Common use of Incremental Credit Extensions Clause in Contracts

Incremental Credit Extensions. (a) The Borrowers may at any time or from time to time on one or more occasions after the Effective Date request (i) one or more additional Classes of term loans (each, an “Incremental Term Facility”), (ii) one or more additional term loans of the same Class of any existing Class of term loans (each, an “Incremental Term Increase”), (iii) one or more increases in the amount of the Revolving Commitments of any Class (each such increase, an “Incremental Revolving Commitment Increase”) and/or (iv) one or more additional Classes of Revolving Commitments (the “Additional/Replacement Revolving Commitments,” and, together with any Incremental Term Facility, Incremental Term Increase and the Incremental Revolving Commitment Increases, the “Incremental Facilities”); provided that (x) after giving effect to any Incremental Facility Amendment referred to below and at the time that any such Incremental Facility is made or effected, no Event of Default (or, in the case of the incurrence or provision of any Incremental Facility in connection with a Limited Condition Transaction, no Specified Event of Default) shall have occurred and be continuing and (y) in no event shall it be a condition to the effectiveness of, or borrowing under, any Incremental Facility that any representation or warranty of any Loan Party set forth herein be true and correct, except and solely to the extent required by the Additional Lenders providing such Incremental Facility. Notwithstanding anything to the contrary herein, the aggregate principal amount of the Incremental Facilities that can be incurred at any time shall not exceed the Incremental Cap at such time. Each Incremental Facility shall be in a minimum principal amount of $5,000,000 and integral multiples of $1,000,000 in excess thereof (unless the Borrowers and the Administrative Agent otherwise agree); provided that such amount may be less than $5,000,000 if such amount represents all the remaining availability under the aggregate principal amount of Incremental Facilities set forth above.

Incremental Credit Extensions. (a) The Borrowers Borrower may at any time or from time to time on one or more occasions after the Effective Date Closing Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (ia) one or more additional Classes tranches or additions to an existing tranche of term loans (each, an the “Incremental Term FacilityLoans”), ) and/or (ii) one or more additional term loans of the same Class of any existing Class of term loans (each, an “Incremental Term Increase”), (iiib) one or more increases in the amount of the Revolving Credit Commitments of any Class on the same terms as the Revolving Credit Facility (each such increase, an except for interest rate margins and commitment fees as set forth below) (a “Incremental Revolving Commitment Increase”), in an aggregate principal amount not to exceed (x) and/or $135,000,000 and (ivy) one or more such additional Classes amount so long as on a Pro Forma Basis after giving effect to the incurrence of Revolving Commitments (the “Additional/Replacement Revolving Commitments,” and, together with any such Incremental Term Facility, Loan or any borrowing under such Revolving Commitment Increase (and for purposes of any calculations under this Section 2.14 (A) the cash proceeds of such Incremental Term Increase Loans shall be excluded for purposes of calculating Consolidated First Lien Net Debt and the Incremental (B) all Revolving Commitment IncreasesIncrease shall be deemed to be fully drawn), the “Incremental Facilities”Borrower’s Consolidated First Lien Net Leverage Ratio would be no greater than 3.503.75 to 1.00 (excluding, for purposes of calculating such ratio under this clause (y), Revolving Credit Loans borrowed for seasonal working capital requirements in an amount not to exceed $50,000,00075,000,000); provided that (xi) after giving effect to both at the time of any such request and upon the effectiveness of any Incremental Facility Amendment referred to below below, no Event of Default shall exist and at the time that any such Incremental Facility Term Loan is made or effected, (and after giving effect thereto) no Event of Default shall exist and (ii) the Borrower shall be in compliance with the covenants set forth in Section 7.11 determined on a Pro Forma Basis as of the date of the most recently ended Test Period (or, if no Test Period cited in Section 7.11 has passed, the case covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the incurrence or provision of any Incremental Facility last four quarters ended), in connection with a Limited Condition Transactioneach case, no Specified Event of Default) shall have occurred and be continuing and (y) in no event shall it be a condition to the effectiveness of, or borrowing under, any Incremental Facility that any representation or warranty of any Loan Party set forth herein be true and correct, except and solely to the extent required by the Additional Lenders providing as if such Incremental FacilityTerm Loans or any borrowings under any such Revolving Commitment Increases, as applicable, had been outstanding on the last day of such fiscal quarter of the Borrower for testing compliance therewith. Notwithstanding anything to the contrary herein, the Each tranche of (i) Incremental Term Loans shall be in an aggregate principal amount of the Incremental Facilities that can be incurred at any time shall is not exceed the Incremental Cap at such time. Each Incremental Facility less than $10,000,000 and shall be in a minimum principal amount of $5,000,000 and integral multiples an increment of $1,000,000 in excess thereof (unless the Borrowers and the Administrative Agent otherwise agree); provided that such amount may be less than $5,000,000 1,000,000 if such amount represents all the remaining availability under the limit set forth in the next sentence and (ii) Revolving Commitment Increases shall be in an aggregate principal amount that is not less than $5,000,000 and shall be in an increment of $1,000,000 in excess thereof (provided that such amount may be less than $1,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence). The Incremental Term Loans (a) shall rank pari passu in right of payment and of security with the Revolving Credit Loans and the Term Loans, (b) shall not mature earlier than the Maturity Date with respect to the Term Loans and (c) shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of then-existing Term Loans, and the Applicable Rate for any Incremental Facility and, subject to clause (c) above, amortization for the Incremental Term Loans shall be determined by the Borrower and the applicable new Lenders; provided, however, that the Effective Yield for any Incremental Facility, shall not be greater than the Effective Yield with respect to Term Loans or Revolving Credit Loans, as the case may be plus 50 basis points (unless the interest rate margins applicable to the Term Loans or Revolving Credit Loans, respectively, are increased to the extent necessary to achieve the foregoing); provided that except as provided above, the terms and conditions applicable to Incremental Term Loans may be materially different from those of the Term Loans to the extent such differences are reasonably satisfactory to the Administrative Agent. Each notice from the Borrower pursuant to this Section 2.14 shall set forth the requested amount and proposed terms of the relevant Incremental Term Loans or Revolving Commitment Increases. Incremental Term Loans may be made, and Revolving Commitment Increases may be provided, by any existing Lender (but each existing Lender will not have an obligation to make a portion of any Incremental Term Loan or any portion of any Revolving Commitment Increase) or by any other bank or other financial institution (any such other bank or other financial institution being called an “Additional Lender”), provided that the Administrative Agent, L/C Issuer and/or Swing Line Lender, as applicable, shall have consented (not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Lender’s making such Incremental Term Loans or providing such Revolving Commitment Increases to the extent any such consent would be required under Section 10.07(b) for an assignment of Loans or Revolving Credit Commitments, as applicable, to such Lender or Additional Lender. Commitments in respect of Incremental Facilities set forth aboveTerm Loans and Revolving Commitment Increases shall become Commitments (or in the case of a Revolving Commitment Increase to be provided by an existing Revolving Credit Lender, an increase in such Lender’s applicable Revolving Credit Commitment) under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Amendment may, without the consent of Borrower, or any other Loan Party, Agents or Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.14. No Lender shall be obligated to provide any Incremental Term Loans or Revolving Commitment Increases, unless it so agrees. Upon each increase in the Revolving Credit Commitments pursuant to this Section 2.14, (a) if the increase relates to the Revolving Credit Facility, each Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Revolving Commitment Increase (each, a “Revolving Commitment Increase Lender”), and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed (in the case of an increase to the Revolving Credit Facility only), a portion of such Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (i) participations hereunder in Letters of Credit and (ii) participations hereunder in Swing Line Loans held by each Revolving Credit Lender (including each such Revolving Commitment Increase Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment and (b) if, on the date of such increase, there are any Revolving Credit Loans under the applicable Facility outstanding, such Revolving Credit Loans shall on or prior to the effectiveness of such Revolving Commitment Increase be prepaid from the proceeds of additional Revolving Credit Loans made hereunder (reflecting such increase in Revolving Credit Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.05. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence.

Incremental Credit Extensions. (a) The Borrowers Borrower may at any time or from time to time on one or more occasions after the Effective Date Closing Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (i) one or more additional Classes tranches of term loans (each, an the “Incremental Term FacilityLoans”), ) or (ii) one or more additional term loans of the same Class of any existing Class of term loans (each, an “Incremental Term Increase”), (iii) one or more increases in the amount of the Revolving Commitments of any Class of Revolving Credit Commitments (each such increase, an a “Incremental Revolving Commitment Increase”) and/or (iv) one or more additional Classes of Revolving Commitments (the “Additional/Replacement Revolving Commitments,” and), together with any Incremental Term Facility, Incremental Term Increase and the Incremental Revolving Commitment Increases, the “Incremental Facilities”); provided that (xA) after giving effect to both at the time of any such request and upon the effectiveness of any Incremental Facility Amendment referred to below below, no Default or Event of Default shall exist and at the time that any such Incremental Facility Term Loan is made (and after giving effect thereto) no Default or effected, no Event of Default shall exist and (orB) the Borrower shall be in compliance with each of the covenants set forth in Section 7.11 determined on a Pro Forma Basis as of the date of such Incremental Term Loan or Revolving Commitment Increase and the last day of the most recent Test Period, as if such Incremental Term Loans or Revolving Commitment Increases, as applicable, had been outstanding on the last day of such fiscal quarter of the Borrower for testing compliance therewith. Each tranche of Incremental Term Loans and each Revolving Commitment Increase shall be in an aggregate principal amount that is not less than $25,000,000 (provided that such amount may be less than $25,000,000 if such amount represents all remaining availability under the limit set forth in the case of the incurrence or provision of any Incremental Facility in connection with a Limited Condition Transaction, no Specified Event of Default) shall have occurred and be continuing and (y) in no event shall it be a condition to the effectiveness of, or borrowing under, any Incremental Facility that any representation or warranty of any Loan Party set forth herein be true and correct, except and solely to the extent required by the Additional Lenders providing such Incremental Facilitynext sentence). Notwithstanding anything to the contrary herein, the aggregate principal amount of the Incremental Facilities that can be incurred at any time Term Loans and the Revolving Commitment Increases (other than (x) for the avoidance of doubt those established in respect of Extended Term Loans or Extended Revolving Credit Commitments pursuant to Section 2.17 and (y) Replacement Revolving Commitments) shall not exceed the Incremental Cap at sum of (x) $500,000,000 plus (y) the aggregate amount of principal payments made in respect of the Term Loans as of such time. Each Incremental Facility shall be in a minimum principal amount of $5,000,000 and integral multiples of $1,000,000 in excess thereof (unless the Borrowers and the Administrative Agent otherwise agree); provided that such amount may be less than $5,000,000 if such amount represents all the remaining availability under the aggregate principal amount of Incremental Facilities set forth aboveClosing Date.

Incremental Credit Extensions. (a) The Borrowers Borrower may at any time or from time to time on one or more occasions after the Effective Date Closing Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (ia) one or more additional Classes or additions to an existing Class of term loans Term Loans (eachthe “Incremental Term Loans” and any such Class, an “Incremental Term FacilitySeries”), ) or (ii) one or more additional term loans of the same Class of any existing Class of term loans (each, an “Incremental Term Increase”), (iiib) one or more increases in the amount of the Revolving Credit Commitments on the same terms as the Revolving Credit Facility (except for interest rate margins and commitment fees; provided that if any such additional Revolving Credit Commitment is requested prior to February 17, 2013, if the interest rate margins or commitment fees in respect of any Class such additional Revolving Credit Commitment exceed the interest rate margins or commitment fees in respect of any of the existing Revolving Credit Commitments by more than 50 basis points, the interest rate margins and commitment fees for such existing Revolving Credit Commitments shall be increased to 50 basis points less than such interest rate margins or commitment fees with respect to such new Revolving Credit Commitments) (each such increase, an a “Incremental Revolving Commitment Increase”) and/or (iv) one or more additional Classes of Revolving Commitments (the “Additional/Replacement Revolving Commitments,” and), together with any Incremental Term Facility, Incremental Term Increase and the Incremental Revolving Commitment Increases, the “Incremental Facilities”); provided that (xi) after giving effect to both at the time of any such request and upon the effectiveness of any Incremental Facility Amendment referred to below below, no Event of Default shall exist and at the time that any such Incremental Facility Term Loan is made or effected, (and after giving effect thereto) no Event of Default shall exist and (ii) the Borrower shall be in compliance with the covenants set forth in Section 7.11 determined on a Pro Forma Basis as of the date of the most recently ended Test Period (or, if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended), in each case, as if such Incremental Term Loans or any borrowings under any such Revolving Commitment Increases, as applicable, had been outstanding on the last day of such fiscal quarter of the Borrower for testing compliance therewith. Each tranche of Incremental Term Loans and each Revolving Commitment Increase shall be in an aggregate principal amount that is not less than $25,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $25,000,000 if such amount represents all remaining availability under the limit set forth in the case of the incurrence or provision of any Incremental Facility in connection with a Limited Condition Transaction, no Specified Event of Default) shall have occurred and be continuing and (y) in no event shall it be a condition to the effectiveness of, or borrowing under, any Incremental Facility that any representation or warranty of any Loan Party set forth herein be true and correct, except and solely to the extent required by the Additional Lenders providing such Incremental Facilitynext sentence). Notwithstanding anything to the contrary herein, the aggregate principal amount of the Incremental Facilities that can be incurred at any time Term Loans and the Revolving Commitment Increases, when aggregated with the amount of Permitted Notes issued in reliance on Section 7.03(s)(i) and Section 7.03(s)(ii), shall not exceed (x) $150,000,000 (the “Initial Incremental Cap at such time. Each Incremental Facility shall be in a minimum principal amount of $5,000,000 and integral multiples of $1,000,000 in excess thereof (unless the Borrowers and the Administrative Agent otherwise agreeAmount”); provided that during the sixty (60) consecutive day period beginning on the Amendment No. 1 Effective Date (the “Incremental Increase Period”) the Borrower may incur a Revolving Commitment Increase in an amount not to exceed $50.0 million and an increase to the Term A Loan in an amount not to exceed $50.0 million (the “Term A Loan Increase”), in each case without reducing the amount available for future Incremental Term Loans or Revolving Commitment Increases under the Initial Incremental Amount, so long as, in the case of any Term A Loan Increase, the Net Proceeds therefrom shall be used to repay Term B Loans pursuant to Section 2.05(b)(xi) plus (y) the Borrower may incur additional Incremental Term Loans and/or Revolving Commitment Increases (a “Ratio-Based Incremental Facility”) so long as the Borrower’s First Lien Secured Leverage Ratio, determined on a Pro Forma Basis as of the last day of the most recently ended Test Period for which financial statements were required to have been delivered pursuant to Section 6.01(a) or (b), as applicable (or, if no Test Period has passed, as of the last four quarters ended), in each case, as if such Ratio-Based Incremental Facility (and Revolving Credit Loans in an amount equal to the full amount of any such Revolving Commitment Increase) had been outstanding on the last day of such four quarter period, shall not exceed 2.75 to 1.00. The Incremental Term Loans (a) shall rank pari passu in right of payment and of security with the Revolving Credit Loans and the Term Loans, (b) shall not mature earlier than the Maturity Date with respect to the Term B Loans (except in the case of any Term A Loan Increase, which shall mature on the Maturity Date with respect to the Term A Loans), (c) shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of then-existing Term B Loans (except in the case of any Term A Loan Increase, which shall have the same weighted average life to maturity as that of the Term A Loans) and (d) the Applicable Rate for the Incremental Term Loan, and subject to clause (c) above, amortization for the Incremental Term Loans shall be determined by the Borrower and the applicable new Lenders (except that in the case of any Term A Loan Increase, such Applicable Rate and amortization shall be the same as that of the Term A Loans); provided, however, that if any such additional Incremental Term Loans are requested prior to February 17, 2013,March 30, 2014, (i) the interest rate margins for the Incremental Term Loans shall not be greater than the highest interest rate margins that may, under any circumstances, be payable with respect to Term B Loans plus 50 basis points (unless the interest rate margins applicable to the Term B Loans are increased to the extent necessary to achieve the foregoing), (ii) solely for purposes of the foregoing clause (i), the interest rate margins applicable to any Term Loans or Incremental Term Loans shall be deemed to include all upfront or similar fees or original issue discount payable by the Borrower generally to the Lenders providing such Term Loans or such Incremental Term Loans based on an assumed four-year life to maturity and (iii) if the lowest permissible Eurocurrency Rate is greater than 1.00% or the lowest permissible Base Rate is greater than 2.00% for such Incremental Term Loans, the difference between such “floor” and 1.00%, in the case of Eurocurrency Rate Incremental Term Loans, or 2.00%, in the case of Base Rate Incremental Term Loans, shall be equated to interest rate margin for purposes of clause (i) above; provided that except as provided above, the terms and conditions applicable to Incremental Term Loans may be less than $5,000,000 materially different from those of the Term Loans to the extent such differences are reasonably satisfactory to the Administrative Agent. Each notice from the Borrower pursuant to this Section 2.14 shall set forth the requested amount and proposed terms of the relevant Incremental Term Loans or Revolving Commitment Increases. Incremental Term Loans may be made, and Revolving Commitment Increases may be provided, by any existing Lender (but each existing Lender will not have an obligation to make a portion of any Incremental Term Loan or any portion of any Revolving Commitment Increase) or by any other bank or other financial institution (any such other bank or other financial institution being called an “Additional Lender”), provided that the Administrative Agent, L/C Issuer and/or Swing Line Lender, as applicable, shall have consented (not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Lender’s making such Incremental Term Loans or providing such Revolving Commitment Increases to the extent any such consent would be required under Section 10.07(b) for an assignment of Loans or Revolving Credit Commitments, as applicable, to such Lender or Additional Lender. Commitments in respect of Incremental Term Loans and Revolving Commitment Increases shall become Commitments (or in the case of a Revolving Commitment Increase to be provided by an existing Revolving Credit Lender, an increase in such Lender’s applicable Revolving Credit Commitment) under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Amendment may, without the consent of Borrower, or any other Loan Party, Agents or Lenders, effect such amount represents amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.14. The Borrower will use the proceeds of the Incremental Term Loans and Revolving Commitment Increases for any purpose not prohibited by this Agreement. No Lender shall be obligated to provide any Incremental Term Loans or Revolving Commitment Increases, unless it so agrees. Upon each increase in the Revolving Credit Commitments pursuant to this Section 2.14, (a) if the increase relates to the Revolving Credit Facility, each Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Revolving Commitment Increase (each, a “Revolving Commitment Increase Lender”), and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed (in the case of an increase to the Revolving Credit Facility only), a portion of such Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (i) participations hereunder in Letters of Credit and (ii) participations hereunder in Swing Line Loans held by each Revolving Credit Lender (including each such Revolving Commitment Increase Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment and (b) if, on the remaining availability date of such increase, there are any Revolving Credit Loans under the aggregate principal amount applicable Facility outstanding, such Revolving Credit Loans shall on or prior to the effectiveness of Incremental Facilities set forth abovesuch Revolving Commitment Increase be prepaid from the proceeds of additional Revolving Credit Loans made hereunder (reflecting such increase in Revolving Credit Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.05. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence.

Incremental Credit Extensions. (a) The Borrowers Borrower may at any time or from time to time on one or more occasions after the Effective Date request (i) one or more additional Classes of term loans (each, an “Incremental Term Facility”), and/or (ii) one or more additional term loans of the same Class of any existing Class of term loans (each, an “Incremental Term Increase”), (iii) one or more increases in the amount of the Revolving Commitments of any Class (each such increase, an “Incremental Revolving Commitment Increase”) and/or (iv) one or more additional Classes of Revolving Commitments (the “Additional/Replacement Revolving Commitments,” and, together with any Incremental Term Facility, Incremental Term Increase and the Incremental Revolving Commitment Increases, the “Incremental Facilities”); provided that (x) after giving effect to any Incremental Facility Amendment referred to below and at the time that any such Incremental Facility is made or effected, no Event of Default (or, in the case of the incurrence or provision of any Incremental Facility in connection with a Limited Condition Transaction, no Specified Event of Default) shall have occurred and be continuing and (y) in no event shall it be a condition to the effectiveness of, or borrowing under, any Incremental Facility that any representation or warranty of any Loan Party set forth herein be true and correct, except and solely to the extent required by the Additional Lenders providing such Incremental Facility. Notwithstanding anything to the contrary herein, the aggregate principal amount of the Incremental Facilities that can be incurred at any time shall not exceed the Incremental Cap at such time. Each Incremental Facility shall be in a minimum principal amount of $5,000,000 and integral multiples of $1,000,000 in excess thereof (unless the Borrowers Borrower and the Administrative Agent otherwise agree); provided that such amount may be less than $5,000,000 if such amount represents all the remaining availability under the aggregate principal amount of Incremental Facilities set forth above.

Incremental Credit Extensions. (a) The Borrowers Borrower may at any time or from time to time on one or more occasions after the Effective Date Date, by written notice delivered to the Term Administrative Agent request (i) one or more additional Classes of term loans (each, an “Incremental Term Facility”), (ii) one or more additional term loans of the same Class of any existing Class of term loans (each, an “Incremental Term Increase”), (iii) one or more increases in tranches of cash-flow revolving credit facilities (the amount first of such tranches, the “Initial Incremental Revolving Commitments of any Class (Facility” and, together with each such increasetranche thereafter, an the “Incremental Revolving Commitment IncreaseFacilities”) and/or or (iv) one or more additional Classes increases in the amount of any existing Class of Incremental Revolving Commitments Loans (the each, an “Additional/Replacement Incremental Revolving Commitments,” andIncrease”, and together with any Incremental Term Facility, Incremental Term Increase and the Incremental Revolving Commitment IncreasesFacilities, the “Incremental Facilities”); provided that (x) that, after giving effect to any Incremental Facility Amendment referred to below and at the time that any such Incremental Facility Term Loan or Incremental Revolving Loan is made or effected, (x) no Event of Default (orexcept, in the case of the incurrence or provision of any Incremental Facility in connection with a Limited Condition TransactionPermitted Acquisition or other Investment not prohibited by the terms of this Agreement, no for which a Specified Event of DefaultDefault shall be the standard) shall have occurred and be continuing and (y) all representations and warranties in no event Article III shall it be a condition to true and correct in all material respects on and as of the effectiveness ofeffective date of such Incremental Facility (except, in the case of the incurrence or borrowing under, provision of any Incremental Facility that any representation in connection with a Permitted Acquisition or warranty other Investment not prohibited by the terms of any Loan Party set forth herein this Agreement, for which the Specified Representations shall be true and correct, except and solely to the extent required by the Additional Lenders providing correct in all material respects as of such Incremental Facilitydate). Notwithstanding anything to the contrary herein, the aggregate principal amount of the Incremental Facilities that can be incurred at any time shall not exceed the Incremental Cap at such time. Each Incremental Facility shall be in a minimum principal amount of $5,000,000 10,000,000 and integral multiples of $1,000,000 in excess thereof if such Incremental Facilities are denominated in dollars (unless the Borrowers Borrower and the Term Administrative Agent otherwise agree); provided that such amount may be less than $5,000,000 10,000,000 if such amount represents all the remaining availability under the aggregate principal amount of Incremental Facilities set forth above.

Incremental Credit Extensions. (a) The Borrowers may Borrower may, at any time or from time to time on one or more occasions after the Effective Date Closing Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (i) one or more additional Classes tranches of term loans (each, an the “Incremental Term FacilityLoans”), ) or (ii) one or more additional term loans of the same Class of any existing Class of term loans (each, an “Incremental Term Increase”), (iii) one or more increases in the amount of the Revolving Credit Commitments of any Class Facility (each such increase, an a “Incremental Revolving Commitment Increase”) and/or (iv) one or more additional Classes ); provided, that upon the effectiveness of Revolving Commitments (the “Additional/Replacement Revolving Commitments,” and, together with any Incremental Term Facility, Incremental Term Increase and the Incremental Revolving Commitment Increases, the “Incremental Facilities”); provided that (x) after giving effect to any Incremental Facility Amendment referred to below and at the time that any such Incremental Facility Term Loan is made (and after giving effect thereto), (A) no Default or effected, no Event of Default shall exist and (orB) the Borrower shall be in Pro Forma Compliance with Section 7.09 for the most recently ended Test Period for which financial statements have been delivered pursuant to Section 6.01. Each tranche of Incremental Term Loans and each Revolving Commitment Increase shall be in an aggregate principal amount that is not less than $25 million (provided, that such amount may be less than $25 million if such amount represents all remaining availability under the limit set forth in the case of the incurrence or provision of any Incremental Facility next sentence); provided that in connection with a Limited Condition TransactionAcquisition, if agreed to by the Lenders providing such Incremental Facility, the representations and warranties made by the Borrower shall be limited to customary “specified representations” and those representations of the seller or the target company (as applicable) included in the acquisition agreement related to such Limited Condition Acquisition that are material to the interests of the Lenders and that give the applicable parties the ability to terminate such acquisition agreement; (B) no Specified Event of Default) Default shall have occurred and be continuing and or be caused by the Revolving Commitment Increase or incurrence of the Incremental Term Loan (y) provided that solely with respect to Incremental Term Loans incurred in no event shall it be connection with a condition to the effectiveness ofLimited Condition Acquisition, or borrowing under, any Incremental Facility that any representation or warranty of any Loan Party set forth herein be true and correct, except and solely to the extent required by the Additional Lenders providing participating in such tranche of Incremental FacilityTerm Loans agree, no Default shall exist at the time of the execution of the definitive documentation for such Limited Condition Acquisition and no Default under Section 8.01(a) or Event of Default under Sections 8.01(f) shall exist at the time such Limited Condition Acquisition is consummated) and (C) subject to the terms of Section 1.08(f) in respect of Limited Condition Acquisitions, the Borrower shall be in compliance with the financial covenant set forth in Section 7.09 for the applicable Test Period (determined on a pro forma basis after giving effect to such incurrence of the Incremental Facility and any related prepayment of Indebtedness). Notwithstanding anything to the contrary herein, the aggregate principal amount of the Incremental Facilities that can be incurred at any time Term Loans and the Revolving Commitment Increases (other than, for the avoidance of doubt, those established in respect of Extended Term Loans or Extended Revolving Credit Commitments pursuant to Section 2.16) shall not exceed the Incremental Cap at such time. Each Incremental Facility shall be in a minimum principal amount of $5,000,000 and integral multiples of $1,000,000 in excess thereof (unless the Borrowers and the Administrative Agent otherwise agree); provided that such amount may be less than $5,000,000 if such amount represents all the remaining availability under the aggregate principal amount of Maximum Incremental Facilities set forth aboveAmount.

Incremental Credit Extensions. (a) The Borrowers Borrower may at any time or from time to time on one or more occasions after the Effective Date Closing Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly make a copy of such notice available to each of the Lenders), request (i) one or more additional Classes tranches or, in consultation with the Administrative Agent, additions to an existing tranche of term loans (each, an the “Incremental Term FacilityLoans”); the commitments thereunder, (ii) one or more additional term loans of the same Class of any existing Class of term loans (each, an “Incremental Term IncreaseLoan Commitments”), (iii) or one or more increases in the amount of the Revolving Commitments of Commitment (any Class (each such increase, an a “Incremental Revolving Commitment Increase”) and/or (iv) one or more additional Classes of Revolving Commitments (; the “Additional/Replacement Revolving Commitments,” and, together with any Incremental Term Facility, Incremental Term Increase and the Incremental Revolving Commitment Increasescommitments thereunder, the “Incremental FacilitiesRevolving Commitments” and, collectively, with the Incremental Term Loan Commitments, the “Incremental Commitments”); provided that (xi) after giving effect to any Incremental Facility Amendment referred to below and at the time that any making of such Incremental Facility is made Term Loans or effected, no Event of Default (or, in the case of the incurrence or provision of any Incremental Facility in connection with a Limited Condition Transaction, no Specified Event of Default) shall have occurred and be continuing and (y) in no event shall it be a condition to the effectiveness of, or borrowing under, any Incremental Facility that any representation or warranty of any Loan Party set forth herein be true and correct, except and solely to the extent required by the Additional Lenders providing such Incremental Facility. Notwithstanding anything to the contrary hereinRevolving Commitment Increase, the aggregate principal amount of all Incremental Term Loans and Incremental Revolving Commitments incurred pursuant to this Section 2.19 (together with any Incremental Equivalent Debt incurred pursuant to Section 7.03(s) after the Incremental Facilities that can be incurred at any time Closing Date) shall not exceed (x) $346,000,000 (provided that $35,000,000 of such amount under this clause (x) shall solely be available for Revolving Commitment Increases) plus (y) an unlimited additional amount, so long as on a Pro Forma Basis after the incurrence of such Incremental Term Loans and such Incremental Revolving Commitments (A) if such Incremental Loan ranks pari passu in right of security on the Collateral with the Obligations (other than any Obligations in respect of other Incremental Loans or Refinancing Facilities secured on a junior lien basis to other Obligations), the First Lien Leverage Ratio as of the last day of the most recently ended Test Period does not exceed 3.90:1.00 and (B) if such Incremental Loan ranks junior in right of security on the Collateral to the Obligations (other than any Obligations in respect of other Incremental Loans or Refinancing Facilities secured on a junior lien basis to other Obligations), the Senior Secured Leverage Ratio as of the last day of the most recently ended Test Period does not exceed 3.90:1.00 (it being understood that (1) any Incremental Loan may be incurred under clause (y) prior to clause (x) and regardless of whether there is capacity under clause (x), (2) to the extent that both clause (x) and clause (y) are available and the Borrower does not make an election, the Borrower will be deemed to have elected clause (y), (3) any amounts incurred under clause (x), the Revolving Facility, Sections 7.03(e), 7.03(m), 7.03(r), 7.03(t), 7.03(u), 7.03(z), 7.03(bb), 7.03(s)(x) or 7.03(w), in each case, together with any amounts incurred to fund original issue discount (“OID”) and upfront fees, that is concurrently incurred with, or incurred in a single transaction or series of related transactions with, amounts under clause (y) will not count as Indebtedness for the purpose of calculating the First Lien Leverage Ratio or Senior Secured Leverage Ratio, as applicable, in clause (y) and (4) any portion of any Incremental Term Loans or any Incremental Revolving Commitments incurred in reliance on clause (x) may be reclassified, as the Borrower may elect from time to time, as incurred under clause (y) if the Borrower meets the applicable First Lien Leverage Ratio or Senior Secured Leverage Ratio, as applicable, under clause (y) at such time on a Pro Forma Basis (for purposes of clarity, with any such reclassification having the effect of increasing the Borrower’s ability to incur Indebtedness under clause (x) on and after the date of such reclassification by the amount of Indebtedness so reclassified)); provided, further, that for purposes of the calculation of the First Lien Leverage Ratio and the Senior Secured Leverage Ratio used in determining the availability of Incremental Term Loans or Incremental Revolving Commitments under this Section 2.19(a), (i) any cash proceeds of any Incremental Term Loans or the Incremental Cap at such timeRevolving Commitments, as applicable, then being incurred will not be netted for purposes of determining compliance with the First Lien Leverage Ratio or Senior Secured Leverage Ratio, as applicable, and (ii) the full amount of any Incremental Revolving Commitments then being incurred shall be deemed to be Indebtedness then outstanding (whether or not then incurred). Each tranche of Incremental Facility Term Loans shall be in a minimum an aggregate principal amount of that is not less than $5,000,000 and integral multiples of $1,000,000 in excess thereof (unless the Borrowers and the Administrative Agent otherwise agree); provided that such amount may be less than $5,000,000 if such amount represents all the remaining availability under the aggregate principal amount of Incremental Facilities limit set forth abovein the preceding sentence).

Incremental Credit Extensions. (a) The Borrowers Xxxxxxx may (and VNU, Inc. or VNUHF may, in the case of clause (b)) at any time or from time to time on one or more occasions after the Effective Date Pushdown Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (ia) one or more additional Classes tranches of term loans (each, an the “Incremental Term FacilityLoans”), ) or (ii) one or more additional term loans of the same Class of any existing Class of term loans (each, an “Incremental Term Increase”), (iiib) one or more increases in the amount of the Revolving Credit Commitments of any Class Facility or the addition of a new Revolving Credit Facility to be provided to the Canadian Borrower (each such increaseincrease or new Revolving Credit Facility, an a “Incremental Revolving Commitment Increase”) and/or (iv) one or more additional Classes of Revolving Commitments (the “Additional/Replacement Revolving Commitments,” and), together with any Incremental Term Facility, Incremental Term Increase and the Incremental Revolving Commitment Increases, the “Incremental Facilities”); provided that (xi) after giving effect to both at the time of any such request and upon the effectiveness of any Incremental Facility Amendment referred to below below, no Default or Event of Default shall exist and at the time that any such Incremental Facility Term Loan is made (and after giving effect thereto) no Default or effected, no Event of Default shall exist and (ii) Xxxxxxx shall be in compliance with the covenants set forth in Section 7.11 determined on a Pro Forma Basis as of the date of such Incremental Term Loan or Revolving Commitment Increase and the last day of the most recently ended Test Period (or, if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended), in each case, as if such Incremental Term Loans or Revolving Commitment Increases, as applicable, had been outstanding on the last day of such fiscal quarter of Xxxxxxx for testing compliance therewith. Each tranche of Incremental Term Loans and each Revolving Commitment Increase shall be in an aggregate principal amount that is not less than $50,000,000 (provided that such amount may be less than $50,000,000 if such amount represents all remaining availability under the limit set forth in the case of the incurrence or provision of any Incremental Facility in connection with a Limited Condition Transaction, no Specified Event of Default) shall have occurred and be continuing and (y) in no event shall it be a condition to the effectiveness of, or borrowing under, any Incremental Facility that any representation or warranty of any Loan Party set forth herein be true and correct, except and solely to the extent required by the Additional Lenders providing such Incremental Facilitynext sentence). Notwithstanding anything to the contrary herein, the aggregate principal amount of the Incremental Facilities that can be incurred at any time Term Loans and the Revolving Commitment Increases shall not exceed $687,500,000. The Incremental Term Loans (a) shall rank pari passu in right of payment and of security with the Revolving Credit Loans and the Term Loans, (b) shall not mature earlier than the Maturity Date with respect to the Term Loans, (c) except as set forth above, shall be treated substantially the same as the Term Loans (in each case, including with respect to mandatory and voluntary prepayments) and (d) the Applicable Rate for the Incremental Cap at Term Loans shall be determined by Xxxxxxx and the applicable new Lenders; provided, however, that (i) the interest rate margins for the Incremental Term Loans shall not be greater than the highest interest rate margins that may, under any circumstances, be payable with respect to Dollar Term Loans (or Euro Term Loans if such timeIncremental Term Loans are denominated in Euros) plus 25 basis points (and the interest rate margins applicable to the Dollar Term Loans or Euro Term Loans, as applicable, shall be increased to the extent necessary to achieve the foregoing) and (ii) solely for purposes of the foregoing clause (i), the interest rate margins applicable to any Term Loans or Incremental Term Loans shall be deemed to include all upfront or similar fees or original issue discount payable generally to Lenders providing such Term Loans or such Incremental Term Loans based on an assumed three-year life to maturity), provided that (i) except as provided herein, the terms and conditions applicable to Incremental Term Loans may be materially different from those of the Term Loans to the extent such differences are reasonably acceptable to the Arrangers and (ii) the amortization schedule applicable to the Incremental Term Loans shall be determined by Xxxxxxx and the lenders thereof. Other than with respect to interest rates and related terms with respect to Loans denominated in Canadian Dollars, and other than with respect to borrowing mechanics and operational matters, the terms of any new Revolving Credit Facility to be provided to the Canadian Borrower shall be identical to those of the Revolving Credit Facilities and any collateral securing such new facility shall be shared with the Secured Parties pursuant to customary arrangements and customary limitations (including with respect to adverse tax consequences). Each notice from Xxxxxxx, VNU, Inc. or VNUHF pursuant to this Section 2.14 shall set forth the requested amount and proposed terms of the relevant Incremental Term Loans or Revolving Commitment Increases. Incremental Term Loans may be made, and Revolving Commitment Increases may be provided, by any existing Lender (and each existing Term Lender will have the right, but not an obligation, to make a portion of any Incremental Term Loan, and each existing Revolving Credit Lender of the applicable Facility will have the right to provide a portion of any Revolving Commitment Increase, in each case on terms permitted in this Section 2.14 and otherwise on terms reasonably acceptable to the Administrative Agent) or by any other bank or other financial institution (any such other bank or other financial institution being called an “Additional Lender”), provided that the Administrative Agent shall have consented (not to be unreasonably withheld) to such Lender’s or Additional Lender’s making such Incremental Term Loans or providing such Revolving Commitment Increases if such consent would be required under Section 10.07(b) for an assignment of Loans or Revolving Credit Commitments, as applicable, to such Lender or Additional Lender. Commitments in respect of Incremental Term Loans and Revolving Commitment Increases shall become Commitments (or in the case of a minimum principal amount Revolving Commitment Increase to be provided by an existing Revolving Credit Lender (other than a Revolving Commitment Increase to be provided to the Canadian Borrower), an increase in such Lender’s applicable Revolving Credit Commitment) under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by Xxxxxxx (and, in the case of $5,000,000 and integral multiples of $1,000,000 in excess thereof (unless a Revolving Commitment Increase, any other relevant Borrowers or the Borrowers Canadian Borrower, as applicable), each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent otherwise agree); provided that Agent. The Incremental Amendment may, without the consent of any other Borrowers, Agents or Lenders, effect such amount amendments to this Agreement and the other Loan Documents as may be less than $5,000,000 necessary or appropriate, in the reasonable opinion of the Administrative Agent and the applicable Borrowers (or the Canadian Borrower, as applicable), to effect the provisions of this Section 2.14. The effectiveness of any Incremental Amendment shall be subject to the satisfaction on the date thereof (each, an “Incremental Facility Closing Date”) of each of the conditions set forth in Section 4.02 (it being understood that all references to “the date of such Credit Extension” or similar language in such Section 4.02 shall be deemed to refer to the effective date of such Incremental Amendment) and such other conditions as the parties thereto shall agree. The Borrowers (or the Canadian Borrower, as applicable) will use the proceeds of the Incremental Term Loans and Revolving Commitment Increases for any purpose not prohibited by this Agreement. No Lender shall be obligated to provide any Incremental Term Loans or Revolving Commitment Increases, unless it so agrees. Upon each increase in the Revolving Credit Commitments pursuant to this Section 2.14, (a) if the increase relates to the Tranche A Revolving Credit Facility, each Tranche A Revolving Credit Lender immediately prior to such amount represents increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Revolving Commitment Increase (each a “Revolving Commitment Increase Lender”), and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed (in the case of an increase to the Tranche A Revolving Credit Facility only), a portion of such Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (i) participations hereunder in Letters of Credit and (ii) participations hereunder in Swing Line Loans held by each Tranche A Revolving Credit Lender (including each such Revolving Commitment Increase Lender) will equal the percentage of the aggregate Tranche A Revolving Credit Commitments of all Tranche A Revolving Credit Lenders represented by such Revolving Credit Lender’s Tranche A Revolving Credit Commitment and (b) if, on the remaining availability date of such increase, there are any Revolving Credit Loans under the aggregate principal amount applicable Facility outstanding, such Revolving Credit Loans shall on or prior to the effectiveness of Incremental Facilities set forth abovesuch Revolving Commitment Increase be prepaid from the proceeds of additional Revolving Credit Loans under the applicable Facility made hereunder (reflecting such increase in Revolving Credit Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.05. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence.

Incremental Credit Extensions. (a) The Borrowers may at (i) At any time or and from time to time on after the Effective Date, subject to the terms and conditions set forth herein, either Borrower may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly make available to each of the Lenders), request to effect one or more occasions after the Effective Date request tranches of revolving commitments hereunder (i) one or more additional Classes of term loans (eacheach such tranche, an “Incremental Term FacilityRevolving Commitment” and, the Loans with respect thereto, “Incremental Revolving Loans”)) or, (ii) one or more additional term loans of the same if any Class of any existing Class of term loans (eachRevolving Commitments already exists, an “Incremental Term Increase”), (iii) request to effect one or more increases in the aggregate amount of the such Revolving Commitments of any Class (each such increase, an a “Incremental Revolving Commitment Increase”) and/or (iv) ), in each case, from one or more additional Classes of Additional Revolving Commitments (the “Additional/Replacement Revolving Commitments,” and, together with any Incremental Term Facility, Incremental Term Increase and the Incremental Revolving Commitment Increases, the “Incremental Facilities”)Lenders; provided that (x) after giving effect to any Incremental Facility Amendment referred to below and at the time that any of each such request and upon the effectiveness of each Incremental Revolving Facility is made Amendment, (A) no Default or effected, no Event of Default (or, in the case of the incurrence or provision of any Incremental Facility in connection with a Limited Condition Transaction, no Specified Event of Default) shall have occurred and be continuing or shall result therefrom, (B) such Borrower shall have delivered a certificate of a Financial Officer to the effect set forth in clause (A) above and (yC) in each Revolving Commitment Increase shall be on the same terms (including interest rate margins and maturity) governing any existing Class of Revolving Commitments pursuant to this Agreement or, if no event such Revolving Commitments exist, each Incremental Revolving Commitment shall it be a condition on terms reasonably acceptable to the effectiveness ofsuch Borrower, or borrowing under, any Incremental Facility that any representation or warranty of any Loan Party set forth herein be true and correct, except and solely to the extent required by the Additional Revolving Lenders providing such Incremental Facilityand the Administrative Agent. Notwithstanding anything to the contrary herein, at the time of effectiveness of any given Incremental Revolving Commitment, Revolving Commitment Increase or Term Commitment Increase, the sum of (i) the aggregate principal amount of the Incremental Facilities that can be Revolving Commitments and the Revolving Commitment Increases entered into after the Effective Date and (ii) the aggregate principal amount of all Term Commitment Increases incurred at any time after the Effective Date shall not exceed $250,000,000 plus up to an additional amount such that at the time of each such request and upon the effectiveness of the Incremental Cap at Revolving Facility Amendment or Incremental Term Facility Amendment, as applicable, after giving effect to such timeIncremental Revolving Loans or Incremental Term Loans, as applicable, and the application of proceeds thereof, on a Pro Forma Basis, the Consolidated Secured Net Leverage Ratio is less than or equal to 1.50 to 1.00; (provided that, for purposes of calculating the Consolidated Secured Net Leverage Ratio (i) any Incremental Revolving Commitments or Revolving Commitment Increase being entered into shall be assumed to be fully drawn and (ii) the proceeds of any such Incremental Revolving Commitment, Revolving Commitment Increase or Term Commitment Increase being implemented and any such substantially concurrent Incremental Revolving Commitment, Revolving Commitment Increases and Term Commitment Increases shall not be netted from Consolidated Net Secured Debt) (the “Incremental Cap”). Each Incremental Facility Revolving Commitment and Revolving Commitment Increase shall be in a minimum principal amount of $5,000,000 and integral multiples of $1,000,000 in excess thereof (unless the Borrowers and the Administrative Agent otherwise agree)thereof; provided that such amount may be less than $5,000,000 if such amount represents all the remaining availability under the aggregate principal amount Incremental Cap. For the avoidance of doubt, no Lender shall be required to provide any such Incremental Facilities set forth aboveRevolving Commitment or Revolving Commitment Increase.

Incremental Credit Extensions. (a) The Borrowers may Borrower may, at any time or and from time to time on one or more occasions after the Effective Date Closing Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (ia) one or more additional Classes tranches of term loans or increases in existing tranches of term loans (each, an the “Incremental Term FacilityLoans”), (ii) one or more additional term loans of the same Class of any existing Class of term loans (each, an “Incremental Term Increase”), (iiib) one or more increases in the amount of the Revolving Credit Commitments of any Class Facility (each such increase, an a “Incremental Revolving Commitment Increase”) and/or or (ivc) one or more additional Classes tranches of Revolving Credit Commitments (the “Additional/Replacement Revolving Commitments,” andeach such commitment, together with any Incremental Term Facility, Incremental Term Increase and the Incremental Revolving Commitment Increases, the an “Incremental Revolving Credit Facility”; together with a Revolving Commitment Increase, an “Incremental Revolving Commitment”; and together with Incremental Term Loans and Revolving Commitment Increases, “Incremental Facilities”); provided provided, that (x) after giving effect to upon the effectiveness of any Incremental Facility Amendment referred to below and at the time that any such Incremental Facility Term Loan is made or effected(and after giving effect thereto), subject to Section 2.14(e), (i) no Event of Default shall exist and (orii) the Borrower shall be in Pro Forma Compliance with Section 7.09 for the most recently ended Test Period for which financial statements have been delivered pursuant to Section 6.01. Each tranche of Incremental Term Loans, each Revolving Commitment Increase and each Incremental Revolving Credit Facility shall be in an aggregate principal amount that is not less than $50 million (provided, that such amount may be less than $50 million if such amount represents all remaining availability under the limit set forth in the case of the incurrence or provision of any Incremental Facility in connection with a Limited Condition Transaction, no Specified Event of Default) shall have occurred and be continuing and (y) in no event shall it be a condition to the effectiveness of, or borrowing under, any Incremental Facility that any representation or warranty of any Loan Party set forth herein be true and correct, except and solely to the extent required by the Additional Lenders providing such Incremental Facilitynext sentence). Notwithstanding anything to the contrary herein, the aggregate principal amount of the Incremental Facilities that can be incurred at any time Term Loans, the Revolving Commitment Increases and each Incremental Revolving Credit Facility (other than, for the avoidance of doubt, those established in respect of Extended Term Loans or Extended Revolving Credit Commitments pursuant to Section 2.16) shall not exceed the Incremental Cap at such time. Each Incremental Facility shall be in a minimum principal amount of $5,000,000 and integral multiples of $1,000,000 in excess thereof (unless the Borrowers and the Administrative Agent otherwise agree); provided that such amount may be less than $5,000,000 if such amount represents all the remaining availability under the aggregate principal amount of Maximum Incremental Facilities set forth aboveAmount.

