no Incremental Revolving Facility shall be subject to any limited conditionality in connection with any Limited Condition Transaction; (i) with respect to any Incremental Term Facility, the interest rate, interest rate margins, fees, discount, amortization, protection with respect to the final maturity date and Weighted Average Life to Maturity and the final maturity date for such Incremental Term Facility applicable to any Incremental Term Facility shall be as set forth in the definitive documentation therefore; provided that (i) any such Incremental Term Facility shall have a final maturity date that is coterminous with or later than the Revolving Commitment Termination Date and the Maturity Date of the Term Loan A, (ii) the Weighted Average Life to Maturity of such Incremental Term Facility shall not be less than the Weighted Average Life to Maturity of the Term Loan A or any other then existing Incremental Term Loan, (iii) such Incremental Term Facility shall share ratably in any mandatory prepayments of any then-existing Term Loan (or otherwise provide for more favorable mandatory prepayment treatment for the other Term Loans) and shall have ratable voting rights as the Term Loan A (or otherwise provide for more favorable voting rights for the other Term Loans) and (iv) the all-in yield (including interest rate margins, any interest rate floors, original issue discount and upfront fees (based on the lesser of a four-year average life to maturity or the remaining life to maturity) (the “All-In Yield”), but excluding arrangement, structuring and underwriting fees paid or payable to the any arranger of such Incremental Term Loan or its Affiliates) applicable to such Incremental Term Loan shall not be more than 0.50% higher than the corresponding All-In Yield (determined on the same basis) applicable to the existing Aggregate Revolving Commitments, Term Loan A or any then outstanding Incremental Term Loan (it being understood that (x) interest on the Aggregate Revolving Commitments, the Term Loan A and any existing Incremental Term Loan may be increased to the extent necessary to satisfy this requirement, (y) if Term SOFR in respect of such Incremental Facility includes a floor that is greater than both the floor applicable to the Aggregate Revolving Commitments, the Term Loan A or any existing Incremental Facility and 3-month Term SOFR then in effect, such excess amount (over the greater of the existing floor and such 3-month Term SOFR) shall be equated to interest rate for purposes of determining the applicable interest rate under such Incremental Facility and (z) differences in the Term SOFR or Base Rate floor if required to be adjusted pursuant to the foregoing shall be added to the Term SOFR or Base Rate floor to the extent required (and not to the Applicable Margin); (j) no . No Lender (or any successor thereto) shall have any obligation obligation, express or implied, to offer to increase the aggregate principal amount of its Revolving Commitment or its other obligations under this Agreement and the other Loan Documents or to and/or provide any portion of any an Incremental Term FacilityLoan Commitment, and any decision by a Lender to increase its Revolving Commitment or and/or provide any portion of any an Incremental Term Facility Loan Commitment shall be made in its sole discretion independently from any other Lender; (k) no Arranger nor any . Only the consent of each Increasing Lender shall have any responsibility be required for arranging Incremental Commitments pursuant to this Section. No Lender which declines to increase the principal amount of its Revolving Commitment and/or provide an Incremental Term Loan Commitment may be replaced with respect to its existing Revolving Commitment, its existing Term Loan Commitment (if any) and/or its existing Term Loans (if any), as applicable, as a result thereof without such Lender’s consent. The Borrower may accept some or all of the offered amounts from existing Lenders or designate new lenders that are acceptable to the Administrative Agent (any such Incremental Facility without their prior written consent and subject to be required only to the extent required under Section 10.4(b) for an assignment of Loans or Commitments of such Type to such conditionsnew lender), including fee arrangementsthe Borrower and, as they may provide in connection therewith; (l) except as otherwise required or permitted by clause (a) through (k) above, all other terms the case of any Incremental FacilityRevolving Commitments, if each Issuing Bank (such approvals of the Administrative Agent, the Borrower and the Issuing Banks not consistent to be unreasonably withheld) as additional Lenders hereunder in accordance with this Section (the terms “Additional Lenders”), which Additional Lenders may assume all or a portion of such Incremental Commitment. The Borrower shall have discretion to adjust the allocation