Incremental Credit Extensions. (a) The Borrowers Borrower may at any time or from time to time on one or more occasions after the Effective Date Closing Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (ia) one or more additional Classes or additions to an existing Class of term loans Term Loans (eachthe “Incremental Term Loans” and any such Class, an “Incremental Term FacilitySeries”), ) or (ii) one or more additional term loans of the same Class of any existing Class of term loans (each, an “Incremental Term Increase”), (iiib) one or more increases in the amount of the Tranche 2 Revolving Credit Commitments of any Class on the same terms as the Tranche 2 Revolving Credit Facility (each such increase, an except for interest rate margins and commitment fees) (a “Incremental Revolving Commitment Increase”) and/or (iv) one or more additional Classes of Revolving Commitments (the “Additional/Replacement Revolving Commitments,” and), together with any Incremental Term Facility, Incremental Term Increase and the Incremental Revolving Commitment Increases, the “Incremental Facilities”); provided that (xi) after giving effect to both at the time of any such request and upon the effectiveness of any Incremental Facility Amendment referred to below below, no Event of Default shall exist and at the time that any such Incremental Facility Term Loan is made or effected, (and after giving effect thereto) no Event of Default shall exist and (ii) the Borrower shall be in compliance with the covenants set forth in Section 7.11 determined on a Pro Forma Basis as of the date of the most recently ended Test Period (or, if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended), in each case, as if such Incremental Term Loans or any borrowings under any such Revolving Commitment Increases, as applicable, had been outstanding on the last day of such fiscal quarter of the Borrower for testing compliance therewith. Each tranche of Incremental Term Loans and each Revolving Commitment Increase shall be in an aggregate principal amount that is not less than $25,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $25,000,000 if such amount represents all remaining availability under the limit set forth in the case of the incurrence or provision of any Incremental Facility in connection with a Limited Condition Transaction, no Specified Event of Default) shall have occurred and be continuing and (y) in no event shall it be a condition to the effectiveness of, or borrowing under, any Incremental Facility that any representation or warranty of any Loan Party set forth herein be true and correct, except and solely to the extent required by the Additional Lenders providing such Incremental Facilitynext sentence). Notwithstanding anything to the contrary herein, the aggregate principal amount of the Incremental Facilities that can be incurred at any time Term Loans and the Revolving Commitment Increases, when aggregated with the amount of Permitted Notes issued in reliance on Section 7.03(s)(i) and Section 7.03(s)(ii), shall not exceed (x) $150,000,000 (the “Initial Incremental Cap at such time. Each Incremental Facility shall be in a minimum principal amount of $5,000,000 and integral multiples of $1,000,000 in excess thereof (unless the Borrowers and the Administrative Agent otherwise agreeAmount”); provided that during the sixty (60) consecutive day period beginning on the Amendment No. 1 Effective Date (the “Incremental Increase Period”) the Borrower may incur a Revolving Commitment Increase in an amount not to exceed $50.0 million and an increase to the Term A Loan in an amount not to exceed $50.0 million (the “Term A Loan Increase”), in each case without reducing the amount available for future Incremental Term Loans or Revolving Commitment Increases under the Initial Incremental Amount, so long as, in the case of any Term A Loan Increase, the Net Proceeds therefrom shall be used to repay Term B Loans pursuant to Section 2.05(b)(xi) plus (y) the Borrower may incur additional Incremental Term Loans and/or Revolving Commitment Increases (a “Ratio-Based Incremental Facility”) so long as the Borrower’s First Lien Secured Leverage Ratio, determined on a Pro Forma Basis as of the last day of the most recently ended Test Period for which financial statements were required to have been delivered pursuant to Section 6.01(a) or (b), as applicable (or, if no Test Period has passed, as of the last four quarters ended), in each case, as if such Ratio-Based Incremental Facility (and Revolving Credit Loans in an amount equal to the full amount of any such Revolving Commitment Increase) had been outstanding on the last day of such four quarter period, shall not exceed 2.75 to 1.00. The Incremental Term Loans (a) shall rank pari passu in right of payment and of security with the Revolving Credit Loans and the Term Loans, (b) shall not mature earlier than the Maturity Date with respect to the Term B Loans (except in the case of any Term A Loan Increase, which shall mature on the Maturity Date with respect to the Term A Loans), (c) shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of then-existing Term B Loans (except in the case of any Term A Loan Increase, which shall have the same weighted average life to maturity as that of the Term A Loans) and (d) the Applicable Rate for the Incremental Term Loan, and subject to clause (c) above, amortization for the Incremental Term Loans shall be determined by the Borrower and the applicable new Lenders (except that in the case of any Term A Loan Increase, such Applicable Rate and amortization shall be the same as that of the Term A Loans); provided, however, that if any such additional Incremental Term Loans are requested prior to March 30, 2014, (i) the interest rate margins for the Incremental Term Loans shall not be greater than the highest interest rate margins that may, under any circumstances, be payable with respect to Term B Loans plus 50 basis points (unless the interest rate margins applicable to the Term B Loans are increased to the extent necessary to achieve the foregoing), (ii) solely for purposes of the foregoing clause (i), the interest rate margins applicable to any Term Loans or Incremental Term Loans shall be deemed to include all upfront or similar fees or original issue discount payable by the Borrower generally to the Lenders providing such Term Loans or such Incremental Term Loans based on an assumed four-year life to maturity and (iii) if the lowest permissible Eurocurrency Rate is greater than 1.00% or the lowest permissible Base Rate is greater than 2.00% for such Incremental Term Loans, the difference between such “floor” and 1.00%, in the case of Eurocurrency Rate Incremental Term Loans, or 2.00%, in the case of Base Rate Incremental Term Loans, shall be equated to interest rate margin for purposes of clause (i) above; provided that except as provided above, the terms and conditions applicable to Incremental Term Loans may be less than $5,000,000 materially different from those of the Term Loans to the extent such differences are reasonably satisfactory to the Administrative Agent. Each notice from the Borrower pursuant to this Section 2.14 shall set forth the requested amount and proposed terms of the relevant Incremental Term Loans or Revolving Commitment Increases. Incremental Term Loans may be made, and Revolving Commitment Increases may be provided, by any existing Lender (but each existing Lender will not have an obligation to make a portion of any Incremental Term Loan or any portion of any Revolving Commitment Increase) or by any other bank or other financial institution (any such other bank or other financial institution being called an “Additional Lender”), provided that the Administrative Agent, L/C Issuer and/or Swing Line Lender, as applicable, shall have consented (not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Lender’s making such Incremental Term Loans or providing such Revolving Commitment Increases to the extent any such consent would be required under Section 10.07(b) for an assignment of Loans or Revolving Credit Commitments, as applicable, to such Lender or Additional Lender. Commitments in respect of Incremental Term Loans and Revolving Commitment Increases shall become Commitments (or in the case of a Revolving Commitment Increase to be provided by an existing Revolving Credit Lender, an increase in such Lender’s applicable Revolving Credit Commitment) under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Amendment may, without the consent of Borrower, or any other Loan Party, Agents or Lenders, effect such amount represents amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.14. The Borrower will use the proceeds of the Incremental Term Loans and Revolving Commitment Increases for any purpose not prohibited by this Agreement. No Lender shall be obligated to provide any Incremental Term Loans or Revolving Commitment Increases, unless it so agrees. Upon each increase in the Revolving Credit Commitments pursuant to this Section 2.14, (a) if the increase relates to the Revolving Credit Facility, each Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Revolving Commitment Increase (each, a “Revolving Commitment Increase Lender”), and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed (in the case of an increase to the Revolving Credit Facility only), a portion of such Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (i) participations hereunder in Letters of Credit and (ii) participations hereunder in Swing Line Loans held by each Revolving Credit Lender (including each such Revolving Commitment Increase Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment and (b) if, on the remaining availability date of such increase, there are any Revolving Credit Loans under the aggregate principal amount applicable Facility outstanding, such Revolving Credit Loans shall on or prior to the effectiveness of Incremental Facilities set forth abovesuch Revolving Commitment Increase be prepaid from the proceeds of additional Revolving Credit Loans made hereunder (reflecting such increase in Revolving Credit Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.05. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence. This Section 2.14 shall supersede any provisions in Section 2.13 or 10.01 to the contrary.

Incremental Credit Extensions. (a) The Borrowers Borrower may at any time or from time to time on one or more occasions after the Effective Date Closing Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (i) one or more additional Classes tranches of term loans (each, an the “Incremental New Term FacilityLoans”), (ii) one or more additional term loans which may be of the same Facility and Class of as any existing Class of term loans Term Loans (each, an a “Incremental Term Loan Increase”), a separate class of Term Loans (iii) one or more increases in collectively with any Term Loan Increase, the amount of the Revolving Commitments of any Class (each such increase, an “Incremental Revolving Commitment IncreaseNew Term Commitments”) and/or or a new revolving facility to be provided hereunder (iv) one or more additional Classes of Revolving Commitments (the “Additional/Replacement New Revolving Commitments,” and, together with any Incremental New Term Facility, Incremental Term Increase and the Incremental Revolving Commitment IncreasesCommitments, the “Incremental FacilitiesNew Commitments”); provided that (xi) both immediately before and immediately after giving effect to the effectiveness of any Incremental Facility Amendment referred to below (or, in the case of a Permitted Acquisition or permitted Investment, on the date of the execution of (x) the definitive agreement in connection therewith and at the time that (y) any such Incremental Facility is made Commitment in respect of New Term Loans or effectedNew Revolving Commitments), no Event of Default (or, in the case of a Permitted Acquisition, a permitted Investment or the incurrence or provision First Amendment Transactions, no Specified Default) shall exist and (ii) both immediately before and immediately after the effectiveness of any Incremental Facility Amendment referred to below either (A) the condition precedent in connection with a Limited Condition Transaction, no Specified Event of DefaultSection 4.02(a) shall have occurred and be continuing and satisfied (y) in no event shall it be a for this purpose without regard to the exclusion of the applicability of this condition to Borrowings pursuant to Incremental Amendments by operation of the effectiveness oflead-in paragraph of Section 4.02) or (B) with respect to any incurrence of Loans pursuant to an Incremental Amendment the purpose of which is to finance a Permitted Acquisition or permitted Investment or, or borrowing underif the Lenders party to such Incremental Amendment consent, any Incremental Facility that any representation or warranty of any Loan Party set forth herein the Specified Representations shall be true and correctcorrect in all material respects. Each tranche of New Term Loans or New Revolving Commitments shall be in an aggregate principal amount that is not less than C$15,000,000 or US$15,000,000, except and solely to the extent required as applicable (provided that such amount may be less than C$15,000,000 or US$15,000,000 if such lesser amount is approved by the Additional Lenders providing Administrative Agent or such Incremental Facilityamount represents all remaining availability under the limit set forth in the next sentence). Notwithstanding anything to the contrary herein, the aggregate principal amount of the Incremental Facilities that can be incurred at any time shall not exceed the Incremental Cap at such time. Each Incremental Facility shall be in a minimum principal amount of $5,000,000 and integral multiples of $1,000,000 in excess thereof (unless the Borrowers and the Administrative Agent otherwise agree); provided that such amount may be less than $5,000,000 if such amount represents all the remaining availability under New Term Loans or New Revolving Commitments, when added to the aggregate principal amount of any Incremental Facilities set forth aboveEquivalent Debt incurred or issued substantially simultaneously with the incurrence of such New Term Loans or New Revolving Commitments, shall not exceed the Available Incremental Amount at the time of incurrence or issuance thereof.

Incremental Credit Extensions. (a) The Borrowers Parent Borrower may at any time or from time to time on one or more occasions after the Effective Date Closing Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (ia) one or more additional Classes tranches of term loans (eachor, if satisfactory to the Administrative Agent, an increase of an existing tranche of Term Loans (the “Incremental Term FacilityLoans”), (ii) one or more additional term loans of the same Class of any existing Class of term loans (each, an “Incremental Term Increase”), (iiib) one or more increases in the amount of the Dollar Revolving Credit Commitments (each such increase, a “Dollar Revolving Commitment Increase”) or (c) one or more increases in the amount of any Class the Alternative Currency Revolving Credit Commitments (each such increase, an “Incremental Alternative Currency Revolving Commitment Increase”) and/or (iv) one or more additional Classes of Revolving Commitments (the “Additional/Replacement Revolving Commitments,” and, together with any Incremental Term Facility, Incremental Term Increase and the Incremental Dollar Revolving Commitment IncreasesIncrease, the a “Incremental FacilitiesRevolving Commitment Increase”); provided that (xi) after giving effect to upon the effectiveness of any Incremental Facility Amendment referred to below and below, no Default or Event of Default shall exist, (ii) at the time that any such Incremental Facility Term Loan is made or effected(and after giving effect thereto), no Default or Event of Default shall exist and (oriii) upon the effectiveness of any such Incremental Amendment and at the time any such Incremental Term Loan is made (after giving effect thereto), the Parent Borrower shall be in pro forma compliance with the covenant set forth in Section 7.14 for the Test Period then last ended calculated on a pro forma basis for such Incremental Amendment and/or Incremental Term Loan in accordance with Section 1.10 (and a certificate from the Chief Financial Officer of the Parent Borrower demonstrating compliance with such Section calculated in reasonable detail shall be provided to the Administrative Agent). Each tranche of Incremental Term Loans and each Revolving Commitment Increase shall be in an aggregate principal amount that is not less than a Dollar Amount of $100,000,000 (provided that such amount may be less than a Dollar Amount of $100,000,000 if such amount represents all remaining availability under the limit set forth in the case of the incurrence or provision of any Incremental Facility in connection with a Limited Condition Transaction, no Specified Event of Default) shall have occurred and be continuing and (y) in no event shall it be a condition to the effectiveness of, or borrowing under, any Incremental Facility that any representation or warranty of any Loan Party set forth herein be true and correct, except and solely to the extent required by the Additional Lenders providing such Incremental Facilitynext sentence). Notwithstanding anything to the contrary herein, the aggregate principal amount of the Incremental Facilities that can be incurred at any time Term Loans and the Revolving Commitment Increases shall not exceed the sum of (i) $1,500,000,000 (such amount, the “Initial Incremental Cap at Amount”) plus (ii) the excess, if any, of (x) 0.65 times Consolidated EBITDA for the Test Period then last ended prior to the date of determination and calculated on a pro forma basis in accordance with Section 1.10 over (y) the Initial Incremental Amount plus (iii) the aggregate amount of principal of Term Loans prepaid pursuant to Sections 2.05(b)(i) and (iii) since the Closing Date that have not been refinanced with Indebtedness under this Agreement. The Incremental Term Loans (a) shall rank pari passu in right of payment and of security with the Revolving Credit Loans and the Term Loans, (b) shall not mature earlier than the Maturity Date with respect to the Tranche B Term Loans (or the Tranche A Term Loans in the case of any increase of the Tranche A Term Loans) and (c) shall be treated substantially the same as the Tranche B Term Loans (in each case, including with respect to mandatory and voluntary prepayments), provided that (i) the terms and conditions applicable to Incremental Term Loans may be materially different from those of the Term Loans to the extent such timedifferences (other than interest rates and amortization schedule) are reasonably acceptable to the Administrative Agent and (ii) the interest rates and amortization schedule applicable to the Incremental Term Loans shall be determined by the Parent Borrower and the lenders thereof; provided that the Incremental Term Loans shall not have a Weighted Average Life to Maturity shorter than that of the Tranche B Term Loans (except by virtue of amortization or prepayment of the Term Loans prior to the time of such incurrence). Each notice from the Parent Borrower pursuant to this Section shall set forth the requested amount and proposed terms of the relevant Incremental Facility Term Loans or Revolving Commitment Increases. Incremental Term Loans may be made, and Revolving Commitment Increases may be provided, by any existing Lender (it being understood that no existing Term Lender will have an obligation to make a portion of any Incremental Term Loan and no existing Revolving Credit Lender will have an obligation to provide a portion of any Revolving Commitment Increase), in each case on terms permitted in this Section 2.14 and otherwise on terms reasonably acceptable to the Administrative Agent, or by any other lender (any such other lender being called an “Additional Lender”), provided that the Administrative Agent shall have consented (such consent not to be unreasonably withheld) to such Lender’s or Additional Lender’s making such Incremental Term Loans or providing such Revolving Commitment Increases if such consent would be required under Section 10.07(b) for an assignment of Loans or Revolving Credit Commitments, as applicable, to such Lender or Additional Lender. Commitments in respect of Incremental Term Loans and Revolving Commitment Increases shall become Commitments (or in the case of a minimum principal amount of $5,000,000 and integral multiples of $1,000,000 Revolving Commitment Increase to be provided by an existing Revolving Credit Lender, an increase in excess thereof such Lender’s applicable Revolving Credit Commitment) under this Agreement pursuant to an amendment (unless an “Incremental Amendment”) to this Agreement and, as appropriate, the Borrowers other Loan Documents (including, without limitation, an accession by each Additional Lender to the Loss Sharing Agreement), executed by the Parent Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Amendment may, without the consent of any other Lenders or Loan Parties, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent otherwise and the Parent Borrower, to effect the provisions of this Section. The effectiveness of (and, in the case of any Incremental Amendment for an Incremental Term Loan, the borrowing under) any Incremental Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 (it being understood that all references to “the date of such Credit Extension” or similar language in such Section 4.02 shall be deemed to refer to the effective date of such Incremental Amendment) and such other conditions as the parties thereto shall agree). The Parent Borrower shall use the proceeds of the Incremental Term Loans and Revolving Commitment Increases for any purpose not prohibited by this Agreement; provided that (i) to the extent the proceeds of Incremental Term Loans and Revolving Commitment Increases are being used to refinance Retained Existing Notes, such amount may be less refinancing occurs no earlier than $5,000,000 if the final maturity date of such amount represents all the remaining availability under the aggregate principal Retained Existing Notes, and (ii) any amount of Incremental Facilities set forth aboveTerm Loans in excess of the Initial Incremental Amount may only be used to refinance Existing Notes on their final maturity date. Upon each increase in (A) the Dollar Revolving Credit Commitments pursuant to this Section 2.14, (x) each Dollar Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Dollar Revolving Commitment Increase (each a “Dollar Revolving Commitment Increase Lender”), and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of such Dollar Revolving Credit Lender’s participations hereunder in outstanding Dollar Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (i) participations hereunder in Dollar Letters of Credit and (ii) participations hereunder in Swing Line Loans held by each Dollar Revolving Credit Lender (including each such Dollar Revolving Commitment Increase Lender) will equal the percentage of the aggregate Dollar Revolving Credit Commitments of all Dollar Revolving Credit Lenders represented by such Dollar Revolving Credit Lender’s Revolving Credit Commitment and (y) if, on the date of such increase, there are any Dollar Revolving Credit Loans outstanding, such Dollar Revolving Credit Loans shall on or prior to the effectiveness of such Dollar Revolving Commitment Increase be prepaid from the proceeds of additional Dollar Revolving Credit Loans made hereunder (reflecting such increase in Dollar Revolving Credit Commitments), which prepayment shall be accompanied by accrued interest on the Dollar Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.05 and (B) the Alternative Currency Revolving Credit Commitments pursuant to this Section 2.14, (x) each Alternative Currency Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Alternative Currency Revolving Commitment Increase (each an “Alternative Currency Revolving Commitment Increase Lender” and, together with each Dollar Revolving Commitment Increase Lender, the “Revolving Commitment Increase Lenders”), and each such Alternative Currency Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of such Alternative Currency Revolving Credit Lender’s participations hereunder in outstanding Alternative Currency Letters of Credit such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding participations hereunder in Alternative Currency Letters of Credit held by each Alternative Currency Revolving Credit Lender (including each such Alternative Currency Revolving Commitment Increase Lender) will equal the percentage of the aggregate Alternative Currency Revolving Credit Commitments of all Alternative Currency Revolving Credit Lenders represented by such Alternative Currency Revolving Credit Lender’s Revolving Credit Commitment and (y) if, on the date of such increase, there are any Alternative Currency Revolving Credit Loans outstanding, such Alternative Currency Revolving Credit Loans shall on or prior to the effectiveness of such Alternative Currency Revolving Commitment Increase be prepaid from the proceeds of additional Alternative Currency Revolving Credit Loans made hereunder (reflecting such increase in Alternative Currency Revolving Credit Commitments), which prepayment shall be accompanied by accrued interest on the Alternative Currency Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.05. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence.

Incremental Credit Extensions. (a) The Borrowers may at At any time or and from time to time on one time, subject to the terms and conditions set forth herein, the Borrower may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request to increase the amount of Term B Loans of any Class or more occasions after the Effective Date request (i) add one or more additional Classes tranches of term loans (eachany such Term B Loans or additional tranche of term loans, an the “Incremental Term FacilityLoans”), (ii) one or more additional term loans of the same Class of any existing Class of term loans (each, an “Incremental Term Increase”), (iii) and/or one or more increases in the Revolving Credit Commitments under any Revolving Credit Facility (in an aggregate principal amount of not to exceed $35,000,000 for all such increases) (each, a “Revolving Credit Commitment Increase” and collectively, the Revolving Commitments of any Class (each such increase, an “Incremental Revolving Commitment IncreaseCredit Commitments”) and/or (iv) one or more additional Classes of Revolving Commitments (the “Additional/Replacement Revolving Commitments,” and, ; together with any the Incremental Term Facility, Incremental Term Increase and the Incremental Revolving Commitment IncreasesLoans, the “Incremental Facilities”); provided that (x) after giving effect to any Incremental Facility Amendment referred to below and at the time that any such Incremental Facility is made or effected, no Event of Default (or, in the case of the incurrence or provision of any Incremental Facility in connection with a Limited Condition Transaction, no Specified Event of Default) shall have occurred and be continuing and (y) in no event shall it be a condition to the effectiveness of, or borrowing under, any Incremental Facility that any representation or warranty of any Loan Party set forth herein be true and correct, except and solely to the extent required by the Additional Lenders providing such Incremental Facility. Notwithstanding anything to the contrary herein, the aggregate Dollar Equivalent amount of all Incremental Facilities (other than Refinancing Term Loans and Refinancing Revolving Credit Commitments) (determined at the time of incurrence), together with the aggregate principal amount of the all Incremental Facilities that can be incurred at any time Equivalent Debt, shall not exceed the Incremental Cap at such timeCap. Each Incremental Facility shall be in a minimum principal amount of $5,000,000 and an integral multiples multiple of $1,000,000 and be in excess thereof (unless the Borrowers and the Administrative Agent otherwise agree); an aggregate principal amount that is not less than $5,000,000 in case of Incremental Term Loans or $5,000,000 in case of Incremental Revolving Credit Commitments, provided that such amount may be less than $5,000,000 the applicable minimum amount if such amount represents all the remaining availability under the aggregate principal amount of Incremental Facilities hereunder as set forth above. Each Incremental Facility shall have the same guarantees as (and shall not be guaranteed by any Person that is not otherwise a Guarantor), and to the extent secured, shall be secured by only the same Collateral securing, all of the other Loan Obligations under this Agreement (provided that, in the case of any Incremental Facility that is funded into Escrow, such Incremental Facility may be secured by the applicable funds and related assets held in Escrow (and the proceeds thereof) until such Incremental Facility is released from Escrow).

Incremental Credit Extensions. (a) The Borrowers Company may at any time or from time to time on one or more occasions after the Effective Date Closing Date, by notice to the Administrative Agent, request (i) one or more additional Classes the establishment of term loans (each, an “Incremental Term Facility”), Loan Commitments and/or (ii) one or more additional term loans of the same Class of any existing Class of term loans (each, an “Incremental Term Increase”), (iii) one or more increases in the amount of during the Revolving Commitments Credit Commitment Period, the establishment of any Class (each such increase, an “Incremental Revolving Commitment Increase”) and/or (iv) one or more additional Classes of Revolving Commitments (the “Additional/Replacement Revolving Credit Commitments,” and, together with any Incremental Term Facility, Incremental Term Increase and the Incremental Revolving Commitment Increases, the “Incremental Facilities”); provided that (A) at the time of such request, no Default or Event of Default shall exist and (B) all fees and expenses owing in respect of such Incremental Facility shall have been paid to the Administrative Agent. The aggregate amount of the Incremental Commitments established under this Section 2.22 together with the aggregate original principal amount of all Alternative Incremental Indebtedness incurred under Section 7.02(o) on any date shall not exceed an amount equal to the sum of (x) $100,000,000 plus (y) an additional amount such that, immediately after giving effect to the effectiveness of the applicable Incremental Amendment effectuating such Incremental Term Loans and/or Incremental Revolving Credit Commitments, the First Lien Leverage Ratio shall not exceed 3.00 to 1.00, determined on a pro forma basis (excluding the cash proceeds of such incurrence and assuming that any Incremental Facility Amendment referred Term Loans, Incremental Revolving Credit Commitments and Alternative Incremental Indebtedness are secured by a Lien on the assets of the Borrower, whether or not so secured) as of the last day of the most recent fiscal quarter for which financial statements are required to below and at the time that any have been delivered hereunder, in each case, as if such Incremental Facility is made Term Loans or effectedIncremental Revolving Credit Commitments, no Event of Default (oras applicable, had been outstanding, and in the case of the incurrence or provision of any Incremental Facility in connection with a Limited Condition TransactionRevolving Credit Commitment, no Specified Event fully drawn, on the last day of Default) shall have occurred and be continuing and (y) in no event shall it be a condition to the effectiveness of, or borrowing under, any Incremental Facility that any representation or warranty of any Loan Party set forth herein be true and correct, except and solely to the extent required by the Additional Lenders providing such Incremental Facility. Notwithstanding anything to the contrary herein, the aggregate principal amount of the Incremental Facilities that can be incurred at any time shall not exceed the Incremental Cap at such time. Each Incremental Facility shall be in a minimum principal amount of $5,000,000 and integral multiples of $1,000,000 in excess thereof (unless the Borrowers and the Administrative Agent otherwise agree); provided that such amount may be less than $5,000,000 if such amount represents all the remaining availability under the aggregate principal amount of Incremental Facilities set forth abovefiscal quarter for testing compliance therewith.

Incremental Credit Extensions. (a) The Borrowers may Borrower Representative may, at any time or from time to time time, on one or more occasions after deliver a written request to Administrative Agent (whereupon the Effective Date request Administrative Agent shall promptly deliver a copy to each of the Lenders) to (i) add one or more additional Classes new tranches of term facilities and/or increase the principal amount of the Term Loans by requesting new term loans commitments to be added to such Loans (eachany such new tranche or increase, an “Incremental Term Facility” and any loans made pursuant to an Incremental Term Facility, “Incremental Term Loans”), ) and/or (ii) one or more additional term loans of increase the same Class of any existing Class of term loans (each, an “Incremental Term Increase”), (iii) one or more increases in the amount of the Total Revolving Commitments of any Class Credit Commitment (each such increase, an “Incremental Revolving Commitment Increase” and, 84 together with any Incremental Term Facility, “Incremental Facilities”) and/or (iv) one or more additional Classes of ; and the loans thereunder, “Incremental Revolving Commitments (the “Additional/Replacement Revolving Commitments,Loans” and, together with any Incremental Term FacilityLoans, Incremental Term Increase and the Incremental Revolving Commitment Increases, the “Incremental FacilitiesLoans”); provided that ) in an aggregate principal amount not to exceed (x) after giving effect to any $30,000,000 less the aggregate principal amount of all Incremental Facility Amendment referred to below and at the time that any such Incremental Facility is made or effectedEquivalent Debt, no Event of Default plus (ory) an unlimited amount so long as, in the case of this clause (y), after giving effect to such Incremental Facility, the incurrence Secured Leverage Ratio and the Total Leverage Ratio calculated on a Pro Forma Basis as of the last day of the most recently ended Test Period for which financial statements have been delivered pursuant to Section 5.01 (but excluding the Cash proceeds to the Borrowers of such Incremental Loans or provision of any Incremental Equivalent Debt) would not exceed 3.75 to 1.00 and 4.90 to 1.00, respectively (it being understood that for purposes of clause (y) of this Section 2.21(a), (A) any Incremental Loans and any Incremental Equivalent Debt (including any Replacement Term Loans, any loans under any Replacement Revolving Facility or any other Refinancing Indebtedness in connection with a Limited Condition Transaction, no Specified Event of Defaultrespect thereof) shall have occurred be deemed to be Consolidated Secured Debt, whether or not satisfying the requirements thereof and (B) any Incremental Revolving Commitment Increase shall be continuing deemed to be fully drawn) (the amounts described in clauses (x) and (y) in no event shall it be a condition to above, the effectiveness of“Incremental Cap”), specifying the amount requested and the Borrower or borrowing under, any Incremental Facility that any representation or warranty of any Loan Party set forth herein be true and correct, except and solely to the extent required by the Additional Lenders providing Borrowers for such Incremental Facility. Notwithstanding anything to the contrary herein, the aggregate principal amount of the Incremental Facilities that can be incurred at any time shall not exceed the Incremental Cap at such time. Each Incremental Facility shall be in a minimum principal amount of $5,000,000 and integral multiples of $1,000,000 in excess thereof (unless the Borrowers and the Administrative Agent otherwise agree); provided that such amount may be less than $5,000,000 if such amount represents all the remaining availability under the aggregate principal amount of Incremental Facilities set forth above.that:

Incremental Credit Extensions. (a) The Borrowers may at (i) At any time or and from time to time on after the Closing Date, subject to the terms and conditions set forth herein, the Borrower may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly make available such notice to each of the Lenders), request to effect one or more occasions after the Effective Date request revolving credit facility tranches (i) one or more additional Classes of term loans (each, an “Incremental Term Facility”), (ii) one or more additional term loans increase of the same Class of any existing Class of term loans commitments thereunder) (each, an “Incremental Term Increase”), (iii) one or more increases in the amount of the Revolving Commitments of any Class (each such increase, an “Incremental Revolving Commitment IncreaseFacilities”) and/or (iv) one or more additional Classes of from Additional Revolving Commitments (the “Additional/Replacement Revolving Commitments,” and, together with any Incremental Term Facility, Incremental Term Increase and the Incremental Revolving Commitment Increases, the “Incremental Facilities”)Lenders; provided that (x) after giving effect to any Incremental Facility Amendment referred to below and at the time that any of each such request and upon the effectiveness of each Incremental Revolving Facility is made or effectedAmendment, (A) no Event of Default (or, in the case of the incurrence or provision of any Incremental Facility in connection with a Limited Condition Transaction, no Specified Event of Default) shall have occurred and be continuing or shall result therefrom, (B) the Borrower shall be in compliance on a Pro Forma Basis with the covenants contained in Sections 6.12 and 6.13 recomputed as of the last day of the most-recently ended Test Period for which financial statements are available (calculated assuming that such Incremental Revolving Facility is fully drawn), (C) the Borrower shall have delivered a certificate of a Financial Officer to the effect set forth in clauses (A) and (yB) in no event shall it be a condition above, together with reasonably detailed calculations demonstrating compliance with clause (B) above (which calculations shall, if made as of the last day of any fiscal quarter of the Borrower for which the Borrower has not delivered to the effectiveness ofAdministrative Agent the financial statements and Compliance Certificate required to be delivered by Section 5.01(a) or (b) and Section 5.01(d), or borrowing underrespectively, be accompanied by a reasonably detailed calculation of Consolidated EBITDA and Consolidated Interest Expense for the relevant period), (D) such Incremental Revolving Facility may be secured on a pari passu basis with the Loans, (E) the interest rate margins, rate floors, fees, premiums and maturity applicable to any Incremental Revolving Facility shall be determined by the Borrower and the lenders thereunder, (F) any Incremental Revolving Facility Amendment shall be on the terms and pursuant to documentation to be determined by the Borrower and the Additional Revolving Lenders providing the applicable Incremental Revolving Facilities and (G) any Incremental Revolving Facility may be provided in any currency as mutually agreed among the Administrative Agent, the Borrower and the Additional Revolving Lenders; provided that any representation or warranty of any Loan Party set forth herein be true and correct, except and solely to the extent required by the Additional Lenders providing such Incremental Facility. Notwithstanding anything terms and documentation are not consistent with this Agreement (except to the contrary hereinextent permitted by clause (E) or (G) above), they shall be reasonably satisfactory to the aggregate principal amount of the Incremental Facilities that can be incurred at any time shall not exceed the Incremental Cap at such timeAdministrative Agent. Each Incremental Revolving Facility shall be in a minimum principal amount of $5,000,000 10,000,000 and integral multiples of $1,000,000 in excess thereof (unless the Borrowers and the Administrative Agent otherwise agree)thereof; provided that such amount may be less than $5,000,000 10,000,000 if such amount represents all the remaining availability under the aggregate principal amount of Incremental Facilities set forth aboveCap.

Incremental Credit Extensions. (a) The Borrowers Borrower may at any time or from time to time on one or more occasions after the Effective Date Date, by written notice delivered to the Term Administrative Agent request (i) one or more additional Classes of term loans (each, an “Incremental Term Facility”), (ii) one or more additional term loans of the same Class of any existing Class of term loans (each, an “Incremental Term Increase”), (iii) one or more increases in tranches of cash-flow revolving credit facilities (the amount first of such tranches, the “Initial Incremental Revolving Commitments of any Class (Facility” and, together with each such increasetranche thereafter, an the “Incremental Revolving Commitment IncreaseFacilities”) and/or or (iv) one or more additional Classes increases in the amount of any existing Class of Incremental Revolving Commitments Loans (the each, an “Additional/Replacement Incremental Revolving Commitments,” andIncrease”, and together with any Incremental Term Facility, Incremental Term Increase and the Incremental Revolving Commitment IncreasesFacilities, the “Incremental Facilities”); provided that (x) that, after giving effect to any Incremental Facility Amendment referred to below and at the time that any such Incremental Facility Term Loan or Incremental Revolving Loan is made or effected, no Event of Default (orexcept, in the case of the incurrence or provision of any Incremental Facility in connection with a Limited Condition Transaction, no Specified Event Permitted Acquisition or other Investment not prohibited by the terms of Defaultthis Agreement) shall have occurred and be continuing and (y) in no event shall it be a condition to the effectiveness of, or borrowing under, any Incremental Facility that any representation or warranty of any Loan Party set forth herein be true and correct, except and solely to the extent required by the Additional Lenders providing such Incremental Facilitycontinuing. Notwithstanding anything to the contrary herein, the aggregate principal amount of the Incremental Facilities that can be incurred at any time shall not exceed the Incremental Cap at such time. Each Incremental Facility shall be in a minimum principal amount of $5,000,000 10,000,000 and integral multiples of $1,000,000 in excess thereof if such Incremental Facilities are denominated in dollars (unless the Borrowers Borrower and the Term Administrative Agent otherwise agree); provided that such amount may be less than $5,000,000 10,000,000 if such amount represents all the remaining availability under the aggregate principal amount of Incremental Facilities set forth above.

Incremental Credit Extensions. (a) The Borrowers Borrower may at any time or from time to time on one or more occasions after the Effective Date Closing Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (ia) one or more additional Classes or additions to an existing Class of term loans Term Loans (eachthe “Incremental Term Loans” and any such Class, an “Incremental Term FacilitySeries”), ) or (ii) one or more additional term loans of the same Class of any existing Class of term loans (each, an “Incremental Term Increase”), (iiib) one or more increases in the amount of the Tranche 4 Revolving Credit Commitments of any Class on the same terms as the Tranche 4 Revolving Credit Facility (each such increase, an except for interest rate margins and commitment fees) (a “Incremental Revolving Commitment Increase”) and/or (iv) one or more additional Classes of Revolving Commitments (the “Additional/Replacement Revolving Commitments,” and, together with any Incremental Term Facility, Incremental Term Increase and the Incremental Revolving Commitment Increases, the “Incremental Facilities”); provided that (x) after giving effect to both at the time of any such request and upon the effectiveness of any Incremental Facility Amendment referred to below below, no Event of Default shall exist and at the time that any such Incremental Facility Term Loan is made or effected, (and after giving effect thereto) no Event of Default shall exist. Each tranche of Incremental Term Loans and each Revolving Commitment Increase shall be in an aggregate principal amount that is not less than $25,000,000 and shall be in an increment of $1,000,000 (or, provided that such amount may be less than $25,000,000 if such amount represents all remaining availability under the limit set forth in the case of the incurrence or provision of any Incremental Facility in connection with a Limited Condition Transaction, no Specified Event of Default) shall have occurred and be continuing and (y) in no event shall it be a condition to the effectiveness of, or borrowing under, any Incremental Facility that any representation or warranty of any Loan Party set forth herein be true and correct, except and solely to the extent required by the Additional Lenders providing such Incremental Facilitynext sentence). Notwithstanding anything to the contrary herein, the aggregate principal amount of the Incremental Facilities that can be incurred at any time Term Loans and the Revolving Commitment Increases, when aggregated with the amount of Permitted Notes issued in reliance on Section 7.03(s)(i) and Section 7.03(s)(ii)(x), shall not exceed (x) $350,000,000 (the “Initial Incremental Amount”) plus (y) the Borrower may incur additional Incremental Term Loans and/or Revolving Commitment Increases (a “Ratio-Based Incremental Facility”) so long as the Borrower’s First Lien Secured Leverage Ratio, determined on a Pro Forma Basis as of the last day of the most recently ended Test Period for which financial statements were required to have been delivered pursuant to Section 6.01(a) or (b), as applicable (or, if no Test Period has passed, as of the last four quarters ended), in each case, as if such Ratio-Based Incremental Facility (and Revolving Credit Loans in an amount equal to the full amount of any such Revolving Commitment Increase) had been outstanding on the last day of such four quarter period, shall not exceed 3.50 to 1.00. The Incremental Term Loans (a) shall rank pari passu or junior in right of payment and of security with the Revolving Credit Loans and the Term Loans; provided that any Incremental Term Loans ranking junior in right of payment and security shall be deemed to rank pari passu in right of payment and of security with the Revolving Credit Loans and the Term Loans for purposes of calculating the First Lien Secured Leverage Ratio with respect to any incurrence of a Ratio-Based Incremental Facility, (b) shall not mature earlier than the Maturity Date with respect to the Term B-5 Loans, (c) shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of then-existing Term B-5 Loans and (d) the Applicable Rate for the Incremental Cap at Term Loan, and subject to clause (c) above, amortization for the Incremental Term Loans shall be determined by the Borrower and the applicable new Lenders; provided, however, that if any such timeadditional Incremental Term Loans are requested after the Amendment No. 9 Effective Date, (i) then if the interest rate margins for any Incremental Term Loan is more than 50 basis points per annum greater than the applicable interest rate margin under the Term B-5 Loans, then the applicable interest rate margin under the Term B-5 Loans shall be adjusted so that the interest rate margins relating to the Term B-5 Loans is not less than the applicable interest rate margin to such Incremental Term Loans by more than 00 xxxxx xxxxxx, (xx) solely for purposes of the foregoing clause (i), the interest rate margins applicable to any Term Loans or Incremental Term Loans shall be deemed to include all upfront or similar fees or original issue discount payable by the Borrower generally to the Lenders providing such Term Loans or such Incremental Term Loans based on an assumed four-year life to maturity (but excluding arrangement fees, structuring fees, incentive fees, commitment fees, underwriting fees or other fees payable to any lead arranger (or its affiliates) in connection with the commitment or syndication of such Indebtedness) and (iii) if the lowest permissible Eurocurrency Rate is greater than 0.75% or the lowest permissible Base Rate is greater than 1.75% for such Incremental Term Loans, the difference between such “floor” and 0.75%, in the case of Eurocurrency Rate Incremental Term Loans, or 1.75%, in the case of Base Rate Incremental Term Loans, shall be equated to interest rate margin for purposes of clause (i) above; provided that except as provided above, the terms and conditions applicable to Incremental Term Loans may be materially different from those of the Term Loans to the extent such differences are reasonably satisfactory to the Administrative Agent. Each notice from the Borrower pursuant to this Section 2.14 shall set forth the requested amount and proposed terms of the relevant Incremental Facility Term Loans or Revolving Commitment Increases. Incremental Term Loans may be made, and Revolving Commitment Increases may be provided, by any existing Lender (but each existing Lender will not have an obligation to make a portion of any Incremental Term Loan or any portion of any Revolving Commitment Increase) or by any other bank or other financial institution (any such other bank or other financial institution being called an “Additional Lender”), provided that the Administrative Agent, L/C Issuer and/or Swing Line Lender, as applicable, shall have consented (not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Lender’s making such Incremental Term Loans or providing such Revolving Commitment Increases to the extent any such consent would be required under Section 10.07(b) for an assignment of Loans or Revolving Credit Commitments, as applicable, to such Lender or Additional Lender. Commitments in respect of Incremental Term Loans and Revolving Commitment Increases shall become Commitments (or in the case of a minimum principal amount of $5,000,000 and integral multiples of $1,000,000 Revolving Commitment Increase to be provided by an existing Revolving Credit Lender, an increase in excess thereof such Lender’s applicable Revolving Credit Commitment) under this Agreement pursuant to an amendment (unless an “Incremental Amendment”) to this Agreement and, as appropriate, the Borrowers other Loan Documents, executed by the Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent otherwise agree); provided that Agent. The Incremental Amendment may, without the consent of Borrower, or any other Loan Party, Agents or Lenders, effect such amount amendments to this Agreement and the other Loan Documents as may be less than $5,000,000 necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.14. The Borrower will use the proceeds of the Incremental Term Loans and Revolving Commitment Increases for any purpose not prohibited by this Agreement. No Lender shall be obligated to provide any Incremental Term Loans or Revolving Commitment Increases, unless it so agrees. Upon each increase in the Revolving Credit Commitments pursuant to this Section 2.14, (a) if the increase relates to the Revolving Credit Facility, each Revolving Credit Lender immediately prior to such amount represents increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Revolving Commitment Increase (each, a “Revolving Commitment Increase Lender”), and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed (in the case of an increase to the Revolving Credit Facility only), a portion of such Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (i) participations hereunder in Letters of Credit and (ii) participations hereunder in Swing Line Loans held by each Revolving Credit Lender (including each such Revolving Commitment Increase Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment and (b) if, on the remaining availability date of such increase, there are any Revolving Credit Loans under the aggregate principal amount applicable Facility outstanding, such Revolving Credit Loans shall on or prior to the effectiveness of Incremental Facilities set forth abovesuch Revolving Commitment Increase be prepaid from the proceeds of additional Revolving Credit Loans made hereunder (reflecting such increase in Revolving Credit Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.05. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence.

Incremental Credit Extensions. (a) The Borrowers Borrower may at any time or from time to time on one or more occasions after the Effective Date Date, by written notice delivered to the First Lien Administrative Agent, request (i) one or more additional Classes of term loans (each, an each a “First Lien Incremental Term Facility”), (ii) one or more additional term loans of the same Class of any existing Class of term loans (each, each an “First Lien Incremental Term Increase”), (iii) one or more increases in the amount of the Revolving Commitments of any Class (each such increase, an “Incremental Revolving Commitment Increase”) and/or (iv) one or more additional Classes of Revolving Commitments (the “Additional/Replacement Revolving Commitments,” and, together with any First Lien Incremental Term Facility, First Lien Incremental Term Increase and the Incremental Revolving Commitment Increases, the “First Lien Incremental Facilities” and any Loans thereunder, the “Incremental Loans”); provided that (x) that, after giving effect to the effectiveness of any Incremental Facility Amendment referred to below and at the time that any such First Lien Incremental Facility is made or effected, (i) no Event of Default (orexcept, in the case of the incurrence or provision of any First Lien Incremental Facility in connection with a Limited Condition TransactionPermitted Acquisition or other Investment not prohibited by the terms of this Agreement, no Specified Event of Default) shall have occurred and be continuing and (yii) the Borrower shall be in no event shall it be a condition to Pro Forma Compliance with the effectiveness of, or borrowing under, Financial Performance Covenant for the Test Period then last ended (regardless of whether such Financial Performance Covenant is applicable at such time and without deducting in calculating the numerator of such Senior Secured First Lien Net Leverage Ratio any Incremental Facility that any representation or warranty of any Loan Party set forth herein be true and correct, except and solely to the extent required by the Additional Lenders providing such Incremental Facilitycash proceeds thereof). Notwithstanding anything to the contrary herein, the aggregate principal amount of the First Lien Incremental Facilities that can be incurred at any time shall not exceed the Incremental Cap at such time. Each First Lien Incremental Facility shall be in a minimum principal amount of $5,000,000 and integral multiples of $1,000,000 in excess thereof if such Incremental Facilities are denominated in Dollars (unless the Borrowers Borrower and the First Lien Administrative Agent otherwise agree); provided that such amount may be less than $5,000,000 if and to the extent such amount represents all the remaining availability under the aggregate principal amount of First Lien Incremental Facilities set forth above.

Incremental Credit Extensions. (a) The Borrowers may Borrower Agent may, at any time or from time time, deliver a written request to time on one or more occasions after Administrative Agent (whereupon the Effective Date request (i) one or more additional Classes of term loans (each, an “Incremental Term Facility”), (ii) one or more additional term loans Administrative Agent shall promptly deliver a copy to each of the same Class Lenders) to increase the aggregate ABL Revolving Commitments in an aggregate principal amount of any existing Class of term loans (eachup to $200,000,000, an “Incremental Term Increase”), (iii) one or more increases in specifying the amount of the Revolving Commitments of any Class requested (each such increase, an a “Incremental Revolving Commitment Increase”) and/or (iv) one or more additional Classes of Revolving Commitments (the “Additional/Replacement Revolving Commitments,” and, together with any Incremental Term Facility, Incremental Term Increase and the Incremental Revolving Commitment Increases, the “Incremental Facilities”); provided that (xi) after giving effect such request shall be for an increase of not less than $10,000,000, (ii) except as otherwise specifically agreed by any Lender prior to the Closing Date, or separately agreed from time to time between the Borrower Agent and any Incremental Facility Amendment referred to below and at the time that any such Incremental Facility is made or effectedLender, no Event Lender shall be obligated to provide such increase in its Commitment and the determination to increase the Commitment of Default a Lender shall be within the sole and absolute discretion of such Lender, (or, in iii) no Commitment Increase shall require the case of the incurrence or provision approval of any Incremental Facility in connection with a Limited Condition Transactionexisting Lender other than the existing Lender (if any) providing all or part of such increase, no Specified Event of Default(iv) shall have occurred and such Commitment Increase will be continuing and (y) in no event shall it be a condition on terms identical to those applicable to the effectiveness of, ABL Revolving Facility or borrowing under, any Incremental Facility that any representation or warranty of any Loan Party set forth herein be true and correct, except and solely otherwise reasonably acceptable to the extent required by the Additional Lenders providing such Incremental Facility. Notwithstanding anything to the contrary herein, the aggregate principal amount of the Incremental Facilities that can be incurred at any time shall not exceed the Incremental Cap at such time. Each Incremental Facility shall be in a minimum principal amount of $5,000,000 and integral multiples of $1,000,000 in excess thereof (unless the Borrowers and the Administrative Agent otherwise agree(other than any terms which are applicable only after the then-existing Maturity Date and other than as set forth under clause (v)) and (v) the interest rate applicable to any Commitment Increase will be determined by the Borrower Agent and the lenders providing such Commitment Increase; provided that such amount may interest rate will not be less higher than $5,000,000 the corresponding interest rate applicable to the existing ABL Revolving Facility unless the interest rate margin with respect to the existing ABL Revolving Facility is adjusted to be equal to the interest rate with respect to the relevant Commitment Increase; provided, further, that in determining the applicable interest rate: (w) upfront fees paid by the Borrowers in connection with such Commitment Increase (based on a four year average life to maturity or lesser remaining life to maturity), shall be included, (x) any amendments to the Applicable Rate that became effective subsequent to the Closing Date but prior to the time of the addition of such Commitment Increase shall be included, (y) arrangement, commitment, structuring and underwriting fees and any amendment fees paid or payable to the Arrangers (or their Affiliates) in their respective capacities as such in connection with the ABL Revolving Facility or to one or more arrangers (or their affiliates) in their capacities as such applicable to such Commitment Increase shall be excluded and (z) if such Commitment Increase includes any interest rate floor greater than that applicable to the ABL Revolving Facility, and such floor is applicable to the ABL Revolving Facility on the date of determination, such excess amount represents all shall be equated to interest margin for determining the remaining availability under the aggregate principal amount of Incremental Facilities set forth aboveincrease.

Incremental Credit Extensions. (a) The Borrowers may at At any time or and from time to time on time, subject to the terms and conditions set forth herein, the Borrower may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request to add one or more occasions after tranches of term A loans (the Effective Date request “Incremental Term A Loans”) or term B loans (i) the “Incremental Term B Loans” and, together with the Incremental Term A Loans, the “Incremental Term Loans”), one or more increases in any Class of Term Loans or Incremental Term Loans (the “Incremental Term Loan Increases”), one or more additional Classes of term loans revolving credit facility tranches (each, an the “Incremental Term FacilityRevolving Facilities”), (ii) one or more additional term loans of the same Class of any existing Class of term loans (each, an “Incremental Term Increase”), (iii) one or more increases in the amount of the Revolving Commitments of any Class (each such increase, an “Incremental Revolving Commitment Increase”) and/or (iv) one or more additional Classes of Revolving Credit Commitments (the “Additional/Replacement Incremental Revolving Commitments,” and, ”; together with any the Incremental Term FacilityLoans, the Incremental Term Increase Loan Increases and the Incremental Revolving Commitment IncreasesFacilities, the “Incremental Facilities”); provided that (xi) at the time of each such request and upon the effectiveness of each Incremental Facility Amendment, no Default has occurred and is continuing or shall result therefrom, (ii) after giving Pro Forma Effect thereto (assuming that any such Incremental Revolving Facilities or Incremental Revolving Commitments are drawn in full and excluding the cash proceeds of such Incremental Facility) and after giving effect to any Incremental Facility Amendment referred to below Specified Transaction consummated in connection therewith, the Nexstar Borrower is in compliance (on a Pro Forma Basis) with the Consolidated First Lien Net Leverage Ratio and at the time that any Consolidated Total Net Leverage Ratio Financial Covenants as of the end of the most recent Test Period (as if the incurrence of such Incremental Facility is made or effected, no Event had occurred on the first day of Default (or, in the case of the incurrence or provision of any Incremental Facility in connection with a Limited Condition Transaction, no Specified Event of Defaultsuch Test Period) shall have occurred and be continuing and (yiii) in no event shall it be a condition to the effectiveness of, or borrowing under, any Incremental Facility that any representation or warranty sum of any Loan Party set forth herein be true and correct, except and solely to the extent required by the Additional Lenders providing such Incremental Facility. Notwithstanding anything to the contrary herein, (A) the aggregate principal amount of the Revolving Credit Commitment, (B) the aggregate amount of the Nexstar Revolving Credit Commitment, (C) all Incremental Facilities that can be incurred at any time consisting of Incremental Revolving Commitments and Incremental Term A Loans, and (D) Nexstar Incremental Facilities consisting of Nexstar Incremental Revolving Commitments and Nexstar Incremental Term A Loans, shall not exceed the Incremental Cap at such time. Each Incremental Facility shall be in a minimum principal amount of $5,000,000 and integral multiples of $1,000,000 in excess thereof (unless the Borrowers and the Administrative Agent otherwise agree); provided that such amount may be less than $5,000,000 if such amount represents all the remaining availability under the aggregate principal amount of Incremental Facilities set forth above350,000,000.

Incremental Credit Extensions. (a) The Borrowers Borrower may at any time or from time to time after the Closing Date (on one or more occasions after occasions), by notice to the Effective Date Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), without having to seek consent from the Lenders, request (ia) one or more increases of the Tranche B Term Loans or one or more additional Classes tranches of term loans (each, an the “Incremental Tranche B Term FacilityLoans”), (ii) one or more additional term loans of the same Class of any existing Class of term loans (each, an “Incremental Term Increase”), (iiib) one or more increases in the amount of the Revolving Commitments of any Class (each such increase, an a “Incremental Revolving Commitment Increase”) and (c) in lieu of Incremental Tranche B Term Loans and/or (iv) one or more additional Classes of Revolving Commitments Increases, issue pari passu or junior secured loans or notes (the “Additional/Replacement Revolving Commitments,Secured Incremental Notes”) and/or unsecured loans or notes (“Unsecured Incremental Notes” andand together with any Secured Incremental Notes, “Incremental Equivalent Debt”), together with any Incremental Tranche B Term Facility, Incremental Term Increase Loans and the Incremental any Revolving Commitment IncreasesIncrease, the referred to herein as a “Incremental FacilitiesCredit Increase”)) or any combination thereof in an aggregate amount not to exceed (x) $125,000,000 plus (y) unlimited additional amounts; provided that solely with respect to this clause (x) y), the Consolidated First Lien Leverage Ratio (determined on a Pro Forma Basis after giving effect to such Credit Increase and any contemplated use of the proceeds thereof, including any prepayment of Indebtedness and any potential Acquisition or Investment in connection therewith, but assuming, solely for purpose of such calculation under this Section 2.25 and not for any other purpose hereunder, at the time of incurrence thereof (1) that a borrowing of the maximum amount of Incremental Loans available thereunder after giving effect to such Incremental Commitments, (2) that all Loans under such Incremental Commitments are Consolidated First Lien Debt and (3) excluding, for purposes of clause (b) of Consolidated First Lien Leverage Ratio, the cash proceeds from the borrowing of the proposed Credit Increase) shall not exceed 4.50 to 1.00; provided, however, that at the option of the Borrower any such unfunded Credit Increase may instead be tested at the time of the initial funding thereof in lieu of testing at the time of entering into such unfunded commitment plus (z) the amount of any voluntary prepayments of Term Loans and voluntary reductions of Revolving Commitment to the extent such voluntary prepayment or voluntary reduction is not funded with long term indebtedness (including, for the avoidance of doubt, the proceeds of any Credit Increase); provided further that upon the effectiveness of any Incremental Facility Amendment referred to below below, no Event of Default shall exist and at the time that any such Incremental Facility Credit Increase is made or effected, no Event of Default (or, in the case of the incurrence or provision of any Incremental Facility and immediately after giving effect thereto); provided that if such Credit Increase is executed in connection with a Limited Condition TransactionPermitted Acquisition or other permitted Investment, no Specified Event at the option of Default) shall have occurred the lenders providing such Credit Increase, the documentation relating thereto may modify such restrictions consistent with customary “SunGard” provisions; provided, further, that for the avoidance of doubt, the Incremental Tranche B Term Loans, Revolving Commitment Increase and Incremental Equivalent Debt may be continuing and incurred pursuant to clause (y) in no event shall it be a condition prior to the effectiveness of, utilization of any amounts under clauses (x) or borrowing under, any Incremental Facility (z) above even if incurred substantially contemporaneously therewith and the amounts incurred pursuant to clauses (x) or (z) shall not be included in the calculation of clause (y); provided further that any representation such Indebtedness incurred pursuant to clauses (x) and (z) above are hereinafter referred to as the “Unrestricted Incremental First Lien Indebtedness”; it being understood and agreed that (I) the Borrower shall designate any such Indebtedness as Unrestricted Incremental First Lien Indebtedness on or warranty of any Loan Party set forth herein be true and correct, except and solely prior to the extent required date of such incurrence by the Additional Lenders providing such Incremental Facility. Notwithstanding anything notice to the contrary hereinAdministrative Agent and (II) the Borrower may redesignate any such Indebtedness originally designated as Unrestricted Incremental First Lien Indebtedness if, at the time of such redesignation, the Borrower would be permitted to incur under this Section 2.25(a) the aggregate principal amount of Indebtedness being so redesignated (for purposes of clarity, with any such redesignation having the effect of increasing the Borrower’s ability to incur Unrestricted Incremental Facilities that can be incurred at any time shall not exceed First Lien Indebtedness as of the Incremental Cap at date of such time. Each Incremental Facility shall be in a minimum principal redesignation by the amount of $5,000,000 and integral multiples of $1,000,000 in excess thereof (unless the Borrowers and the Administrative Agent otherwise agreesuch Indebtedness so redesignated); provided that such amount may be less than $5,000,000 if such amount represents all the remaining availability under the aggregate principal amount of Incremental Facilities set forth above).

Incremental Credit Extensions. (a) The Borrowers may at At any time or and from time to time on one time, subject to the terms and conditions set forth herein, the Borrower or more occasions after any Guarantor may, by notice to the Effective Date Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (i) to increase the amount of any Class of Initial Term Loans or add one or more additional Classes tranches of term loans (eachany such Initial Term Loans or additional tranche of term loans, an the “Incremental Term FacilityLoans”), (ii) one or more additional term loans of the same Class of any existing Class of term loans (each, an “Incremental Term Increase”), (iii) and/or one or more increases in the amount of the Revolving Credit Commitments of any Class (each such increase, an a “Incremental Revolving Credit Commitment Increase”) and/or (iv) establishment of one or more additional Classes of new revolving credit commitments (an “Additional Revolving Commitments (the “Additional/Replacement Revolving Commitments,Credit Commitment” and, together with any Revolving Credit Commitment Increases, the “Incremental Revolving Credit Commitments”; together with the Incremental Term Facility, Incremental Term Increase and the Incremental Revolving Commitment IncreasesLoans, the “Incremental Facilities”); provided that . Notwithstanding anything to contrary herein, the aggregate Dollar Equivalent amount of all Incremental Facilities (other than Refinancing Term Loans and Refinancing Revolving Credit Commitments) (determined at the time of incurrence), together with the aggregate principal amount of all Permitted Alternative Incremental Facilities Debt, shall not exceed (i) prior to the Conversion Date, $1,375,000,000 and (ii) after the Conversion Date, the greater of $1,375,000,000 and 50% of LTM EBITDA (such amount in clauses (i) and (ii) the “Unrestricted Incremental Amount”) plus (iii) the amount of any voluntary prepayments, redemptions, repurchases or other retirements of the Term Loans and any other Indebtedness (in the case of such other Indebtedness, to the extent such Indebtedness is (x) secured on a pari passu basis with respect to security with the Secured Obligations, (y) secured on a junior lien basis with the Secured Obligations or (z) unsecured, and so long as it was, in the case of clause (y) or (z), originally incurred under the Unrestricted Incremental Amount), payments made pursuant to Section 3.06(a) and voluntary permanent reductions of revolving commitments secured on a pari passu basis with respect to security with the Secured Obligations, which reductions are effected after the Closing Date (including pursuant to debt buy-backs made by the Borrower or any Restricted Subsidiary pursuant to “Dutch Auction” procedures and open market purchases permitted hereunder, in an amount equal to the discounted amount actually paid in respect thereof, but excluding (A) any prepayment with the proceeds of substantially concurrent borrowings of new Loans hereunder, (B) any reduction of revolving commitments in connection with a substantially concurrent issuance of new revolving commitments thereunder and (C) prepayments with the proceeds of substantially concurrent incurrence of other long term Indebtedness (other than borrowings under the Revolving Credit Facility and other revolving Indebtedness, in each case without a substantially concurrent permanent commitment reduction)) (this clause (iii), the “Voluntary Prepayment Amount”) plus (iv) unlimited additional Incremental Facilities and Permitted Alternative Incremental Facilities Debt so long as, after giving pro forma effect thereto and after giving effect to any Permitted Investment consummated in connection therewith and all other appropriate pro forma adjustments (but excluding the cash proceeds of any such Incremental Facility Amendment referred Facilities and without giving effect to below and at any amount incurred simultaneously under (x) the time that any Unrestricted Incremental Amount or the Voluntary Prepayment Amount or (y) the Revolving Credit Facility), (A) if such Incremental Facility is made secured by a Lien on the Collateral that is pari passu with the Liens securing the Initial Term Loans, the Consolidated First Lien Secured Leverage Ratio for the most recently ended Test Period does not exceed 1.35:1.00, (B) if such Incremental Facility is secured by a Lien on the Collateral that is junior to the Liens securing the Initial Term Loans, is secured by assets not constituting Collateral or effectedis unsecured, no Event of Default the Consolidated Total Leverage Ratio for the most recently ended Test Period does not exceed 4.50:1.00; provided that Incremental Facilities may be incurred pursuant to this clause (or, in the case iv) prior to utilization of the incurrence or provision Unrestricted Incremental Amount and the Voluntary Prepayment Amount and assuming for purposes of such calculation that the full committed amount of any new Incremental Facility in connection with Revolving Credit Commitments and/or any Permitted Alternative Incremental Facilities Debt constituting a Limited Condition Transaction, no Specified Event of Default) revolving credit commitment then being incurred shall have occurred and be continuing and treated as outstanding Indebtedness (y) in no event shall it be a condition to the effectiveness of, or borrowing under, any Incremental Facility that any representation or warranty of any Loan Party set forth herein be true and correct, except and solely to the extent required by the Additional Lenders providing such Incremental Facility. Notwithstanding anything to the contrary hereinthis clause (iv), the aggregate principal amount of the “Incremental Facilities that can be incurred at any time shall not exceed the Incremental Cap at such timeIncurrence Test”). Each Incremental Facility shall be in a minimum an integral multiple of $1.0 million and be in an aggregate principal amount that is not less than $5.0 million in case of Incremental Term Loans or $5,000,000 and integral multiples 5.0 million in case of $1,000,000 in excess thereof (unless the Borrowers and the Administrative Agent otherwise agree); Incremental Revolving Credit Commitments, provided that such amount may be less than $5,000,000 the applicable minimum amount if such amount represents all the remaining availability under the aggregate principal amount of Incremental Facilities hereunder as set forth above.

Incremental Credit Extensions. (a) The Borrowers may at At any time or from time and subject to time on one or more occasions after the Effective Date terms and conditions of this Section 2.19, the Company may request (i) one or more additional Classes tranches of term loans (each, an the “Incremental Term FacilityLoans”), ) and/or (ii) one or more additional term loans of the same Class of any existing Class of term loans (each, an “Incremental Term Increase”), (iii) one or more increases in the amount of the Aggregate Revolving Credit Commitments of any Class (each such increase, an a “Incremental Revolving Credit Commitment Increase”) and/or with the consent of the Administrative Agent (ivnot to be unreasonably withheld, conditioned or delayed) one or more additional Classes but without the consent of Revolving Commitments (the “Additional/Replacement Revolving Commitments,” and, together with any Lender not providing such Incremental Term Facility, Incremental Term Increase and the Incremental Loans or Revolving Credit Commitment Increases, as the “case may be; provided that the aggregate amount of all Incremental Facilities”)Term Loans and Revolving Credit Commitment Increases made during the term of this Agreement shall not exceed the Dollar Equivalent of $250,000,000. Any tranche of Incremental Term Loans (A) shall be available to the Company in Dollars and (B) shall rank pari passu in right of payment and security, if any, with the Revolving Credit Loans, (C) shall not mature earlier than the Revolving Facility Termination Date (but may have amortization prior to such date, may be required to be mandatorily prepaid in full or in part prior to prepayment of the Revolving Credit Loans, and may permit voluntary prepayments thereof) and (D) except as set forth above, shall be treated substantially the same as (and in any event no more favorably than) the Revolving Credit Loans; provided that (x1) after giving effect to any Incremental Facility Amendment referred to below the terms and at the time that any such Incremental Facility is made or effected, no Event of Default (or, in the case of the incurrence or provision of any Incremental Facility in connection with a Limited Condition Transaction, no Specified Event of Default) shall have occurred and be continuing and (y) in no event shall it be a condition conditions applicable to the effectiveness ofpricing, or borrowing underfees, amortization and mandatory prepayments regarding any Incremental Facility that any representation or warranty of any Loan Party set forth herein be true and correct, except and solely to the extent required by the Additional Lenders providing such Incremental Facility. Notwithstanding anything to the contrary herein, the aggregate principal amount of the Incremental Facilities that can be incurred at any time shall not exceed the Incremental Cap at such time. Each Incremental Facility shall be in a minimum principal amount of $5,000,000 and integral multiples of $1,000,000 in excess thereof (unless the Borrowers and the Administrative Agent otherwise agree); provided that such amount may be less than $5,000,000 if such amount represents all the remaining availability under the aggregate principal amount tranche of Incremental Facilities set forth aboveTerm Loans may differ from those applicable to Revolving Credit Loans.

Incremental Credit Extensions. (a) The Borrowers may at any time or from From time to time on one or more occasions after the Effective Date Closing Date, subject to the terms and conditions set forth herein, the Borrower may, upon ten (10) Business Days’ prior written notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (i) to add one or more additional Classes tranches of term loans (each, an the “Incremental Term FacilityLoans”), (ii) one or more additional term loans of the same Class of any existing Class of term loans (each, an “Incremental Term Increase”), (iii) one or more increases in the amount of the Revolving Commitments of any Class (each such increase, an “Incremental Revolving Commitment Increase”) and/or (iv) one or more additional Classes of Revolving Commitments (the “Additional/Replacement Incremental Revolving Commitments,” and, ”; together with any the Incremental Term Facility, Incremental Term Increase and the Incremental Revolving Commitment IncreasesLoans, the “Incremental Facilities”); , provided that at the time of the effectiveness of each Incremental Facility Amendment (xi) no Default or Event of Default has occurred and is continuing or shall result therefrom, (ii) the Borrower and its Restricted Subsidiaries shall be in pro forma compliance with each of the covenants set forth in ARTICLE VI as of the last day of the most recently ended Fiscal Quarter after giving effect to any Incremental Facility Amendment referred to below and at the time that any such Incremental Facility is made Revolving Commitments (assuming for such purpose that such Incremental Revolving Commitments are fully drawn at such time) or effectedIncremental Term Loans, no Event of Default as applicable, (or, in the case iii) each of the incurrence or provision of any Incremental Facility conditions set forth in connection with a Limited Condition Transaction, no Specified Event of Default) Section 3.2 shall have occurred and be continuing been satisfied and (yiv) in no event the Administrative Agent shall it be a condition to have received from the effectiveness ofBorrower such legal opinions, or borrowing underresolutions, any Incremental Facility that any representation or warranty of any Loan Party set forth herein be true certificates and correct, except and solely to other documents as the extent required by the Additional Lenders providing such Incremental FacilityAdministrative Agent may reasonably request. Notwithstanding anything to the contrary herein, but subject to clause (e) immediately below, the aggregate principal amount of the all Incremental Facilities that can be incurred at any time shall not exceed the Incremental Cap at such timesum of $380,000,000. Each Incremental Facility shall be in a minimum principal amount an integral multiple of $5,000,000 and integral multiples be in an aggregate principal amount that is not less than $10,000,000 in case of Incremental Term Loans or $1,000,000 10,000,000 in excess thereof (unless the Borrowers and the Administrative Agent otherwise agree); case of Incremental Revolving Commitments, provided that such amount may be less than $5,000,000 the applicable minimum amount if such amount represents all the remaining availability under the aggregate principal amount of Incremental Facilities hereunder as set forth aboveabove or if the Administrative Agent agrees in writing to a lesser minimum amount. Each Incremental Facility shall rank pari passu in right of payment, and shall have the same guarantees as, and be secured by the same Collateral securing, all of the other Obligations hereunder.

Incremental Credit Extensions. (a) The Borrowers may at (i) At any time or and from time to time on one or more occasions after the Restatement Effective Date Date, subject to the terms and conditions set forth herein, the Borrower may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly make available such notice to each of the Lenders), request (i) to effect one or more additional Classes of term loans revolving credit facility tranches hereunder (each, or an “Incremental Term Facility”), (ii) one or more additional term loans of the same Class of any existing Class of term loans (each, an “Incremental Term Increase”), (iii) one or more increases in the amount increase of the Revolving Commitments of any Class hereunder) (each such increase, an “Incremental Revolving Commitment IncreaseFacilities”) and/or (iv) one or more additional Classes of from Additional Revolving Commitments (the “Additional/Replacement Revolving Commitments,” and, together with any Incremental Term Facility, Incremental Term Increase and the Incremental Revolving Commitment Increases, the “Incremental Facilities”)Lenders; provided that (x) after giving effect to any Incremental Facility Amendment referred to below and at the time that any of each such request and upon the effectiveness of each Incremental Revolving Facility is made or effectedAmendment, (A) no Event of Default (or, in the case of the incurrence or provision of any Incremental Facility in connection with a Limited Condition Transaction, no Specified Event of Default) shall have occurred and be continuing or shall result therefrom, (B) the Borrower shall be in compliance on a Pro Forma Basis with the covenants contained in Sections 6.12 and 6.13 recomputed as of the last day of the most-recently ended Test Period for which financial statements are available (calculated assuming that such Incremental Revolving Facility is fully drawn), (C) the Borrower shall have delivered a certificate of a Financial Officer to the effect set forth in clauses (A) and (yB) above, together with reasonably detailed calculations demonstrating compliance with clause (B) above (which calculations shall, if made as of the last day of any fiscal quarter of the Borrower for which the Borrower has not delivered to the Administrative Agent the financial statements and Compliance Certificate required to be delivered by Section 5.01(a) or (b) and Section 5.01(d), respectively, be accompanied by a reasonably detailed calculation of Consolidated EBITDA and Consolidated Interest Expense for the relevant period), (D) such Incremental Revolving Facility may be secured on a pari passu basis with the Loans, (E) the interest rate margins, rate floors, fees, premiums and maturity applicable to any Incremental Revolving Facility shall be determined by the Borrower and the lenders thereunder, provided that no Incremental Revolving Facility shall mature prior to the Revolving Maturity Date or require any scheduled amortization or mandatory commitment reductions prior to the Revolving Maturity Date, (F) any Incremental Revolving Facility Amendment shall be on the terms and pursuant to documentation to be determined by the Borrower and the Additional Revolving Lenders providing the applicable Incremental Revolving Facilities, (G) any Incremental Revolving Facility may be provided in any currency as mutually agreed among the Administrative Agent, the Borrower and the Additional Revolving Lenders and (H) in the case of an increase in the Revolving Commitments hereunder, the maturity date of such increase in the Revolving Commitment shall be the Revolving Maturity Date, such increase in the Revolving Commitment shall require no event shall it be a condition scheduled amortization or mandatory commitment reduction prior to the effectiveness of, or borrowing under, any Incremental Facility Revolving Maturity Date and shall be on the same terms governing the Revolving Commitments pursuant to this Agreement; provided that any representation or warranty of any Loan Party set forth herein be true and correct, except and solely to the extent such terms and documentation are not consistent with this Agreement (except to the extent permitted by clause (E) or (G) above), they shall be reasonably satisfactory to the Administrative Agent; provided, further, that no Issuing Bank shall be required by the Additional Lenders providing to act as “issuing bank” under any such Incremental Facility. Notwithstanding anything to the contrary herein, the aggregate principal amount of the Incremental Facilities that can be incurred at any time shall not exceed the Incremental Cap at such timeRevolving Facility without its written consent. Each Incremental Revolving Facility shall be in a minimum principal amount of $5,000,000 10,000,000 and integral multiples of $1,000,000 in excess thereof (unless the Borrowers and the Administrative Agent otherwise agree)thereof; provided that such amount may be less than $5,000,000 10,000,000 if such amount represents all the remaining availability under the aggregate principal amount of Incremental Facilities set forth aboveCap.

Incremental Credit Extensions. (a) The Borrowers Parent Borrower may at any time or from time to time on one or more occasions after the Effective Date Restatement Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (ia) one or more additional Classes tranches of term loans (eachor, if satisfactory to the Administrative Agent, an increase of an existing tranche of Term Loans (the “Incremental Term FacilityLoans”), (ii) one or more additional term loans of the same Class of any existing Class of term loans (each, an “Incremental Term Increase”), (iiib) one or more increases in the amount of the Dollar Revolving Credit Commitments (each such increase, a “Dollar Revolving Commitment Increase”) or (c) one or more increases in the amount of any Class the Alternative Currency Revolving Credit Commitments (each such increase, an “Incremental Alternative Currency Revolving Commitment Increase”) and/or (iv) one or more additional Classes of Revolving Commitments (the “Additional/Replacement Revolving Commitments,” and, together with any Incremental Term Facility, Incremental Term Increase and the Incremental Dollar Revolving Commitment IncreasesIncrease, the a “Incremental FacilitiesRevolving Commitment Increase”); provided that (xi) after giving effect to upon the effectiveness of any Incremental Facility Amendment referred to below and below, no Default or Event of Default shall exist, (ii) at the time that any such Incremental Facility Term Loan is made or effected(and after giving effect thereto), no Default or Event of Default shall exist and (oriii) upon the effectiveness of any such Incremental Amendment and at the time any such Incremental Term Loan is made (after giving effect thereto), the Parent Borrower shall be in pro forma compliance with the covenant set forth in Section 7.14 for the Test Period then last ended calculated on a pro forma basis for such Incremental Amendment and/or Incremental Term Loan in accordance with Section 1.10 (and a certificate from the Chief Financial Officer of the Parent Borrower demonstrating compliance with such Section calculated in reasonable detail shall be provided to the Administrative Agent). Each tranche of Incremental Term Loans and each Revolving Commitment Increase shall be in an aggregate principal amount that is not less than a Dollar Amount of $100,000,000 (provided that such amount may be less than a Dollar Amount of $100,000,000 if such amount represents all remaining availability under the limit set forth in the case of the incurrence or provision of any Incremental Facility in connection with a Limited Condition Transaction, no Specified Event of Default) shall have occurred and be continuing and (y) in no event shall it be a condition to the effectiveness of, or borrowing under, any Incremental Facility that any representation or warranty of any Loan Party set forth herein be true and correct, except and solely to the extent required by the Additional Lenders providing such Incremental Facilitynext sentence). Notwithstanding anything to the contrary herein, the aggregate principal amount of the Incremental Facilities that can be incurred at any time Term Loans and the Revolving Commitment Increases shall not exceed (A) the sum of (i) $1,500,000,000 (such amount, the “Initial Incremental Cap at Amount”) plus (ii) the excess, if any, of (x) 0.65 times Consolidated EBITDA of the Parent Borrower for the Test Period then last ended prior to the date of determination and calculated on a pro forma basis in accordance with Section 1.10 over (y) the Initial Incremental Amount plus (iii) the aggregate amount of principal of Term Loans prepaid pursuant to Sections 2.05(b)(i) and 2.05(b)(iii) since the Closing Date that have not been refinanced with Indebtedness under this Agreement minus (B) the aggregate amount of Permitted Alternative Incremental Facilities Indebtedness incurred under Section 7.03(i) (and any refinancing of such time. Each Permitted Alternative Incremental Facility shall be in a minimum Facilities Indebtedness permitted pursuant to Section 7.03(i), but excluding the principal amount of $5,000,000 any such refinancing indebtedness represented by unpaid accrued interest and integral multiples premium on the indebtedness being refinanced plus other reasonable amounts paid, and fees and expenses reasonably incurred, in connection with the modification, refinancing, refunding, renewal or extension thereof). The Incremental Term Loans (a) shall rank pari passu in right of $1,000,000 payment and of security with the Revolving Credit Loans and the Term Loans, (b) shall not mature earlier than the Maturity Date with respect to the Tranche B Term Loans (without giving effect to any prior Extensions thereof) (except in excess thereof the case of an increase of an existing Class of Loans or Commitments, in which case such Incremental Term Loan or Revolving Commitment Increase shall mature on the Maturity Date of such Class being increased) and (unless c) shall be treated substantially the Borrowers same as the Tranche B Term Loans (in each case, including with respect to mandatory and voluntary prepayments), provided that (i) the terms and conditions applicable to Incremental Term Loans may be materially different from those of the Term Loans to the extent such differences (other than interest rates and amortization schedule) are reasonably acceptable to the Administrative Agent and (ii) the interest rates and amortization schedule applicable to the Incremental Term Loans shall be determined by the Parent Borrower and the lenders thereof; provided that the Incremental Term Loans shall not have a Weighted Average Life to Maturity shorter than that of the Tranche B Term Loans (without giving effect to any prior Extensions thereof) (except by virtue of amortization or prepayment of the Term Loans prior to the time of such incurrence). Each notice from the Parent Borrower pursuant to this Section shall set forth the requested amount and proposed terms of the relevant Incremental Term Loans or Revolving Commitment Increases. Incremental Term Loans may be made, and Revolving Commitment Increases may be provided, by any existing Lender (it being understood that no existing Term Lender will have an obligation to make a portion of any Incremental Term Loan and no existing Revolving Credit Lender will have an obligation to provide a portion of any Revolving Commitment Increase), in each case on terms permitted in this Section 2.14 and otherwise agreeon terms reasonably acceptable to the Administrative Agent, or by any other lender (any such other lender being called an “Additional Lender”); provided that the Administrative Agent shall have consented (such amount consent not to be unreasonably withheld) to such Lender’s or Additional Lender’s making such Incremental Term Loans or providing such Revolving Commitment Increases if such consent would be required under Section 10.07(b) for an assignment of Loans or Revolving Credit Commitments, as applicable, to such Lender or Additional Lender. Commitments in respect of Incremental Term Loans and Revolving Commitment Increases shall become Commitments (or in the case of a Revolving Commitment Increase to be provided by an existing Revolving Credit Lender, an increase in such Lender’s applicable Revolving Credit Commitment) under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents (including, without limitation, an accession by each Additional Lender to the Loss Sharing Agreement), executed by the Parent Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Amendment may, without the consent of any other Lenders or Loan Parties, effect such amendments to this Agreement and the other Loan Documents as may be less necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Parent Borrower, to effect the provisions of this Section. The effectiveness of (and, in the case of any Incremental Amendment for an Incremental Term Loan, the borrowing under) any Incremental Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 (it being understood that all references to “the date of such Credit Extension” or similar language in such Section 4.02 shall be deemed to refer to the effective date of such Incremental Amendment) and such other conditions as the parties thereto shall agree. The Parent Borrower shall use the proceeds of the Incremental Term Loans and Revolving Commitment Increases for any purpose not prohibited by this Agreement; provided that (i) to the extent the proceeds of Incremental Term Loans and Revolving Commitment Increases are being used to refinance Retained Existing Notes, such refinancing occurs no earlier than $5,000,000 if the final maturity date of such amount represents all the remaining availability under the aggregate principal Retained Existing Notes, and (ii) any amount of Incremental Term Loans in excess of the Initial Incremental Amount may be used (x) only to refinance Retained Existing Notes on their final maturity date or (y) if, after the Restatement Date but no more than nine months prior to the date of incurrence of such Incremental Term Loans or effectiveness of such Revolving Commitment Increase, the Parent Borrower shall have repaid any Retained Existing Notes on their final maturity date (other than with proceeds of Incremental Term Loans, Revolving Commitment Increases or Permitted Alternative Incremental Facilities set forth aboveIndebtedness, in each case incurred other than under the Initial Incremental Amount), to the extent of the amount so repaid, for working capital and other general corporate purposes (except where such Retained Existing Notes were refinanced with the proceeds of Indebtedness incurred pursuant to Section 7.03(b), in which case the proceeds of such Incremental Term Loans or Revolving Commitment Increases shall be used to permanently repay or prepay such Indebtedness). Upon each increase in (A) the Dollar Revolving Credit Commitments pursuant to this Section 2.14, (x) each Dollar Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Dollar Revolving Commitment Increase (each a “Dollar Revolving Commitment Increase Lender”), and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of such Dollar Revolving Credit Lender’s participations hereunder in outstanding Dollar Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (i) participations hereunder in Dollar Letters of Credit and (ii) participations hereunder in Swing Line Loans held by each Dollar Revolving Credit Lender (including each such Dollar Revolving Commitment Increase Lender) will equal the percentage of the aggregate Dollar Revolving Credit Commitments of all Dollar Revolving Credit Lenders represented by such Dollar Revolving Credit Lender’s Revolving Credit Commitment and (y) if, on the date of such increase, there are any Dollar Revolving Credit Loans outstanding, such Dollar Revolving Credit Loans shall on or prior to the effectiveness of such Dollar Revolving Commitment Increase be prepaid from the proceeds of additional Dollar Revolving Credit Loans made hereunder (reflecting such increase in Dollar Revolving Credit Commitments), which prepayment shall be accompanied by accrued interest on the Dollar Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.05 and (B) the Alternative Currency Revolving Credit Commitments pursuant to this Section 2.14, (x) each Alternative Currency Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Alternative Currency Revolving Commitment Increase (each an “Alternative Currency Revolving Commitment Increase Lender” and, together with each Dollar Revolving Commitment Increase Lender, the “Revolving Commitment Increase Lenders”), and each such Alternative Currency Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of such Alternative Currency Revolving Credit Lender’s participations hereunder in outstanding Alternative Currency Letters of Credit such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding participations hereunder in Alternative Currency Letters of Credit held by each Alternative Currency Revolving Credit Lender (including each such Alternative Currency Revolving Commitment Increase Lender) will equal the percentage of the aggregate Alternative Currency Revolving Credit Commitments of all Alternative Currency Revolving Credit Lenders represented by such Alternative Currency Revolving Credit Lender’s Revolving Credit Commitment and (y) if, on the date of such increase, there are any Alternative Currency Revolving Credit Loans outstanding, such Alternative Currency Revolving Credit Loans shall on or prior to the effectiveness of such Alternative Currency Revolving Commitment Increase be prepaid from the proceeds of additional Alternative Currency Revolving Credit Loans made hereunder (reflecting such increase in Alternative Currency Revolving Credit Commitments), which prepayment shall be accompanied by accrued interest on the Alternative Currency Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.05. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence.

Incremental Credit Extensions. (a) The Borrowers may at At any time or and from time to time on one or more occasions after the Effective Date request Date, subject to the terms and conditions set forth herein, the Borrower may, by notice to the Administrative Agent (i) one or more additional Classes whereupon the Administrative Agent shall promptly make available to each of term loans (each, an “Incremental Term Facility”the Lenders), (ii) one or more additional term loans of the same Class of any existing Class of term loans (each, an “Incremental Term Increase”), (iii) request to effect one or more increases in the aggregate amount of the Revolving Commitments of any Class (each such increase, an a “Incremental Revolving Commitment Increase”) and/or (iv) one or more additional Classes of from Additional Revolving Commitments (the “Additional/Replacement Revolving Commitments,” and, together with any Incremental Term Facility, Incremental Term Increase and the Incremental Revolving Commitment Increases, the “Incremental Facilities”)Lenders; provided that at the time of each such request and upon the effectiveness of each Incremental Revolving Facility Amendment, (xA) the conditions set forth in Section 4.02 shall be satisfied, (B) the Borrower shall be in compliance on a Pro Forma Basis (before and after giving effect to any Incremental Facility Amendment referred such Revolving Commitment Increase and assuming that such newly-incurred Revolving Commitment Increase is fully drawn) with (x) a Senior Secured Leverage Ratio not to below and at the time that any such Incremental Facility is made or effectedexceed 3.50 to 1.00, no Event of Default (or, in the case as of the incurrence or provision last day of any Incremental Facility in connection with a Limited Condition Transaction, no Specified Event of Default) shall have occurred and be continuing the most recently ended LTM Period and (y) in no event the Financial Performance Covenant at the level that is 0.25 to 1.00 below the then applicable covenant level as of the end of the most recently ended Test Period, (C) the Borrower shall it be have delivered a condition certificate of a Financial Officer to the effectiveness of, or borrowing under, any Incremental Facility that any representation or warranty of any Loan Party effect set forth herein in clauses (A) and (B) above, together with reasonably detailed calculations demonstrating compliance with clause (B) above and (D) such Revolving Commitment Increase shall be true and correct, except and solely on the same terms (other than any upfront fees) governing the Revolving Commitments pursuant to the extent required by the Additional Lenders providing such Incremental Facilitythis Agreement. Notwithstanding anything to the contrary herein, the sum of (i) the aggregate principal amount of the Incremental Facilities that can be Revolving Commitment Increases and (ii) the aggregate principal amount of all Term Commitment Increases incurred at any time after the Effective Date shall not exceed the Incremental Cap at such timeCap. Each Incremental Facility Revolving Commitment Increase shall be in a minimum principal amount of $5,000,000 and integral multiples of $1,000,000 in excess thereof (unless the Borrowers and the Administrative Agent otherwise agree)thereof; provided that such amount may be less than $5,000,000 if such amount represents all the remaining availability under the aggregate principal amount of Incremental Facilities set forth aboveCap.

Incremental Credit Extensions. (a) The Borrowers Borrower may at any time or from time to time on after the Closing Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request one or more occasions after increases to the Effective Date request (i) then-existing Term Loans or one or more additional Classes of term loans Term Loans (each, an the “Incremental Term Facility”), (ii) one or more additional term loans of the same Class of any existing Class of term loans (each, an “Incremental Term Increase”), (iii) one or more increases in the amount of the Revolving Commitments of any Class (each such increase, an “Incremental Revolving Commitment Increase”) and/or (iv) one or more additional Classes of Revolving Commitments (the “Additional/Replacement Revolving Commitments,” and, together with any Incremental Term Facility, Incremental Term Increase and the Incremental Revolving Commitment Increases, the “Incremental FacilitiesLoans”); provided that (xi) after giving effect except as otherwise agreed by the lenders providing the relevant Incremental Term Loans in connection with any Limited Condition Acquisition (which shall be subject to any Incremental Facility Amendment referred to below and Section 2.14(b)), no Default or Event of Default shall have occurred at the time that any such Incremental Facility is made or effected, no Event of Default (or, in the case of the incurrence or provision of any such Incremental Facility in connection with a Limited Condition Transaction, no Specified Event of Default) shall have occurred Term Loans and be continuing or result therefrom, (ii) no Lender shall be obligated to provide any Incremental Term Loans as a result of any such request by the Borrower, and (y) until such time, if any, as such Lender has agreed in no event shall it be a condition writing in its sole discretion to provide an Incremental Term Loan and executed and delivered to the effectiveness ofAdministrative Agent an Incremental Amendment as provided below in this Section 2.14, or borrowing under, such Lender shall not be obligated to fund any Incremental Facility that any representation Term Loans, (iii) each increase in then-existing Term Loans or warranty additional Class of any Loan Party set forth herein Incremental Term Loans shall be true and correct, except and solely to the extent required by the Additional Lenders providing such Incremental Facility. Notwithstanding anything to the contrary herein, the in an aggregate principal amount of the Incremental Facilities that can be incurred at any time shall is not exceed the Incremental Cap at such time. Each Incremental Facility shall be in less than $10,000,000 and a minimum principal amount of $5,000,000 and integral multiples whole multiple of $1,000,000 in excess thereof (unless the Borrowers and the Administrative Agent otherwise agree); provided that such amount may be less than $5,000,000 10,000,000 if such amount represents all the remaining availability under the limit set forth in the next sentence or the Administrative Agent otherwise consents) and (iv) the Borrower shall have delivered to the Administrative Agent and each Lender a certificate executed by an Authorized Officer of the Borrower, certifying, to the best of such officer’s knowledge, (x) compliance with the requirements of preceding clause (i), the provisos of the second succeeding sentence, and of Section 6 to the extent required by the next succeeding paragraph, and (y) the “Maximum Incremental Facilities Amount”, including the ratio set forth therein, if applicable, at the time of incurrence (together with calculations thereof in reasonable detail). Notwithstanding anything to the contrary herein, in no event shall the aggregate principal amount of the Incremental Term Loans incurred at any time exceed the Maximum Incremental Facilities Amount as of such time. The Incremental Term Loans shall be, except as provided in immediately succeeding clause (ii) below, secured by the Security Documents, and guaranteed under the Guaranty, on an equal and ratable basis with all other Obligations secured by the Security Documents and guaranteed under the Guaranty and shall be treated substantially the same as the existing Term Loans (in each case, including with respect to mandatory and voluntary prepayments); provided, however, that (i) the interest rate applicable to a Class of Incremental Term Loans may differ from that applicable to the Initial Term Loans or any other Class of Incremental Term Loans, provided, however, if the “effective yield” applicable to a given Class of Incremental Term Loans (which, for such purposes only, shall be deemed to take account of any then applicable interest rate margin, interest rate benchmark floors, recurring fees and all upfront or similar fees or original issue discount (amortized over the shorter of (x) the life of such loans and (y) four years) payable to all Lenders providing such Class of Incremental Term Loans but exclusive of any arrangement, structuring or other fees payable in connection therewith that are not shared with all Lenders providing such Class of Incremental Term Loans) determined as of the initial funding date for such Class of Incremental Term Loans exceeds the “effective yield” of any Initial Term Loans or any other Class of Incremental Term Loans (unless the terms of such Class provide that such Class is not subject to this provision) (determined on the same basis as provided above, with the comparative determination to be made in the reasonable judgment of the Administrative Agent consistent with generally accepted financial practice) by more than 0.50% (the amount of such excess over 0.50% being the “Yield Differential”), the Applicable Margin for such Initial Term Loans or such other Class of Incremental Term Loans subject to a Yield Differential shall automatically be increased by the Yield Differential (including, as provided in the following proviso, the LIBO Rate or Base Rate floor) effective upon the making of the applicable Incremental Term Loans; provided that, in determining the interest rate margins applicable to the Incremental Term Loans and the Initial Term Loans or such other Class of Incremental Term Loans (x) original issue discount (“OID”) or upfront fees (which shall be deemed to constitute like amounts of OID) payable by the Borrower to the Lenders under the Initial Term Loans or any other Class of Incremental Term Loans in the initial primary syndication thereof shall be included (with OID being equated to interest based on assumed four-year life to maturity) and (y) if the Incremental Term Loans include a LIBO Rate floor or Base Rate floor greater than the LIBO Rate floor or Base Rate floor applicable to the then-existing Initial Term Loans or any other then-existing Class of Incremental Term Loans, (I) such increased amount shall be equated to interest margin for purposes of determining whether an increase to the applicable interest margin under the then-existing Initial Term Loans or any other then-existing Class of Incremental Term Loans shall be required and (II) to the extent an increase in the LIBO Rate floor or Base Rate floor in the then-existing Initial Term Loans or any other then-existing Class of Incremental Term Loans would cause an increase in the interest rate then in effect thereunder, the LIBO Rate floor or Base Rate floor (but not the interest rate margin) applicable to the Initial Term Loans or any other then-existing Class of Incremental Term Loans shall be increased by such increased amount, (ii) a given Class of Incremental Term Loans may rank junior in right of security with other Term Loans or be unsecured, in which case such Incremental Term Loans will be extended pursuant to a separate credit agreement and the provisions of immediately preceding clause (i) shall not apply; (iii) the final stated maturity date for a given Class of Incremental Term Loans may be on or later (but not sooner) than, the Initial Maturity Date, (iv) the amortization requirements for a given Class of Incremental Term Loans may differ, so long as the Weighted Average Life to Maturity of such Incremental Term Loans is no shorter than the remaining Weighted Average Life to Maturity applicable to the then outstanding Loans (except to the extent of nominal amortization for periods where amortization has been eliminated as a result of prepayment of the applicable Loans), (v) except as otherwise required or as permitted in clauses (i) through (iv) above, the other terms of a given Class of Incremental Term Loans shall be on terms and pursuant to documentation to be determined by the Borrower and the Lenders and/or Additional Lenders providing such Incremental Term Loans and shall, at all times prior to the Latest Maturity Date then in effect at the time of such incurrence, be substantially consistent with the terms of the Loans; provided that such terms may differ if reasonably satisfactory to the Administrative Agent; provided, further, that any such terms that are not substantially consistent with the then-existing Loans shall be no more favorable (taken as a whole) to the relevant Lenders under such Incremental Term Loans than those applicable to the then-existing Loans (taken as a whole) and (vi) the proceeds of Incremental Term Loans may be utilized by Holdings, the Borrower or any of their respective Subsidiaries as may be agreed by the Borrower and the Lenders providing the Incremental Term Loans, to the extent not otherwise prohibited by this Agreement. Notwithstanding the foregoing, Incremental Term Loans may have identical terms to any of the Term Loans and be treated as the same Class as any of such Term Loans. Each notice from the Borrower pursuant to this Section shall set forth abovethe requested amount and proposed terms of the relevant Incremental Term Loans. Incremental Term Loans may be made by any existing Lender (or any existing Lender Affiliate) or by any other bank or other financial institution (any such other bank or other financial institution being called an “Additional Lender”); provided that the Administrative Agent shall have consented to such Additional Lender (such consent not to be unreasonably withheld or delayed) and such Additional Lender shall not be an Affiliated Lender (other than Affiliated Sponsor Lenders in accordance with the requirements of, and subject to the limitations contained in, Sections 2.15(a)(vii) and (d)). Commitments in respect of Incremental Term Loans shall become Commitments under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Credit Documents, executed by Holdings, the Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent, and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 5. The Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Credit Documents (including, without limitation, any Mortgage modifications and related date-down endorsements to the Mortgage Policies) as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.14. The occurrence of the effective date of any Incremental Amendment shall be subject to the satisfaction on such date of each of the conditions set forth in Section 6 (it being understood that all references to “the Borrowing Date” or similar language in such Section 6 shall be deemed to refer to the effective date of such Incremental Amendment) and such other conditions as the parties thereto shall agree. No Lender shall be obligated to provide any Incremental Term Loans, unless it so agrees.