of such Incremental Revolving Commitments and/or such Incremental Term Loans among the then-existing Lenders and the Additional Lenders (as it may elect). The sum of the increase in the principal amount of the Revolving Commitments and the aggregate principal amount of the Incremental Term Loan Commitments of the Increasing Lenders plus the principal amount of the Revolving Commitments and the aggregate principal amount of the Term Loan A or Commitments of the Additional Lenders shall not in the aggregate exceed the unsubscribed amount of the Incremental Commitment Amount. (c) Subject to subsections (a) and (b) of this Section, any increase requested by the Borrower shall be effective upon delivery to the Administrative Agent of each of the following documents: (i) an originally executed copy of an instrument of joinder (each, an “Incremental Commitment Joinder”), in form and substance reasonably acceptable to the Administrative Agent, executed by the Administrative Agent, by the Borrower, by each Additional Lender and by each Increasing Lender, setting forth the Incremental Revolving Loans under this AgreementCommitments and/or Incremental Term Loan Commitments, as applicable, of such Lenders and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all of the terms and provisions hereof; (ii) such evidence of appropriate corporate authorization on the part of the Borrower with respect to such Incremental Commitment and such opinions of counsel for the Borrower with respect to such Incremental Commitment as the Administrative Agent may reasonably request; (iii) a certificate of the Borrower signed by a Responsible Officer, in form and substance reasonably acceptable to the Administrative Agent, certifying that each of the conditions in subsection (a) of this Section has been satisfied; provided that, in the case may beof an Incremental Term Loan (and related Incremental Term Loan Commitments) used to finance a Limited Condition Acquisition, the conditions set forth in subsection (a) of this Section that are tested as of the applicable LCA Test Date shall be certified in the applicable LCA Election Certificate instead of the certificate delivered pursuant to this subsection (iii); (iv) to the extent requested by any Additional Lender or any Increasing Lender, executed promissory notes evidencing such Incremental Revolving Commitments and/or such Incremental Term Loans, issued by the Borrower in accordance with Section 2.10; and (v) any other certificates or documents that the Administrative Agent shall reasonably request, in form and substance reasonably satisfactory to the Administrative Agent;. Upon the effectiveness of any such Incremental Commitment, the Commitments and Pro Rata Share of each Lender will be adjusted to give effect to the Incremental Commitments and/or the Incremental Term Loans, as applicable, and Schedule I shall automatically be deemed amended accordingly. (md) for purposes of clarity, extensions of credit under If any Incremental Facility shall constitute Loans hereunder and rank pari passu Term Loan Commitments are to be established pursuant to this Section, other than as set forth herein, all terms with all other Loans hereunder and respect thereto shall be secured on as set forth in the applicable Incremental Commitment Joinder, the execution and delivery of which agreement shall be a pari passu basis with condition to the other Obligations; and (n) effectiveness of the establishment of the Incremental Term Loan Commitments. Notwithstanding anything to the contrary in Section 11.210.2, the Administrative Agent, the Loan Parties and the existing Lenders and/or Additional Lenders providing any such Incremental Revolving Commitments or any such Incremental Term Loan Commitments, without the further consent of any other Person, are Agent is expressly permitted to enter into an Incremental Facility Amendment to amend the Loan Documents to the extent necessary to give effect to any increase in Commitments and/or establishment of a new Incremental Facility, Term Loan Commitment pursuant to this Section and to implement any technical, administrative and/or mechanical changes that are necessary or advisable to be implemented in connection therewith (includingincluding amendments to implement the requirements in the preceding sentence or the foregoing clause (a)(iv) of this Section, without limitation, amendments to ensure continuing pro rata allocations of Eurodollar Loans and Commitments Base Rate Loans between Loans incurred pursuant to this Section and Loans outstanding immediately prior to any such incurrence and amendments to implement ratable participations participation in Letters of CreditCredit between the Incremental Revolving Commitments and the Revolving Commitments outstanding immediately prior to any such incurrence). (e) This Section 2.23 shall supersede any provisions in Section 2.21 or 10.2 to the contrary.