Incremental Credit Extensions. (a) The Borrowers Xxxxxxx may (and TNC or NHF may, in the case of clause (b)) at any time or from time to time on one or more occasions after the Effective Date Pushdown Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (ia) one or more additional Classes tranches of term loans (each, an the “Incremental Term FacilityLoans”), ) or (ii) one or more additional term loans of the same Class of any existing Class of term loans (each, an “Incremental Term Increase”), (iiib) one or more increases in the amount of the Revolving Credit Commitments of any Class Facility or the addition of a new Revolving Credit Facility to be provided to the Canadian Borrower (each such increaseincrease or new Revolving Credit Facility, an a “Incremental Revolving Commitment Increase”) and/or (iv) one or more additional Classes of Revolving Commitments (the “Additional/Replacement Revolving Commitments,” and), together with any Incremental Term Facility, Incremental Term Increase and the Incremental Revolving Commitment Increases, the “Incremental Facilities”); provided that (xi) after giving effect to both at the time of any such request and upon the effectiveness of any Incremental Facility Amendment referred to below below, no Default or Event of Default shall exist and at the time that any such Incremental Facility Term Loan is made (and after giving effect thereto) no Default or effected, no Event of Default shall exist and (ii) Xxxxxxx shall be in compliance with the covenants set forth in Section 7.11 determined on a Pro Forma Basis as of the date of such Incremental Term Loan or Revolving Commitment Increase and the last day of the most recently ended Test Period (or, if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended), in each case, as if such Incremental Term Loans or Revolving Commitment Increases, as applicable, had been outstanding on the last day of such fiscal quarter of Xxxxxxx for testing compliance therewith. Each tranche of Incremental Term Loans and each Revolving Commitment Increase shall be in an aggregate principal amount that is not less than $50,000,000 (provided that such amount may be less than $50,000,000 if such amount represents all remaining availability under the limit set forth in the case of the incurrence or provision of any Incremental Facility in connection with a Limited Condition Transaction, no Specified Event of Default) shall have occurred and be continuing and (y) in no event shall it be a condition to the effectiveness of, or borrowing under, any Incremental Facility that any representation or warranty of any Loan Party set forth herein be true and correct, except and solely to the extent required by the Additional Lenders providing such Incremental Facilitynext sentence). Notwithstanding anything to the contrary herein, the aggregate principal amount of the Incremental Facilities that can be incurred at any time Term Loans and the Revolving Commitment Increases (other than, for the avoidance of doubt, those established in respect of Extended Term Loans or Extended Revolving Credit Commitments pursuant to Section 2.16) shall not exceed the Maximum Incremental Cap at Facilities Amount (provided that Incremental Term Loans may be incurred without regard to the Maximum Incremental Facilities Amount to the extent that the Net Proceeds from such timeIncremental Term Loans are used on the date of incurrence thereof (or substantially concurrently therewith) to prepay Term Loans in accordance with Section 2.05). The Incremental Term Loans (a) shall rank pari passu or junior in right of payment and of security with the Revolving Credit Loans and the Term Loans, (b) shall not mature earlier than the Maturity Date with respect to the Class E Term Loans, (c) except as set forth above, shall be treated substantially the same as the Term Loans (in each case, including with respect to mandatory and voluntary prepayments) and (d) the Applicable Rate for the Incremental Term Loans shall be determined by Xxxxxxx and the applicable new Lenders; provided, however, that (i) the interest rate margins for the Incremental Term Loans shall not be greater than the highest interest rate margins that may, under any circumstances, be payable with respect to Dollar Term Loans (or Euro Term Loans if such Incremental Term Loans are denominated in Euros) plus 25 basis points (and the interest rate margins applicable to the Dollar Term Loans or Euro Term Loans, as applicable, shall be increased to the extent necessary to achieve the foregoing) and (ii) solely for purposes of the foregoing clause (i), the interest rate margins applicable to any Term Loans or Incremental Term Loans shall be deemed to include all upfront or similar fees or original issue discount payable generally to Lenders providing such Term Loans or such Incremental Term Loans based on an assumed four-year life to maturity), provided that (i) except as provided herein, the terms and conditions applicable to Incremental Term Loans may be materially different from those of the Term Loans to the extent such differences are reasonably acceptable to the Arrangers and (ii) the amortization schedule applicable to the Incremental Term Loans shall be determined by Xxxxxxx and the lenders thereof. Other than with respect to interest rates and related terms with respect to Loans denominated in Canadian Dollars, and other than with respect to borrowing mechanics and operational matters, the terms of any new Revolving Credit Facility to be provided to the Canadian Borrower shall be identical to those of the Revolving Credit Facilities and any collateral securing such new facility shall be shared with the Secured Parties pursuant to customary arrangements and customary limitations (including with respect to adverse tax consequences). Each notice from Xxxxxxx, TNC or NHF pursuant to this Section 2.14 shall set forth the requested amount and proposed terms of the relevant Incremental Term Loans or Revolving Commitment Increases. Incremental Term Loans may be made, and Revolving Commitment Increases may be provided, by any existing Lender (and each existing Term Lender will have the right, but not an obligation, to make a portion of any Incremental Term Loan, and each existing Revolving Credit Lender of the applicable Facility will have the right to provide a portion of any Revolving Commitment Increase, in each case on terms permitted in this Section 2.14 and otherwise on terms reasonably acceptable to the Administrative Agent) or by any other bank or other financial institution (any such other bank or other financial institution being called an “Additional Lender”), provided that the Administrative Agent shall have consented (not to be unreasonably withheld) to such Lender’s or Additional Lender’s making such Incremental Term Loans or providing such Revolving Commitment Increases if such consent would be required under Section 10.07(b) for an assignment of Loans or Revolving Credit Commitments, as applicable, to such Lender or Additional Lender. Commitments in respect of Incremental Term Loans and Revolving Commitment Increases shall become Commitments (or in the case of a minimum principal amount Revolving Commitment Increase to be provided by an existing Revolving Credit Lender (other than a Revolving Commitment Increase to be provided to the Canadian Borrower), an increase in such Lender’s applicable Revolving Credit Commitment) under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by Xxxxxxx (and, in the case of $5,000,000 and integral multiples of $1,000,000 in excess thereof (unless a Revolving Commitment Increase, any other relevant Borrowers or the Borrowers Canadian Borrower, as applicable), each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent otherwise agree); provided that Agent. The Incremental Amendment may, without the consent of any other Borrowers, Agents or Lenders, effect such amount amendments to this Agreement and the other Loan Documents as may be less than $5,000,000 necessary or appropriate, in the reasonable opinion of the Administrative Agent and the applicable Borrowers (or the Canadian Borrower, as applicable), to effect the provisions of this Section 2.14. The effectiveness of any Incremental Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 (it being understood that all references to “the date of such Credit Extension” or similar language in such Section 4.02 shall be deemed to refer to the effective date of such Incremental Amendment) and such other conditions as the parties thereto shall agree. The Borrowers (or the Canadian Borrower, as applicable) will use the proceeds of the Incremental Term Loans and Revolving Commitment Increases for any purpose not prohibited by this Agreement. No Lender shall be obligated to provide any Incremental Term Loans or Revolving Commitment Increases, unless it so agrees. Upon each increase in the Revolving Credit Commitments pursuant to this Section 2.14, (a) if the increase relates to the Tranche A Revolving Credit Facility, each Tranche A Revolving Credit Lender immediately prior to such amount represents increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Revolving Commitment Increase (each a “Revolving Commitment Increase Lender”), and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed (in the case of an increase to the Tranche A Revolving Credit Facility only), a portion of such Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (i) participations hereunder in Letters of Credit and (ii) participations hereunder in Swing Line Loans held by each Tranche A Revolving Credit Lender (including each such Revolving Commitment Increase Lender) will equal the percentage of the aggregate Tranche A Revolving Credit Commitments of all Tranche A Revolving Credit Lenders represented by such Revolving Credit Lender’s Tranche A Revolving Credit Commitment and (b) if, on the remaining availability date of such increase, there are any Revolving Credit Loans under the aggregate principal amount applicable Facility outstanding, such Revolving Credit Loans shall on or prior to the effectiveness of Incremental Facilities set forth abovesuch Revolving Commitment Increase be prepaid from the proceeds of additional Revolving Credit Loans under the applicable Facility made hereunder (reflecting such increase in Revolving Credit Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.05. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence.

Incremental Credit Extensions. (a) The Borrowers Borrower may at any time or from time to time on one or more occasions after the Effective Date Date, by written notice delivered to the Administrative Agent request (i) add one or more additional Classes of term loans (each, an “Incremental Term Facility”), (ii) one or more additional term loans of the same Class of as any existing Class of term loans (each, an “Incremental Term Facility”) and/or increase the principal amount of the Term Loans by requesting new term loan commitments to be added to such Loans (an “Incremental Term Increase”, and together with any Incremental Term Facility, the “Incremental Term Loans”), (iiiii) one or more increases in the amount of the Revolving Commitments of any Class (each such increase, an “Incremental Revolving Commitment Increase”) and/or (iviii) one or more additional Classes tranches of Revolving Commitments revolving commitments (the “Additional/Replacement Additional Revolving Commitments,” and, together with any the Incremental Term Facility, Incremental Term Increase Loans and the Incremental Revolving Commitment IncreasesIncrease, the “Incremental Facilities”); provided that (x) after giving effect to any Incremental Facility Amendment referred to below and that, at the time that any such Incremental Facility Term Loan, Incremental Revolving Commitment Increase or Additional Revolving Commitment is made or effected, no Event of Default (orexcept, in the case of the incurrence or provision of any Incremental Facility in connection with a Limited Condition TransactionAcquisition, no Specified Event of DefaultDefault pursuant to Sections 7.01(a), (b), (h) or (i)) shall have occurred and be continuing and (y) in no event shall it be a condition to the effectiveness of, or borrowing under, any Incremental Facility that any representation or warranty of any Loan Party set forth herein be true and correct, except and solely to the extent required by the Additional Lenders providing such Incremental Facilitycontinuing. Notwithstanding anything to the contrary herein, the aggregate principal amount of the Incremental Facilities that can be incurred at any time shall not exceed the Incremental Cap at such time. Each Incremental Facility shall be in a minimum principal amount of $5,000,000 2,000,000 and integral multiples of $1,000,000 500,000 in excess thereof if such Incremental Facilities are denominated in Dollars (unless the Borrowers Borrower and the Administrative Agent otherwise agree); provided that such amount may be less than $5,000,000 2,000,000 if such amount represents all the remaining availability under the aggregate principal amount of Incremental Facilities set forth above.

Incremental Credit Extensions. (a) The Borrowers may at At any time or and from time to time on time, subject to the terms and conditions set forth herein, the Borrower may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request to add one or more occasions after tranches of term A loans (the Effective Date request “Incremental Term A Loans”) or term B loans (i) the “Incremental Term B Loans” and, together with the Incremental Term A Loans, the “Incremental Term Loans”), one or more increases in any Class of Term Loans or Incremental Term Loans (the “Incremental Term Loan Increases”), one or more additional Classes of term loans revolving credit facility tranches (each, an the “Incremental Term FacilityRevolving Facilities”), (ii) one or more additional term loans of the same Class of any existing Class of term loans (each, an “Incremental Term Increase”), (iii) one or more increases in the amount of the Revolving Commitments of any Class (each such increase, an “Incremental Revolving Commitment Increase”) and/or (iv) one or more additional Classes of Revolving Credit Commitments (the “Additional/Replacement Incremental Revolving Commitments,” and, ”; together with any the Incremental Term FacilityLoans, the Incremental Term Increase Loan Increases and the Incremental Revolving Commitment IncreasesFacilities, the “Incremental Facilities”); provided that (xi) at the time of each such request and upon the effectiveness of each Incremental Facility Amendment, no Default has occurred and is continuing or shall result therefrom, (ii) after giving Pro Forma Effect thereto (assuming that any such Incremental Revolving Facilities or Incremental Revolving Commitments are drawn in full and excluding the cash proceeds of such Incremental Facility) and after giving effect to any Incremental Facility Amendment referred to below Specified Transaction consummated in connection therewith, the Borrower is in compliance (on a Pro Forma Basis) with the Consolidated First Lien Net Leverage Ratio and at the time that any Consolidated Total Net Leverage Ratio Financial Covenants as of the end of the most recent Test Period (as if the incurrence of such Incremental Facility is made or effected, no Event had occurred on the first day of Default (or, in the case of the incurrence or provision of any Incremental Facility in connection with a Limited Condition Transaction, no Specified Event of Defaultsuch Test Period) shall have occurred and be continuing and (yiii) in no event shall it be a condition to the effectiveness of, or borrowing under, any Incremental Facility that any representation or warranty sum of any Loan Party set forth herein be true and correct, except and solely to the extent required by the Additional Lenders providing such Incremental Facility. Notwithstanding anything to the contrary herein, (A) the aggregate principal amount of the Revolving Credit Commitment, (B) the aggregate amount of the Mission Revolving Credit Commitment, (C) all Incremental Facilities that can be incurred at any time consisting of Incremental Revolving Commitments and Incremental Term A Loans, and (D) Mission Incremental Facilities consisting of Mission Incremental Revolving Commitments and Mission Incremental Term A Loans, shall not exceed the Incremental Cap at such time. Each Incremental Facility shall be in a minimum principal amount of $5,000,000 and integral multiples of $1,000,000 in excess thereof (unless the Borrowers and the Administrative Agent otherwise agree); provided that such amount may be less than $5,000,000 if such amount represents all the remaining availability under the aggregate principal amount of Incremental Facilities set forth above150,000,000.

Incremental Credit Extensions. (a) The Borrowers Borrower may at any time or from time to time on one or more occasions after the Effective Date Closing Date, by written notice delivered to the Administrative Agent, request (i) one or more additional Classes of term loans (each, an “Incremental Term Facility”), (ii) one hereunder or more additional term loans of the same Class of any existing Class of term loans hereunder (each, an the “Incremental Term IncreaseLoans”), ) and/or (iiiii) one or more increases in the amount of the Revolving Commitments of any Class hereunder (each such increase, an “Incremental Revolving Commitment Increase”) and/or (iv) one or more additional Classes of Revolving Commitments (the “Additional/Replacement Revolving Commitments,” and, together with any the Incremental Term Facility, Incremental Term Increase and the Incremental Revolving Commitment IncreasesLoans, the “Incremental Facilities”); provided that (x) after giving effect that, subject to any Incremental Facility Amendment referred to below and Section 1.06, at the time that any such Incremental Facility Term Loan or Incremental Revolving Commitment Increase is made or effectedeffected (and also immediately after giving effect thereto), (A) (x) no Default or Event of Default shall have occurred and be continuing or would result therefrom and (y) in the case of Incremental Term Loans the proceeds of which will be used to finance a Limited Condition Transaction in which an LCT Election has been made, no Event of Default under Section 7.01(a), (orb), in the case of the incurrence (h) or provision of any Incremental Facility in connection with a Limited Condition Transaction, no Specified Event of Default(i) shall have occurred and be continuing at the time that any such Incremental Term Loan is made and (yB) subject to customary “SunGard” provisions in no event the case of an Incremental Term Loan the proceeds of which shall it be used to fund a condition to Limited Condition Transaction in which an LCT Election has been made, each of the effectiveness of, or borrowing under, any Incremental Facility that any representation or warranty of representations and warranties made by any Loan Party set forth herein in Article III and in any other Loan Document shall be true and correctcorrect in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) on and as of the date of the effectiveness of any Incremental Facility Amendment with the same effect as though made on and as of such date, except and solely to the extent required by such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (or in all respects, as the Additional Lenders providing case may be) as of such Incremental Facilityearlier date. Notwithstanding anything to the contrary herein, the aggregate principal amount of the Incremental Facilities that can be incurred at any time shall not exceed the Incremental Cap at such time. Each Incremental Facility shall be in a minimum principal amount of (x) $5,000,000 and in the case of Incremental Term Loans, or (y) $2,000,000 in the case of Incremental Revolving Commitment Increases and, in either case, integral multiples of $1,000,000 500,000 in excess thereof (unless the Borrowers Borrower and the Administrative Agent otherwise agree); provided that such amount may be less than $5,000,000 either of the foregoing amounts if either such amount represents all the remaining availability under the aggregate principal amount of Incremental Facilities set forth above.

Incremental Credit Extensions. (a) The Borrowers Company may at any time or from time to time on one or more occasions after the Effective Date Closing Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (ia) one or more additional Classes tranches of term loans (each, an the “Incremental Term FacilityLoans”), ) or (ii) one or more additional term loans of the same Class of any existing Class of term loans (each, an “Incremental Term Increase”), (iiib) one or more increases in the amount of the Revolving Credit Commitments of any Class (each such increase, an a “Incremental Revolving Commitment Increase”) and/or (iv) one or more additional Classes of Revolving Commitments (the “Additional/Replacement Revolving Commitments,” and), together with any Incremental Term Facility, Incremental Term Increase and the Incremental Revolving Commitment Increases, the “Incremental Facilities”); provided that (xi) after giving effect to both at the time of any such request and upon the effectiveness of any Incremental Facility Amendment referred to below below, no Default or Event of Default shall exist and at the time that any such Incremental Facility Term Loan is made (and after giving effect thereto) no Default or effected, no Event of Default shall exist and (orii) the Company shall be in compliance with each of the covenants set forth in Section 7.11 determined on a Pro Forma Basis as of the date of such Incremental Term Loan or Revolving Commitment Increase and the last day of the most recent Test Period, in each case, as if such Incremental Term Loans or Revolving Commitment Increases, as applicable, had been outstanding on the case last day of such fiscal quarter of the incurrence or provision Company for testing compliance therewith. Each tranche of any Incremental Facility Term Loans and each Revolving Commitment Increase shall be in connection with a Limited Condition Transaction, no Specified Event of Default) shall have occurred and an aggregate principal amount that is not less than $50,000,000 (provided that such amount may be continuing and (y) in no event shall it be a condition to less than $50,000,000 if such amount represents all remaining availability under the effectiveness of, or borrowing under, any Incremental Facility that any representation or warranty of any Loan Party limit set forth herein be true and correct, except and solely to in the extent required by the Additional Lenders providing such Incremental Facilitynext sentence). Notwithstanding anything to the contrary herein, the aggregate principal amount of the Incremental Facilities that can be incurred at any time Term Loans and the Revolving Commitment Increases shall not exceed the sum of $750,000,000 and the Receivables Facility Shortfall Amount, as reduced from time to time; provided that the aggregate amount of the Revolving Commitment Increases shall not exceed $750,000,000. The Incremental Cap at Term Loans (a) shall rank pari passu in right of payment and of security with the Revolving Credit Loans and the Term Loans, (b) shall not mature earlier than the Maturity Date with respect to the Term Loans and (c) except as set forth above, shall be treated substantially the same as the Term Loans (in each case, including with respect to mandatory and voluntary prepayments), provided that (i) the terms and conditions applicable to Incremental Term Loans may be materially different from those of the Term Loans to the extent such timedifferences are reasonably acceptable to the Arrangers and (ii) the interest rates and amortization schedule applicable to the Incremental Term Loans shall be determined by the Company and the lenders thereof. Each notice from the Company pursuant to this Section shall set forth the requested amount and proposed terms of the relevant Incremental Facility Term Loans or Revolving Commitment Increases. Incremental Term Loans may be made, and Revolving Commitment Increases may be provided, by any existing Lender (and each existing Term Lender will have the right, but not an obligation, to make a portion of any Incremental Term Loan, and each existing Revolving Credit Lender will have the right to provide a portion of any Revolving Commitment Increase, in each case on terms permitted in this Section 2.15 and otherwise on terms reasonably acceptable to the Administrative Agent) or by an Additional Lender; provided that the Administrative Agent shall have consented (not to be unreasonably withheld) to such Lender’s or Additional Lender’s making such Incremental Term Loans or providing such Revolving Commitment Increases if such consent would be required under Section 10.07(b) for an assignment of Loans or Revolving Credit Commitments, as applicable, to such Lender or Additional Lender. Commitments in respect of Incremental Term Loans and Revolving Commitment Increases shall become Commitments (or in the case of a minimum principal amount of $5,000,000 and integral multiples of $1,000,000 Revolving Commitment Increase to be provided by an existing Revolving Credit Lender, an increase in excess thereof such Lender’s applicable Revolving Credit Commitment) under this Agreement pursuant to an amendment (unless an “Incremental Amendment”) to this Agreement and, as appropriate, the Borrowers other Loan Documents, executed by Holdings, the Company, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent otherwise agree); provided that Agent. The Incremental Amendment may, without the consent of any other Lenders, effect such amount amendments to this Agreement and the other Loan Documents as may be less than $5,000,000 if necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Company, to effect the provisions of this Section. The effectiveness of any Incremental Amendment shall be subject to the satisfaction on the date thereof (each, an “Incremental Facility Closing Date”) of each of the conditions set forth in Section 4.02 (it being understood that all references to “the date of such amount represents all Credit Extension” or similar language in such Section 4.02 shall be deemed to refer to the remaining availability under effective date of such Incremental Amendment) and such other conditions as the parties thereto shall agree. The Company will use the proceeds of the Incremental Term Loans and Revolving Commitment Increases for any purpose not prohibited by this Agreement. No Lender shall be obligated to provide any Incremental Term Loans or Revolving Commitment Increases, unless it so agrees. Upon each increase in the Revolving Credit Commitments pursuant to this Section, each Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Revolving Commitment Increase (each a “Revolving Commitment Increase Lender”) in respect of such increase, and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of such Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate principal amount outstanding (i) participations hereunder in Letters of Incremental Facilities set forth aboveCredit and (ii) participations hereunder in Swing Line Loans held by each Revolving Credit Lender (including each such Revolving Commitment Increase Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment and (b) if, on the date of such increase, there are any Revolving Credit Loans outstanding, such Revolving Credit Loans shall on or prior to the effectiveness of such Revolving Commitment Increase be prepaid from the proceeds of additional Revolving Credit Loans made hereunder (reflecting such increase in Revolving Credit Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.05. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence.

Incremental Credit Extensions. (a) The Borrowers may Borrower may, at any time or from time to time time, on one or more occasions after the Effective Date deliver a written request to Administrative Agent to (i) add one or more additional Classes new tranches of term facilities hereunder and/or increase the principal amount of the Term Loans or any Additional Term Loans by requesting new term loans commitments to be added to such Loans (eachany such new tranche or increase, an “Incremental Term Facility” and any loans made pursuant to an Incremental Term Facility, “Incremental Term Loans”), ) and/or (ii) add one or more additional term loans of new revolving credit facilities and/or increase the same Class of Total Revolving Credit Commitment or any existing Class of term loans (each, an “Incremental Term Increase”), (iii) one or more increases in the amount of the Additional Revolving Commitments of any Class (each such new facility or increase, an “Incremental Revolving Commitment Increase”) and/or (iv) one or more additional Classes of Revolving Commitments (the “Additional/Replacement Revolving Commitments,Facility” and, together with any Incremental Term Facility, Incremental Term Increase and the Incremental Revolving Commitment Increases, the “Incremental Facilities”); provided that and the loans thereunder, “Incremental Revolving Loans” and, together with any Incremental Term Loans, “Incremental Loans”) in an aggregate principal amount not to exceed (x) the greater of (1) $100,000,000 and (2) 85% of Consolidated Adjusted EBITDA of the Borrower, calculated on a Pro Forma Basis as of the last day of the most recently ended Test Period for which financial statements are available (the “Fixed Dollar Incremental Amount”), less (i) the aggregate principal amount of all Incremental Equivalent Debt incurred and/or issued in reliance on the Fixed Dollar Incremental Amount and (ii) the aggregate principal amount of “Incremental Loans” and “Incremental Equivalent Debt” (each as defined in the Second Lien Credit Agreement or any equivalent term under any documentation governing any Second Lien Facility), in each case, incurred and/or issued in reliance on the Fixed Dollar Incremental Amount (as defined in the Second Lien Credit Agreement (or equivalent provision under any other documentation governing any Second Lien Facility)), plus (y) the amount of any voluntary prepayments of the Term Loans, Incremental Equivalent Debt and any other Indebtedness secured by Liens on a pari passu basis with or senior to the Liens on the Collateral securing the Term Loans, voluntary prepayments or repayments of the Second Lien Facility (including any Second Lien Incremental Term Facility), Incremental Equivalent Debt (as defined in the Second Lien Credit Agreement) and any other Indebtedness secured by Liens on a pari passu basis with or senior to the Liens on the Collateral securing the Second Lien Term Loans, voluntary permanent reductions of the Revolving Credit Commitments or Incremental Revolving Facilities, the amount paid in Cash in respect of any reduction in the outstanding amount of any Term Loan (other than any Incremental Term Loan incurred in reliance on clause (z) below) resulting from any assignment of such Term Loan to (and/or purchase of such Term Loan by) the Borrower and/or any of their respective Restricted Subsidiaries, and/or application of any “yank-a-bank” provisions, in each case effected after the Closing Date (it being understood that any prepayment of Term Loans with the proceeds of substantially concurrent borrowings of long-term Indebtedness (other than Revolving Loans) or any reduction of Revolving Credit Commitments in connection with a substantially concurrent issuance of new revolving commitments shall not increase the calculation of the amount under this clause (y)) plus (z) an unlimited amount so long as, in the case of this clause (z), after giving effect to such Incremental Facility, (1) in the case of Incremental Facilities secured by a Lien on the Collateral that is on a pari passu basis with the Liens securing the Secured Obligations, the First Lien Leverage Ratio calculated on a Pro Forma Basis (but without giving effect to any Incremental Facility Amendment referred Facilities or Incremental Equivalent Debt incurred substantially concurrently therewith in reliance on the Fixed Dollar Incremental Amount) as of the last day of the most recently ended Test Period for which financial statements are available would not exceed 4.75:1.00 (or, to below and at the time that any extent such Incremental Facility is made incurred in connection with any Permitted Acquisition or effectedsimilar investment not prohibited by this Agreement, no Event the greater of Default 4.75:1.00 (orcalculated on a Pro Forma Basis) and the First Lien Leverage Ratio immediately prior to such transaction), (2) in the case of Incremental Facilities secured by a Lien on the Collateral this is on a junior basis with the Liens securing the Secured Obligations, the Senior Secured Leverage Ratio calculated on a Pro Forma Basis (but without giving effect to any Incremental Facilities or Incremental Equivalent Debt incurred substantially concurrently therewith in reliance on the Fixed Dollar Incremental Amount) as of the last day of the most recently ended Test Period for which financial statements are available, would not exceed 5.75:1.00 (or, to the extent such Incremental Facility is incurred in connection with any Permitted Acquisition or similar investment not prohibited by this Agreement, the greater of 5.75:1.00 (calculated on a Pro Forma Basis) and the Senior Secured Leverage Ratio immediately prior to such transaction) and (3) in the case of any unsecured Incremental Facilities, either (I) the Total Leverage Ratio calculated on a Pro Forma Basis (but without giving effect to any Incremental Facilities or Incremental Equivalent Debt incurred substantially concurrently therewith in reliance on the Fixed Dollar Incremental Amount) as of the last day of the most recently ended Test Period for which financial statements are available, would not exceed 6.00:1.00 (or, to the extent such Incremental Facility is incurred in connection with any Permitted Acquisition or similar investment not prohibited by this Agreement, the greater of 6.00:1.00 (calculated on a Pro Forma Basis) and the Total Leverage Ratio immediately prior to such transaction) or (II) the Interest Coverage Ratio calculated on a Pro Forma Basis as of the last day of the most recently ended Test Period for which financial statements are available, would be at least 2.00:1.00 (or, to the extent such Incremental Facility is incurred in connection with any Permitted Acquisition or similar investment not prohibited by this Agreement, the lesser of 2.00:1.00 and the Interest Coverage Ratio immediately prior to such transaction) (amounts incurred under this clause (z), the “Incremental Incurrence Amount”) (it being understood that for purposes of clause (z) of this Section 2.21(a), (A) any Incremental Revolving Facilities shall be deemed to be fully drawn, and (B) the Cash proceeds of the relevant Incremental Facility or Incremental Equivalent Debt shall be excluded in calculating the Unrestricted Cash Amount used in determining the First Lien Leverage Ratio, Senior Secured Leverage Ratio or Total Leverage Ratio, as applicable) (the amounts described in clauses (x), (y) and (z) above, the “Incremental Cap”), (it being understood that, at the election of the Borrower, (I) the Borrower shall be deemed to have used amounts under clause (z) (to the extent compliant therewith) prior to utilization of amounts under clause (x) or (y), (II) Loans may be incurred simultaneously under clauses (x), (y) and (z), and proceeds from any such incurrence may be utilized in a single transaction, at the election of the Borrower, by first calculating the incurrence or provision under clause (z) above and then calculating the incurrence under clause (x) above, (III) any portion of any Incremental Facility incurred in connection with a Limited Condition Transaction, no Specified Event of Defaultreliance on clause (x) shall have occurred and be continuing and and/or (y) in no event shall it may be a condition reclassified, as the Borrower may elect from time to the effectiveness oftime, or borrowing under, any Incremental Facility that any representation or warranty of any Loan Party set forth herein be true and correct, except and solely as incurred under clause (z) to the extent required by permitted thereunder at such time on a Pro Forma Basis) specifying the Additional Lenders providing amount so requested and (IV) the Borrower may incur Incremental Facilities without giving effect to any Revolving Loans proposed to be incurred substantially simultaneously or contemporaneously with such Incremental Facility. Notwithstanding anything to the contrary herein, the aggregate principal amount of the Incremental Facilities that can be incurred at any time shall not exceed the Incremental Cap at such time. Each Incremental Facility shall be in a minimum principal amount of $5,000,000 and integral multiples of $1,000,000 in excess thereof (unless the Borrowers and the Administrative Agent otherwise agree); provided that such amount may be less than $5,000,000 if such amount represents all the remaining availability under the aggregate principal amount of Incremental Facilities set forth above.that:

Incremental Credit Extensions. (a) The Borrowers may at any time or from time to time on one or more occasions after the Effective Date request Closing Date, by notice by the Parent Borrower to the Administrative Agent (i) one or more additional Classes whereupon the Administrative Agent shall promptly deliver a copy to each of term loans (each, an “Incremental Term Facility”the Lenders), (ii) one or more additional term loans of the same Class of any existing Class of term loans (each, an “Incremental Term Increase”), (iii) request one or more increases in the amount of the Revolving Credit Commitments of any Class (each such increase, an a “Incremental Revolving Commitment Increase”) and/or (iv) one or more additional Classes of Revolving Commitments (the “Additional/Replacement Revolving Commitments,” and, together with any Incremental Term Facility, Incremental Term Increase and the Incremental Revolving Commitment Increases, the “Incremental Facilities”); provided that (x) after giving effect to upon the effectiveness of any Incremental Facility Amendment referred to below and at the time that any such Incremental Facility is made or effectedbelow, no Default or Event of Default shall exist and each Revolving Commitment Increase shall be in an aggregate principal amount that is not less than $25,000,000 (or, provided that such amount may be less than $25,000,000 if such amount represents all remaining availability under the limit set forth in the case of the incurrence or provision of any Incremental Facility in connection with a Limited Condition Transaction, no Specified Event of Default) shall have occurred and be continuing and (y) in no event shall it be a condition to the effectiveness of, or borrowing under, any Incremental Facility that any representation or warranty of any Loan Party set forth herein be true and correct, except and solely to the extent required by the Additional Lenders providing such Incremental Facilitynext sentence). Notwithstanding anything to the contrary herein, the aggregate principal amount of the Incremental Facilities that can be incurred at any time Revolving Commitment Increases shall not exceed $100,000,000 (the “Incremental Cap at such timeAvailability”). Each notice from the Parent Borrower pursuant to this Section shall set forth the requested amount and proposed terms of the relevant Revolving Commitment Increases. Revolving Commitment Increases may be provided by any existing Lender (it being understood that no existing Lender will have an obligation to provide a portion of any Revolving Commitment Increase), in each case on terms permitted in this Section 2.14 and otherwise on terms reasonably acceptable to the Administrative Agent) or by any other bank or other financial institution (any such other bank or other financial institution being called an “Additional Lender”), provided that the Administrative Agent shall have consented (such consent not to be unreasonably withheld) to such Lender’s or Additional Lender’s providing such Revolving Commitment Increases if such consent would be required under Section 10.07(b) for an assignment of Loans or Revolving Credit Commitments, as applicable, to such Lender or Additional Lender. Commitments in respect of Revolving Commitment Increases shall become Commitments (or in the case of a Revolving Commitment Increase to be provided by an existing Lender, an increase in such Lender’s applicable Revolving Credit Commitment) under this Agreement pursuant to an amendment (an “Incremental Facility shall be in a minimum principal amount of $5,000,000 and integral multiples of $1,000,000 in excess thereof (unless Amendment”) to this Agreement and, as appropriate, the Borrowers other Loan Documents, executed by Holdings, the Borrowers, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent otherwise agree); provided that Agent. The Incremental Amendment may, without the consent of any other Lenders, effect such amount amendments to this Agreement and the other Loan Documents as may be less than $5,000,000 if necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Parent Borrower, to effect the provisions of this Section. The effectiveness of any Incremental Amendment shall be subject to the satisfaction on the date thereof (each, an “Incremental Facility Closing Date”) of each of the conditions set forth in Section 4.02 (it being understood that all references to “the date of such amount represents all Credit Extension” or similar language in such Section 4.02 shall be deemed to refer to the remaining availability under effective date of such Incremental Amendment) and such other conditions as the parties thereto shall agree. The Borrowers shall use Revolving Commitment Increases for any purpose not prohibited by this Agreement. Upon each increase in the Revolving Credit Commitments pursuant to this Section 2.14, (x) each Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Revolving Commitment Increase (each a “Revolving Commitment Increase Lender”) in respect of such increase, and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of such Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate principal amount outstanding (i) participations hereunder in Letters of Incremental Facilities set forth aboveCredit and (ii) participations hereunder in Swing Line Loans held by each Lender (including each such Revolving Commitment Increase Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Lenders represented by such Lender’s Revolving Credit Commitment and (y) if, on the date of such increase, there are any Revolving Credit Loans outstanding, such Revolving Credit Loans shall on or prior to the effectiveness of such Revolving Commitment Increase be prepaid from the proceeds of additional Revolving Credit Loans made hereunder (reflecting such increase in Revolving Credit Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.05. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence.

Incremental Credit Extensions. (a) The Borrowers Borrower may at any time or from time to time on one or more occasions after the Effective Date request Date, by notice to the Administrative Agent (i) one or more additional Classes whereupon the Administrative Agent shall promptly deliver a copy to each of term loans (each, an “Incremental Term Facility”the Lenders), (ii) request the establishment of one or more additional term loans loans, which may be of the same Class of as any existing Loans or a separate Class of term loans (each, an “Incremental Term Increase”), (iii) one or more increases in the amount of the Revolving Commitments of any Class (each such increase, an “Incremental Revolving Commitment Increase”) and/or (iv) one or more additional Classes of Revolving Commitments Loans (the “Additional/Replacement Revolving Commitments,” and, together with any Incremental Term Facility, Incremental Term Increase and the Incremental Revolving Commitment Increases, the “Incremental FacilitiesLoans”); provided that (i) (x) after giving effect if the proceeds of such Indebtedness are being used to any Incremental Facility Amendment referred to below and at the time that any such Incremental Facility is made finance a Permitted Acquisition or effectedother Investment permitted hereunder, no Event of Default under Section 10.01(a) or (or, in the case of the incurrence or provision of any Incremental Facility in connection with a Limited Condition Transaction, no Specified Event of Defaulte) shall have occurred and be continuing and or would exist after giving effect to such Indebtedness, or (y) if otherwise, no Event of Default shall have occurred at the time of the incurrence of such Incremental Loans and be continuing or would result therefrom, (ii) no Lender shall be obligated to provide any Incremental Loans as a result of any such request by the Borrower, and until such time, if any, as such Lender has agreed in no event shall it be a condition writing in its sole discretion to provide an Incremental Loan and executed and delivered to the effectiveness ofAdministrative Agent an Incremental Amendment as provided below in this Section 2.14, or borrowing under, such Lender shall not be obligated to fund any Incremental Facility Loans, and (iii) unless otherwise agreed by the Administrative Agent, each tranche of Incremental Loans shall be in an aggregate principal amount that any representation or warranty of any Loan Party is not less than $10,000,000 (provided that such amount may be less than $10,000,000 if such amount represents all remaining availability under the limit set forth herein be true and correct, except and solely to in the extent required by the Additional Lenders providing such Incremental Facilitynext sentence). Notwithstanding anything to the contrary herein, the aggregate principal amount of the Incremental Facilities that can be incurred at any time Loans shall not exceed the Maximum Incremental Cap at such timeFacilities Amount. Each Incremental Facility Loans shall be secured by the Security Documents, and guaranteed under the Guaranty, on a pari passu basis with all other Obligations secured by the Security Documents and guaranteed under the Guaranty and shall be treated substantially the same as the existing Loans (in each case, including with respect to mandatory and voluntary prepayments); provided, however, that (i) the interest rate applicable to the Incremental Loans may differ from that applicable to the Effective Date Loans or any other tranche of Incremental Loans, but, if the Effective Yield applicable to a minimum principal given tranche of Incremental Loans determined as of the initial funding date for such Incremental Loans exceeds the Effective Yield of any Effective Date Loans by more than 0.50% (the amount of $5,000,000 such excess over 0.50% being the “Yield Differential”), the Applicable Margin for such Effective Date Loans shall automatically be increased by the Yield Differential effective upon the making of the applicable Incremental Loans, (ii) the final stated maturity date for a given tranche of Incremental Loans may be later than or the same as (but not sooner than) the Initial Maturity Date, (iii) the amortization requirements for a given tranche of Incremental Loans may differ, so long as the Weighted Average Life to Maturity of such Incremental Loans is no shorter than the remaining Weighted Average Life to Maturity applicable to the then outstanding Loans (except to the extent of nominal amortization for periods where amortization has been eliminated as a result of prepayment of the applicable Loans), (iv) except as otherwise required or as permitted in clauses (i) through (iii) above, the other terms of a given tranche of Incremental Loans shall be on terms and integral multiples of $1,000,000 in excess thereof (unless pursuant to documentation substantially identical to the Borrowers and terms applicable to the Effective Date Loans or shall be reasonably satisfactory to the Administrative Agent otherwise agree)Agent; provided that such amount terms may differ with respect to (x) covenants or other provisions applicable only to periods after the Latest Maturity Date as in effect immediately prior to the making of such Incremental Loans, (y) any financial maintenance covenant to the extent such covenant is also added for the benefit of the Lenders under any applicable existing Loans, which shall not require the consent of the Administrative Agent or any Lender, and (z) the Incremental Loans may participate on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments of Loans hereunder, as specified in the applicable Incremental Amendment, and (v) the proceeds of Incremental Loans may be less than $5,000,000 if utilized by Parent, Holdings, the Borrower or any of their respective Subsidiaries for general corporate purposes. Each notice from the Borrower pursuant to this Section shall set forth the requested amount and proposed terms of the relevant Incremental Loans. Incremental Loans may be made by any existing Lender or by any other bank or other financial institution (any such amount represents all other bank or other financial institution being called an “Additional Lender”), provided that the remaining availability Administrative Agent shall have consented to such Additional Lender’s making such Incremental Loans (to the extent such consent would be required under the aggregate principal amount Section 12.04(b)) (such consent not to be unreasonably withheld or delayed). Commitments in respect of Incremental Facilities set forth aboveLoans shall become Commitments under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Credit Documents, executed by the Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Credit Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section (including, in the case of Incremental Loans structured as a separate Class, the incorporation of class voting rights that prevent Lenders from agreeing to modifications that would allocate (or reallocate) payments to the Lenders in a non-pro rata manner unless such modifications are agreed to by a majority of the Lenders holding the Loans whose payment rights are being modified). The effectiveness of any Incremental Amendment shall be subject to the satisfaction on the date thereof (each, an “Incremental Facility Effective Date”) of such conditions as the parties thereto shall agree; provided that, with respect to any Incremental Loans the Net Cash Proceeds of which all or a portion thereof are to be used to fund a Permitted Acquisition or other Investment permitted hereunder notwithstanding anything to the contrary in this Agreement, if the Lenders providing such Incremental Loans so agree, the availability thereof shall be subject to customary “SunGard” or “certain funds” conditionality. No Lender shall be obligated to provide any Incremental Loans, unless it so agrees.

Incremental Credit Extensions. (a) The Borrowers Company may at any time or from time to time on one or more occasions after the Effective Date Closing Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (i) one or more additional Classes of term loans (eachthe commitments thereof, the “Incremental Term Commitments”, the loans thereunder, the “Incremental Term Loans” and a Lender making such loans, an “Incremental Term FacilityLender”) the creation and/or one or more subsequent increases of revolving commitments (“Incremental Revolving Commitments”), (ii) one or more additional term loans of the same Class of any existing Class of term loans (each, an “Incremental Term Increase”), (iii) one or more increases in the amount of the Revolving Commitments of any Class (each such increase, an “Incremental Revolving Commitment Increase”) and/or (iv) one or more additional Classes of Revolving Commitments (the “Additional/Replacement Revolving Commitments,” and, together with any Incremental Term Facility, Incremental Term Increase and the Incremental Revolving Commitment Increases, the “Incremental Facilities”); provided that (x) after giving effect to both at the time of any such request and upon the effectiveness of any Incremental Facility Amendment referred to below and below, no Default or Event of Default shall exist at the time that any such Incremental Facility Term Loan or Incremental Revolving Commitment is made (and after giving effect thereto) no Default or effected, no Event of Default (or, in the case of the incurrence or provision of any Incremental Facility in connection with a Limited Condition Transaction, no Specified Event of Default) shall have occurred and be continuing exist and (y) in no event shall it be a condition to the effectiveness of, or borrowing under, any Incremental Facility that any representation or warranty of any Loan Party set forth herein be true and correct, except and solely to the extent required by the Additional Lenders providing such Incremental Facility. Notwithstanding anything to the contrary herein, the aggregate principal amount of Incremental Term Loans or Incremental Revolving Commitments incurred during the Incremental Facilities that can be incurred at any time term of this Agreement shall not exceed the Maximum Pari Passu Facilities Amount. Except as permitted in clauses (ii) and (iii) of Section 2.18(b) and Section 2.18(d), all terms and documentation with respect to Incremental Cap at such time. Each Term Loans or Incremental Revolving Commitments that (i) are materially more restrictive on MS Holdco and its Restricted Subsidiaries (when taken as a whole) than those with respect to any other Loans under the Facility or (ii) relate to provisions of a mechanical (including with respect to any Incremental Revolving Commitments, delayed draw facilities and currency mechanics) or administrative nature, shall be in a minimum principal amount of $5,000,000 and integral multiples of $1,000,000 in excess thereof (unless the Borrowers and reasonably satisfactory to the Administrative Agent otherwise agree); provided that such amount may be less than $5,000,000 if such amount represents all the remaining availability under the aggregate principal amount of Incremental Facilities set forth aboveAgent.

Incremental Credit Extensions. (a) The Borrowers Xxxxxxx may (and TNC or NHF may, in the case of clause (b)) at any time or from time to time on one or more occasions after the Effective Date Pushdown Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (ia) one or more additional Classes tranches of term loans (each, an the “Incremental Term FacilityLoans”), ) or (ii) one or more additional term loans of the same Class of any existing Class of term loans (each, an “Incremental Term Increase”), (iiib) one or more increases in the amount of the Revolving Credit Commitments of any Class Facility or the addition of a new Revolving Credit Facility to be provided to the Canadian Borrower (each such increaseincrease or new Revolving Credit Facility, an a “Incremental Revolving Commitment Increase”) and/or (iv) one or more additional Classes of Revolving Commitments (the “Additional/Replacement Revolving Commitments,” and), together with any Incremental Term Facility, Incremental Term Increase and the Incremental Revolving Commitment Increases, the “Incremental Facilities”); provided that (xi) after giving effect to both at the time of any such request and upon the effectiveness of any Incremental Facility Amendment referred to below below, no Default or Event of Default shall exist and at the time that any such Incremental Facility Term Loan is made (and after giving effect thereto) no Default or effected, no Event of Default shall exist and (ii) Xxxxxxx shall be in compliance with the covenants set forth in Section 7.11 determined on a Pro Forma Basis as of the date of such Incremental Term Loan or Revolving Commitment Increase and the last day of the most recently ended Test Period (or, if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended), in each case, as if such Incremental Term Loans or Revolving Commitment Increases, as applicable, had been outstanding on the last day of such fiscal quarter of Xxxxxxx for testing compliance therewith. Each tranche of Incremental Term Loans and each Revolving Commitment Increase shall be in an aggregate principal amount that is not less than $50,000,000 (provided that such amount may be less than $50,000,000 if such amount represents all remaining availability under the limit set forth in the case of the incurrence or provision of any Incremental Facility in connection with a Limited Condition Transaction, no Specified Event of Default) shall have occurred and be continuing and (y) in no event shall it be a condition to the effectiveness of, or borrowing under, any Incremental Facility that any representation or warranty of any Loan Party set forth herein be true and correct, except and solely to the extent required by the Additional Lenders providing such Incremental Facilitynext sentence). Notwithstanding anything to the contrary herein, the aggregate principal amount of the Incremental Facilities that can be incurred at any time Term Loans and the Revolving Commitment Increases (other than, for the avoidance of doubt, those established in respect of Extended Term Loans or Extended Revolving Credit Commitments pursuant to Section 2.16) shall not exceed $687,500,000. The Incremental Term Loans (a) shall rank pari passu or junior in right of payment and of security with the Revolving Credit Loans and the Term Loans, (b) shall not mature earlier than the Maturity Date with respect to the Class B Term Loans, (c) except as set forth above, shall be treated substantially the same as the Term Loans (in each case, including with respect to mandatory and voluntary prepayments) and (d) the Applicable Rate for the Incremental Cap at Term Loans shall be determined by Xxxxxxx and the applicable new Lenders; provided, however, that (i) the interest rate margins for the Incremental Term Loans shall not be greater than the highest interest rate margins that may, under any circumstances, be payable with respect to Dollar Term Loans (or Euro Term Loans if such timeIncremental Term Loans are denominated in Euros) plus 25 basis points (and the interest rate margins applicable to the Dollar Term Loans or Euro Term Loans, as applicable, shall be increased to the extent necessary to achieve the foregoing) and (ii) solely for purposes of the foregoing clause (i), the interest rate margins applicable to any Term Loans or Incremental Term Loans shall be deemed to include all upfront or similar fees or original issue discount payable generally to Lenders providing such Term Loans or such Incremental Term Loans based on an assumed three-year life to maturity), provided that (i) except as provided herein, the terms and conditions applicable to Incremental Term Loans may be materially different from those of the Term Loans to the extent such differences are reasonably acceptable to the Arrangers and (ii) the amortization schedule applicable to the Incremental Term Loans shall be determined by Xxxxxxx and the lenders thereof. Other than with respect to interest rates and related terms with respect to Loans denominated in Canadian Dollars, and other than with respect to borrowing mechanics and operational matters, the terms of any new Revolving Credit Facility to be provided to the Canadian Borrower shall be identical to those of the Revolving Credit Facilities and any collateral securing such new facility shall be shared with the Secured Parties pursuant to customary arrangements and customary limitations (including with respect to adverse tax consequences). Each notice from Xxxxxxx, TNC or NHF pursuant to this Section 2.14 shall set forth the requested amount and proposed terms of the relevant Incremental Term Loans or Revolving Commitment Increases. Incremental Term Loans may be made, and Revolving Commitment Increases may be provided, by any existing Lender (and each existing Term Lender will have the right, but not an obligation, to make a portion of any Incremental Term Loan, and each existing Revolving Credit Lender of the applicable Facility will have the right to provide a portion of any Revolving Commitment Increase, in each case on terms permitted in this Section 2.14 and otherwise on terms reasonably acceptable to the Administrative Agent) or by any other bank or other financial institution (any such other bank or other financial institution being called an “Additional Lender”), provided that the Administrative Agent shall have consented (not to be unreasonably withheld) to such Lender’s or Additional Lender’s making such Incremental Term Loans or providing such Revolving Commitment Increases if such consent would be required under Section 10.07(b) for an assignment of Loans or Revolving Credit Commitments, as applicable, to such Lender or Additional Lender. Commitments in respect of Incremental Term Loans and Revolving Commitment Increases shall become Commitments (or in the case of a minimum principal amount Revolving Commitment Increase to be provided by an existing Revolving Credit Lender (other than a Revolving Commitment Increase to be provided to the Canadian Borrower), an increase in such Lender’s applicable Revolving Credit Commitment) under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by Xxxxxxx (and, in the case of $5,000,000 and integral multiples of $1,000,000 in excess thereof (unless a Revolving Commitment Increase, any other relevant Borrowers or the Borrowers Canadian Borrower, as applicable), each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent otherwise agree); provided that Agent. The Incremental Amendment may, without the consent of any other Borrowers, Agents or Lenders, effect such amount amendments to this Agreement and the other Loan Documents as may be less than $5,000,000 if such amount represents all necessary or appropriate, in the remaining availability under the aggregate principal amount of Incremental Facilities set forth above.reasonable

Incremental Credit Extensions. (a) The Borrowers Borrower may at any time or from time to time on one or more occasions after the Effective Date Date, by written notice delivered to the Administrative Agent request (i) add one or more additional Classes of term loans (each, an “Incremental Term Facility”), (ii) one or more additional term loans of the same Class of as any existing Class of term loans (each, an “Incremental Term Facility”) and/or increase the principal amount of the Term Loans by requesting new term loan commitments to be added to such Loans (an “Incremental Term Increase”, and together with any Incremental Term Facility, the “Incremental Term Loans”), (iiiii) one or more increases in the amount of the Revolving Commitments of any Class (each such increase, an “Incremental Revolving Commitment Increase”) and/or (iviii) one or more additional Classes tranches of Revolving Commitments revolving commitments (the “Additional/Replacement Additional Revolving Commitments,” and, together with any the Incremental Term Facility, Incremental Term Increase Loans and the Incremental Revolving Commitment IncreasesIncrease, the “Incremental Facilities”); provided that (x) after giving effect to any Incremental Facility Amendment referred to below and that, at the time that any such Incremental Facility Term Loan, Incremental Revolving Commitment Increase or Additional Revolving Commitment is made or effected, no Event of Default (orexcept, in the case of the incurrence or provision of any Incremental Facility in connection with a Limited Condition TransactionAcquisition, no Specified Event of DefaultDefault pursuant to Sections 7.01(a), (b), (h) or (i)) shall have occurred and be continuing and (y) in no event shall it be a condition to the effectiveness of, or borrowing under, any Incremental Facility that any representation or warranty of any Loan Party set forth herein be true and correct, except and solely to the extent required by the Additional Lenders providing such Incremental Facilitycontinuing. Notwithstanding anything to the contrary herein, the aggregate principal amount of the Incremental Facilities that can be incurred at any time shall not exceed the Incremental Cap at such time. Each Incremental Facility shall be in a minimum principal amount of $5,000,000 2,000,000 and integral multiples of $1,000,000 500,000 in excess thereof if such Incremental Facilities are denominated in dollars (unless the Borrowers Borrower and the Administrative Agent otherwise agree); provided that such amount may be less than $5,000,000 2,000,000 if such amount represents all the remaining availability under the aggregate principal amount of Incremental Facilities set forth above.

Incremental Credit Extensions. (a) The Borrowers may Borrower Representative may, at any time or from time to time time, on one or more occasions after deliver a written request to Administrative Agent (whereupon the Effective Date request Administrative Agent shall promptly deliver a copy to each of the Lenders) to (i) add one or more additional Classes new tranches of term loans facilities and/or increase the principal amount of any Class of the Term Loans by requesting new term loansloan commitments to be added to such Loans (eachany such new tranche or increase, an “Incremental Term Facility” and any loans made pursuant to an Incremental Term Facility, “Incremental Term Loans”), ) and/or (ii) one or more additional term loans of increase the same Class of any existing Class of term loans (each, an “Incremental Term Increase”), (iii) one or more increases in the amount of the Total Revolving Commitments of any Class Credit Commitment (each such increase, an “Incremental Revolving Commitment Increase”) and/or (iv) one or more additional Classes of Revolving Commitments (the “Additional/Replacement Revolving Commitments,” and, together with any Incremental Term Facility, Incremental Term Increase and the Incremental Revolving Commitment Increases, the “Incremental Facilities”); provided that and the loans thereunder, “Incremental Revolving Loans” and, together with any Incremental Term Loans, “Incremental Loans”) in an aggregate principal amount not to exceed (x) $30,000,000from and after giving effect to any the Third Amendment Effective Date, $75,000,000 less the aggregate principal amount of all Incremental Facility Amendment referred to below and at the time that any such Incremental Facility is made or effectedEquivalent Debt, no Event of Default plus (ory) an unlimited amount so long as, in the case of this clause (y), after giving effect to such Incremental Facility, the incurrence Secured Leverage Ratio and the Total Leverage Ratio calculated on a Pro Forma Basis as of the last day of the most recently ended Test Period for which financial statements have been delivered pursuant to Section 5.01 (but excluding the Cash proceeds to the Borrowers of such Incremental Loans or provision of any Incremental Equivalent Debt) would not exceed 3.753.50 to 1.00 and 4.90 to 1.00, respectively (it being understood that for purposes of clause (y) of this Section 2.21(a), (A) any Incremental Loans and any Incremental Equivalent Debt (including any Replacement Term Loans, any loans under any Replacement Revolving Facility or any other Refinancing Indebtedness in connection with a Limited Condition Transaction, no Specified Event of Defaultrespect thereof) shall have occurred be deemed to be Consolidated Secured Debt, whether or not satisfying the requirements thereof and (B) any Incremental Revolving Commitment Increase shall be continuing deemed to be fully drawn) (the amounts described in clauses (x) and (y) in no event shall it be a condition to above, the effectiveness of“Incremental Cap”), specifying the amount requested and the Borrower or borrowing under, any Incremental Facility that any representation or warranty of any Loan Party set forth herein be true and correct, except and solely to the extent required by the Additional Lenders providing Borrowers for such Incremental Facility. Notwithstanding anything to the contrary herein, the aggregate principal amount of the Incremental Facilities that can be incurred at any time shall not exceed the Incremental Cap at such time. Each Incremental Facility shall be in a minimum principal amount of $5,000,000 and integral multiples of $1,000,000 in excess thereof (unless the Borrowers and the Administrative Agent otherwise agree); provided that such amount may be less than $5,000,000 if such amount represents all the remaining availability under the aggregate principal amount of Incremental Facilities set forth above.that:

Incremental Credit Extensions. (a) The Borrowers may at At any time or and from time to time on time, subject to the terms and conditions set forth herein, the Borrower may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request to add one or more occasions after tranches of term A loans (the Effective Date request “Incremental Term A Loans”) or term B loans (i) the “Incremental Term B Loans” and, together with the Incremental Term A Loans, the “Incremental Term Loans”), one or more increases in any Class of Term Loans or Incremental Term Loans (the “Incremental Term Loan Increases”), one or more additional Classes of term loans revolving credit facility tranches (each, an the “Incremental Term FacilityRevolving Facilities”), (ii) one or more additional term loans of the same Class of any existing Class of term loans (each, an “Incremental Term Increase”), (iii) one or more increases in the amount of the Revolving Commitments of any Class (each such increase, an “Incremental Revolving Commitment Increase”) and/or (iv) one or more additional Classes of Revolving Credit Commitments (the “Additional/Replacement Incremental Revolving Commitments,” and, ”; together with any the Incremental Term FacilityLoans, the Incremental Term Increase Loan Increases and the Incremental Revolving Commitment IncreasesFacilities, the “Incremental Facilities”); provided that (xi) at the time of each such request and upon the effectiveness of each Incremental Facility Amendment, no Default has occurred and is continuing or shall result therefrom, (ii) after giving Pro Forma Effect thereto (assuming that any such Incremental Revolving Facilities or Incremental Revolving Commitments are drawn in full and excluding the cash proceeds of such Incremental Facility) and after giving effect to any Incremental Facility Amendment referred to below Specified Transaction consummated in connection therewith, the Nexstar Borrower is in compliance (on a Pro Forma Basis) with the Consolidated First Lien Net Leverage Ratio and at the time that any Consolidated Total Net Leverage Ratio Financial Covenants as of the end of the most recent Test Period (as if the incurrence of such Incremental Facility is made or effected, no Event had occurred on the first day of Default (or, in the case of the incurrence or provision of any Incremental Facility in connection with a Limited Condition Transaction, no Specified Event of Defaultsuch Test Period) shall have occurred and be continuing and (yiii) in no event shall it be a condition to the effectiveness of, or borrowing under, any Incremental Facility that any representation or warranty sum of any Loan Party set forth herein be true and correct, except and solely to the extent required by the Additional Lenders providing such Incremental Facility. Notwithstanding anything to the contrary herein, (A) the aggregate principal amount of the Revolving Credit Commitment, (B) the aggregate amount of the Nexstar Revolving Credit Commitment, (C) all Incremental Facilities that can be incurred at any time consisting of Incremental Revolving Commitments and Incremental Term A Loans, and (D) Nexstar Incremental Facilities consisting of Nexstar Incremental Revolving Commitments and Nexstar Incremental Term A Loans, shall not exceed the Incremental Cap at such time. Each Incremental Facility shall be in a minimum principal amount of $5,000,000 and integral multiples of $1,000,000 in excess thereof (unless the Borrowers and the Administrative Agent otherwise agree); provided that such amount may be less than $5,000,000 if such amount represents all the remaining availability under the aggregate principal amount of Incremental Facilities set forth above150,000,000.

Incremental Credit Extensions. (a) The Borrowers Finance may at any time or from time to time on one or more occasions after the Effective Date Date, by written notice delivered to the Administrative Agent request (i) one or more additional Classes of term loans (each, an each a “Incremental Term Facility”), ) and/or (ii) one or more additional term loans of the same Class of any existing Class of term loans (each, an each a “Incremental Term Increase”), and the Co-Borrowers may at any time or from time to time on one or more occasions after the Effective Date, by written notice delivered to the Administrative Agent request (iiii) one or more increases in the amount of the Revolving Commitments of any Class (each such increase, an “Incremental Revolving Commitment Increase”) and/or (ivii) one or more additional Classes of Revolving Commitments (the “Additional/Replacement Revolving Commitments,” and, together with any Incremental Term Facility, Incremental Term Increase and the Incremental Revolving Commitment Increases, the “Incremental Facilities”); provided that (x) after giving effect to any Incremental Facility Amendment referred to below and at the time that any such Incremental Facility is made or effected, (x) no Event of Default (or, in the case of the incurrence or provision of any Incremental Facility in connection with a Limited Condition Transaction, no Specified Event of Default) shall have occurred and be continuing and (y) the representations and warranties set forth in no event shall it be a condition to the effectiveness ofLoan Documents (or, in the case of the incurrence or borrowing under, provision of any Incremental Facility that any representation or warranty of any Loan Party set forth herein in connection with a Limited Condition Transaction, customary specified representations and warranties and customary specified acquisition agreement representations and warranties) shall be true and correctcorrect in all material respects on and as of such date (provided that, except and solely in each case, to the extent required by the Additional Lenders providing that such Incremental Facilityrepresentations and warranties specifically refer to an earlier date, they shall be true and correct in all material respect as of such earlier date; provided further that, in each case, any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respect as of such date). Notwithstanding anything to the contrary herein, the aggregate principal 131 amount of the Incremental Facilities that can be incurred at any time shall not exceed the Incremental Cap at such time. Each Incremental Facility shall be in a minimum principal amount of $5,000,000 and integral multiples of $1,000,000 in excess thereof (unless the Co-Borrowers and the Administrative Agent otherwise agree); provided that such amount may be less than $5,000,000 if such amount represents all the remaining availability under the aggregate principal amount of Incremental Facilities set forth above.

Incremental Credit Extensions. (a) The Borrowers may at At any time or and from time to time on one or more occasions after the Effective Date Date, subject to the terms and conditions set forth herein, the Borrower may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly make available to each of the Lenders) request (i) one or more additional Classes tranches of term loans (each, an “Incremental Term Facility”), (ii) one or more additional term loans and/or increase the principal amount of the same Class of any existing Class of Term Loans by requesting new term loans loan commitments to be added to such Loans (each, an “Incremental Term Increase”), and together with any Incremental Term Facility, the “Incremental Term Loans”) or (iiiii) one or more increases in the amount of the Revolving Commitments of any Class tranche (each such increase, an “Incremental Revolving Commitment Increase”) and/or (iv) one or more additional Classes of Revolving Commitments (the “Additional/Replacement Revolving Commitments,” and, together with any the Incremental Term Facility, Incremental Term Increase and the Incremental Revolving Commitment Increases, Loans the “Incremental Facilities”); provided that that, (xi) conditions to entering into or the making of Incremental Term Loan or Incremental Revolving Commitment Increase, including as to the timing of any such condition (as between being made upon execution of an Incremental Facility Amendment (as defined below) or upon the making of any loans thereunder) shall be as agreed to between the Borrower and the relevant Additional Lenders (including the scope of any representations and warranties to be made) and (ii) after giving effect to the effectiveness of any Incremental Facility Amendment referred to below and at the time that any such Incremental Facility Term Loan or Incremental Revolving Commitment Increase is made or effected, no Default or Event of Default shall have occurred and be continuing (orprovided that, in the case of the incurrence or provision of solely with respect to any Incremental Facility Facilities incurred in connection with a Limited Condition TransactionAcquisition, no Specified Default or Event of Default) Default shall have occurred and be continuing and (y) in no event shall it be a condition to exist at the effectiveness of, or borrowing under, any Incremental Facility that any representation or warranty time of any Loan Party set forth herein be true and correct, except and solely to execution of the extent required by the Additional Lenders providing definitive documentation for such Incremental FacilityLimited Condition Acquisition). Notwithstanding anything to the contrary herein, the aggregate principal amount of the Incremental Facilities that can be incurred at any time shall not exceed the Incremental Cap at such time. Each Incremental Facility shall be in a minimum principal amount of $5,000,000 and integral multiples of $1,000,000 100,000 in excess thereof (unless the Borrowers Borrower and the Administrative Agent otherwise agree); provided that such amount may be less than $5,000,000 if such amount represents all the remaining availability under the aggregate principal amount of Incremental Facilities set forth above.

Incremental Credit Extensions. (a) The Borrowers Borrower may at any time or from time to time on one or more occasions after the Effective Date Closing Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (ia) one or more additional Classes tranches of term loans (eachor, if satisfactory to the Administrative Agent, an increase of an existing tranche (the “Incremental Term FacilityLoans”), (ii) one or more additional term loans of the same Class of any existing Class of term loans (each, an “Incremental Term Increase”), (iiib) one or more increases in the amount of the Dollar Revolving Credit Commitments (each such increase, a “Dollar Revolving Commitment Increase”) or (c) one or more increases in the amount of any Class the Alternative Currency Revolving Credit Commitments (each such increase, an “Incremental Alternative Currency Revolving Commitment Increase”) and/or (iv) one or more additional Classes of Revolving Commitments (the “Additional/Replacement Revolving Commitments,” and, together with any Incremental Term Facility, Incremental Term Increase and the Incremental Dollar Revolving Commitment IncreasesIncrease, the a “Incremental FacilitiesRevolving Commitment Increase”); provided that (xi) after giving effect to upon the effectiveness of any Incremental Facility Amendment referred to below below, no Default under Section 8.01(a) or Event of Default shall exist and (ii) at the time that any such Incremental Facility Term Loan is made or effected(and after giving effect thereto), no Default under Section 8.01(a) or Event of Default shall exist. Each tranche of Incremental Term Loans and each Revolving Commitment Increase shall be in an aggregate principal amount that is not less than a Dollar Amount of $50,000,000 (or, provided that such amount may be less than a Dollar Amount of $50,000,000 if such amount represents all remaining availability under the limit set forth in the case of the incurrence or provision of any Incremental Facility in connection with a Limited Condition Transaction, no Specified Event of Default) shall have occurred and be continuing and (y) in no event shall it be a condition to the effectiveness of, or borrowing under, any Incremental Facility that any representation or warranty of any Loan Party set forth herein be true and correct, except and solely to the extent required by the Additional Lenders providing such Incremental Facilitynext sentence). Notwithstanding anything to the contrary herein, the aggregate principal amount of the Incremental Facilities that can be incurred at any time Term Loans and the Revolving Commitment Increases shall not exceed $1,000,000,000. The Incremental Term Loans (a) shall rank pari passu in right of payment and of security with the Revolving Credit Loans and the Term B-1 Loans made on the Closing Date, (b) shall not mature earlier than the Maturity Date with respect to the Term B-1 Loans made on the Closing Date and (c) shall be treated substantially the same as the Term B-1 Loans made on the Closing Date (in each case, including with respect to mandatory and voluntary prepayments), provided that (i) the terms and conditions applicable to Incremental Term Loans may be materially different from those of such Term B-1 Loans to the extent such differences (other than interest rates and amortization schedule) are reasonably acceptable to the Administrative Agent and (ii) the interest rates and amortization schedule applicable to the Incremental Cap at Term Loans shall be determined by the Borrower and the lenders thereof; provided that the Incremental Term Loans shall not have a Weighted Average Life to Maturity shorter than that of the Term B-1 Loans made on the Closing Date (except by virtue of amortization or prepayment of such timeTerm B-1 Loans prior to the time of such incurrence). Each notice from the Borrower pursuant to this Section shall set forth the requested amount and proposed terms of the relevant Incremental Facility Term Loans or Revolving Commitment Increases. Incremental Term Loans may be made, and Revolving Commitment Increases may be provided, by any existing Lender (it being understood that no existing Term Lender will have an obligation to make a portion of any Incremental Term Loan and no existing Revolving Credit Lender will have an obligation to provide a portion of any Revolving Commitment Increase), in each case on terms permitted in this Section 2.14 and otherwise on terms reasonably acceptable to the Administrative Agent, or by any other lender (any such other lender being called an “Additional Lender”), provided that the Administrative Agent shall have consented (such consent not to be unreasonably withheld) to such Lender’s or Additional Lender’s making such Incremental Term Loans or providing such Revolving Commitment Increases if such consent would be required under Section 10.07(b) for an assignment of Loans or Revolving Credit Commitments, as applicable, to such Lender or Additional Lender. Commitments in respect of Incremental Term Loans and Revolving Commitment Increases shall become Commitments (or in the case of a minimum principal amount of $5,000,000 and integral multiples of $1,000,000 Revolving Commitment Increase to be provided by an existing Revolving Credit Lender, an increase in excess thereof such Lender’s applicable Revolving Credit Commitment) under this Agreement pursuant to an amendment (unless an “Incremental Amendment”) to this Agreement and, as appropriate, the Borrowers other Loan Documents, executed by the Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent otherwise agree); provided that Agent. The Incremental Amendment may, without the consent of any other Lenders or Loan Parties, effect such amount amendments to this Agreement and the other Loan Documents as may be less than $5,000,000 if necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section. The effectiveness of (and, in the case of any Incremental Amendment for an Incremental Term Loan, the borrowing under) any Incremental Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 (it being understood that all references to “the date of such amount represents all Credit Extension” or similar language in such Section 4.02 shall be deemed to refer to the remaining availability under effective date of such Incremental Amendment) and such other conditions as the parties thereto shall agree. The Borrower shall use the proceeds of the Incremental Term Loans and Revolving Commitment Increases for any purpose not prohibited by this Agreement. Upon each increase in (A) the Dollar Revolving Credit Commitments pursuant to this Section 2.14, (x) each Dollar Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Dollar Revolving Commitment Increase (each a “Dollar Revolving Commitment Increase Lender”), and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of such Dollar Revolving Credit Lender’s participations hereunder in outstanding Dollar Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate principal amount outstanding (i) participations hereunder in Dollar Letters of Incremental Facilities set forth aboveCredit and (ii) participations hereunder in Swing Line Loans held by each Dollar Revolving Credit Lender (including each such Dollar Revolving Commitment Increase Lender) will equal the percentage of the aggregate Dollar Revolving Credit Commitments of all Dollar Revolving Credit Lenders represented by such Dollar Revolving Credit Lender’s Revolving Credit Commitment and (y) if, on the date of such increase, there are any Dollar Revolving Credit Loans outstanding, such Dollar Revolving Credit Loans shall on or prior to the effectiveness of such Dollar Revolving Commitment Increase be prepaid from the proceeds of additional Dollar Revolving Credit Loans made hereunder (reflecting such increase in Dollar Revolving Credit Commitments), which prepayment shall be accompanied by accrued interest on the Dollar Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.05 and (B) the Alternative Currency Revolving Credit Commitments pursuant to this Section 2.14, (x) each Alternative Currency Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Alternative Currency Revolving Commitment Increase (each an “Alternative Currency Revolving Commitment Increase Lender” and, together with each Dollar Revolving Commitment Increase Lender, the “Revolving Commitment Increase Lenders”), and each such Alternative Currency Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of such Alternative Currency Revolving Credit Lender’s participations hereunder in outstanding Alternative Currency Letters of Credit such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding participations hereunder in Alternative Currency Letters of Credit held by each Alternative Currency Revolving Credit Lender (including each such Alternative Currency Revolving Commitment Increase Lender) will equal the percentage of the aggregate Alternative Currency Revolving Credit Commitments of all Alternative Currency Revolving Credit Lenders represented by such Alternative Currency Revolving Credit Lender’s Revolving Credit Commitment and (y) if, on the date of such increase, there are any Alternative Currency Revolving Credit Loans outstanding, such Alternative Currency Revolving Credit Loans shall on or prior to the effectiveness of such Alternative Currency Revolving Commitment Increase be prepaid from the proceeds of additional Alternative Currency Revolving Credit Loans made hereunder (reflecting such increase in Alternative Currency Revolving Credit Commitments), which prepayment shall be accompanied by accrued interest on the Alternative Currency Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.05. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence.

Incremental Credit Extensions. (a) The Borrowers may at At any time or and from time to time on time, subject to the terms and conditions set forth herein, the Borrower Representative may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request to add one or more occasions after tranches of term A loans (the Effective Date request “Incremental Term A Loans”) or term B loans (i) the “Incremental Term B Loans” and, together with the Incremental Term A Loans, the “Incremental Term Loans”), one or more increases in any Class of Term Loans or Incremental Term Loans (the “Incremental Term Loan Increases”), one or more additional Classes of term loans revolving credit facility tranches (each, an the “Incremental Term FacilityRevolving Facilities”), (ii) one or more additional term loans of the same Class of any existing Class of term loans (each, an “Incremental Term Increase”), (iii) one or more increases in the amount of the Revolving Commitments of any Class (each such increase, an “Incremental Revolving Commitment Increase”) and/or (iv) one or more additional Classes of Revolving Credit Commitments (the “Additional/Replacement Incremental Revolving Commitments,” and, Increases”; together with any the Incremental Term FacilityLoans, the Incremental Term Increase Loan Increases and the Incremental Revolving Commitment IncreasesFacilities, the “Incremental Facilities”); provided that after giving Pro Forma Effect thereto (xassuming that any such Incremental Revolving Facilities or Incremental Revolving Increases are drawn in full and excluding the cash proceeds of such Incremental Facility) and after giving effect to any Specified Transaction consummated in connection therewith, New Holdings is in compliance (on a Pro Forma Basis) the Financial Covenant as of the end of the most recent Test Period (as if the incurrence of such Incremental Facility Amendment referred to below had occurred on the first day of such Test Period); provided that the aggregate amount of the Incremental Term Loans, Incremental Term Loan Increases and the Incremental Revolving Credit Commitments shall not exceed the sum of (A) (x) $400,000,000, plus (B) additional amounts so long as, at the time that of issuance or incurrence thereof, the Consolidated First Lien Net Leverage Ratio, determined on a Pro Forma Basis as of the last day of the most recently ended period of eight consecutive fiscal quarters for which financial statements are internally available, as if any Incremental Term Loans, Incremental Term Loan Increases or Incremental Revolving Increases, as applicable, available under such Incremental Facility is made or effectedFacilities had been outstanding on the last day of such period, no Event of Default (orand, in the each case (x) with respect to any Incremental Revolving Credit Commitment, assuming a borrowing of the incurrence or provision maximum amount of any Incremental Facility in connection with a Limited Condition TransactionLoans available thereunder, no Specified Event of Default) shall have occurred and be continuing and (y) in no event shall it be a condition to excluding the effectiveness of, or borrowing under, any Incremental Facility that any representation or warranty cash proceeds of any Loan Party set forth herein be true and correct, except and solely to the extent required by the Additional Lenders providing such Incremental Facility. Notwithstanding anything to the contrary hereinLoans, the aggregate principal amount of the Incremental Facilities that can be incurred at any time shall does not exceed 4.00:1.00 (or, on the Incremental Cap at such time. Each Incremental Facility shall be in a minimum principal amount of $5,000,000 and integral multiples of $1,000,000 in excess thereof (unless the Borrowers and the Administrative Agent otherwise agreeAcquisition Effective Date, 5.25:1.00); provided that such amount may be less than $5,000,000 if such amount represents all the remaining availability under the aggregate principal amount of Incremental Facilities set forth above.;

Incremental Credit Extensions. (a) The Borrowers Borrower may at any time or from time to time on one or more occasions after the Effective Date Closing Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (i) one or more additional Classes tranches of term loans (each, an the “Incremental New Term FacilityLoans”), which may be of the same facility as any existing Term Loans (a “Term Loan Increase”) or a separate class of Term Loans (collectively with any Term Loan Increase, the “New Term Commitments”) or (ii) one or more additional term loans of the same Class of any existing Class of term loans (each, an “Incremental Term Increase”), (iiiA) one or more increases in the amount of the Revolving Credit Commitments of any Class (each such increase, an a “Incremental Revolving Commitment Increase”) and/or (ivB) the establishment of one or more additional Classes of new revolving credit commitments (each such new commitment, a “New Revolving Commitments (the “Additional/Replacement Revolving CommitmentsCommitment Tranche,” and, together collectively with any Incremental Term Facility, Incremental Term Increase and the Incremental Revolving Commitment IncreasesIncrease, the “Incremental FacilitiesNew Revolving Credit Commitments”); provided that (x) both immediately before and immediately after giving effect to the effectiveness of any Incremental Facility Amendment referred to below and at the time that any such Incremental Facility is made or effected, no Event of Default (or, in the case of a Permitted Acquisition or permitted Investment, on the incurrence or provision date of any Incremental Facility the execution of (x) the definitive agreement in connection with a Limited Condition Transaction, no Specified Event of Default) shall have occurred and be continuing therewith and (y) any Commitment in respect of New Term Loans or New Revolving Credit Commitments therefor), no event Event of Default shall it be a condition exist and all Specified Representations (conformed as reasonably necessary for such Investment or Permitted Acquisition to reflect at the effectiveness of, or borrowing under, any Incremental Facility that any representation or warranty option of any Loan Party set forth herein the Borrower customary “SunGard” representations) shall be true and correctcorrect in all material respects (provided that, except any such Specified Representation that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and solely correct in all respects); provided that, notwithstanding the above, with respect to any incurrence of Loans pursuant to an Incremental Amendment the extent required purpose of which is to finance a permitted Investment or Permitted Acquisition, for purposes of funding any such Loans, this condition may be waived in full or in part (subject to compliance with Section 10.01(i) hereof) by Lenders holding more than 50% of the applicable aggregate Commitments in respect of Loans to be incurred pursuant to such Incremental Amendment (other than with respect to any (I) Event of Default under Section 8.01(a) or 8.01(f) and (II) Specified Representations (conformed as reasonably necessary for such Investment or Permitted Acquisition to reflect at the option of the Borrower customary “SunGard” representations) which may only be waived with the consent of the Required Lenders). Each tranche of New Term Loans shall be in an aggregate principal amount that is not less than $10,000,000 (provided that such amount may be less than $10,000,000 if such lesser amount is approved by the Additional Lenders providing Administrative Agent or such Incremental Facilityamount represents all remaining availability under the limit set forth in the next sentence) and each New Revolving Credit Commitments shall be in an aggregate principal amount that is not less than a Dollar Amount of $5,000,000 (provided that such amount may be less than a Dollar Amount of $5,000,000 if such lesser amount is approved by the Administrative Agent or such amount represents all remaining availability under the limit set forth in the next sentence). Notwithstanding anything to the contrary herein, the aggregate principal amount of the New Term Loans, when added to the aggregate amount of New Revolving Credit Commitments and any Incremental Facilities that can be Equivalent Debt incurred at any time prior to or substantially simultaneously with the incurrence of such New Term Loans and/or New Revolving Credit Commitments, as applicable, shall not exceed the Available Incremental Cap at such time. Each Incremental Facility shall be in a minimum principal amount of $5,000,000 and integral multiples of $1,000,000 in excess thereof (unless the Borrowers and the Administrative Agent otherwise agree); provided that such amount may be less than $5,000,000 if such amount represents all the remaining availability under the aggregate principal amount of Incremental Facilities set forth aboveAmount.

Incremental Credit Extensions. (a) The Borrowers Xxxxxxx may (and TNC or NHF may, in the case of clause (b)) at any time or from time to time on one or more occasions after the Effective Date Pushdown Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (ia) one or more additional Classes tranches of term loans (each, an the “Incremental Term FacilityLoans”), ) or (ii) one or more additional term loans of the same Class of any existing Class of term loans (each, an “Incremental Term Increase”), (iiib) one or more increases in the amount of the Revolving Credit Commitments of any Class Facility or the addition of a new Revolving Credit Facility to be provided to the Canadian Borrower (each such increaseincrease or new Revolving Credit Facility, an a “Incremental Revolving Commitment Increase”) and/or (iv) one or more additional Classes of Revolving Commitments (the “Additional/Replacement Revolving Commitments,” and), together with any Incremental Term Facility, Incremental Term Increase and the Incremental Revolving Commitment Increases, the “Incremental Facilities”); provided that (xi) after giving effect to both at the time of any such request and upon the effectiveness of any Incremental Facility Amendment referred to below below, no Default or Event of Default shall exist and at the time that any such Incremental Facility Term Loan is made (and after giving effect thereto) no Default or effected, no Event of Default shall exist and (ii) Xxxxxxx shall be in compliance with the covenants set forth in Section 7.11 determined on a Pro Forma Basis as of the date of such Incremental Term Loan or Revolving Commitment Increase and the last day of the most recently ended Test Period (or, if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended), in each case, as if such Incremental Term Loans or Revolving Commitment Increases, as applicable, had been outstanding on the last day of such fiscal quarter of Xxxxxxx for testing compliance therewith. Each tranche of Incremental Term Loans and each Revolving Commitment Increase shall be in an aggregate principal amount that is not less than $50,000,000 (provided that such amount may be less than $50,000,000 if such amount represents all remaining availability under the limit set forth in the case of the incurrence or provision of any Incremental Facility in connection with a Limited Condition Transaction, no Specified Event of Default) shall have occurred and be continuing and (y) in no event shall it be a condition to the effectiveness of, or borrowing under, any Incremental Facility that any representation or warranty of any Loan Party set forth herein be true and correct, except and solely to the extent required by the Additional Lenders providing such Incremental Facilitynext sentence). Notwithstanding anything to the contrary herein, the aggregate principal amount of the Incremental Facilities that can be incurred at any time Term Loans and the Revolving Commitment Increases (other than, for the avoidance of doubt, those established in respect of Extended Term Loans or Extended Revolving Credit Commitments pursuant to Section 2.16) shall not exceed $687,500,000. The Incremental Term Loans (a) shall rank pari passu or junior in right of payment and of security with the Revolving Credit Loans and the Term Loans, (b) shall not mature earlier than the Maturity Date with respect to the Class B Term Loans, (c) except as set forth above, shall be treated substantially the same as the Term Loans (in each case, including with respect to mandatory and voluntary prepayments) and (d) the Applicable Rate for the Incremental Cap at Term Loans shall be determined by Xxxxxxx and the applicable new Lenders; provided, however, that (i) the interest rate margins for the Incremental Term Loans shall not be greater than the highest interest rate margins that may, under any circumstances, be payable with respect to Dollar Term Loans (or Euro Term Loans if such timeIncremental Term Loans are denominated in Euros) plus 25 basis points (and the interest rate margins applicable to the Dollar Term Loans or Euro Term Loans, as applicable, shall be increased to the extent necessary to achieve the foregoing) and (ii) solely for purposes of the foregoing clause (i), the interest rate margins applicable to any Term Loans or Incremental Term Loans shall be deemed to include all upfront or similar fees or original issue discount payable generally to Lenders providing such Term Loans or such Incremental Term Loans based on an assumed three-year life to maturity), provided that (i) except as provided herein, the terms and conditions applicable to Incremental Term Loans may be materially different from those of the Term Loans to the extent such differences are reasonably acceptable to the Arrangers and (ii) the amortization schedule applicable to the Incremental Term Loans shall be determined by Xxxxxxx and the lenders thereof. Other than with respect to interest rates and related terms with respect to Loans denominated in Canadian Dollars, and other than with respect to borrowing mechanics and operational matters, the terms of any new Revolving Credit Facility to be provided to the Canadian Borrower shall be identical to those of the Revolving Credit Facilities and any collateral securing such new facility shall be shared with the Secured Parties pursuant to customary arrangements and customary limitations (including with respect to adverse tax consequences). Each notice from Xxxxxxx, TNC or NHF pursuant to this Section 2.14 shall set forth the requested amount and proposed terms of the relevant Incremental Term Loans or Revolving Commitment Increases. Incremental Term Loans may be made, and Revolving Commitment Increases may be provided, by any existing Lender (and each existing Term Lender will have the right, but not an obligation, to make a portion of any Incremental Term Loan, and each existing Revolving Credit Lender of the applicable Facility will have the right to provide a portion of any Revolving Commitment Increase, in each case on terms permitted in this Section 2.14 and otherwise on terms reasonably acceptable to the Administrative Agent) or by any other bank or other financial institution (any such other bank or other financial institution being called an “Additional Lender”), provided that the Administrative Agent shall have consented (not to be unreasonably withheld) to such Lender’s or Additional Lender’s making such Incremental Term Loans or providing such Revolving Commitment Increases if such consent would be required under Section 10.07(b) for an assignment of Loans or Revolving Credit Commitments, as applicable, to such Lender or Additional Lender. Commitments in respect of Incremental Term Loans and Revolving Commitment Increases shall become Commitments (or in the case of a minimum principal amount Revolving Commitment Increase to be provided by an existing Revolving Credit Lender (other than a Revolving Commitment Increase to be provided to the Canadian Borrower), an increase in such Lender’s applicable Revolving Credit Commitment) under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by Xxxxxxx (and, in the case of $5,000,000 and integral multiples of $1,000,000 in excess thereof (unless a Revolving Commitment Increase, any other relevant Borrowers or the Borrowers Canadian Borrower, as applicable), each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent otherwise agree); provided that Agent. The Incremental Amendment may, without the consent of any other Borrowers, Agents or Lenders, effect such amount amendments to this Agreement and the other Loan Documents as may be less than $5,000,000 necessary or appropriate, in the reasonable opinion of the Administrative Agent and the applicable Borrowers (or the Canadian Borrower, as applicable), to effect the provisions of this Section 2.14. The effectiveness of any Incremental Amendment shall be subject to the satisfaction on the date thereof (each, an “Incremental Facility Closing Date”) of each of the conditions set forth in Section 4.02 (it being understood that all references to “the date of such Credit Extension” or similar language in such Section 4.02 shall be deemed to refer to the effective date of such Incremental Amendment) and such other conditions as the parties thereto shall agree. The Borrowers (or the Canadian Borrower, as applicable) will use the proceeds of the Incremental Term Loans and Revolving Commitment Increases for any purpose not prohibited by this Agreement. No Lender shall be obligated to provide any Incremental Term Loans or Revolving Commitment Increases, unless it so agrees. Upon each increase in the Revolving Credit Commitments pursuant to this Section 2.14, (a) if the increase relates to the Tranche A Revolving Credit Facility, each Tranche A Revolving Credit Lender immediately prior to such amount represents increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Revolving Commitment Increase (each a “Revolving Commitment Increase Lender”), and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed (in the case of an increase to the Tranche A Revolving Credit Facility only), a portion of such Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (i) participations hereunder in Letters of Credit and (ii) participations hereunder in Swing Line Loans held by each Tranche A Revolving Credit Lender (including each such Revolving Commitment Increase Lender) will equal the percentage of the aggregate Tranche A Revolving Credit Commitments of all Tranche A Revolving Credit Lenders represented by such Revolving Credit Lender’s Tranche A Revolving Credit Commitment and (b) if, on the remaining availability date of such increase, there are any Revolving Credit Loans under the aggregate principal amount applicable Facility outstanding, such Revolving Credit Loans shall on or prior to the effectiveness of Incremental Facilities set forth abovesuch Revolving Commitment Increase be prepaid from the proceeds of additional Revolving Credit Loans under the applicable Facility made hereunder (reflecting such increase in Revolving Credit Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.05. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence.

Incremental Credit Extensions. (a) The Borrowers Borrower may at any time or from time to time on one or more occasions after the Effective Date Closing Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (i) one or more additional Classes tranches of term loans (each, an the “Incremental Term FacilityLoans”), (ii) one or more additional term loans of the same Class of any existing Class of term loans (each, an “Incremental Term Increase”), (iii) one or more increases in the amount of the Total Revolving Commitments of any Class Commitment (each such increase, an a “Incremental Revolving Commitment Increase”) ), and/or (iviii) one or more additional Classes new tranches of Revolving Commitments revolving commitments (the “Additional/Replacement Incremental Revolving Commitments,” and”, and together with any the Incremental Term Facility, Incremental Term Increase Loans and the Incremental Revolving Commitment Increases, the “Incremental Facilities”); ) be made available under this Agreement, provided that (x) after giving effect to both at the time of any such request and upon the effectiveness of any Incremental Facility Amendment referred to below and at the time that any such Incremental Facility is made or effectedbelow, no Default or Event of Default shall exist. Each tranche of Incremental Term Loans and Incremental Revolving Commitments and each Revolving Commitment Increase shall be in an aggregate principal amount that is not less than $10,000,000 and shall be in an increment of $1,000,000 (or, provided that such amount may be less than $10,000,000 if such amount represents all remaining availability under the limit set forth in the case of the incurrence or provision of any Incremental Facility in connection with a Limited Condition Transaction, no Specified Event of Default) shall have occurred and be continuing and (y) in no event shall it be a condition to the effectiveness of, or borrowing under, any Incremental Facility that any representation or warranty of any Loan Party set forth herein be true and correct, except and solely to the extent required by the Additional Lenders providing such Incremental Facilitynext sentence). Notwithstanding anything to the contrary herein, the aggregate principal amount of the Incremental Facilities that can be incurred at any time Term Loans, Incremental Revolving Commitments and Revolving Commitment Increases shall not exceed the Incremental Cap $250,000,000 outstanding at such any time. Each Incremental Facility shall be (a) rank pari passu in a minimum principal amount right of $5,000,000 payment and integral multiples of $1,000,000 in excess thereof (unless security, if any, with the Borrowers Revolving Credit Loans and the Administrative Agent otherwise agreeother Incremental Facilities; (b) be subject to pricing and maturity agreed to by the Borrower and the Lenders providing such Incremental Facility; and (c) not be subject to any scheduled or mandatory principal amortization prior to the Maturity Date (other than customary limited amortization for institutional term loans); provided that except for pricing and maturity (as limited by the preceding paragraph (c)), the terms and conditions applicable to the Incremental Facilities will be as set forth in this Agreement unless otherwise approved by the Administrative Agent. Each notice from the Borrower pursuant to this Section 2.28 shall set forth the requested amount and proposed terms of the relevant Incremental Facility. In the case of an Incremental Term Loan Facility, the Lenders providing such amount Incremental Term Loans, with the consent of the Administrative Agent, may agree to allow the Borrower and its Subsidiaries and controlled Affiliates to become Eligible Assignees with respect to such Incremental Term Loans under circumstances, terms and conditions to be agreed at the time of incurrence but in all cases subject to Section 10.3(l). Incremental Term Loans may be less than $5,000,000 if made and Revolving Commitment Increases may be provided by any existing Lender (but no Lender will have an obligation to provide any portion of any Incremental Facility) or by any other bank or other financial institution (any such amount represents all other bank or other financial institution being called an “Incremental Lender”), provided that in the remaining availability event the Lenders are providing a Revolving Commitment Increase or Incremental Revolving Commitments, the Administrative Agent, Issuing Lender and/or Swing Line Lender, as applicable, shall have consented (not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Incremental Lender’s providing such Incremental Facility to the extent any such consent would be required under the aggregate principal amount Section 10.3 for an assignment of Loans or Revolving Credit Commitments, as applicable, to such Lender or Incremental Lender. Commitments in respect of Incremental Facilities set forth aboveshall become commitments (or in the case of a Revolving Commitment Increase to be provided by an existing Revolving Credit Lender, an increase in such Lender’s applicable Revolving Credit Commitment) under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Fundamental Documents, executed by the Borrower, each Lender agreeing to provide such commitment, each Incremental Lender, if any, and the Administrative Agent. The Incremental Amendment may, with the consent of the Borrower and the Administrative Agent, effect such amendments to this Agreement and the other Fundamental Documents (including the amendment and restatement thereof and to provide Incremental Lenders with appropriate voting and loan assignment rights and other provisions reflecting the terms of the applicable Incremental Facility) as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.28. The Borrower will use the proceeds of the Incremental Facilities for any purpose not prohibited by this Agreement. No Lender shall be obligated to provide any portion of any Incremental Facility unless it so agrees. Upon each increase in the Revolving Credit Commitments pursuant to this Section 2.28 (a) each Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Revolving Commitment Increase (each, a “Revolving Commitment Increase Lender”), and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed (in the case of an increase to the Revolving Credit Facility only), a portion of such Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (i) participations hereunder in Letters of Credit and (ii) participations hereunder in Swing Line Loans held by each Revolving Credit Lender (including each such Revolving Commitment Increase Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment and (b) if, on the date of such increase, there are any Revolving Credit Loans outstanding, such Revolving Credit Loans shall on or prior to the effectiveness of such Revolving Commitment Increase be prepaid from the proceeds of additional Revolving Credit Loans made hereunder (reflecting such increase in Revolving Credit Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 10.4. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence. Each Incremental Lender shall become party to this agreement upon acceptance by the Administrative Agent of an Incremental Lender Supplement signed by such Incremental Lender substantially in the form of Exhibit G-2.

Incremental Credit Extensions. (a) The Borrowers may at At any time or and from time to time on one time, subject to the terms and conditions set forth herein, the Borrower or more occasions after any Guarantor may, by notice to the Effective Date Administrative Agent or the Revolver Agent, as applicable (whereupon the Administrative Agent or the Revolver Agent, as applicable, shall promptly deliver a copy to each of the Lenders), request (i) to increase the amount of any Class of Initial Term Loans or add one or more additional Classes tranches of term loans (eachany such Initial Term Loans or additional tranche of term loans, an the “Incremental Term FacilityLoans”), (ii) one or more additional term loans of the same Class of any existing Class of term loans (each, an “Incremental Term Increase”), (iii) and/or one or more increases in the amount of the Revolving Credit Commitments of any Class (each such increase, an a “Incremental Revolving Credit Commitment Increase”) and/or (iv) establishment of one or more additional Classes of new revolving credit commitments (an “Additional Revolving Commitments (the “Additional/Replacement Revolving Commitments,Credit Commitment” and, together with any Revolving Credit Commitment Increases, the “Incremental Revolving Credit Commitments”; together with the Incremental Term Facility, Incremental Term Increase and the Incremental Revolving Commitment IncreasesLoans, the “Incremental Facilities”); provided that . Notwithstanding anything to contrary herein, the aggregate Dollar Equivalent amount of all Incremental Facilities (other than Refinancing Term Loans and Refinancing Revolving Credit Commitments) (determined at the time of incurrence), together with the aggregate principal amount of all Permitted Alternative Incremental Facilities Debt, shall not exceed (i) prior to the Conversion Date, $1,375,000,000 and (ii) after the Conversion Date, the greater of (y) either (I) $1,237,500,000 or (II) with the written consent of the Required Revolving Credit Lenders (and for the avoidance of doubt, without the need for the consent of any other Lender), $1,375,000,000, and (z) 50% of LTM EBITDA (such amount in clauses (i) and (ii) the “Unrestricted Incremental Amount”) plus (iii) the amount of any voluntary prepayments, redemptions, repurchases or other retirements of the Term Loans and any other Indebtedness (in the case of such other Indebtedness, to the extent such Indebtedness is (x) secured on a pari passu basis with respect to security with the Secured Obligations, (y) secured on a junior lien basis with the Secured Obligations or (z) unsecured, and so long as it was, in the case of clause (y) or (z), originally incurred under the Unrestricted Incremental Amount), payments made pursuant to Section 3.06(a) and voluntary permanent reductions of revolving commitments secured on a pari passu basis with respect to security with the Secured Obligations, which reductions are effected after the Closing Date (including pursuant to debt buy-backs made by the Borrower or any Restricted Subsidiary pursuant to “Dutch Auction” procedures and open market purchases permitted hereunder, in an amount equal to the discounted amount actually paid in respect thereof, but excluding (A) any prepayment with the proceeds of substantially concurrent borrowings of new Loans hereunder, (B) any reduction of revolving commitments in connection with a substantially concurrent issuance of new revolving commitments thereunder and (C) prepayments with the proceeds of substantially concurrent incurrence of other long term Indebtedness (other than borrowings under the Revolving Credit Facility and other revolving Indebtedness, in each case without a substantially concurrent permanent commitment reduction)) (this clause (iii), the “Voluntary Prepayment Amount”) plus (iv) unlimited additional Incremental Facilities and Permitted Alternative Incremental Facilities Debt so long as, after giving pro forma effect thereto and after giving effect to any Permitted Investment consummated in connection therewith and all other appropriate pro forma adjustments (but excluding the cash proceeds of any such Incremental Facility Amendment referred Facilities and without giving effect to below and at any amount incurred simultaneously under (x) the time that any Unrestricted Incremental Amount or the Voluntary Prepayment Amount or (y) the Revolving Credit Facility), (A) if such Incremental Facility is made secured by a Lien on the Collateral that is pari passu with the Liens securing the Initial Term Loans, the Consolidated First Lien Secured Leverage Ratio for the most recently ended Test Period does not exceed 1.35:1.00, (B) if such Incremental Facility is secured by a Lien on the Collateral that is junior to the Liens securing the Initial Term Loans, is secured by assets not constituting Collateral or effectedis unsecured, no Event of Default the Consolidated Total Leverage Ratio for the most recently ended Test Period does not exceed 4.50:1.00; provided that Incremental Facilities may be incurred pursuant to this clause (or, in the case iv) prior to utilization of the incurrence or provision Unrestricted Incremental Amount and the Voluntary Prepayment Amount and assuming for purposes of such calculation that the full committed amount of any new Incremental Facility in connection with Revolving Credit Commitments and/or any Permitted Alternative Incremental Facilities Debt constituting a Limited Condition Transactionrevolving credit commitment then being incurred shall be treated as outstanding Indebtedness (this clause (iv), no Specified Event the “Incremental Incurrence Test”); provided further that, without the written consent of Default) shall have occurred the Supermajority Revolving Credit Lenders (and be continuing and (y) in no event shall it be a condition to for the effectiveness ofavoidance of doubt, or borrowing under, any Incremental Facility that any representation or warranty without the need for the consent of any Loan Party set forth herein be true and correct, except and solely to the extent required by the Additional Lenders providing such Incremental Facility. Notwithstanding anything to the contrary hereinother Lender), the aggregate principal amount of the Incremental Facilities that can be incurred Specified Senior Indebtedness outstanding at any time shall not exceed the Incremental Cap at such timeSpecified Senior Indebtedness Cap. Each Incremental Facility shall be in a minimum an integral multiple of $1.0 million and be in an aggregate principal amount that is not less than $5.0 million in case of Incremental Term Loans or $5,000,000 and integral multiples 5.0 million in case of $1,000,000 in excess thereof (unless the Borrowers and the Administrative Agent otherwise agree); Incremental Revolving Credit Commitments, provided that such amount may be less than $5,000,000 the applicable minimum amount if such amount represents all the remaining availability under the aggregate principal amount of Incremental Facilities hereunder as set forth above.

Incremental Credit Extensions. (a) The Borrowers may at At any time or and from time to time on time, subject to the terms and conditions set forth herein, the Borrower may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request to add one or more occasions after tranches of term A loans (the Effective Date request “Incremental Term A Loans”) or term B loans (i) the “Incremental Term B Loans” and, together with the Incremental Term A Loans, the “Incremental Term Loans”), one or more increases in any Class of Term Loans or Incremental Term Loans (the “Incremental Term Loan Increases”), one or more additional Classes of term loans revolving credit facility tranches (each, an the “Incremental Term FacilityRevolving Facilities”), (ii) one or more additional term loans of the same Class of any existing Class of term loans (each, an “Incremental Term Increase”), (iii) one or more increases in the amount of the Revolving Commitments of any Class (each such increase, an “Incremental Revolving Commitment Increase”) and/or (iv) one or more additional Classes of Revolving Credit Commitments (the “Additional/Replacement Incremental Revolving Commitments,” and, ”; together with any the Incremental Term FacilityLoans, the Incremental Term Increase Loan Increases and the Incremental Revolving Commitment IncreasesFacilities, the “Incremental Facilities”); provided that (xi) at the time of each such request and upon the effectiveness of each Incremental Facility Amendment, no Default has occurred and is continuing or shall result therefrom, (ii) after giving Pro Forma Effect thereto (assuming that any such Incremental Revolving Facilities or Incremental Revolving Commitments are drawn in full and excluding the cash proceeds of such Incremental Facility) and after giving effect to any Incremental Facility Amendment referred to below Specified Transaction consummated in connection therewith, the Borrower is in compliance (on a Pro Forma Basis) with the Consolidated First Lien Net Leverage Ratio and at the time that any Consolidated Total Net Leverage Ratio Financial Covenants as of the end of the most recent Test Period (as if the incurrence of such Incremental Facility is made or effected, no Event had occurred on the first day of Default (or, in the case of the incurrence or provision of any Incremental Facility in connection with a Limited Condition Transaction, no Specified Event of Defaultsuch Test Period) shall have occurred and be continuing and (yiii) in no event shall it be a condition to the effectiveness of, or borrowing under, any Incremental Facility that any representation or warranty sum of any Loan Party set forth herein be true and correct, except and solely to the extent required by the Additional Lenders providing such Incremental Facility. Notwithstanding anything to the contrary herein, (A) the aggregate principal amount of the Revolving Credit Commitment, (B) the aggregate amount of the Mission Revolving Credit Commitment, (C) all Incremental Facilities that can be incurred at any time consisting of Incremental Revolving Commitments and Incremental Term A Loans, and (D) Mission Incremental Facilities consisting of Mission Incremental Revolving Commitments and Mission Incremental Term A Loans, shall not exceed the Incremental Cap at such time. Each Incremental Facility shall be in a minimum principal amount of $5,000,000 and integral multiples of $1,000,000 in excess thereof (unless the Borrowers and the Administrative Agent otherwise agree); provided that such amount may be less than $5,000,000 if such amount represents all the remaining availability under the aggregate principal amount of Incremental Facilities set forth above350,000,000.

Incremental Credit Extensions. (a) The Borrowers Company may at any time or from time to time on one or more occasions after the Effective Date Closing Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (ia) one or more additional Classes tranches of term loans denominated in Dollars (each, an the “Incremental U.S. Term FacilityLoans”), ) or (ii) one or more additional term loans of the same Class of any existing Class of term loans (each, an “Incremental Term Increase”), (iiib) one or more increases in the amount of the Revolving Credit Commitments of any Class on the same terms and conditions as are then applicable to the Revolving Credit Commitments (each such increase, an a “Incremental Revolving Commitment Increase”) and/or (iv) one or more additional Classes of Revolving Commitments (the “Additional/Replacement Revolving Commitments,” and, together with any Incremental Term Facility, Incremental Term Increase and the Incremental Revolving Commitment Increases, the “Incremental Facilities”); provided that (xi) after giving effect to both at the time of any such request and upon the effectiveness of any Incremental Facility U.S. Amendment referred to below below, no Default or Event of Default shall exist and at the time that any such Incremental Facility U.S. Term Loan is made or effected, any such Revolving Commitment Increase becomes effective (and after giving effect thereto) no Default or Event of Default shall exist and (orii) the Company shall be in compliance with the covenant set forth in Section 7.10 determined on a Pro Forma Basis as of the date of such Incremental U.S. Term Loan or Revolving Commitment Increase and the last day of the most recent Test Period, in each case, as if such Incremental U.S. Term Loans or Revolving Commitment Increases, as applicable, had been outstanding on the case last day of such fiscal quarter of the incurrence or provision Company for testing compliance therewith. Each tranche of any Incremental Facility U.S. Term Loans and each Revolving Commitment Increase shall be in connection with a Limited Condition Transaction, no Specified Event of Default) shall have occurred and an aggregate Dollar Amount that is not less than $50,000,000 (provided that such amount may be continuing and (y) in no event shall it be a condition to less than $50,000,000 if such amount represents all remaining availability under the effectiveness of, or borrowing under, any Incremental Facility that any representation or warranty of any Loan Party limit set forth herein be true and correct, except and solely to in the extent required by the Additional Lenders providing such Incremental Facilitynext sentence). Notwithstanding anything to the contrary herein, the aggregate principal amount Dollar Amount of the Incremental Facilities that can be incurred at any time U.S. Term Loans and the Revolving Commitment Increases shall not exceed $200,000,000. The Incremental U.S. Term Loans and any Revolving Credit Exposure under any such Revolving Commitment Increase (a) shall rank pari passu in right of payment and of security with the other Revolving Credit Exposure and the U.S. Term Loans, (b) in the case of Incremental U.S. Term Loans, shall not mature earlier than the Maturity Date with respect to the U.S. Term Loans, (c) in the case of Incremental U.S. Term Loans, shall not have a Weighted Average Life to Maturity that is shorter than the Weighted Average Life to Maturity with respect to the U.S. Term Loans, (d) in the case of Incremental U.S. Term Loans, will accrue interest at rates determined by the Company and the lenders providing such Incremental U.S. Term Loans, which rates may be higher or lower than the rates applicable to the U.S. Term Loans, and (e) in the case of Incremental U.S. Term Loans, except as set forth above, shall be treated substantially the same as, or less favorably to the lenders thereof than, the U.S. Term Loans (in each case, including with respect to mandatory and voluntary prepayments), provided that (i) the terms and conditions applicable to Incremental U.S. Term Loans may be materially different from those of the U.S. Term Loans to the extent such differences are reasonably acceptable to the Administrative Agent and (ii) subject to clauses (b), (c) and (d) above, the interest rates, maturity and amortization schedule applicable to the Incremental Cap at such timeU.S. Term Loans shall be determined by the Company and the lenders thereof. Each notice from the Company pursuant to this Section shall set forth the requested amount and proposed terms of the relevant Incremental Facility U.S. Term Loans or Revolving Commitment Increases. Incremental U.S. Term Loans may be made, and Revolving Commitment Increases may be provided, by any existing Lender or by any other bank or other financial institution (any such other bank or other financial institution being called an “Additional Lender”), in each case as designated by the Company, provided that the Administrative Agent, each L/C Issuer and the Swing Line Lender shall have consented (not to be unreasonably withheld) to such Lender’s or Additional Lender’s making such Incremental U.S. Term Loans or providing such Revolving Commitment Increases if such consent would be required under Section 10.07(b) for an assignment of Loans or Revolving Credit Commitments, as applicable, to such Lender or Additional Lender. Commitments in respect of Incremental U.S. Term Loans and Revolving Commitment Increases shall become Commitments (or in the case of a minimum principal amount of $5,000,000 and integral multiples of $1,000,000 Revolving Commitment Increase to be provided by an existing Revolving Credit Lender, an increase in excess thereof such Lender’s applicable Revolving Credit Commitment) under this Agreement pursuant to an amendment (unless an “Incremental Amendment”) to this Agreement and, as appropriate, the Borrowers other Loan Documents, executed by Holdings, the Company, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent otherwise agree); provided that Agent. The Incremental Amendment may, without the consent of any other Lenders, effect such amount amendments to this Agreement and the other Loan Documents as may be less than $5,000,000 if necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Company, to effect the provisions of this Section. The effectiveness of any Incremental Amendment shall be subject to the satisfaction on the date thereof (each, an “Incremental Facility Closing Date”) of each of the conditions set forth in Section 4.02 (it being understood that all references to “the date of such amount represents all Credit Extension” or similar language in such Section 4.02 shall be deemed to refer to the remaining availability under effective date of such Incremental Amendment) and such other conditions as the parties thereto shall agree. The Company will use the proceeds of the Incremental U.S. Term Loans and Revolving Commitment Increases for any purpose not prohibited by this Agreement. No Lender shall be obligated to provide any Incremental U.S. Term Loans or Revolving Commitment Increases unless it so agrees. Upon each increase in the Revolving Credit Commitments pursuant to this Section, each Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Revolving Commitment Increase (each a “Revolving Commitment Increase Lender”) in respect of such increase, and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of such Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate principal amount outstanding (i) participations hereunder in Letters of Incremental Facilities set forth aboveCredit and (ii) participations hereunder in Swing Line Loans held by each Revolving Credit Lender (including each such Revolving Commitment Increase Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment and (b) if, on the date of such increase, there are any Revolving Credit Loans outstanding, such Revolving Credit Loans shall on or prior to the effectiveness of such Revolving Commitment Increase be prepaid from the proceeds of additional Revolving Credit Loans made hereunder (reflecting such increase in Revolving Credit Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.05. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence.

Incremental Credit Extensions. (a) The Borrowers may Borrower Representative may, at any time or from time to time time, on one or more occasions after deliver a written request to Administrative Agent (whereupon the Effective Date request Administrative Agent shall promptly deliver a copy to each of the Lenders) to (i) add one or more additional Classes new tranches of term facilities and/or increase the principal amount of the Term Loans by requesting new term loans commitments to be added to such Loans (eachany such new tranche or increase, an “Incremental Term Facility” and any loans made pursuant to an Incremental Term Facility, “Incremental Term Loans”), ) and/or (ii) one or more additional term loans of increase the same Class of any existing Class of term loans (each, an “Incremental Term Increase”), (iii) one or more increases in the amount of the Total Revolving Commitments of any Class Credit Commitment (each such increase, an “Incremental Revolving Commitment Increase”) and/or (iv) one or more additional Classes of Revolving Commitments (the “Additional/Replacement Revolving Commitments,” and, together with any Incremental Term Facility, Incremental Term Increase and the Incremental Revolving Commitment Increases, the “Incremental Facilities”); provided that and the loans thereunder, “Incremental Revolving Loans” and, together with any Incremental Term Loans, “Incremental Loans”) in an aggregate principal amount not to exceed (x) after giving effect to any $30,000,000 less the aggregate principal amount of all Incremental Facility Amendment referred to below and at the time that any such Incremental Facility is made or effectedEquivalent Debt, no Event of Default plus (ory) an unlimited amount so long as, in the case of this clause (y), after giving effect to such Incremental Facility, the incurrence Secured Leverage Ratio and the Total Leverage Ratio calculated on a Pro Forma Basis as of the last day of the most recently ended Test Period for which financial statements have been delivered pursuant to Section 5.01 (but excluding the Cash proceeds to the Borrowers of such Incremental Loans or provision of any Incremental Equivalent Debt) would not exceed 3.75 to 1.00 and 4.90 to 1.00, respectively (it being understood that for purposes of clause (y) of this Section 2.21(a), (A) any Incremental Loans and any Incremental Equivalent Debt (including any Replacement Term Loans, any loans under any Replacement Revolving Facility or any other Refinancing Indebtedness in connection with a Limited Condition Transaction, no Specified Event of Defaultrespect thereof) shall have occurred be deemed to be Consolidated Secured Debt, whether or not satisfying the requirements thereof and (B) any Incremental Revolving Commitment Increase shall be continuing deemed to be fully drawn) (the amounts described in clauses (x) and (y) in no event shall it be a condition to above, the effectiveness of“Incremental Cap”), specifying the amount requested and the Borrower or borrowing under, any Incremental Facility that any representation or warranty of any Loan Party set forth herein be true and correct, except and solely to the extent required by the Additional Lenders providing Borrowers for such Incremental Facility. Notwithstanding anything to the contrary herein, the aggregate principal amount of the Incremental Facilities that can be incurred at any time shall not exceed the Incremental Cap at such time. Each Incremental Facility shall be in a minimum principal amount of $5,000,000 and integral multiples of $1,000,000 in excess thereof (unless the Borrowers and the Administrative Agent otherwise agree); provided that such amount may be less than $5,000,000 if such amount represents all the remaining availability under the aggregate principal amount of Incremental Facilities set forth above.that:

Incremental Credit Extensions. (a) The Borrowers Borrower may at any time or from time to time on one or more occasions after the Effective Date Closing Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (ia) one or more additional Classes additions of incremental term loans, in each case which may constitute a separate tranche of term loans or, if the same as any existing tranche of term loans, constitute part of such existing tranche (each, an the “Incremental Term FacilityLoans”), or (ii) one or more additional term loans of the same Class of any existing Class of term loans (each, an “Incremental Term Increase”), (iiib) one or more increases in the amount of the Revolving Credit Commitments of any Class (each such increase, an a “Incremental Revolving Commitment Increase”) and/or (iv) one or more additional Classes of Revolving Commitments (the “Additional/Replacement Revolving Commitments,” and, and together with any Incremental Term FacilityLoans, Incremental Term Increase and the Incremental Revolving Commitment Increases, the a “Incremental FacilitiesCredit Increase”); , provided that (xi) after giving effect to any Incremental Facility Amendment referred to below and at the time that any Revolving Commitment Increase is effective (and after giving effect thereto), no Default or Event of Default shall exist, (ii) at the time that any Incremental Term Loan is made (and after giving effect thereto) no Default or Event of Default shall exist (except that, if the proceeds of such Incremental Facility is made Term Loan are to be used to finance an Acquisition by the Borrower or effectedany other Loan Party permitted under this Agreement, no Event of Default under Section 8.01(a), (orf) or (g) shall exist), in (iii) on the case date of the incurrence or provision effectiveness of any Revolving Commitment Increase and on the date of the making of any Incremental Facility in connection with a Limited Condition TransactionTerm Loans, no Specified Event the representations and warranties of Default) shall have occurred and be continuing and (y) in no event shall it be a condition to the effectiveness of, or borrowing under, any Incremental Facility that any representation or warranty of any Loan Party Parties set forth herein in the Loan Documents shall be true and correct; provided that, except if the proceeds of such Incremental Term Loan are used to finance an Acquisition by the Borrower or any Restricted Subsidiary permitted by this Agreement, (A) only the Specified Representations shall be required to be true and solely correct under this clause (iii) on such date and (B) neither the Borrower nor any Affiliate of the Borrower shall have the right to terminate its obligations under the acquisition agreement related to such Acquisition or to otherwise decline to consummate such Acquisition, in each case as a result of the breach of the representations made in such agreement by or with respect to the extent required by the Additional Lenders providing subject of such Incremental Facility. Notwithstanding anything Acquisition that are material to the contrary hereininterests of the Lenders and (iv) the Borrower and the other Loan Parties shall deliver such legal opinions, instruments and other documents related to such Credit Increase as the Administrative Agent shall reasonably request. Each Credit Increase shall be in an aggregate principal amount of the Incremental Facilities that can be incurred at any time shall is not exceed the Incremental Cap at such time. Each Incremental Facility shall be in a minimum principal amount of less than $5,000,000 and integral multiples of $1,000,000 in excess thereof (unless the Borrowers and the Administrative Agent otherwise agree); provided that such amount may be less than $5,000,000 if such amount represents all the remaining availability under the limits set forth in the next two sentences). Notwithstanding anything to the contrary herein, the aggregate amount of Revolving Commitment Increases shall not exceed $200 million. Notwithstanding anything to the contrary herein, the aggregate amount of Incremental Term Loans shall not exceed (x) the sum of (a) $200 million plus (b) the amount of all voluntary prepayments applied to the principal amount of the Term Loans (the “Term Loan Free and Clear Basket”); provided that the Term Loan Free and Clear Basket shall be reduced by the aggregate principal amount of all Incremental Facilities set forth aboveEquivalent Notes issued in reliance on clause (a)(x) to the proviso in the definition thereof; plus (y) an unlimited amount so long as on the date of incurrence thereof, the Borrower is in compliance on a Pro Forma Basis as of the last day of the most recent fiscal quarter for which a Compliance Certificate has been delivered pursuant to Section 6.02(a) with a Consolidated Leverage Ratio of no greater than 4.00:1.00.

Incremental Credit Extensions. (a) The Borrowers Borrower may at any time or from time to time on one or more occasions after the Effective Date Closing Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (ia) one or more additional Classes tranches of term loans (each, an the “Incremental Term FacilityLoans”), (ii) one or more additional term loans of the same Class of any existing Class of term loans (each, an “Incremental Term Increase”), (iiib) one or more increases in the amount of the Dollar Revolving Credit Commitments (each such increase, a “Dollar Revolving Commitment Increase”) or (c) one or more increases in the amount of any Class the Alternative Currency Revolving Credit Commitments (each such increase, an “Incremental Alternative Currency Revolving Commitment Increase”) and/or (iv) one or more additional Classes of Revolving Commitments (the “Additional/Replacement Revolving Commitments,” and, together with any Incremental Term Facility, Incremental Term Increase and the Incremental Dollar Revolving Commitment IncreasesIncrease, the a “Incremental FacilitiesRevolving Commitment Increase”); provided that (xi) upon the effectiveness of any Incremental Amendment referred to below, no Default or Event of Default shall exist and (ii) at the time when any such Incremental Term Loan is made (and after giving effect to any Incremental Facility Amendment referred to below and at the time that any such Incremental Facility is made or effectedthereto), no Default or Event of Default shall exist. Each tranche of Incremental Term Loans and each Revolving Commitment Increase shall be in an aggregate principal amount that is not less than a Dollar Amount of $25,000,000 (or, provided that such amount may be less than a Dollar Amount of $25,000,000 if such amount represents all remaining availability under the limit set forth in the case of the incurrence or provision of any Incremental Facility in connection with a Limited Condition Transaction, no Specified Event of Default) shall have occurred and be continuing and (y) in no event shall it be a condition to the effectiveness of, or borrowing under, any Incremental Facility that any representation or warranty of any Loan Party set forth herein be true and correct, except and solely to the extent required by the Additional Lenders providing such Incremental Facilitynext sentence). Notwithstanding anything to the contrary herein, the aggregate principal amount of the Incremental Facilities that can be incurred at any time Term Loans and the Revolving Commitment Increases shall not exceed the amount of additional Incremental Cap at Term Loans and Revolving Commitment Increases such timethat the Senior Secured Leverage Ratio for the Test Period immediately preceding the incurrence of such Indebtedness is less than or equal to 4.50 to 1.00 (calculated on a Pro Forma Basis) (the “Incremental Availability”). The Incremental Term Loans (a) shall rank pari passu in right of payment and of security with the Revolving Credit Loans and the Term Loans, (b) shall not mature earlier than the Maturity Date with respect to the Term Loans and (c) shall be treated substantially the same as the Term Loans (in each case, including with respect to mandatory and voluntary prepayments), provided that (i) the terms and conditions applicable to Incremental Term Loans may be materially different from those of the Term Loans to the extent such differences (other than interest rates and amortization schedule) are reasonably acceptable to the Administrative Agent and (ii) the interest rates and amortization schedule applicable to the Incremental Term Loans shall be determined by the Borrower and the lenders thereof; provided that the Incremental Term Loans shall not have a Weighted Average Life to Maturity shorter than that of the Term Loans. Each notice from the Borrower pursuant to this Section shall set forth the requested amount and proposed terms of the relevant Incremental Facility Term Loans or Revolving Commitment Increases. Incremental Term Loans may be made, and Revolving Commitment Increases may be provided, by any existing Lender (it being understood that no existing Term Lender will have an obligation to make a portion of any Incremental Term Loan and no existing Revolving Credit Lender will have an obligation to provide a portion of any Revolving Commitment Increase), in each case on terms permitted in this Section 2.14 and otherwise on terms reasonably acceptable to the Administrative Agent) or by any other bank or other financial institution (any such other bank or other financial institution being called an “Additional Lender”), provided that the Administrative Agent shall have consented (such consent not to be unreasonably withheld) to such Lender’s or Additional Lender’s making such Incremental Term Loans or providing such Revolving Commitment Increases if such consent would be required under Section 10.07(b) for an assignment of Loans or Revolving Credit Commitments, as applicable, to such Lender or Additional Lender. Commitments in respect of Incremental Term Loans and Revolving Commitment Increases shall become Commitments (or in the case of a minimum principal amount of $5,000,000 and integral multiples of $1,000,000 Revolving Commitment Increase to be provided by an existing Revolving Credit Lender, an increase in excess thereof such Lender’s applicable Revolving Credit Commitment) under this Agreement pursuant to an amendment (unless an “Incremental Amendment”) to this Agreement and, as appropriate, the Borrowers other Loan Documents, executed by Holdings, the Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent otherwise agree); provided that Agent. The Incremental Amendment may, without the consent of any other Lenders, effect such amount amendments to this Agreement and the other Loan Documents as may be less than $5,000,000 if necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section. The effectiveness of (and, in the case of any Incremental Amendment for an Incremental Term Loan, the borrowing under) any Incremental Amendment shall be subject to the satisfaction on the date thereof (each, an “Incremental Facility Closing Date”) of each of the conditions set forth in Section 4.02 (it being understood that all references to “the date of such amount represents all Credit Extension” or similar language in such Section 4.02 shall be deemed to refer to the remaining availability under effective date of such Incremental Amendment) and such other conditions as the parties thereto shall agree. The Borrower shall use the proceeds of the Incremental Term Loans and Revolving Commitment Increases for any purpose not prohibited by this Agreement. Upon each increase in (A) the Dollar Revolving Credit Commitments pursuant to Section 2.14, (x) each Dollar Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Dollar Revolving Commitment Increase (each a “Dollar Revolving Commitment Increase Lender”) in respect of such increase, and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of such Dollar Revolving Credit Lender’s participations hereunder in outstanding Dollar Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate principal amount outstanding (i) participations hereunder in Dollar Letters of Incremental Facilities set forth aboveCredit and (ii) participations hereunder in Swing Line Loans held by each Dollar Revolving Credit Lender (including each such Dollar Revolving Commitment Increase Lender) will equal the percentage of the aggregate Dollar Revolving Credit Commitments of all Dollar Revolving Credit Lenders represented by such Dollar Revolving Credit Lender’s Revolving Credit Commitment and (y) if, on the date of such increase, there are any Dollar Revolving Credit Loans outstanding, such Dollar Revolving Credit Loans shall on or prior to the effectiveness of such Dollar Revolving Commitment Increase be prepaid from the proceeds of additional Dollar Revolving Credit Loans made hereunder (reflecting such increase in Dollar Revolving Credit Commitments), which prepayment shall be accompanied by accrued interest on the Dollar Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.05 and (B) the Alternative Currency Revolving Credit Commitments pursuant to this Section 2.14, (x) each Alternative Currency Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Alternative Currency Revolving Commitment Increase (each an “Alternative Currency Revolving Commitment Increase Lender” and, together with each Dollar Revolving Commitment Increase Lender, the “Revolving Commitment Increase Lenders”) in respect of such increase, and each such Alternative Currency Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of such Alternative Currency Revolving Credit Lender’s participations hereunder in outstanding Alternative Currency Letters of Credit such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding participations hereunder in Alternative Currency Letters of Credit held by each Alternative Currency Revolving Credit Lender (including each such Alternative Currency Revolving Commitment Increase Lender) will equal the percentage of the aggregate Alternative Currency Revolving Credit Commitments of all Alternative Currency Revolving Credit Lenders represented by such Alternative Currency Revolving Credit Lender’s Revolving Credit Commitment and (y) if, on the date of such increase, there are any Alternative Currency Revolving Credit Loans outstanding, such Alternative Currency Revolving Credit Loans shall on or prior to the effectiveness of such Alternative Currency Revolving Commitment Increase be prepaid from the proceeds of additional Alternative Currency Revolving Credit Loans made hereunder (reflecting such increase in Alternative Currency Revolving Credit Commitments), which prepayment shall be accompanied by accrued interest on the Alternative Currency Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.05. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence.

Incremental Credit Extensions. (a) The Borrowers Borrower may at any time or from time to time on one or more occasions after the Effective Date Date, by written notice delivered to the Administrative Agent request (i) add one or more additional Classes of term loans (each, an “Incremental Term Facility”), (ii) one or more additional term loans of the same Class of as any existing Class of term loans (each, an “Incremental Term Facility”) and/or increase the principal amount of the Term Loans by requesting new term loan commitments to be added to such Loans (an “Incremental Term Increase”, and together with any Incremental Term Facility, the “Incremental Term Loans”), (iiiii) one or more increases in the amount of the Revolving Commitments of any Class (each such increase, an “Incremental Revolving Commitment Increase”) and/or (iviii) one or more additional Classes tranches of Revolving Commitments revolving commitments (the “Additional/Replacement Additional Revolving Commitments,” and, together with any the Incremental Term Facility, Incremental Term Increase Loans and the Incremental Revolving Commitment IncreasesIncrease, the “Incremental Facilities”); provided that (x) after giving effect to any Incremental Facility Amendment referred to below and that, at the time that any such Incremental Facility Term Loan, Incremental Revolving Commitment Increase or Additional Revolving Commitment is made or effected, no Event of Default (orexcept, in the case of the incurrence or provision of any Incremental Facility in connection with a Limited Condition TransactionAcquisition, no Specified Event of DefaultDefault pursuant to Sections 7.01(a), (b), (h) or (i)) shall have occurred and be continuing and (y) in no event shall it be a condition to the effectiveness of, or borrowing under, any Incremental Facility that any representation or warranty of any Loan Party set forth herein be true and correct, except and solely to the extent required by the Additional Lenders providing such Incremental Facilitycontinuing. Notwithstanding anything to the contrary herein, the aggregate principal amount of the Incremental Facilities that can be incurred at any time shall not exceed the Incremental Cap at such time. Each Incremental Facility shall be in a minimum principal amount of $5,000,000 2,000,000 and integral multiples of $1,000,000 500,000 in excess thereof if such Incremental Facilities are denominated in dollars (unless the Borrowers Borrower and the Administrative Agent otherwise agree); provided that such amount may be less than $5,000,000 2,000,000 if such amount represents all the remaining availability under the aggregate principal amount of Incremental Facilities set forth above.. (b) (i) The Incremental Term Loans (a) shall rank equal in right of payment with the Term Loans, shall be secured only by the Collateral securing the Secured Obligations, shall be secured by the Collateral on a pari passu basis with the Credit Facilities, and shall not be guaranteed by any Person which is not a Loan Party, (b) shall not mature earlier than the Term Maturity Date with respect to the Initial Term Loans (except in the case of bridge loans the terms of which provide for an automatic extension of the maturity date thereof, subject to customary conditions, to a date that is not earlier than the Term Maturity Date respect to the Initial Term Loans), (c) shall not have a shorter Weighted Average Life to Maturity (except in the case of bridge loans the terms of which provide for an automatic extension of the maturity date thereof, subject to customary conditions, to a date that is not earlier than the Term Maturity Date applicable to the then-existing Term Loans) than the remaining Term Loans, (d) shall have a maturity date (subject to clause (b)), an amortization schedule (subject to clause (c)), and interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and prepayment terms and premiums for the Incremental Term Loans as determined by the Borrower and the Additional Term Lenders thereunder; provided that in the event that the Effective Yield for any Incremental Term Loans that are secured by the Collateral on a pari passu basis with the Secured Obligations and incurred on or prior to the date that is eighteen months after the Effective Date is greater than the Effective Yield for any Class of Term Loans by more than the MFN Cushion, then the Effective Yield for each such Class of Term Loans shall be increased to the extent necessary so that the Effective Yield for each such Class of Term Loans are equal to the Effective Yield for the Incremental Term Loans minus the MFN Cushion (provided that the “LIBOR floor” applicable to the outstanding Term Loans shall be increased to an amount not to exceed the “LIBOR floor” applicable to such Incremental Term Loans prior to any increase in the Applicable Rate applicable to such Term Loans then outstanding) (any required adjustment to the Effective Yield described in this clause (d) shall be referred to herein as an “MFN Adjustment”), (e) other than with respect to Credit Agreement Refinancing Indebtedness shall not participate on a greater than pro rata basis than the Initial Term Loans with respect to any mandatory prepayment (other than any scheduled amortization payment) provided that the Borrower and the lenders providing the relevant Incremental Term Loans shall be permitted, in

Incremental Credit Extensions. (a) The Borrowers Company may at any time or from time to time on one or more occasions after the ClosingAmendment No. 1 Effective Date Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (i) one or more additional Classes of term loans (eachthe commitments thereof, the “Incremental Term Commitments”, the loans thereunder, the “Incremental Term Loans” and a Lender making such loans, an “Incremental Term FacilityLender”) the creation and/or one or more subsequent increases of revolving commitments (“Incremental Revolving Commitments”), (ii) one or more additional term loans of the same Class of any existing Class of term loans (each, an “Incremental Term Increase”), (iii) one or more increases in the amount of the Revolving Commitments of any Class (each such increase, an “Incremental Revolving Commitment Increase”) and/or (iv) one or more additional Classes of Revolving Commitments (the “Additional/Replacement Revolving Commitments,” and, together with any Incremental Term Facility, Incremental Term Increase and the Incremental Revolving Commitment Increases, the “Incremental Facilities”); provided that (x) after giving effect to both at the time of any such request and upon the effectiveness of any Incremental Facility Amendment referred to below and below, no Default or Event of Default shall exist at the time that any such Incremental Facility Term Loan or Incremental Revolving Commitment is made (and after giving effect thereto) no Default or effected, no Event of Default (or, in the case of the incurrence or provision of any Incremental Facility in connection with a Limited Condition Transaction, no Specified Event of Default) shall have occurred and be continuing exist and (y) in no event shall it be a condition to the effectiveness of, or borrowing under, any Incremental Facility that any representation or warranty of any Loan Party set forth herein be true and correct, except and solely to the extent required by the Additional Lenders providing such Incremental Facility. Notwithstanding anything to the contrary herein, the aggregate principal amount of Incremental Term Loans or Incremental Revolving Commitments incurred during the Incremental Facilities that can be incurred at any time term of this Agreement shall not exceed the Maximum Pari Passu Facilities Amount. Except as permitted in clauses (ii) and (iii) of Section 2.18(b) and Section 2.18(d), all terms and documentation with respect to Incremental Cap at such time. Each Term Loans or Incremental Revolving Commitments that (i) are materially more restrictive on MS Holdco and its Restricted Subsidiaries (when taken as a whole) than those with respect to any other Loans under the Facility or (ii) relate to provisions of a mechanical (including with respect to any Incremental Revolving Commitments, delayed draw facilities and currency mechanics) or administrative nature, shall be in a minimum principal amount of $5,000,000 and integral multiples of $1,000,000 in excess thereof (unless the Borrowers and reasonably satisfactory to the Administrative Agent otherwise agree); provided that such amount may be less than $5,000,000 if such amount represents all the remaining availability under the aggregate principal amount of Incremental Facilities set forth aboveAgent.

Incremental Credit Extensions. (a) The Borrowers Borrower may at any time or from time to time on one or more occasions after the Restatement Effective Date Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (ia) one or more additional Classes of term loans (each, an “Incremental Term Facility”), (ii) one or more additional term loans of new commitments which may be in the same Facility as any outstanding Term Loans of an existing Class of any existing Term Loans (a “Term Loan Increase”) or a new Class of term loans (eachcollectively with any Term Loan Increase, an the “Incremental Term IncreaseCommitments” and the loans thereunder, the “Incremental Term Loans”), ) and/or (iiib) one or more increases in the amount of the Revolving Credit Commitments of any Class (each such increase, an a “Incremental Revolving Commitment Increase”) and/or (iv) or the establishment of one or more additional Classes of Revolving Commitments new revolving credit commitments (the “Additional/Replacement Revolving Commitments,” andany such new commitments, together collectively with any Incremental Term Facility, Incremental Term Increase and the Incremental Revolving Commitment Increases, the “Incremental FacilitiesRevolving Credit Commitments” and the loans thereunder, the “Incremental Revolving Credit Loans”; the Incremental Revolving Credit Commitments, collectively with any Incremental Term Commitments, the “Incremental Commitments”); , provided that (x) after giving effect to both at the time of any such request and upon the effectiveness of any Incremental Facility Amendment referred to below below, no Event of Default shall exist and at the time that any such Incremental Facility is Commitments are made (and after giving effect thereto) (provided, however, that if the proceeds of such Incremental Commitments are used to finance a Permitted Acquisition or effectedother similar Investment permitted by this Agreement (and costs reasonably related thereto), no this condition, other than with respect to an Event of Default (orunder Section 8.01(a) or 8.01(f), may be waived or modified in the case of the incurrence or provision of any Incremental Facility in connection with a Limited Condition Transaction, no Specified Event of Default) shall have occurred and be continuing and (y) in no event shall it be a condition to the effectiveness of, or borrowing under, any Incremental Facility that any representation or warranty of any Loan Party set forth herein be true and correct, except and solely to the extent required scope by the Additional Lenders providing such Incremental FacilityCommitments). Notwithstanding anything to the contrary herein, the Each Incremental Term Commitment shall be in an aggregate principal amount of the Incremental Facilities that can be incurred at any time shall is not exceed the Incremental Cap at such time. Each Incremental Facility less than $20,000,000 and shall be in a minimum an increment of $1,000,000 (provided that such amount may be less than $20,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence) and each Incremental Revolving Credit Commitment shall be in an aggregate principal amount of that is not less than $5,000,000 and integral multiples shall be in an increment of $1,000,000 in excess thereof (unless the Borrowers and the Administrative Agent otherwise agree); provided that such amount may be less than $5,000,000 if such amount represents all the remaining availability under the limit set forth in the next sentence). Notwithstanding anything to the contrary herein, the aggregate principal amount of the Incremental Facilities Term Commitments and the Incremental Revolving Credit Commitments shall not exceed the sum of (1) $415,000,000 minus the aggregate amount of Indebtedness incurred pursuant to Section 7.03(w) or 7.03(aa)(i), (2) all voluntary prepayments of Term Loans and (to the extent coupled with a permanent reduction of the Revolving Credit Commitments) of Revolving Credit Loans prior to such time and (3) additional amounts so long as the First Lien Leverage Ratio, determined on a Pro Forma Basis as of the last day of the most recently ended period of four consecutive fiscal quarters for which financial statements are internally available, as if any Incremental Term Loans and Incremental Revolving Credit Commitments, as applicable, available under such Incremental Commitments had been outstanding on the last day of such period, and, in each case (x) with respect to any Incremental Revolving Credit Commitments, assuming a borrowing of the maximum amount of Loans available thereunder, and (y) without netting the cash proceeds of any such Incremental Loans, does not exceed 4.50:1.00; provided that for purposes of this clause (3), in the case of any Incremental Commitment effected in connection with any Permitted Acquisition or other similar Investment permitted by this Agreement, the Borrower may elect in writing to the Administrative Agent to calculate the First Lien Leverage Ratio on a Pro Forma Basis described herein at the time the definitive documentation of such Permitted Acquisition or other similar Investment is entered into by the Borrower or any of its Restricted Subsidiaries. The Incremental Term Loans (a) shall rank pari passu in right of payment and of security with the Revolving Credit Loans and the Term Loans, (b) shall not mature earlier than the Latest Term Loan Maturity Date with respect to the Term Loans and (c) shall be treated substantially the same as the Term Loans (in each case, including with respect to mandatory and voluntary prepayments), provided that (i) the terms and conditions applicable to Incremental Term Loans may be materially different from those of the Term Loans to the extent such differences are reasonably acceptable to the Administrative Agent and (ii) the interest rates and amortization schedule applicable to the Incremental Term Loans shall be determined by the Borrower and the lenders thereof; provided, further, that, as of the date of the incurrence of the Incremental Term Loans, the Weighted Average Life to Maturity of the Incremental Term Loans shall not be shorter than thatthe longest remaining Weighted Average Life to Maturity of the Term Loans. The Incremental Revolving Credit Loans shall be on terms and pursuant to documentation applicable to the Revolving Credit Facility. The All-In Yield applicable to the Incremental Term Loans or Incremental Revolving Credit Loans of each Class shall be determined by the Borrower and the applicable new Lenders and shall be set forth abovein each applicable Incremental Amendment; provided, however, that with respect to any Loans under Incremental Term Commitments or Incremental Revolving Credit Commitments made on or prior to the date that is 24 months after the Restatement Effective Date, if the All-In Yield applicable to such Incremental Term Loans or Incremental Revolving Credit Loans shall be greater than the applicable All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to Term Loans or Revolving Credit Loans, as applicable, by more than 50 basis points per annum (the amount of such excess, the “Yield Differential”) then the interest rate (together with, as provided in the proviso below, the Eurodollar Rate or Base Rate floor) with respect to each Class of Term Loans or the Revolving Credit Loans, as applicable, shall be increased by the applicable Yield Differential; provided, further, that, if any Incremental Term Loans include a Eurodollar Rate or Base Rate floor that is greater than the Eurodollar Rate or Base Rate floor applicable to the Term Loans incurred on the Restatement Effective Date, such differential between interest rate floors shall be included in the calculation of All-In Yield for purposes of this sentence but only to the extent an increase in the Eurodollar Rate or Base Rate Floor applicable to the existing Term Loans would cause an increase in the interest rate then in effect thereunder, and in such case the Eurodollar Rate and Base Rate floors (but not the Applicable Rate) applicable to the existing Term Loans shall be increased to the extent of such differential between interest rate floors. Each notice from the Borrower pursuant to this Section shall set forth the requested amount and proposed terms of the relevant Incremental Term Loans or Incremental Revolving Credit Commitments. Incremental Term Loans may be made, and Incremental Revolving Credit Commitments may be provided, by any existing Lender (and each existing Term Lender will have the right, but not an obligation, to make a portion of any Incremental Term Loan, and each existing Revolving Credit Lender will have the right, but not an obligation, to provide a portion of any Revolving Commitment Increase, in each case on terms permitted in this Section 2.14 and otherwise on terms reasonably acceptable to the Administrative Agent) or by any other bank or other financial institution (any such other bank or other financial institution being called an “Additional Lender”), provided (i) that the Administrative Agent shall have consented (such consent not to be unreasonably withheld) to such Lender’s or Additional Lender’s providing such Incremental Revolving Credit Commitments if such consent would be required under Section 10.07(b) for an assignment of Revolving Credit Commitments to such Lender or Additional Lender, (ii) with respect to Incremental Term Commitments, any Affiliated Lender providing an Incremental Term Commitment shall be subject to the same restrictions set forth in Section 10.07(l) as they would otherwise be subject to with respect to any purchase by or assignment to such Affiliated Lender of Term Loans and (iii) Affiliated Lenders may not provide Incremental Revolving Credit Commitments. Incremental Term Commitments and Incremental Revolving Credit Commitments shall become Commitments (or in the case of Incremental Revolving Credit Commitments to be provided by an existing Revolving Credit Lender, an increase in such Lender’s applicable Revolving Credit Commitment) under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by Holdings, the Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section. The effectiveness of (and, in the case of any Incremental Amendment for an Incremental Term Loan, the borrowing under) any Incremental Amendment shall be subject to the satisfaction on the date thereof (each, an “Incremental Facility Closing Date”) of each of the conditions set forth in Section 4.02 (it being understood that all references to “the date of such Credit Extension” or similar language in such Section 4.02 shall be deemed to refer to the effective date of such Incremental Amendment) and such other conditions as the parties thereto shall agree (provided, that if the proceeds of such Incremental Commitments are used to finance a Permitted Acquisition or other similar Investment permitted by this Agreement (and costs reasonably related thereto), the condition set forth in Section 4.02(a) may be waived or modified in scope by the Lenders providing such Incremental Commitments, other than with respect to representations and warranties contained in Sections 5.01, 5.02, 5.04, 5.13, 5.16 and 5.18). The Borrower will use the proceeds of the Incremental Commitments for any purpose not prohibited by this Agreement. No Lender shall be obligated to provide any Incremental Term Loans or Incremental Revolving Credit Commitments, unless it so agrees. Upon each increase in the Revolving Credit Commitments pursuant to this Section, each Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Revolving Commitment Increase (each a “Revolving Commitment Increase Lender”) in respect of such increase, and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of such Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (i) participations hereunder in Letters of Credit and (ii) participations hereunder in Swing Line Loans held by each Revolving Credit Lender (including each such Revolving Commitment Increase Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment and (b) if, on the date of such increase, there are any Revolving Credit Loans outstanding, such Revolving Credit Loans shall on or prior to the effectiveness of such Revolving Commitment Increase be prepaid from the proceeds of additional Revolving Credit Loans made hereunder (reflecting such increase in Revolving Credit Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.05. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence.

Incremental Credit Extensions. (a) The Borrowers Borrower may at any time or from time to time on after the Closing Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request one or more occasions after increases to the Effective Date request (i) then-existing Term Loans or one or more additional Classes of term loans Term Loans, in each case, which shall be denominated in Dollars (each, an the “Incremental Term Facility”), (ii) one or more additional term loans of the same Class of any existing Class of term loans (each, an “Incremental Term Increase”), (iii) one or more increases in the amount of the Revolving Commitments of any Class (each such increase, an “Incremental Revolving Commitment Increase”) and/or (iv) one or more additional Classes of Revolving Commitments (the “Additional/Replacement Revolving Commitments,” and, together with any Incremental Term Facility, Incremental Term Increase and the Incremental Revolving Commitment Increases, the “Incremental FacilitiesLoans”); provided that (xi) after giving effect except as otherwise agreed by the lenders providing the relevant Incremental Term Loans in connection with any Limited Condition Acquisition (which shall be subject to any Incremental Facility Amendment referred to below and Section 2.15(b)), no Default or Event of Default shall have occurred at the time that any such Incremental Facility is made or effected, no Event of Default (or, in the case of the incurrence or provision of any such Incremental Facility in connection with a Limited Condition Transaction, no Specified Event of Default) shall have occurred Term Loans and be continuing or result therefrom, (ii) no Lender shall be obligated to provide any Incremental Term Loans as a result of any such request by the Borrower, and (y) until such time, if any, as such Xxxxxx has agreed in no event shall it be a condition writing in its sole discretion to provide an Incremental Term Loan and executed and delivered to the effectiveness ofAdministrative Agent an Incremental Amendment as provided below in this Section 2.15, or borrowing under, such Lender shall not be obligated to fund any Incremental Facility that any representation Term Loans, (iii) each increase in then-existing Term Loans or warranty additional Class of any Loan Party set forth herein Incremental Term Loans shall be true and correct, except and solely to the extent required by the Additional Lenders providing such Incremental Facility. Notwithstanding anything to the contrary herein, the in an aggregate principal amount of the Incremental Facilities that can be incurred at any time shall is not exceed the Incremental Cap at such time. Each Incremental Facility shall be in less than $10,000,000 and a minimum principal amount of $5,000,000 and integral multiples whole multiple of $1,000,000 in excess thereof (unless the Borrowers and the Administrative Agent otherwise agree); provided that such amount may be less than $5,000,000 10,000,000 if such amount represents all the remaining availability under the limit set forth in the next sentence or the Administrative and the Required Lenders otherwise consent), (iv) the Borrower shall have delivered to the Administrative Agent and each Lender a certificate executed by an Authorized Officer of the Borrower, certifying, to the best of such officer’s knowledge, (x) compliance with the requirements of preceding clause (i), the provisos of the second succeeding sentence, and of Section 6 to the extent required by the next succeeding paragraph, and (y) the “Maximum Incremental Facilities Amount” at the time of incurrence (together with calculations thereof in reasonable detail), and (v) on a Pro Forma Basis, after giving effect to the incurrence of such Incremental Term Loans and application of proceeds thereof, (A)(1) in the case of Incremental Term Loans secured on an equal and ratable basis with the Obligations, the Secured Net Leverage Ratio for the Calculation Period most recently ended does not exceed 1.75:1.00, (2) in the case of Incremental Term Loans secured on a junior basis to the Obligations, the Secured Net Leverage Ratio for the Calculation Period most recently ended does not exceed 1.75:1.00, or (3) in the case of Incremental Term Loans that are unsecured or that are Subordinated Indebtedness, the Total Net Leverage Ratio for the Calculation Period most recently ended is not less than 1.75:1.00, and (B) the Borrower shall be in compliance with the financial covenants set forth in Sections 9.10 and 9.11 as of the most recent Calculation Period. Notwithstanding anything to the contrary herein, in no event shall the aggregate principal amount of the Incremental Term Loans incurred at any time exceed the Maximum Incremental Facilities Amount as of such time. The Incremental Term Loans shall be, except as provided in immediately succeeding clause (ii) below, secured by the Security Documents, and guaranteed under the Guaranty, on an equal and ratable basis with all other Obligations secured by the Security Documents and guaranteed under the Guaranty and shall be treated substantially the same as the existing Term Loans (in each case, including with respect to mandatory and voluntary prepayments); provided, however, that (i) the interest rate applicable to a Class of Incremental Term Loans may differ from that applicable to the Initial Term Loans or any other Class of Incremental Term Loans, provided, however, if the “effective yield” applicable to a given Class of Incremental Term Loans that is secured on an equal and ratable basis with the Obligations (which, for such purposes only, shall be deemed to take account of any then applicable interest rate margin, interest rate benchmark floors, recurring fees and all upfront or similar fees or original issue discount (amortized over the shorter of (x) the life of such loans and (y) four years) payable to all Lenders providing such Class of Incremental Term Loans but exclusive of any arrangement, structuring or other fees payable in connection therewith that are not shared with all Lenders providing such Class of Incremental Term Loans) determined as of the initial funding date for such Class of Incremental Term Loans exceeds the “effective yield” of any Initial Term Loans or any other Class of Incremental Term Loans (unless the terms of such Class provide that such Class is not subject to this provision) (determined on the same basis as provided above, with the comparative determination to be made in the reasonable judgment of the Administrative Agent (as determined by the Administrative Agent in consultation with the Required Lenders) consistent with generally accepted financial practice) by more than 0.50% (the amount of such excess over 0.50% being the “Yield Differential”), the Applicable Margin for such Initial Term Loans or such other Class of Incremental Term Loans subject to a Yield Differential shall automatically be 66 increased by the Yield Differential (including, as provided in the following proviso, the “floor” for any applicable Term Loans effective upon the making of the applicable Incremental Term Loans; provided that, in determining the interest rate margins applicable to the Incremental Term Loans and the Initial Term Loans or such other Class of Incremental Term Loans (x) original issue discount (“OID”) or upfront fees (which shall be deemed to constitute like amounts of OID) payable by the Borrower to the Lenders under the Initial Term Loans or any other Class of Incremental Term Loans in the initial primary syndication thereof shall be included (with OID being equated to interest based on assumed four-year life to maturity) and (y) if the Incremental Term Loans include a “floor” greater than the “floor” applicable to the then-existing Initial Term Loans or any other then-existing Class of Incremental Term Loans, (I) such increased amount shall be equated to interest margin for purposes of determining whether an increase to the applicable interest margin under the then-existing Initial Term Loans or any other then-existing Class of Incremental Term Loans shall be required and (II) to the extent an increase in the “floor” in the then-existing Initial Term Loans or any other then-existing Class of Incremental Term Loans would cause an increase in the interest rate then in effect thereunder, the “floor” (but not the interest rate margin) applicable to the Initial Term Loans or any other then-existing Class of Incremental Term Loans shall be increased by such increased amount (this clause (i), the “MFN Provision”), (ii) a given Class of Incremental Term Loans may rank junior in right of security with other Term Loans or be unsecured, in which case such Incremental Term Loans will be extended pursuant to a separate credit agreement and the provisions of immediately preceding clause (i) shall not apply; (iii) the final stated maturity date for a given Class of Incremental Term Loans may be on or later (but not sooner) than, the Initial Maturity Date, (iv) the amortization requirements for a given Class of Incremental Term Loans may differ, so long as the Weighted Average Life to Maturity of such Incremental Term Loans is no shorter than the remaining Weighted Average Life to Maturity applicable to the then outstanding Loans (except to the extent of nominal amortization for periods where amortization has been eliminated as a result of prepayment of the applicable Loans), (v) if such Incremental Term Loans are secured, they shall not be secured by any assets other than the Collateral, (vi) if such Incremental Term Loans are guaranteed, they shall not be guaranteed by any Person other than the Guarantors, (vii) except as otherwise required or as permitted in clauses (i) through (vi) above, the other terms of a given Class of Incremental Term Loans shall be on terms and pursuant to documentation to be determined by the Borrower and the Lenders and/or Additional Lenders providing such Incremental Term Loans and shall, at all times prior to the Latest Maturity Date then in effect at the time of such incurrence, be substantially consistent with the terms of the Term Loans; provided that such terms may differ if reasonably satisfactory to the Administrative Agent and the Required Lenders; provided, further, that any such terms that are not substantially consistent with the then-existing Loans shall be no more favorable (taken as a whole) to the relevant Lenders under such Incremental Term Loans than those applicable to the then-existing Loans (taken as a whole) and (viii) the proceeds of Incremental Term Loans may be utilized by Holdings, the Borrower or any of their respective Subsidiaries as may be agreed by the Borrower and the Lenders providing the Incremental Term Loans, to the extent not otherwise prohibited by this Agreement. Notwithstanding the foregoing, Incremental Term Loans may have identical terms to any of the Term Loans and be treated as the same Class as any of such Term Loans. Each notice from the Borrower pursuant to this Section shall set forth abovethe requested amount and proposed terms of the relevant Incremental Term Loans. Incremental Term Loans may be made by any existing Lender (or any existing Lender Affiliate) or by any other bank or other financial institution (any such other bank or other financial institution being called an “Additional Lender”); provided that the Administrative Agent and the Required Lenders shall have consented to such Additional Lender (such consent not to be unreasonably withheld or delayed) and such Additional Lender shall not be an Affiliated Lender (other than Affiliated Sponsor Lenders in accordance with the requirements of, and subject to the limitations contained in, Sections 2.16(a)(vii) and (d)). Each Non-Defaulting Lender shall be afforded a right of first offer with respect to such Lender’s pro rata portion of such Incremental Term Loans on the terms and subject to the conditions offered by the Borrower to any other prospective lenders; provided that any existing Non-Defaulting Lender that does not deliver to the Borrower a written commitment to provide its pro rata share of such Incremental Term Loans on such terms and subject to such conditions within ten (10) Business Days after receipt by such Non-Defaulting Lender of written notice thereof may be deemed by the Borrower, in its sole discretion, to have declined to provide its pro rata share of such Incremental Term Loans (in which case, the Borrower shall be deemed to have complied with its obligation to afford a right of first offer to such Non-Defaulting Lender and may offer the opportunity to provide such Incremental Term Loans to any other Person (including any other existing Lender)). Commitments in respect of Incremental Term Loans shall become Commitments under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Credit Documents, executed by Holdings, the Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent, and, to the extent reasonably requested by the Administrative Agent or Required Lenders, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 5. The Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Credit Documents (including, without limitation, any Mortgage modifications and related date-down endorsements to the Mortgage Policies) as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, the Required Lenders and the Borrower, to effect the provisions of this Section 2.15. The occurrence of the effective date of any Incremental Amendment shall be subject to the satisfaction on such date of each of the conditions set forth in Section 6 (it being understood that all references to “the Borrowing Date” or similar language in such Section 6 shall be deemed to refer to the effective date of such Incremental Amendment) and such other conditions as the parties thereto shall agree. No Lender shall be obligated to provide any Incremental Term Loans, unless it so agrees.

Incremental Credit Extensions. (a) The Borrowers Borrower may at any time or from time to time on one or more occasions after the Effective Date Closing Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (ia) one or more additional Classes tranches of term loans (each, an the “Incremental Term FacilityLoans”), or (ii) one or more additional term loans of the same Class of any existing Class of term loans (each, an “Incremental Term Increase”), (iiib) one or more increases in the amount of the Revolving Credit Commitments of any Class (each such increase, an a “Incremental Revolving Commitment Increase”) and/or (iv) one or more additional Classes of Revolving Commitments (the “Additional/Replacement Revolving Commitments,” and, together with any Incremental Term FacilityLoans, Incremental Term Increase and the Incremental Revolving Commitment Increases, the referred to herein as a “Incremental FacilitiesCredit Increase”); , provided that (xi) after giving effect to both at the time of any such request and upon the effectiveness of any Incremental Facility Amendment referred to below below, no Default or Event of Default shall exist and at the time that any such Incremental Facility Term Loan is made (and after giving effect thereto) no Default or effected, no Event of Default shall exist and (orii) the Borrower shall be in compliance with each of the covenants set forth in Section 7.11 determined on a Pro Forma Basis as of the last day of the most recently completed Test Period for which a Compliance Certificate has been delivered, in each case, as if such Credit Increase had been outstanding on the case last day of such fiscal quarter of the incurrence or provision of any Incremental Facility Borrower for testing compliance therewith. Each Credit Increase shall be in connection with a Limited Condition Transaction, no Specified Event of Default) shall have occurred and be continuing and (y) in no event shall it be a condition to the effectiveness of, or borrowing under, any Incremental Facility that any representation or warranty of any Loan Party set forth herein be true and correct, except and solely to the extent required by the Additional Lenders providing such Incremental Facility. Notwithstanding anything to the contrary herein, the an aggregate principal amount of the Incremental Facilities that can be incurred at any time shall is not exceed the Incremental Cap at such time. Each Incremental Facility shall be in a minimum principal amount of less than $5,000,000 and integral multiples of $1,000,000 in excess thereof (unless the Borrowers and the Administrative Agent otherwise agree); provided that such amount may be less than $5,000,000 if such amount represents all the remaining availability under the limit set forth in the next sentence). Notwithstanding anything to the contrary herein, the aggregate amount of the Credit Increases shall not exceed (x) $75,000,000 plus (y) to the extent the Consolidated Leverage Ratio at the time of such Credit Increase is less than or equal to 3.75:1.00 determined on a Pro Forma Basis as of the last day of the most recent Test Period for which a Compliance Certificate has been delivered, to the extent such proceeds are applied to purchase Holdco Loans (whether with the proceeds thereof or through the exchange of Incremental Term Loans for Holdco Loans), an additional principal amount of Incremental Facilities set forth aboveTerm Loans not to exceed the principal amount of Holdco Loans plus accrued and unpaid interest being so repaid, repurchased or exchanged.

Incremental Credit Extensions. (a) The Borrowers may at (i) At any time or and from time to time on one or more occasions after the Effective Date request Date, subject to the terms and conditions set forth herein, the Borrower may, by notice to the Administrative Agent (i) one or more additional Classes whereupon the Administrative Agent shall promptly make available to each of term loans (each, an “Incremental Term Facility”the Lenders), (ii) one or more additional term loans of the same Class of any existing Class of term loans (each, an “Incremental Term Increase”), (iii) request to effect one or more increases in the aggregate amount of the Revolving Commitments of any Class of Revolving Commitments (each such increase, an a “Incremental Revolving Commitment Increase”) and/or (iv) one or more additional Classes of from Additional Revolving Commitments (the “Additional/Replacement Revolving Commitments,” and, together with any Incremental Term Facility, Incremental Term Increase and the Incremental Revolving Commitment Increases, the “Incremental Facilities”)Lenders; provided that (x) after giving effect to any Incremental Facility Amendment referred to below and at the time that any of each such request and upon the effectiveness of each Incremental Revolving Facility is made Amendment, (A) no Default or effected, no Event of Default (or, in the case of the incurrence or provision of any Incremental Facility in connection with a Limited Condition Transaction, no Specified Event of Default) shall have occurred and be continuing and or shall result therefrom, (B) the Borrower shall have delivered a certificate of a Financial Officer to the effect set forth in clause (A) above, together with reasonably detailed calculations demonstrating compliance with clause (y) in no event shall it be a condition to of the effectiveness of, or borrowing under, any definition of “Incremental Facility that any representation or warranty of any Loan Party set forth herein be true and correct, except and solely Cap” below to the extent required by applicable and (C) each Revolving Commitment Increase shall be on the Additional Lenders providing such Incremental Facilitysame terms (including interest rate margins and maturity) governing the Revolving Commitments pursuant to this Agreement. Notwithstanding anything to the contrary herein, at the time of effectiveness of any given Revolving Commitment Increase, the sum of (i) the aggregate principal amount of the Incremental Facilities that can be Revolving Commitment Increases entered into after the Effective Date and (ii) the aggregate principal amount of all Term Commitment Increases incurred at any time after the Effective Date shall not exceed the sum of (x) $163,000,000 and (y) up to an additional amount such that at the time of such incurrence and after giving effect thereto on a Pro Forma Basis, the Consolidated First Lien Leverage Ratio is less than or equal to 2.75 to 1.00 (provided that (i) for purposes of calculating the Consolidated First Lien Leverage Ratio, any Revolving Commitment Increase being entered into shall be assumed to be fully drawn and (ii) the proceeds of any such Revolving Commitment Increase or Term Commitment Increase being implemented and any such substantially concurrent Revolving Commitment Increases and Term Commitment Increases shall not be netted from Consolidated First Lien Debt) (the “Incremental Cap at such timeCap”). Each Incremental Facility Revolving Commitment Increase shall be in a minimum principal amount of $5,000,000 and integral multiples of $1,000,000 in excess thereof (unless the Borrowers and the Administrative Agent otherwise agree)thereof; provided that such amount may be less than $5,000,000 if such amount represents all the remaining availability under the aggregate principal amount Incremental Cap. For the avoidance of Incremental Facilities set forth abovedoubt, no Lender shall be required to provide any such Revolving Commitment Increase.

Incremental Credit Extensions. (a) The Borrowers Borrower may at any time or from time to time on one or more occasions after the Effective Date Closing Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (ia) one or more additional Classes tranches of term loans (each, an the “Incremental Term FacilityLoans”), ) or (ii) one or more additional term loans of the same Class of any existing Class of term loans (each, an “Incremental Term Increase”), (iiib) one or more increases in the amount of the Revolving Credit Commitments of any Class (each such increase, an a “Incremental Revolving Commitment Increase”) and/or (iv) one or more additional Classes of Revolving Commitments (the “Additional/Replacement Revolving Commitments,” and), together with any Incremental Term Facility, Incremental Term Increase and the Incremental Revolving Commitment Increases, the “Incremental Facilities”); provided that (xi) after giving effect to both at the time of any such request and upon the effectiveness of any Incremental Facility Amendment referred to below below, no Default or Event of Default shall exist and at the time that any such Incremental Facility Term Loan is made (and after giving effect thereto) no Default or effected, no Event of Default shall exist, (orii) the Borrower shall be in compliance with the covenants set forth in Section 7.11 for the Test Period in effect at the applicable Incremental Facility Closing Date (it being understood that if the applicable Incremental Facility Closing Date is to occur prior to the date the December 31, 2007 Test Period has become effective, the levels set forth in Section 7.11 for the December 31, 2007 Test Period shall be deemed to apply), as determined on a Pro Forma Basis and (iii) the Senior Secured Leverage Ratio for the Borrower would be not greater than 4.25:1, as determined on a Pro Forma Basis. Each tranche of Incremental Term Loans and each Revolving Commitment Increase shall be in an aggregate principal amount that is not less than $25,000,000 (provided that such amount may be less than $25,000,000 if such amount represents all remaining availability under the limit set forth in the case of the incurrence or provision of any Incremental Facility in connection with a Limited Condition Transaction, no Specified Event of Default) shall have occurred and be continuing and (y) in no event shall it be a condition to the effectiveness of, or borrowing under, any Incremental Facility that any representation or warranty of any Loan Party set forth herein be true and correct, except and solely to the extent required by the Additional Lenders providing such Incremental Facilitynext sentence). Notwithstanding anything to the contrary herein, the aggregate principal amount of the Incremental Facilities that can be incurred at any time Term Loans and the Revolving Commitment Increases shall not exceed $150,000,000. The Incremental Term Loans (a) shall rank pari passu in right of payment and of security with the Revolving Credit Loans and the Term Loans, (b) shall not mature earlier than the Maturity Date with respect to the Term Loans and (c) except as set forth above, shall be treated substantially the same as the Term Loans (in each case, including with respect to mandatory and voluntary prepayments), provided that (i) the terms and conditions applicable to Incremental Term Loans may be materially different from those of the Term Loans to the extent such differences are reasonably acceptable to the Arrangers and (ii) the interest rates and amortization schedule applicable to the Incremental Cap at such timeTerm Loans shall be determined by the Borrower and the lenders thereof. Each notice from the Borrower pursuant to this Section shall set forth the requested amount and proposed terms of the relevant Incremental Facility Term Loans or Revolving Commitment Increases. Incremental Term Loans may be made, and Revolving Commitment Increases may be provided, by any existing Lender (and each existing Term Lender will have the right, but not an obligation, to make a portion of any Incremental Term Loan, and each existing Revolving Credit Lender will have the right, but not an obligation, to provide a portion of any Revolving Commitment Increase, in each case on terms permitted in this Section 2.14 and otherwise on terms reasonably acceptable to the Administrative Agent) or by any other bank or other financial institution (any such other bank or other financial institution being called an “Additional Lender”), provided that the Administrative Agent shall have consented (not to be unreasonably withheld) to such Lender’s or Additional Lender’s making such Incremental Term Loans or providing such Revolving Commitment Increases if such consent would be required under Section 10.07(b) for an assignment of Loans or Revolving Credit Commitments, as applicable, to such Lender or Additional Lender. Commitments in respect of Incremental Term Loans and Revolving Commitment Increases shall become Commitments (or in the case of a minimum principal amount of $5,000,000 and integral multiples of $1,000,000 Revolving Commitment Increase to be provided by an existing Revolving Credit Lender, an increase in excess thereof such Lender’s applicable Revolving Credit Commitment) under this Agreement pursuant to an amendment (unless an “Incremental Amendment”) to this Agreement and, as appropriate, the Borrowers other Loan Documents, executed by the Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent otherwise agree); provided that Agent. The Incremental Amendment may, without the consent of any other Lenders, effect such amount amendments to this Agreement and the other Loan Documents as may be less than $5,000,000 if necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section. The effectiveness of (and, in the case of any Incremental Amendment for an Incremental Term Loan, the borrowing under) any Incremental Amendment shall be subject to the satisfaction on the date thereof (each, an “Incremental Facility Closing Date”) of each of the conditions set forth in Section 4.02 (it being understood that all references to “the date of such amount represents all Credit Extension” or similar language in such Section 4.02 shall be deemed to refer to the remaining availability under effective date of such Incremental Amendment) and such other conditions as the parties thereto shall agree. The Borrower will use the proceeds of the Incremental Term Loans and Revolving Commitment Increases for any purpose not prohibited by this Agreement. No Lender shall be obligated to provide any Incremental Term Loans or Revolving Commitment Increases, unless it so agrees. Upon each increase in the Revolving Credit Commitments pursuant to this Section, each Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Revolving Commitment Increase (each a “Revolving Commitment Increase Lender”) in respect of such increase, and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of such Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate principal amount outstanding (i) participations hereunder in Letters of Incremental Facilities set forth aboveCredit and (ii) participations hereunder in Swing Line Loans held by each Revolving Credit Lender (including each such Revolving Commitment Increase Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment. If, on the date of such increase, there are any Revolving Credit Loans outstanding, such Revolving Credit Loans shall on or prior to the effectiveness of such Revolving Commitment Increase be prepaid from the proceeds of additional Revolving Credit Loans made hereunder (reflecting such increase in Revolving Credit Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.05. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence.

Incremental Credit Extensions. (a) The Borrowers Borrower may at any time or from time to time on one or more occasions after the Effective Date Closing Date, by notice to (x) with respect to New Term Commitments, the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders) and (y) with respect to New Revolving Credit Commitments, the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (i) one or more additional Classes tranches of term loans (each, an the “Incremental Term FacilityLoans”), (ii) one or more additional term loans which may be of the same Class of facility as any existing Class of term loans Term Loans (each, an a “Incremental Term Loan Increase”)) or a separate class of Term Loans (collectively with any Term Loan Increase, the “New Term Commitments”) or (iiiii) one or more increases in the amount of the Revolving Credit Commitments of any Class (each such increase, an a “Incremental Revolving Commitment Increase”) and/or (iv) one or more additional Classes of Revolving Commitments (the “Additional/Replacement Revolving Commitments,” and, together the commitments with any Incremental Term Facility, Incremental Term Increase and the Incremental Revolving Commitment Increasesrespect thereto, the “Incremental FacilitiesNew Revolving Credit Commitments”); provided that (x) both immediately before and immediately after giving effect to the effectiveness of any Incremental Facility Amendment referred to below and at the time that any such Incremental Facility is made or effected, no Event of Default (or, in the case of a Permitted Acquisition, on the incurrence or provision date of any Incremental Facility the execution of (x) the definitive agreement in connection with a Limited Condition Transaction, no Specified Event of Default) shall have occurred and be continuing therewith and (y) any Commitment in respect of Incremental Term Loans or New Revolving Credit Commitments therefor), no event Event of Default shall it exist. Each tranche of Incremental Term Loans shall be a condition to the effectiveness of, or borrowing under, any Incremental Facility that any representation or warranty of any Loan Party set forth herein be true and correct, except and solely to the extent required by the Additional Lenders providing such Incremental Facility. Notwithstanding anything to the contrary herein, the in an aggregate principal amount of the Incremental Facilities that can be incurred at any time shall is not exceed the Incremental Cap at such time. Each Incremental Facility shall be in a minimum principal amount of less than $5,000,000 and integral multiples of $1,000,000 in excess thereof (unless the Borrowers and the Administrative Agent otherwise agree); provided that such amount may be less than $5,000,000 if such lesser amount is approved by the Administrative Agent or such amount represents all the remaining availability under the limit set forth in the next sentence) and each New Revolving Credit Commitment shall be in an aggregate principal amount that is not less than $1,000,000. Notwithstanding anything to the contrary herein, the aggregate amount of the Incremental Facilities set forth aboveTerm Loans, when added to the aggregate amount of New Revolving Credit Commitments and any Incremental Equivalent Debt incurred on or prior to the date of incurrence of such Incremental Term Loans and/or New Revolving Credit Commitments, as applicable, shall not exceed the Available Incremental Amount.

Incremental Credit Extensions. (a) 109. The Borrowers Borrower may at any time or from time to time on one or more occasions after the Effective Date Closing Date, by written notice delivered to the Administrative Agent request (i) one or more additional Classes of term loans (each, an “Incremental Term Facility”), (ii) one or more additional term loans of the same Class of any existing Class of term loans (each, an the “Incremental Term IncreaseLoans”), ) and/or (iiiii) one or more increases in the amount of the Revolving Commitments of any Class (each such increase, an “Incremental Revolving Commitment Increase”) and/or (iv) one or more additional Classes of Revolving Commitments (the “Additional/Replacement Revolving Commitments,” and, together with any the Incremental Term Facility, Incremental Term Increase and the Incremental Revolving Commitment IncreasesLoans, the “Incremental Facilities”); provided that that, (x) both at the time of any such request and after giving effect to the effectiveness of any Incremental Facility Amendment referred to below and (y) at the time that any such Incremental Facility Term Loan or Incremental Revolving Commitment Increase is made or effected, (i) no Event of Default (orshall have occurred and be continuing; provided further that, in the case of Incremental Term Loans the incurrence or provision proceeds of any Incremental Facility in connection with which will be used to finance a Limited Condition TransactionAcquisition, for purposes of clause (y) above, (1) no Specified Event of DefaultDefault shall have occurred and be continuing at the time that the definitive documentation with respect to such Limited Condition Acquisition is entered into by the parties thereto and (2) no Event of Default under Section 7.01(a), (b), (h) or (i) shall have occurred and be continuing at the time that any such Incremental Term Loan is made, (ii) [reserved], and (yiii) subject to customary “SunGard” provisions in no event the case of an Incremental Term Loan the proceeds of which shall it be used to fund a condition to 12 AMERICAS 107083989 2036643.08-NYCSR03A - MSW Limited Condition Acquisition, each of the effectiveness of, or borrowing under, any Incremental Facility that any representation or warranty of representations and warranties made by any Loan Party set forth herein in Article III hereof and in any other Loan Document shall be true and correctcorrect in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) on and as of the date of the effectiveness of any Incremental Facility Amendment with the same effect as though made on and as of such date, except and solely to the extent required by such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (in all respects, as the Additional Lenders providing case may be) as of such Incremental Facilityearlier date. Notwithstanding anything to the contrary herein, the aggregate principal amount of the Incremental Facilities that can be incurred at any time shall not exceed the Incremental Cap at such time. Each Incremental Facility shall be in a minimum principal amount of $5,000,000 2,000,000 and integral multiples of $1,000,000 500,000 in excess thereof (unless the Borrowers Borrower and the Administrative Agent otherwise agree); provided that such amount may be less than $5,000,000 2,000,000 as the case may be, if such amount represents all the remaining availability under the aggregate principal amount of Incremental Facilities set forth above.

Incremental Credit Extensions. (a) The Borrowers Borrower may at any time or from time to time on one or more occasions after the Effective Date Closing Date, by written notice delivered to the Administrative Agent, request (i) one or more additional Classes of term loans (each, an “Incremental Term Facility”), (ii) one hereunder or more additional term loans of the same Class of any existing Class of term loans hereunder (each, an the “Incremental Term IncreaseLoans”), ) and/or (iiiii) one or more increases in the amount of the Revolving Commitments of any Class hereunder (each such increase, an “Incremental Revolving Commitment Increase”) and/or (iv) one or more additional Classes of Revolving Commitments (the “Additional/Replacement Revolving Commitments,” and, together with any the Incremental Term Facility, Incremental Term Increase and the Incremental Revolving Commitment IncreasesLoans, the “Incremental Facilities”); provided that (x) after giving effect that, subject to any Incremental Facility Amendment referred to below and Section 1.06, at the time that any such Incremental Facility Term Loan or Incremental Revolving Commitment Increase is made or effectedeffected (and also immediately after giving effect thereto), (A) no Event of Default shall have occurred and be continuing or would result therefrom; provided that in the case of Incremental Term Loans the proceeds of which will be used to finance a Limited Condition Transaction in which an LCT Election has been made, (x) no Event of Default shall exist or would result therefrom as of the LCT Test Date and (y) at the time of funding of such Incremental Term Loans, no Event of Default under Section 7.01(a), (orb), in the case of the incurrence (h) or provision of any Incremental Facility in connection with a Limited Condition Transaction, no Specified Event of Default(i) shall have occurred and be continuing at the time that any such Incremental Term Loan is made and (yB) subject to customary “SunGard” provisions in no event the case of an Incremental Term Loan the proceeds of which shall it be used to fund a condition to Limited Condition Transaction in which an LCT Election has been made, each of the effectiveness of, or borrowing under, any Incremental Facility that any representation or warranty of representations and warranties made by any Loan Party set forth herein in Article III and in any other Loan Document shall be true and correctcorrect in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) on and as of the date of the effectiveness of any Incremental Facility Amendment with the same effect as though made on and as of such date, except and solely to the extent required by such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (or in all respects, as the Additional Lenders providing case may be) as of such Incremental Facilityearlier date. Notwithstanding anything to the contrary herein, the aggregate principal amount of the Incremental Facilities that can be incurred at any time shall not exceed the Incremental Cap at such time. Each Incremental Facility shall be in a minimum principal amount of $5,000,000 and integral multiples of $1,000,000 500,000 in excess thereof (unless the Borrowers Borrower and the Administrative Agent otherwise agree); provided that such amount may be less than $5,000,000 either of the foregoing amounts if either such amount represents all the remaining availability under the aggregate principal amount of Incremental Facilities set forth above.

Incremental Credit Extensions. (a) The Borrowers may at (i) At any time or and from time to time on one or more occasions after the Effective Date Closing Date, subject to the terms and conditions set forth herein, the Borrower may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly make available such notice to each of the Lenders), request (i) to effect one or more additional Classes of term loans revolving credit facility tranches hereunder (each, or an “Incremental Term Facility”), (ii) one or more additional term loans of the same Class of any existing Class of term loans (each, an “Incremental Term Increase”), (iii) one or more increases in the amount increase of the Revolving Commitments of any Class hereunder) (each such increase, an “Incremental Revolving Commitment IncreaseFacilities”) and/or (iv) one or more additional Classes of from Additional Revolving Commitments (the “Additional/Replacement Revolving Commitments,” and, together with any Incremental Term Facility, Incremental Term Increase and the Incremental Revolving Commitment Increases, the “Incremental Facilities”)Lenders; provided that (xA) after giving effect to any Incremental Facility Amendment referred to below and at the time that any of each such request and upon the effectiveness of each Incremental Revolving Facility is made or effectedAmendment, no Event of Default shall have occurred and be continuing or shall result therefrom (or, in the case of the incurrence or provision of any Incremental Revolving Facility in connection with a Limited Condition TransactionAcquisition, no Specified Event of DefaultDefault under Section 7.01(a), (b), (h) or (i) shall have occurred and be continuing or shall result therefrom), (B) the Borrower shall have delivered a certificate of a Financial Officer certifying as to clause (A) above and setting forth the applicable clause(s) of the definition of “Incremental Cap” utilized for such Incremental Revolving Facility, together with, to the extent utilizing clause (b) of the definition of “Incremental Cap,” reasonably detailed calculations demonstrating compliance with such clause (b) (which calculations shall, if made as of the last day of any fiscal quarter of the Borrower for which the Borrower has not delivered to the Administrative Agent the financial statements and Compliance Certificate required to be delivered by Section 5.01(a) or (b) and Section 5.01(d), respectively, be accompanied by a reasonably detailed calculation of Consolidated EBITDA or Consolidated Interest Expense, as applicable, for the relevant period), (C) such Incremental Revolving Facility (x) shall be secured solely by Collateral on a pari passu basis with or junior basis to the Initial Revolving Loans (provided that to the extent such Incremental Revolving Facility is secured by junior Liens, the applicable parties shall have entered into the Junior Lien Intercreditor Agreement) or shall otherwise be unsecured and (y) shall not be guaranteed by any Persons other than Loan Parties, (D) except as set forth in no event shall it be a condition clause (F) below, the interest rate margins, rate floors, fees, premiums and maturity applicable to the effectiveness of, or borrowing under, any Incremental Revolving Facility that any representation or warranty of any Loan Party set forth herein shall be true and correct, except and solely to the extent required determined by the Borrower and the Additional Revolving Lenders providing such Incremental Revolving Facility. Notwithstanding anything , provided that no Incremental Revolving Facility shall mature prior to the contrary Revolving 109 Maturity Date or require any scheduled amortization or mandatory commitment reductions prior to the Revolving Maturity Date, (E) any Incremental Revolving Facility may be provided in any currency as mutually agreed among the Administrative Agent, the Borrower and the Additional Revolving Lenders, (F) in the case of an increase in the Revolving Commitments hereunder, the maturity date of such increase in the Revolving Commitment shall be the Revolving Maturity Date, such increase in the Revolving Commitment shall require no scheduled amortization or mandatory commitment reduction prior to the Revolving Maturity Date and shall be on the same terms governing the Revolving Commitments pursuant to this Agreement and (G) subject to the express requirements herein, any Incremental Revolving Facility Amendment shall be on the aggregate principal amount of terms and pursuant to documentation to be determined by the Borrower and the Additional Revolving Lenders providing the applicable Incremental Facilities Revolving Facilities; provided that can to the extent such terms and documentation are not consistent with this Agreement (except to the extent permitted by clause (D) or (E) above), they shall be incurred at reasonably satisfactory to the Administrative Agent; provided, further, that no Issuing Bank shall be required to act as “issuing bank” and no Swingline Lender shall be required to act as a “swingline lender” under any time shall not exceed the such Incremental Cap at such timeRevolving Facility without its written consent. Each Incremental Revolving Facility shall be in a minimum principal amount of $5,000,000 10,000,000 and integral multiples of $1,000,000 in excess thereof (unless the Borrowers and the Administrative Agent otherwise agree)thereof; provided that such amount may be less than $5,000,000 10,000,000 if such amount represents all the remaining availability under the aggregate principal amount of Incremental Facilities set forth aboveCap.

Incremental Credit Extensions. (a) The Borrowers Borrower may at any time or from time to time on one or more occasions after the Effective Date Closing Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (i) one or more additional Classes tranches of term loans (each, an the “Incremental New Term FacilityLoans”), (ii) one or more additional term loans which may be of the same Facility and Class of as any existing Class of term loans Term Loans (each, an a “Incremental Term Loan Increase”)) or a separate Class of Term Loans (collectively with any Term Loan Increase, the “New Term Commitments”) or (iiiii) (A) one or more increases in the amount of the Revolving Credit Commitments or any previously established Class of any Class New Revolving Credit Commitments or Extended Revolving Credit Commitments or Refinancing Revolving Credit Commitments (each such increase, an a “Incremental Revolving Commitment Increase”) and/or (ivB) the establishment of one or more additional Classes of new revolving credit commitments (each such new commitment, a “New Revolving Commitments (the “Additional/Replacement Revolving CommitmentsCommitment Tranche,” and, together collectively with any Incremental Term Facility, Incremental Term Increase and the Incremental Revolving Commitment IncreasesIncrease, the “New Revolving Credit Commitments”; and each such New Term Commitment or New Revolving Credit Commitment, an “Incremental FacilitiesFacility”); provided that (x) that, subject to Section 1.13, immediately after giving effect to the effectiveness of any Incremental Facility Amendment referred to below and at the time that any such Incremental Facility is made or effected, no Event of Default (or, in the case of the incurrence or provision of any Incremental Facility such Indebtedness incurred in connection with a Limited Condition TransactionPermitted Acquisition or other permitted Investment, no Specified Event on the date of Defaultthe execution of (x) shall have occurred and be continuing the definitive agreement in connection therewith and (y) any Commitment in 135 respect of New Term Loans or New Revolving Credit Commitments therefor), no event Event of Default shall it exist (or, in the case of a Permitted Acquisition or permitted Investment, no Specified Default shall exist); provided that, notwithstanding the above, the condition precedent referred to in the proviso above may be a condition waived or omitted in full or in part by Lenders holding more than 50% of the applicable aggregate Commitments in respect of Loans to be (or which may be, in the effectiveness of, case of New Revolving Credit Commitments) incurred pursuant to such Incremental Amendment other than with respect to Specified Representations (conformed as reasonably necessary for such Investment or borrowing under, any Incremental Facility Permitted Acquisition to reflect at the option of the Borrower customary “SunGard” or “European Certain Funds” representations at the time of execution of the definitive agreement in respect of the permitted Investment or Permitted Acquisition) which may only be waived with the consent of the Required Lenders. Each tranche of New Term Loans shall be in an aggregate principal amount that any representation is not less than $5,000,000 (provided that such amount may be less than $5,000,000 if such lesser amount is approved by the Administrative Agent or warranty of any Loan Party such amount represents all remaining availability under the limit set forth herein in the next sentence) and each New Revolving Credit Commitment shall be true and correct, except and solely to the extent required in an aggregate principal amount that is not less than $5,000,000 (provided that such amount may be less than $5,000,000 if such lesser amount is approved by the Additional Lenders providing Administrative Agent or such Incremental Facilityamount represents all remaining availability under the limit set forth in the next sentence); provided that in each case above, if such New Term Loans or New Revolving Credit Commitments are denominated in an Alternative Currency, the amount may be such amount denominated in such Alternative Currency. Notwithstanding anything to the contrary herein, the aggregate principal amount of the Incremental Facilities that can be incurred at any time shall not exceed the Incremental Cap at such time. Each Incremental Facility shall be in a minimum principal amount of $5,000,000 and integral multiples of $1,000,000 in excess thereof (unless the Borrowers and the Administrative Agent otherwise agree); provided that such amount may be less than $5,000,000 if such amount represents all the remaining availability under New Term Loans, when added to the aggregate principal amount of New Revolving Credit Commitments and any Incremental Facilities set forth aboveEquivalent Debt incurred or issued substantially simultaneously with the incurrence of such New Term Loans and/or New Revolving Credit Commitments, as applicable, shall not exceed the Available Incremental Amount at the time of incurrence or issuance thereof.

Incremental Credit Extensions. (a) The Borrowers Borrower may at any time or from time to time on one or more occasions after the Effective Date Closing Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (ia) one or more additional Classes or additions to an existing Class of term loans Term Loans (eachthe “Incremental Term Loans” and any such Class, an “Incremental Term FacilitySeries”), ) or (ii) one or more additional term loans of the same Class of any existing Class of term loans (each, an “Incremental Term Increase”), (iiib) one or more increases in the amount of the Tranche 23 Revolving Credit Commitments of any Class on the same terms as the Tranche 23 Revolving Credit Facility (each such increase, an except for interest rate margins and commitment fees) (a “Incremental Revolving Commitment Increase”) and/or (iv) one or more additional Classes of Revolving Commitments (the “Additional/Replacement Revolving Commitments),” and, together with any Incremental Term Facility, Incremental Term Increase and the Incremental Revolving Commitment Increases, the “Incremental Facilities”); provided that (xi) after giving effect to both at the time of any such request and upon the effectiveness of any Incremental Facility Amendment referred to below below, no Event of Default shall exist and at the time that any such Incremental Facility Term Loan is made or effected, (and after giving effect thereto) no Event of Default shall exist and (ii) the Borrower shall be in compliance with the covenants set forth in Section 7.11 determined on a Pro Forma Basis as of the date of the most recently ended Test Period (or, if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended), in each case, as if such Incremental Term Loans or any borrowings under any such Revolving Commitment Increases, as applicable, had been outstanding on the last day of such fiscal quarter of the Borrower for testing compliance therewith. Each tranche of Incremental Term Loans and each Revolving Commitment Increase shall be in an aggregate principal amount that is not less than $25,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $25,000,000 if such amount represents all remaining availability under the limit set forth in the case of the incurrence or provision of any Incremental Facility in connection with a Limited Condition Transaction, no Specified Event of Default) shall have occurred and be continuing and (y) in no event shall it be a condition to the effectiveness of, or borrowing under, any Incremental Facility that any representation or warranty of any Loan Party set forth herein be true and correct, except and solely to the extent required by the Additional Lenders providing such Incremental Facilitynext sentence). Notwithstanding anything to the contrary herein, the aggregate principal amount of the Incremental Facilities that can be incurred at any time Term Loans and the Revolving Commitment Increases, when aggregated with the amount of Permitted Notes issued in reliance on Section 7.03(s)(i) and Section 7.03(s)(ii)(x), shall not exceed (x) $350,000,000 (the “Initial Incremental Amount”) plus (y) the Borrower may incur additional Incremental Term Loans and/or Revolving Commitment Increases (a “Ratio-Based Incremental Facility”) so long as the Borrower’s First Lien Secured Leverage Ratio, determined on a Pro Forma Basis as of the last day of the most recently ended Test Period for which financial statements were required to have been delivered pursuant to Section 6.01(a) or (b), as applicable (or, if no Test Period has passed, as of the last four quarters ended), in each case, as if such Ratio-Based Incremental Facility (and Revolving Credit Loans in an amount equal to the full amount of any such Revolving Commitment Increase) had been outstanding on the last day of such four quarter period, shall not exceed 3.50 to 1.00. The Incremental Term Loans (a) shall rank pari passu or junior in right of payment and of security with the Revolving Credit Loans and the Term Loans; provided that any Incremental Term Loans ranking junior in right of payment and security shall be deemed to rank pari passu in right of payment and of security with the Revolving Credit Loans and the Term Loans for purposes of calculating the First Lien Secured Leverage Ratio with respect to any incurrence of a Ratio-Based Incremental Facility, (b) shall not mature earlier than the Maturity Date with respect to the Term B-35 Loans, (c) shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of then-existing Term B-35 Loans and (d) the Applicable Rate for the Incremental Cap at such time. Each Term Loan, and subject to clause (c) above, amortization for the Incremental Facility Term Loans shall be in a minimum principal amount of $5,000,000 determined by the Borrower and integral multiples of $1,000,000 in excess thereof the applicable new Lenders; provided, however, that if any such additional Incremental Term Loans are requested prior to the date that is eighteen (18) months after the Amendment No. 78 Effective Date, (i) then if the interest rate margins for the Incremental Term Loans shall not be greater than the highest interest rate margins that may, under any circumstances, be payable with respect to Term B-3 Loans plus 50 basis points (unless the Borrowers interest rate margins applicable to the Term B-3 Loans are increased to the extent necessary to achieve the foregoing)any Incremental Term Loan is more than 50 basis points per annum greater than the applicable interest rate margin under the Term B-5 Loans, then the applicable interest rate margin under the Term B-5 Loans shall be adjusted so that the interest rate margins relating to the Term B-5 Loans is not less than the applicable interest rate margin to such Incremental Term Loans by more than 00 xxxxx xxxxxx, (xx) solely for purposes of the foregoing clause (i), the interest rate margins applicable to any Term Loans or Incremental Term Loans shall be deemed to include all upfront or similar fees or original issue discount payable by the Borrower generally to the Lenders providing such Term Loans or such Incremental Term Loans based on an assumed four-year life to maturity (but excluding arrangement fees, structuring fees, incentive fees, commitment fees, underwriting fees or other fees payable to any lead arranger (or its affiliates) in connection with the commitment or syndication of such Indebtedness) and (iii) if the lowest permissible Eurocurrency Rate is greater than 0.75% or the lowest permissible Base Rate is greater than 1.75% for such Incremental Term Loans, the difference between such “floor” and 0.75%, in the case of Eurocurrency Rate Incremental Term Loans, or 1.75%, in the case of Base Rate Incremental Term Loans, shall be equated to interest rate margin for purposes of clause (i) above; provided that except as provided above, the terms and conditions applicable to Incremental Term Loans may be materially different from those of the Term Loans to the extent such differences are reasonably satisfactory to the Administrative Agent. Each notice from the Borrower pursuant to this Section 2.14 shall set forth the requested amount and proposed terms of the relevant Incremental Term Loans or Revolving Commitment Increases. Incremental Term Loans may be made, and Revolving Commitment Increases may be provided, by any existing Lender (but each existing Lender will not have an obligation to make a portion of any Incremental Term Loan or any portion of any Revolving Commitment Increase) or by any other bank or other financial institution (any such other bank or other financial institution being called an “Additional Lender”), provided that the Administrative Agent, L/C Issuer and/or Swing Line Lender, as applicable, shall have consented (not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Lender’s making such Incremental Term Loans or providing such Revolving Commitment Increases to the extent any such consent would be required under Section 10.07(b) for an assignment of Loans or Revolving Credit Commitments, as applicable, to such Lender or Additional Lender. Commitments in respect of Incremental Term Loans and Revolving Commitment Increases shall become Commitments (or in the case of a Revolving Commitment Increase to be provided by an existing Revolving Credit Lender, an increase in such Lender’s applicable Revolving Credit Commitment) under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent otherwise agree); provided that Agent. The Incremental Amendment may, without the consent of Borrower, or any other Loan Party, Agents or Lenders, effect such amount amendments to this Agreement and the other Loan Documents as may be less than $5,000,000 necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.14. The Borrower will use the proceeds of the Incremental Term Loans and Revolving Commitment Increases for any purpose not prohibited by this Agreement. No Lender shall be obligated to provide any Incremental Term Loans or Revolving Commitment Increases, unless it so agrees. Upon each increase in the Revolving Credit Commitments pursuant to this Section 2.14, (a) if the increase relates to the Revolving Credit Facility, each Revolving Credit Lender immediately prior to such amount represents increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Revolving Commitment Increase (each, a “Revolving Commitment Increase Lender”), and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed (in the case of an increase to the Revolving Credit Facility only), a portion of such Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (i) participations hereunder in Letters of Credit and (ii) participations hereunder in Swing Line Loans held by each Revolving Credit Lender (including each such Revolving Commitment Increase Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment and (b) if, on the remaining availability date of such increase, there are any Revolving Credit Loans under the aggregate principal amount applicable Facility outstanding, such Revolving Credit Loans shall on or prior to the effectiveness of Incremental Facilities set forth abovesuch Revolving Commitment Increase be prepaid from the proceeds of additional Revolving Credit Loans made hereunder (reflecting such increase in Revolving Credit Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.05. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence.

Incremental Credit Extensions. (a) The Borrowers Finance may at any time or from time to time on one or more occasions after the Effective Date Date, by written notice delivered to the Administrative Agent request (i) one or more additional Classes of term loans (each, an each a “Incremental Term Facility”), ) and/or (ii) one or more additional term loans of the same Class of any existing Class of term loans (each, an each a “Incremental Term Increase”), and the Co-Borrowers may at any time or from time to time on one or more occasions after the Effective Date, by written notice delivered to the Administrative Agent request (iiii) one or more increases in the amount of the Revolving Commitments of any Class (each such increase, an “Incremental Revolving Commitment Increase”) and/or (ivii) one or more additional Classes of Revolving Commitments (the “Additional/Replacement Revolving Commitments,” and, together with any Incremental Term Facility, Incremental Term Increase and the Incremental Revolving Commitment Increases, the “Incremental Facilities”); provided that (x) after giving effect to any Incremental Facility Amendment referred to below and at the time that any such Incremental Facility is made or effected, (x) no Event of Default (or, in the case of the incurrence or provision of any Incremental Facility in connection with a Limited Condition Transaction, no Specified Event of Default) shall have occurred and be continuing and (y) the representations and warranties set forth in no event shall it be a condition to the effectiveness ofLoan Documents (or, in the case of the incurrence or borrowing under, provision of any Incremental Facility that any representation or warranty of any Loan Party set forth herein in connection with a Limited Condition Transaction, customary specified representations and warranties and customary specified acquisition agreement representations and warranties) shall be true and correctcorrect in all material respects on and as of such date (provided that, except and solely in each case, to the extent required by the Additional Lenders providing that such Incremental Facilityrepresentations and warranties specifically refer to an earlier date, they shall be true and correct in all material respect as of such earlier date; provided further that, in each case, any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respect as of such date). Notwithstanding anything to the contrary herein, the aggregate principal amount of the Incremental Facilities that can be incurred at any time shall not exceed the Incremental Cap at such time. Each Incremental Facility shall be in a minimum principal amount of $5,000,000 and integral multiples of $1,000,000 in excess thereof (unless the Co-Borrowers and the Administrative Agent otherwise agree); provided that such amount may be less than $5,000,000 if such amount represents all the remaining availability under the aggregate principal amount of Incremental Facilities set forth above.

Incremental Credit Extensions. (a) The Borrowers Company may at any time or from time to time on one or more occasions after the Amendment No. 35 Effective Date Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the applicable Lenders), request (ix) one or more additional Classes increases in any existing tranche of term loans (each, an “Incremental Term Facility”), (ii) Loans or one or more additional term loans of the same Class of any existing Class tranches of term loans loan commitments (each, an the “Incremental Term Increase”)Loan Commitments” and the loans made thereunder, the “Incremental Term Loans” ) or (iiiy) one or more increases in the amount of the Revolving Credit Commitments and/or additional tranches of any Class Revolving Credit Commitments (each such increaseincrease or additional tranche, an “Incremental Revolving Commitment Increase”) and/or (iv) one or more additional Classes of Revolving Commitments (the “Additional/Replacement Revolving Commitments,Credit Commitment” and, together with any Incremental Term Facility, Incremental Term Increase and the Incremental Revolving Commitment IncreasesCredit Loans made pursuant thereto, the “Incremental FacilitiesRevolving Credit Loans”); , provided that (xi) both at the time of any such requestimmediately prior to and after giving effect to the effectiveness of any Incremental Facility Amendment referred to below and at (including, in the time that case of any such Incremental Facility is made or effectedTerm Loan, after giving effect thereto), no Event of Default (or, in the case of the incurrence or provision of any Incremental Facility in connection with a any Limited Condition Transaction, Transaction no Specified Event of DefaultDefault under Article 8(a) or Article 8(f)) shall have occurred and be continuing and continuing, (yii) in no event shall it be a condition to the effectiveness of, or borrowing under, any Incremental Facility that any representation or warranty of any Loan Party set forth herein be true and correct, except and solely to the extent required by the Additional Lenders providing such Incremental Facility. Notwithstanding anything to the contrary herein, the aggregate principal amount of the Incremental Facilities Term Loans and Incremental Revolving Credit Commitments that can shall be incurred at any time or that shall become effective shall not exceed exceed, together with any Indebtedness incurred pursuant to Section 7.02(y), the Incremental Cap Amount (it being agreed that the Term B-1 Loans shall not be included in the calculation of the usage of the Incremental Cap Amount for purposes of borrowing the Term B-1 Loans on the Amendment No. 1 Effective Date or thereafter, for purposes of calculating the usage of clause (c) of the definition of Incremental Cap Amount), (iii) the representations and warranties in Article 4 (or, at the option of the Company, in the case of Incremental Term Loans or Incremental Revolving Credit Commitments incurred to finance a Limited Condition Transaction, the Specified Representations) shall be true and correct in all material respects (except that any representation and warranty that is qualified by materiality shall be true and correct in all respects) on and as of the effective date of such time. Each Incremental Facility Term Loan or Incremental Revolving Credit Commitment (or, at the option of the Company, in the case of Incremental Term Loans or Incremental Revolving Credit Commitments incurred to finance a Limited Condition Transaction, on the date on which the definitive agreement for such acquisition or investment is entered into) (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct in all material respects (except that any representation and warranty that is qualified by materiality shall be true and correct in all respects) as of such date); (iv) each tranche of Incremental Term Loans shall be in a minimum an aggregate principal amount of that is not less than $50,000,000 and each Incremental Revolving Credit Commitment shall be in an aggregate principal amount that is not less than $5,000,000 and integral multiples of $1,000,000 provided that, in excess thereof (unless the Borrowers and the Administrative Agent otherwise agree); provided that each case, such amount may be less than $5,000,000 such amount if (x) such amount represents all the remaining availability under the aggregate principal amount of Incremental Facilities limit set forth abovein clause (ii) above or (y) if otherwise agreed to by the Administrative Agent, (v) if an Incremental Revolving Credit Commitment is requested, the Borrower shall have delivered to the Administrative Agent a certificate demonstrating in reasonable detail that after giving effect to the incurrence of such Incremental Revolving Credit Commitment (assuming a full drawing thereof) and the use of proceeds thereof on a Pro Forma Basis the Company would be in compliance with the Financial Covenants recomputed as of the end of the most recently ended Test Period; (vi) the Borrower shall deliver to the Administrative Agent (a) a certificate of each Loan Party dated as of the date of such increase signed by an authorized officer of such Loan Party certifying and attaching resolutions adopted by the board of directors or equivalent governing body of such Loan Party approving such increase and (b) customary opinions of legal counsel to the Loan Parties, addressed to the Administrative Agent and each lender under the Incremental Term Loans or Incremental Revolving Credit Commitment, as applicable, on the date thereof, dated as of the effective date of such increase and (vii) there shall be not more than two separate tranches of Revolving Credit Commitments and Incremental Revolving Credit Commitments in effect at any time, excluding Incremental Revolving Credit Commitments with identical terms to the Initial Revolving Credit Commitments.

Incremental Credit Extensions. (a) The Borrowers may at At any time or and from time to time on time, subject to the terms and conditions set forth herein, the Borrower may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request to add one or more occasions after tranches of term A loans (the Effective Date request “Incremental Term A Loans”) or term B loans (i) the “Incremental Term B Loans” and, together with the Incremental Term A Loans, the “Incremental Term Loans”), one or more increases in any Class of Term Loans or Incremental Term Loans (the “Incremental Term Loan Increases”), one or more additional Classes of term loans revolving credit facility tranches (each, an the “Incremental Term FacilityRevolving Facilities”), (ii) one or more additional term loans of the same Class of any existing Class of term loans (each, an “Incremental Term Increase”), (iii) one or more increases in the amount of the Revolving Commitments of any Class (each such increase, an “Incremental Revolving Commitment Increase”) and/or (iv) one or more additional Classes of Revolving Credit Commitments (the “Additional/Replacement Incremental Revolving Commitments,” and, Increases”; together with any the Incremental Term FacilityLoans, the Incremental Term Increase Loan Increases and the Incremental Revolving Commitment IncreasesFacilities, the “Incremental Facilities”); provided that (xi) after giving Pro Forma Effect thereto (assuming that any such Incremental Revolving Facilities or Incremental Revolving Increases are drawn in full and excluding the cash proceeds of such Incremental Facility) and after giving effect to any Specified Transaction consummated in connection therewith, the Borrower is in compliance (on a Pro Forma Basis) the Financial Covenant as of the end of the most recent Test Period (as if the incurrence of such Incremental Facility Amendment referred to below had occurred on the first day of such Test Period); provided that the aggregate amount of the Incremental Term Loans, Incremental Term Loan Increases and the Incremental Revolving Credit Commitments shall not exceed the sum of (A) (x) $200,000,000, plus (B) additional amounts so long as, at the time that of issuance or incurrence thereof, the Consolidated First Lien Net Leverage Ratio, determined on a Pro Forma Basis as of the last day of the most recently ended period of eight consecutive fiscal quarters for which financial statements are internally available, as if any Incremental Term Loans, Incremental Term Loan Increases or Incremental Revolving Increases, as applicable, available under such Incremental Facility is made or effectedFacilities had been outstanding on the last day of such period, no Event of Default (orand, in the each case (x) with respect to any Incremental Revolving Credit Commitment, assuming a borrowing of the incurrence or provision maximum amount of any Incremental Facility in connection with a Limited Condition TransactionLoans available thereunder, no Specified Event of Default) shall have occurred and be continuing and (y) in no event shall it be a condition to excluding the effectiveness of, or borrowing under, any Incremental Facility that any representation or warranty cash proceeds of any Loan Party set forth herein be true and correct, except and solely to the extent required by the Additional Lenders providing such Incremental Facility. Notwithstanding anything to Loans, does not exceed 4.00:1.00 and (ii) the contrary herein, sum of (A) the aggregate principal amount of the all Incremental Revolving Facilities and (B) all Incremental Facilities that can be incurred at any time consisting of Incremental Revolving Increases shall not exceed the Incremental Cap at such time. Each Incremental Facility shall be in a minimum principal amount of $5,000,000 and integral multiples of $1,000,000 in excess thereof (unless the Borrowers and the Administrative Agent otherwise agree); provided that such amount may be less than $5,000,000 if such amount represents all the remaining availability under the aggregate principal amount of Incremental Facilities set forth above.20,000,000;

Incremental Credit Extensions. (a) The Borrowers may at At any time or and from time to time on one time, subject to the terms and conditions set forth herein, the Borrower or more occasions after any Subsidiary Guarantor may, by notice to the Effective Date Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (i) to increase the amount of Term B Loans of any Class or add one or more additional Classes tranches of term loans (eachany such Term B Loans or additional tranche of term loans, an the “Incremental Term FacilityLoans”), (ii) one or more additional term loans of the same Class of any existing Class of term loans (each, an “Incremental Term Increase”), (iii) and/or one or more increases in the amount of Revolving Credit Commitments under any Revolving Credit Facility (a “Revolving Credit Commitment Increase” and collectively, the Revolving Commitments of any Class (each such increase, an “Incremental Revolving Commitment IncreaseCredit Commitments”) and/or (iv) one or more additional Classes of Revolving Commitments (the “Additional/Replacement Revolving Commitments,” and, ; together with any the Incremental Term Facility, Incremental Term Increase and the Incremental Revolving Commitment IncreasesLoans, the “Incremental Facilities”); provided that . Notwithstanding anything to contrary herein, (xi) the aggregate Dollar Equivalent amount of all Incremental Facilities (other than Refinancing Term Loans and Refinancing Revolving Credit Commitments) (determined at the time of incurrence), together with the aggregate principal amount of all Incremental Equivalent Debt, shall not exceed the Incremental Cap and (ii) after giving effect to any Incremental Facility Amendment referred to below and at the time that any such Incremental Facility is made or effected, no Event of Default (or, in the case of the incurrence or provision of any Incremental Facility in connection with a Limited Condition Transaction, no Specified Event of Default) shall have occurred and be continuing and (y) in no event shall it be a condition to the effectiveness of, or borrowing under, any Incremental Facility that any representation or warranty of any Loan Party set forth herein be true and correct, except and solely to the extent required by the Additional Lenders providing such Incremental Facility. Notwithstanding anything to the contrary hereinRevolving Credit Commitments, the aggregate principal amount of the Incremental Facilities that can be incurred at any time all Revolving Credit Commitment Increases shall not exceed the Incremental Cap at such time$15,000,000. Each Incremental Facility shall be in a minimum principal amount of $5,000,000 and an integral multiples multiple of $1,000,000 and be in excess thereof (unless the Borrowers and the Administrative Agent otherwise agree); an aggregate principal amount that is not less than $5,000,000 in case of Incremental Term Loans or $5,000,000 in case of Incremental Revolving Credit Commitments, provided that such amount may be less than $5,000,000 the applicable minimum amount if such amount represents all the remaining availability under the aggregate principal amount of Incremental Facilities hereunder as set forth above. Each Incremental Facility shall have the same guarantees as (and shall not be guaranteed by any Person that is not otherwise a Guarantor), and to the extent secured, shall be secured by only the same Collateral securing, all of the other Loan Obligations under this Agreement (provided that, in the case of any Incremental Facility that is funded into Escrow, such Incremental Facility may be secured by the applicable funds and related assets held in Escrow (and the proceeds thereof) until such Incremental Facility is released from Escrow).

Incremental Credit Extensions. (a) The Borrowers Borrower may at any time or from time to time on one or more occasions after the Effective Date Original Closing Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (ia) one or more additional Classes tranches of term loans (each, an the “Incremental Term FacilityLoans”), ) or (ii) one or more additional term loans of the same Class of any existing Class of term loans (each, an “Incremental Term Increase”), (iiib) one or more increases in the amount of the Revolving Commitments of any Class of Revolving Credit Commitments (each such increase, an a “Incremental Revolving Commitment Increase”) and/or (iv) one or more additional Classes of Revolving Commitments (the “Additional/Replacement Revolving Commitments,” and), together with any Incremental Term Facility, Incremental Term Increase and the Incremental Revolving Commitment Increases, the “Incremental Facilities”); provided that (xi) after giving effect to both at the time of any such request and upon the effectiveness of any Incremental Facility Amendment referred to below below, no Default or Event of Default shall exist and at the time that any such Incremental Facility Term Loan is made (and after giving effect thereto) no Default or effected, no Event of Default shall exist and (orii) the Borrower shall be in compliance with each of the covenants set forth in Section 7.11 determined on a Pro Forma Basis as of the last day of the most recent Test Period, in each case, as if such Incremental Term Loans or Revolving Commitment Increases, as applicable, had been outstanding and fully borrowed on the case last day of such fiscal quarter of the incurrence or provision Borrower for testing compliance therewith. Each tranche of any Incremental Facility Term Loans and each Revolving Commitment Increase shall be in connection with a Limited Condition Transaction, no Specified Event of Default) shall have occurred and an aggregate principal amount that is not less than $10,000,000 (provided that such amount may be continuing and (y) in no event shall it be a condition to less than $10,000,000 if such amount represents all remaining availability under the effectiveness of, or borrowing under, any Incremental Facility that any representation or warranty of any Loan Party limit set forth herein be true and correct, except and solely to in the extent required by the Additional Lenders providing such Incremental Facilitynext sentence). Notwithstanding anything to the contrary herein, the aggregate principal amount of the Incremental Facilities that can be incurred at any time Term Loans and the Revolving Commitment Increases shall not exceed the Incremental Cap at such time. Each Incremental Facility shall be in a minimum principal amount sum of $5,000,000 50,000,000. The Incremental Term Loans (a) shall rank pari passu in right of payment and integral multiples of $1,000,000 in excess thereof (unless security with the Borrowers Revolving Credit Loans and the Administrative Agent otherwise agree); provided that Term Loans, (b) shall not mature earlier than the Latest Maturity Date of any Loans outstanding at the time of Incurrence of such amount may be less Incremental Term Loans and shall have a weighted average life to maturity no shorter than $5,000,000 if the weighted average life to maturity of the Term B 2 Loans (except by virtue of amortization of or prepayment of such amount represents all the remaining availability under the aggregate principal amount Term B 2 Loans prior to such date of Incremental Facilities determination) and (c) except as set forth above., shall be treated substantially the same as the Term B 2 Loans (in each case, including with respect to mandatory and voluntary prepayments), provided that the interest rates and amortization schedule (subject to clause (b) above) applicable to the Incremental Term Loans shall be determined by the Borrower and the lenders thereof; provided further that (i) if the Applicable Rate (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount that are paid to all Lenders (and not any one Lender) providing such Incremental Term Loans) relating to any Incremental Term Loans exceeds the

Incremental Credit Extensions. (a) The Borrowers Company may at any time or from time to time on one or more occasions after the Sixth Amendment Effective Date but excluding during the Pre-IPO Period, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (ia) one or more additional Classes tranches of term loans (each, an the “Incremental Term FacilityLoans”), ) or (ii) one or more additional term loans of the same Class of any existing Class of term loans (each, an “Incremental Term Increase”), (iiib) one or more increases in the amount of the Revolving Credit Commitments of any Class (each such increase, an a “Incremental Revolving Commitment Increase”) and/or (iv) one or more additional Classes of Revolving Commitments (the “Additional/Replacement Revolving Commitments,” and, together with any Incremental Term Facility, Incremental Term Increase and the Incremental Revolving Commitment Increases, the “Incremental Facilities”); provided that (xi) after giving effect to both at the time of any such request and upon the effectiveness of any Incremental Facility Amendment referred to below below, no Default or Event of Default shall exist and at the time that any such Incremental Facility Term Loan is made (and after giving effect thereto) no Default or effected, no Event of Default shall exist and (orii) the Company shall be in compliance with the covenant set forth in Section 7.11(a) determined on a Pro Forma Basis as of the date of such Incremental Term Loan or Revolving Commitment Increase and the last day of the most recent Test Period (regardless of whether such covenant is then applicable), in each case, as if such Incremental Term Loans or Revolving Commitment Increases, as applicable, had been outstanding on the case last day of such fiscal quarter of the incurrence or provision Company for testing compliance therewith. Each tranche of any Incremental Facility Term Loans and each Revolving Commitment Increase shall be in connection with a Limited Condition Transaction, no Specified Event of Default) shall have occurred and an aggregate principal amount that is not less than $50,000,000 (provided that such amount may be continuing and (y) in no event shall it be a condition to less than $50,000,000 if such amount represents all remaining availability under the effectiveness of, or borrowing under, any Incremental Facility that any representation or warranty of any Loan Party limit set forth herein be true and correct, except and solely to in the extent required by the Additional Lenders providing such Incremental Facilitynext sentence). Notwithstanding anything to the contrary herein, the aggregate principal amount of the Incremental Facilities that can be incurred at any time Term Loans, the Revolving Commitment Increases and Alternative Incremental Facility Debt (x) after the Sixth Amendment Effective Date and prior to the AS Separation Date shall not exceed $750,000,000 and (y) from and after the Incremental Cap at such time. Each Incremental Facility AS Separation Date shall be in a minimum principal amount of not exceed $5,000,000 and integral multiples of $1,000,000 in excess thereof (unless the Borrowers and the Administrative Agent otherwise agree); provided that such amount may be 500,000,000 less than $5,000,000 if such amount represents all the remaining availability under the aggregate principal amount (not in excess of $500,000,000) of Incremental Facilities Term Loans, Revolving Commitment Increases and Alternative Incremental Facility Debt incurred after the Sixth Amendment Effective Date and prior to the AS Separation Date; provided that the aggregate amount of the Revolving Commitment Increases shall not exceed $200,000,000. The Incremental Term Loans (a) shall rank pari passu or junior in right of payment and of security with the Revolving Credit Loans and the Term Loans, (b) shall not mature earlier than the Latest Maturity Date with respect to the Term Loans that is in effect on the date such Incremental Term Loans are incurred and (c) except as set forth above, shall be treated substantially the same as the Term Loans (in each case, including with respect to mandatory and voluntary prepayments), provided that (i) the terms and conditions applicable to Incremental Term Loans may be materially different from those of the Term Loans to the extent such differences are reasonably acceptable to the Arrangers and (ii) the interest rates and amortization schedule applicable to the Incremental Term Loans shall be determined by the Company and the lenders thereof. Each notice from the Company pursuant to this Section shall set forth the requested amount and proposed terms of the relevant Incremental Term Loans or Revolving Commitment Increases. Incremental Term Loans may be made, and Revolving Commitment Increases may be provided, by any existing Lender or by an Additional Lender; provided that the Administrative Agent shall have consented (not to be unreasonably withheld) to such Lender’s or Additional Lender’s making such Incremental Term Loans or providing such Revolving Commitment Increases if such consent would be required under Section 10.07(b) for an assignment of Loans or Revolving Credit Commitments, as applicable, to such Lender or Additional Lender. Commitments in respect of Incremental Term Loans and Revolving Commitment Increases shall become Commitments (or in the case of a Revolving Commitment Increase to be provided by an existing Revolving Credit Lender, an increase in such Lender’s applicable Revolving Credit Commitment) under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by Holdings, the Company, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Company, to effect the provisions of this Section. The effectiveness of any Incremental Amendment shall be subject to the satisfaction on the date thereof (each, an “Incremental Facility Closing Date”) of each of the conditions set forth in Section 4.02 (it being understood that all references to “the date of such Credit Extension” or similar language in such Section 4.02 shall be deemed to refer to the effective date of such Incremental Amendment) and such other conditions as the parties thereto shall agree. The Company will use the proceeds of the Incremental Term Loans and Revolving Commitment Increases for any purpose not prohibited by this Agreement. No Lender shall be obligated to provide any Incremental Term Loans or Revolving Commitment Increases, unless it so agrees. Upon each increase in the Revolving Credit Commitments pursuant to this Section, each Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Revolving Commitment Increase (each a “Revolving Commitment Increase Lender”) in respect of such increase, and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of such Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (i) participations hereunder in Letters of Credit and (ii) participations hereunder in Swing Line Loans held by each Revolving Credit Lender (including each such Revolving Commitment Increase Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment and (b) if, on the date of such increase, there are any Revolving Credit Loans outstanding, such Revolving Credit Loans shall on or prior to the effectiveness of such Revolving Commitment Increase be prepaid from the proceeds of additional Revolving Credit Loans made hereunder (reflecting such increase in Revolving Credit Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.05. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence.

Incremental Credit Extensions. (a) The Borrowers Borrower may at any time or from time to time on after the Closing Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request one or more occasions after increases to the Effective Date request (i) then-existing Term Loans or one or more additional Classes of term loans Term Loans (each, an the “Incremental Term FacilityLoans”); provided, that (i) unless the Person providing such Incremental Term Loans otherwise agrees, no Default or Event of Default shall have occurred at the time of the incurrence of such Incremental Term Loans and be continuing or result therefrom, (ii) one or more additional term loans of the same Class no Lender shall be obligated to provide any Incremental Term Loans as a result of any existing Class of term loans (eachsuch request by the Borrower, and until such time, if any, as such Lender has agreed in writing in its sole discretion to provide an “Incremental Term Increase”)Loan and executed and delivered to the Administrative Agent an Incremental Amendment as provided below in this Section 2.14, such Lender shall not be obligated to fund any Incremental Term Loans, (iii) one each increase in then-existing Term Loans or more increases additional Class of Incremental Term Loans shall be in an aggregate principal amount that is not less than $1,000,000 (or, if less, the amount of any Incremental Term Loan made in reliance on clause (i) or clause (ii) of the Revolving Commitments definition of any Class Maximum Incremental Facilities Amount) (each provided, that such increase, an “Incremental Revolving Commitment Increase”amount may be less than $1,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence or the Administrative Agent otherwise consents) and/or and (iv) one or more additional Classes the Borrower shall have delivered to the Administrative Agent and each Lender a certificate executed by an Authorized Officer of Revolving Commitments (the “Additional/Replacement Revolving Commitments,” andBorrower, together with any Incremental Term Facilitycertifying, Incremental Term Increase and to the Incremental Revolving Commitment Increasesbest of such officer’s knowledge, the “Incremental Facilities”); provided that (x) after giving effect to any Incremental Facility Amendment referred to below and at compliance with the time that any such Incremental Facility is made or effectedrequirements of preceding clause (i), no Event of Default (or, in the case provisos of the incurrence or provision second succeeding sentence, and of any Incremental Facility in connection with a Limited Condition TransactionSection 6, no Specified Event of Default) shall have occurred and be continuing and (y) in no event shall it be a condition to the effectiveness of“Maximum Incremental Facilities Amount”, or borrowing under, any Incremental Facility that any representation or warranty of any Loan Party including the ratio set forth herein be true and correcttherein, except and solely to if applicable, at the extent required by the Additional Lenders providing such Incremental Facilitytime of incurrence (together with calculations thereof in reasonable detail). Notwithstanding anything to the contrary herein, in no event shall the aggregate principal amount of the Incremental Facilities that can be Term Loans incurred at any time shall not exceed the Maximum Incremental Cap at Facilities Amount as of such time. Each The Incremental Facility Term Loans shall be secured by the Security Documents, and guaranteed under the Guaranty, on an equal and ratable basis with all other Obligations secured by the Security Documents and guaranteed under the Guaranty and shall be treated substantially the same as the existing Term Loans (in each case, including with respect to mandatory and voluntary prepayments); provided, however, that: (i) the interest rate applicable to a minimum principal amount Class of $5,000,000 Incremental Term Loans may differ from that applicable to the Initial Term Loans or any other Class of Incremental Term Loans, provided, however, if the “effective yield” applicable to a given Class of Incremental Term Loans (which, for such purposes only, shall be deemed to take account of any then applicable interest rate margin, interest rate benchmark floors, recurring fees and integral multiples all upfront or similar fees or original issue discount (amortized over the shorter of $1,000,000 (x) the life of such loans and (y) four years) payable to all Lenders providing such Class of Incremental Term Loans but exclusive of any arrangement, structuring or other fees payable in excess thereof connection therewith that are not shared with all Lenders providing such Class of Incremental Term Loans) determined as of the initial funding date for such Class of Incremental Term Loans exceeds the “effective yield” of any Initial Term Loans or any other Class of Incremental Term Loans (unless the Borrowers terms of such Class provide that such Class is not subject to this provision) (determined on the same basis as provided above, with the comparative determination to be made in the reasonable judgment of the Required Lenders consistent with generally accepted financial practice) by more than 0.50% (the amount of such excess over 0.50% being the “Yield Differential”), the Applicable Margin for such Initial Term Loans or such other Class of Incremental Term Loans subject to a Yield Differential shall automatically be increased by the Yield Differential (including, as provided in the following proviso, the LIBO Rate or Base Rate floor) effective upon the making of the applicable Incremental Term Loans; provided, that, in determining the interest rate margins applicable to the Incremental Term Loans and the Initial Term Loans or such other Class of Incremental Term Loans (x) original issue discount (“OID”) or upfront fees (which shall be deemed to constitute like amounts of OID) payable by the Borrower to the Lenders under the Initial Term Loans or any other Class of Incremental Term Loans in the initial primary syndication thereof shall be included (with OID being equated to interest based on assumed four-year life to maturity) and (y) if the Incremental Term Loans include a LIBO Rate floor or Base Rate floor greater than the LIBO Rate floor or Base Rate floor applicable to the then-existing Initial Term Loans or any other then-existing Class of Incremental Term Loans, (I) such increased amount shall be equated to interest margin for purposes of determining whether an increase to the applicable interest margin under the then-existing Initial Term Loans or any other then-existing Class of Incremental Term Loans shall be required and (II) to the extent an increase in the LIBO Rate floor or Base Rate floor in the then-existing Initial Term Loans or any other then-existing Class of Incremental Term Loans would cause an increase in the interest rate then in effect thereunder, the LIBO Rate floor or Base Rate floor (but not the interest rate margin) applicable to the Initial Term Loans or any other then-existing Class of Incremental Term Loans shall be increased by such increased amount; (ii) [reserved]; (iii) the final stated maturity date for a given Class of Incremental Term Loans may be on or later (but not sooner) than, the Initial Maturity Date; (iv) the amortization requirements for a given Class of Incremental Term Loans may differ, so long as the Weighted Average Life to Maturity of such Incremental Term Loans is no shorter than the remaining Weighted Average Life to Maturity applicable to the then outstanding Term Loans (except to the extent of nominal amortization for periods where amortization has been eliminated as a result of prepayment of the applicable Loans); (v) except as otherwise required or as permitted in clauses (i) through (iv) above, the other terms of a given Class of Incremental Term Loans shall be on terms and pursuant to documentation to be determined by the Borrower and the Lenders and/or Additional Lenders providing such Incremental Term Loans and shall, at all times prior to the Latest Maturity Date then in effect at the time of such incurrence, be substantially consistent with the terms of the Term Loans; provided, that such terms may differ if reasonably satisfactory to the Administrative Agent otherwise agree(at the direction of the Required Lenders); provided provided, further, that any such amount terms that are not substantially consistent with the then-existing Term Loans shall be no more favorable (taken as a whole) to the relevant Lenders under such Incremental Term Loans than those applicable to the then-existing Term Loans (taken as a whole) and (vi) the proceeds of Incremental Term Loans may be less than $5,000,000 if utilized by Holdings, the Borrower or any of their respective Subsidiaries as may be agreed by the Borrower and the Lenders providing the Incremental Term Loans, to the extent not otherwise prohibited by this Agreement. Notwithstanding the foregoing, Incremental Term Loans may have identical terms to any of the Term Loans and be treated as the same Class as any of such amount represents all the remaining availability under the aggregate principal amount of Incremental Facilities set forth aboveTerm Loans.

Incremental Credit Extensions. (af)a) The Borrowers Borrower may at any time or from time to time on one or more occasions after the Effective Date Date, by written notice delivered to the First Lien Administrative Agent, request (i) one or more additional Classes of term loans (each, an each a “First Lien Incremental Term Facility”), (ii) one or more additional term loans of the same Class of any existing Class of term loans previously entered into pursuant to clause (each, i) (each an “First Lien Incremental Term Increase”), (iii) one or more increases in the amount of the Revolving Commitments of any Class (each such increase, an “Incremental Revolving Commitment Increase”) and/or (iv) one or more additional Classes of Revolving Commitments (the “Additional/Replacement Revolving Commitments,” and, together with any First Lien Incremental Term Facility, First Lien Incremental Term Increase and the Incremental Revolving Commitment Increases, the “First Lien Incremental Facilities” and any Loans thereunder, the “Incremental Loans”); provided that (x) that, after giving effect to the effectiveness of any Incremental Facility Amendment referred to below and at the time that any such First Lien Incremental Facility is made or effected, no Event of Default (orexcept, in the case of the incurrence or provision of any First Lien Incremental Facility in connection with a Limited Condition Transaction, no Specified Event of DefaultDefault at the time of such Limited Condition Transaction) shall have occurred and be continuing and (y) in no event shall it be a condition to the effectiveness of, or borrowing under, any Incremental Facility that any representation or warranty of any Loan Party set forth herein be true and correct, except and solely to the extent required by the Additional Lenders providing such Incremental Facilitycontinuing. Notwithstanding anything to the contrary herein, the aggregate principal amount of the First Lien Incremental Facilities that can be incurred at any time shall not exceed the Incremental Cap at such time. Each First Lien Incremental Facility shall be in a minimum principal amount of $5,000,000 and integral multiples of $1,000,000 in excess thereof if such Incremental Facilities are denominated in Dollars (unless the Borrowers Borrower and the First Lien Administrative Agent otherwise agree); provided that such amount may be less than $5,000,000 if and to the extent such amount represents all the remaining availability under the aggregate principal amount of First Lien Incremental Facilities set forth above.

Incremental Credit Extensions. (a) The Borrowers may at any time or from time to time on one or more occasions after the Effective Date Date, by written notice delivered to the Administrative Agent request (i) one or more additional Classes of term loans (each, an “Incremental Term Facility”), (ii) one or more additional term loans of the same Class of any existing Class of term loans (each, an the “Incremental Term IncreaseLoans”), (iiiii) one or more increases in the amount of the Revolving Commitments of any Class (each such increase, an “Incremental Revolving Commitment Increase”) and/or or (iviii) one or more additional Classes of Revolving Commitments (the “Additional/Replacement Revolving Commitments,” and, together with any the Incremental Term Facility, Incremental Term Increase Loans and the Incremental Revolving Commitment Increases, the “Incremental Facilities”); provided that (x) that, after giving effect to the effectiveness of any Incremental Facility Amendment referred to below and at the time that any such Incremental Facility Term Loan, Incremental Revolving Commitment Increase or Additional/Replacement Revolving Commitment is made or effectedeffected (i) the First Lien Leverage Ratio shall be less than or equal to 1.50 to 1.00, calculated on a Pro Forma Basis (which shall assume that all such Incremental Facilities are secured by the Collateral on an equal priority basis (but without regard to the control of remedies) with the Liens securing the Secured Obligations whether or not so secured and shall assume, in the case of any Incremental Revolving Commitment Increase, that such commitments were fully drawn) and (ii) no Event of Default (orexcept, in the case of the incurrence or provision of any Incremental Facility in connection with a Limited Condition TransactionPermitted Acquisition or other Investment not prohibited by the terms of this Agreement, no Specified Significant Event of Default) shall have occurred and be continuing and (y) unless, in no event shall it be connection with a condition to the effectiveness of, Permitted Acquisition or borrowing under, any Incremental Facility that any representation or warranty of any Loan Party set forth herein be true and correct, except and solely to the extent required another Investment not prohibited by the Additional terms of this Agreement, customary “Sungard” or “certain funds” conditionality is otherwise agreed to by the Lenders providing such Incremental FacilityFacilities. Notwithstanding anything to the contrary herein, the aggregate principal amount of the Incremental Facilities that can be incurred at any time shall not exceed the Incremental Cap at such time. Each Incremental Facility shall be in a minimum principal amount of $5,000,000 and integral multiples of $1,000,000 in excess thereof if such Incremental Facilities are denominated in dollars (unless the Borrowers and the Administrative Agent otherwise agree); provided that such amount may be less than $5,000,000 if such amount represents all the remaining availability under the aggregate principal amount of Incremental Facilities set forth above.

Incremental Credit Extensions. (a) The Borrowers Borrower may at any time or from time to time on one or more occasions after the Effective Date Syndication Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly make a copy of such notice available to each of the Lenders), request (i) one or more additional Classes tranches or, in consultation with the Administrative Agent, additions to an existing tranche of term loans (each, an the “Incremental Term FacilityLoans”), (ii) one or more additional term loans of the same Class of any existing Class of term loans (each, an “Incremental Term Increase”), (iii) one or more increases in the amount of the Revolving Commitments of Commitment (any Class (each such increase, an a “Incremental Revolving Commitment Increase”) and/or (iv) one or more additional Classes of Revolving Commitments (; the “Additional/Replacement Revolving Commitments,” and, together with any Incremental Term Facility, Incremental Term Increase and the Incremental Revolving Commitment Increasescommitments thereunder, the “Incremental FacilitiesRevolving Commitments”); provided that (xi) after giving effect to any Incremental Facility Amendment referred to below and at the time that any making of such Incremental Facility is made Term Loans or effected, no Event of Default (or, in the case of the incurrence or provision of any Incremental Facility in connection with a Limited Condition Transaction, no Specified Event of Default) shall have occurred and be continuing and (y) in no event shall it be a condition to the effectiveness of, or borrowing under, any Incremental Facility that any representation or warranty of any Loan Party set forth herein be true and correct, except and solely to the extent required by the Additional Lenders providing such Incremental Facility. Notwithstanding anything to the contrary hereinRevolving Commitment Increase, the aggregate principal amount of all Incremental Term Loans and Incremental Revolving Commitments incurred pursuant to this Section 2.19 (together with any Incremental Equivalent Debt incurred pursuant to Section 7.03(s) after the Closing Date, any Second Lien Incremental Facilities that can be incurred at Term Loans and any time Second Lien Incremental Equivalent Debt) shall not exceed (x) $100,000,000 plus (y) an unlimited additional amount, so long as on a Pro Forma Basis after the incurrence of such Incremental Term Loans and such Incremental Revolving Commitments (A) if such Incremental Loan ranks pari passu in right of security on the Collateral with the Obligations (other than any Obligations in respect of other Incremental Loans or Refinancing Facilities secured on a junior lien basis to other Obligations), the First Lien Leverage Ratio as of the last day of the most recently ended Test Period does not exceed 3.90:1.00 and (B) if such Incremental Loan ranks junior in right of security on the Collateral to the Obligations (other than any Obligations in respect of other Incremental Loans or Refinancing Facilities secured on a junior lien basis to other Obligations), the Senior Secured Leverage Ratio as of the last day of the most recently ended Test Period does not exceed 6.40:1.00 (it being understood that any Incremental Loan may be incurred under clause (y) regardless of whether there is capacity under clause (x)); provided, further, that the Borrower shall have delivered a certificate of a Responsible Officer to the effect set forth in clause (A) or clause (B) above, as applicable, together with reasonably detailed calculations demonstrating compliance with clause (A) or clause (B) above, as applicable (which calculations shall, if made as of the last day of any fiscal quarter of the Borrower for which the Borrower has not delivered to the Administrative Agent the financial statements and Compliance Certificate required to be delivered by Section 6.01(a) or 6.01(b) and Section 6.02(a), respectively, be accompanied by a reasonably detailed calculation of Consolidated EBITDA for the relevant period); provided, further, that for purposes of the calculation of the First Lien Leverage Ratio and the Senior Secured Leverage Ratio used in determining the availability of Incremental Term Loans or Incremental Revolving Commitments under this Section 2.19(a), (i) any cash proceeds of any Incremental Term Loans or the Incremental Cap at such timeRevolving Commitments, as applicable, will not be netted for purposes of determining compliance with the First Lien Leverage Ratio or Senior Secured Leverage Ratio, as applicable, and (ii) the full amount of any Incremental Revolving Commitments shall be deemed to be Indebtedness then outstanding (whether or not then incurred). Each tranche of Incremental Facility Term Loans shall be in a minimum an aggregate principal amount of that is not less than $5,000,000 and integral multiples shall be in an increment of $1,000,000 in excess thereof (unless the Borrowers and the Administrative Agent otherwise agree); provided that such amount may be less than $5,000,000 if such amount represents all the remaining availability under the aggregate principal amount of Incremental Facilities limit set forth abovein the preceding sentence).

Incremental Credit Extensions. (a) The Borrowers Borrower may at any time or from time to time on one or more occasions after the Effective Date Closing Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Banks), request (i) one or more additional Classes tranches of term loans (each, an the “Incremental Term Facility”), (ii) one or more additional term loans of the same Class of any existing Class of term loans (each, an “Incremental Term Increase”), (iii) one or more increases in the amount of the Revolving Commitments of any Class (each such increase, an “Incremental Revolving Commitment Increase”) and/or (iv) one or more additional Classes of Revolving Commitments (the “Additional/Replacement Revolving Commitments,” and, together with any Incremental Term Facility, Incremental Term Increase and the Incremental Revolving Commitment Increases, the “Incremental FacilitiesLoans”); provided that (x) after giving effect to both at the time of any such request and upon the effectiveness of any Incremental Facility Amendment referred to below below, no Potential Default or Event of Default shall exist and at the time that any such Incremental Facility Term Loan is made (and after giving effect thereto) no Potential Default or effected, no Event of Default shall exist. Each tranche of Incremental Term Loans shall be in an aggregate principal amount that is not less than $25,000,000 (or, provided that such amount may be less than $25,000,000 if such amount represents all remaining availability under the limit set forth in the case of the incurrence or provision of any Incremental Facility in connection with a Limited Condition Transaction, no Specified Event of Default) shall have occurred and be continuing and (y) in no event shall it be a condition to the effectiveness of, or borrowing under, any Incremental Facility that any representation or warranty of any Loan Party set forth herein be true and correct, except and solely to the extent required by the Additional Lenders providing such Incremental Facilitynext sentence). Notwithstanding anything to the contrary herein, the aggregate principal amount of the Incremental Facilities that can be incurred at any time Term Loans shall not exceed $100,000,000 (the “Incremental Cap at Availability”); provided, that on a pro forma basis after giving effect to the incurrence of such time. Each Incremental Facility Term Loans (i) the Loan Parties shall be in a minimum principal amount pro forma compliance with (x) the Total Leverage Ratio and Senior Leverage Ratio set forth in Sections 5.2.16 and 5.2.17 hereof assuming, in each case, that the maximum permitted ratio is 0.25 to 1.00 lower than otherwise permitted pursuant to such Section and (y) the Interest Coverage Ratio set forth in Section 5.2.15. The Incremental Term Loans (a) shall rank pari passu in right of $5,000,000 payment and integral multiples of $1,000,000 security with the Loans, (b) shall not mature earlier than the Termination Date and (c) shall be treated substantially the same as the Loans (in excess each case, including with respect to mandatory and voluntary prepayments), provided that (i) the terms and conditions applicable to Incremental Term Loans may be materially different from those of the Loans to the extent such differences are reasonably acceptable to the Administrative Agent and (ii) the interest rates and amortization schedule applicable to the Incremental Term Loans shall be determined by the Borrower and the lenders thereof; provided, further, that, (a) in the event that the applicable interest margins in respect of the Incremental Term Loans are more than 0.25% per annum greater than the applicable interest margins in respect of the Loans, then the applicable interest margins in respect of the Loans shall be increased to the extent necessary so that the interest margins in respect of the Loans are equal to the interest rate margins for such Incremental Term Loans minus 0.25% per annum, (b) solely for purposes of the foregoing clause (a), (x) the interest rate margins applicable to any Loans or Incremental Term Loans shall be deemed to include all original issue discount or upfront or similar fees (which shall be deemed to constitute like amounts of original issue discount) paid or payable by the Borrower generally to the Banks providing such Loans or such Incremental Term Loans in the initial primary syndication thereof (unless with any original issue discount equated to interest based on an assumed four-year life to maturity) and (y) if the Borrowers Eurodollar Base Rate or ABR includes a “floor” greater than 1.5% or 2.5%, respectively, such increased amount shall be equated to interest margin; provided further that as of the date of the incurrence of the Incremental Term Loans, the Weighted Average Life to Maturity of the Incremental Term Loans shall not be shorter than that of the Loans. Each notice from the Borrower pursuant to this Section shall set forth the requested amount and proposed terms of the relevant Incremental Term Loans. Incremental Term Loans may be made by any existing Bank (and each existing Bank will have the right, but not an obligation, to make a portion of any Incremental Term Loan on terms permitted in this Section 2.18) or by any other bank or other financial institution (any such other bank or other financial institution being called an “Additional Bank”). Commitments in respect of Incremental Term Loans shall become Commitments under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Bank agreeing to provide such Commitment, if any, each Additional Bank, if any, and the Administrative Agent otherwise agree); provided that Agent. The Incremental Amendment may, without the consent of any other Banks, effect such amount amendments to this Agreement and the other Loan Documents as may be less than $5,000,000 if such amount represents all necessary or appropriate, in the remaining availability under reasonable opinion of the aggregate principal amount Administrative Agent and the Borrower, to effect the provisions of this Section. The effectiveness of (and the borrowing under) any Incremental Facilities Amendment shall be subject to the satisfaction on the date thereof (each, an “Incremental Facility Closing Date”) of each of the conditions set forth abovein Section 4.1.1 (it being understood that all references to “the Closing Date” or similar language in such Section 4.1.1 shall be deemed to refer to the effective date of such Incremental Amendment) and such other conditions as the parties thereto shall agree. The Borrower will use the proceeds of the Incremental Term Loans for any purpose not prohibited by this Agreement. No Bank shall be obligated to provide any Incremental Term Loans unless it so agrees.

Incremental Credit Extensions. (a) The Borrowers Borrower may at any time or from time to time on one or more occasions after the Effective Date Date, by written notice delivered to the Administrative Agent request (i) one or more additional Classes of term loans (each, each an “Incremental Term Facility”), (ii) one or more additional term loans of the same Class of any existing Class of term loans (each, each an “Incremental Term Increase”), (iii) one or more increases in the amount of the Revolving Commitments of any Class (each such increase, an “Incremental Revolving Commitment Increase”) and/or (iv) one or more additional Classes of Revolving Commitments (the “Additional/Replacement Revolving Commitments,” and, together with any Incremental Term Facility, Incremental Term Increase and the Incremental Revolving Commitment Increases, the “Incremental Facilities” and any Loans thereunder, the “Incremental Loans”); provided that (x) that, after giving effect to the effectiveness of any Incremental Facility Amendment referred Amendment, subject to below certain “certain funds provisions” to be agreed to by the Borrower and at the time that any such Incremental Facility is made or effectedFacilities Lenders, no Event of Default (or, in the case of the incurrence or provision of any Incremental Facility in connection with a Limited Condition Transaction, no Specified Event of Default) shall have occurred and be continuing and or would result therefrom (y) provided, that in no event shall it be a condition to the effectiveness of, or borrowing under, any case of an Incremental Facility incurred to finance a Limited Condition Transaction, if the Administrative Borrower has made an LCT Election, such condition shall be that any representation or warranty no Specified Event of any Loan Party set forth herein Default shall have occurred and be true and correct, except and solely to continuing at the extent required by the Additional Lenders providing such Incremental FacilityLCT Test Date). Notwithstanding anything to the contrary herein, the aggregate principal amount of the Incremental Facilities that can be incurred at any time shall not exceed the Incremental Cap at such time. Each Incremental Facility shall be in a minimum principal amount of $5,000,000 10,000,000 and integral multiples of $1,000,000 in excess thereof if such Incremental Facilities are denominated in Dollars (unless the Borrowers Borrower and the Administrative Agent otherwise agree); provided that such amount may be less than $5,000,000 if 10,000,000 to the extent such amount represents all the remaining availability under the aggregate principal amount of Incremental Facilities set forth above.. 130

Incremental Credit Extensions. (a) The Borrowers Borrower may at any time or from time to time on one or more occasions after the Effective Date Date, by written notice delivered to the Administrative Agent request (i) one or more additional Classes of term loans (each, an “Incremental Term Facility”), (ii) one or more additional term loans of the same Class of any existing Class of term loans (each, an the “Incremental Term IncreaseLoans”), (iiiii) one or more increases in the amount of the Revolving Commitments of any Class (each such increase, an “Incremental Revolving Commitment Increase”) and/or or (iviii) one or more additional Classes of Revolving Commitments revolving credit commitments (the “Additional/Replacement Incremental Revolving Commitments,” and, together with any the Incremental Term Facility, Incremental Term Increase Loans and the Incremental Revolving Commitment Increases, the “Incremental Facilities” and the commitments in respect thereof are referred to as the “Incremental Commitments”); provided that (x) after giving effect that, subject to any Incremental Facility Amendment referred to below and Section 1.10, at the time that any such Incremental Facility Term Loan, Incremental Revolving Commitment Increase or Incremental Revolving Commitment is made or effectedeffected (and after giving pro forma effect thereto), except as set forth in the proviso to clause (b) below, no Event of Default (or, in the case of the incurrence Incurrence or provision of any Incremental Facility in connection with a Limited Condition Transactionan Acquisition, (x) no Specified Event of DefaultDefault under Section 7.01(a), (b), (h) or (i)) shall have occurred and be continuing and (y) in no event shall it be a condition to the effectiveness of, or borrowing under, any Incremental Facility that any representation or warranty representations and warranties of any each Loan Party set forth herein in the Loan Documents shall be true and correctcorrect in all material respects on and as of the date of such Borrowing or the date of issuance, except amendment, renewal or extension of such Letter of Credit, as the case may be before and solely after giving effect to such Borrowing or issuance, amendment, renewal or extension of such Letter of Credit and to the application of proceeds therefrom, as though made on and as of such date; provided that, to the extent required by the Additional Lenders providing that such Incremental Facility. Notwithstanding anything representations and warranties specifically refer to the contrary hereinan earlier date or period, the aggregate principal amount of the Incremental Facilities that can be incurred at any time shall not exceed the Incremental Cap at such time. Each Incremental Facility they shall be true and correct in a minimum principal amount all material respects as of $5,000,000 and integral multiples of $1,000,000 in excess thereof (unless the Borrowers and the Administrative Agent otherwise agree)such earlier date or period; provided further that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects on the date of such amount credit extension or on such earlier date, as the case may be less than $5,000,000 if (after giving effect to such amount represents all the remaining availability under the aggregate principal amount of Incremental Facilities set forth abovequalification).

Incremental Credit Extensions. (a) The Borrowers Company may at any time or from time to time on one or more occasions after the Effective Date Closing Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (ia) one or more additional Classes tranches of term loans (each, an the “Incremental Term FacilityLoans”), ) or (ii) one or more additional term loans of the same Class of any existing Class of term loans (each, an “Incremental Term Increase”), (iiib) one or more increases in the amount of the Revolving Credit Commitments of any Class (each such increase, an a “Incremental Revolving Commitment Increase”) and/or (iv) one or more additional Classes of Revolving Commitments (the “Additional/Replacement Revolving Commitments,” and, together with any Incremental Term Facility, Incremental Term Increase and the Incremental Revolving Commitment Increases, the “Incremental Facilities”); provided that (xi) after giving effect to both at the time of any such request and upon the effectiveness of any Incremental Facility Amendment referred to below below, no Default or Event of Default shall exist and at the time that any such Incremental Facility Term Loan is made (and after giving effect thereto) no Default or effected, no Event of Default shall exist and (orii) the Company shall be in compliance with the covenant set forth in Section 7.11 determined on a Pro Forma Basis as of the last day of the most recent Test Period ended prior to the applicable Incremental Facility Closing Date, in each case, as if such Incremental Term Loans or Revolving Commitment Increase, as applicable, had been outstanding on the case last day of such Test Period. Each tranche of Incremental Term Loans and each Revolving Commitment Increase shall be in an aggregate principal amount that is not less than $20,000,000 (provided that such amount may be less than $20,000,000 if such amount represents all remaining availability under the incurrence or provision of any Incremental Facility in connection with a Limited Condition Transaction, no Specified Event of Default) shall have occurred and be continuing and (y) in no event shall it be a condition to the effectiveness of, or borrowing under, any Incremental Facility that any representation or warranty of any Loan Party limit set forth herein be true and correct, except and solely to in the extent required by the Additional Lenders providing such Incremental Facilitynext sentence). Notwithstanding anything to the contrary herein, the aggregate principal amount of the Incremental Facilities that can be incurred at any time Term Loans and the Revolving Commitment Increases shall not exceed the Incremental Cap at greater of (i) $150,000,000 and (ii) the additional aggregate amount of secured Indebtedness which would be permitted to be incurred as of any date of determination (assuming for this purpose that the full amount of any Revolving Credit Increase had been utilized as of such timedate) such that, after giving Pro Forma Effect to such incurrence (and any other transactions consummated on such date), the Senior Secured Leverage Ratio for the immediately preceding Test Period would not be greater than 4.00 to 1.0. Each tranche of Incremental Facility Term Loans (a) shall rank pari passu in right of payment and of security with the Revolving Credit Loans and the Term Loans, (b) shall not mature earlier than the Maturity Date with respect to the Term Loans, (c) shall have a Weighted Average Life to Maturity of no less than the Weighted Average Life to Maturity then in effect for the Term Loans and (d) except as set forth above, shall be treated substantially the same as the Term Loans (in a minimum principal amount of $5,000,000 each case, including with respect to mandatory and integral multiples of $1,000,000 in excess thereof (unless the Borrowers and the Administrative Agent otherwise agreevoluntary prepayments); provided that such amount (i) the terms and conditions applicable to Incremental Term Loans may be less than $5,000,000 materially different from those of the Term Loans to the extent such differences are reasonably acceptable to the Administrative Agent and (ii) the interest rates and amortization schedule applicable to the Incremental Term Loans shall be determined by the Company and the lenders thereof. Each notice from the Company pursuant to this Section shall set forth the requested amount and proposed terms of the relevant Incremental Term Loans or Revolving Commitment Increases. Incremental Term Loans may be made, and Revolving Commitment Increases may be provided, by any existing Lender (and each existing Term Lender will have the right, but not an obligation, to make a portion of any Incremental Term Loan, and each existing Revolving Credit Lender will have the right, but no obligation, to provide a portion of any Revolving Commitment Increase, in each case on terms permitted in this Section 2.14 and otherwise on terms reasonably acceptable to the Administrative Agent) or by any other bank or other financial institution (any such other bank or other financial institution being called an “Additional Lender”); provided that the Administrative Agent and each L/C Issuer (in the case of a Revolving Commitment Increase) shall have consented (not to be unreasonably withheld) to such Lender’s or Additional Lender’s making such Incremental Term Loans or providing such Revolving Commitment Increases if such amount represents consent would be required under Section 10.07(b) for an assignment of Loans or Revolving Credit Commitments, as applicable, to such Lender or Additional Lender. Commitments in respect of Incremental Term Loans and Revolving Commitment Increases shall become Commitments (or in the case of a Revolving Commitment Increase to be provided by an existing Revolving Credit Lender, an increase in such Lender’s applicable Revolving Credit Commitment) under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by Holdings, the Company, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Company, to effect the provisions of this Section. The effectiveness of (and, in the case of any Incremental Amendment for an Incremental Term Loan, the borrowing under) any Incremental Amendment shall be subject to the satisfaction on the date thereof (each, an “Incremental Facility Closing Date”) of each of the conditions set forth in Section 4.02 (it being understood that all references to “the remaining availability under date of such Credit Extension” or similar language in such Section 4.02 shall be deemed to refer to the effective date of such Incremental Amendment) and such other conditions as the parties thereto shall agree. The Company will use the proceeds of the Incremental Term Loans and Revolving Commitment Increases for any purpose not prohibited by this Agreement. No Lender shall be obligated to provide any Incremental Term Loans or Revolving Commitment Increases, unless it so agrees. Upon each increase in the Revolving Credit Commitments pursuant to this Section, each Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Revolving Commitment Increase (each a “Revolving Commitment Increase Lender”) in respect of such increase, and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of such Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate principal amount outstanding (i) participations hereunder in Letters of Incremental Facilities set forth aboveCredit and (ii) participations hereunder in Swing Line Loans held by each Revolving Credit Lender (including each such Revolving Commitment Increase Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment and (b) if, on the date of such increase, there are any Revolving Credit Loans outstanding, such Revolving Credit Loans shall on or prior to the effectiveness of such Revolving Commitment Increase be prepaid from the proceeds of additional Revolving Credit Loans made hereunder (reflecting such increase in Revolving Credit Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.05. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence.

Incremental Credit Extensions. (a) The Borrowers may Borrower may, at any time or from time to time on one or more occasions after the Effective Date date that is 180 days after the Closing Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (ia) one or more additional Classes new tranches of term loans (each, an the “Incremental Term FacilityLoans”), ) or (ii) one or more additional term loans of the same Class of any existing Class of term loans (each, an “Incremental Term Increase”), (iiib) one or more increases in the amount of the Revolving Credit Commitments of any Class (each such increase, an a “Incremental Revolving Commitment Increase”) and/or (iv) one or more additional Classes of Revolving Commitments (the “Additional/Replacement Revolving Commitments,” and, together with any Incremental Term Facility, Incremental Term Increase and the Incremental Revolving Commitment Increases, the “Incremental Facilities”); provided that (xi) after giving effect to both at the time of any such request and upon the effectiveness of any Incremental Facility Amendment referred to below below, no Default or Event of Default shall exist and at the time that any such Incremental Facility Term Loan is made (and after giving effect thereto) no Default or effected, no Event of Default shall exist and (orii) the Borrower shall (unless, with respect to a Revolving Commitment Increase, no Revolving Credit Borrowing will be made on the effective date thereof) be in compliance with each of the covenants set forth in Section 7.11 determined on a Pro Forma Basis as of the date of such Incremental Term Loan or Revolving Commitment Increase and the last day of the most recent Test Period, in each case, as if such Incremental Term Loans or Revolving Commitment Increases, as applicable, had been outstanding on the case last day of such fiscal quarter of the incurrence or provision Borrower for testing compliance therewith. Each tranche of any Incremental Facility Term Loans and each Revolving Commitment Increase shall be in connection with a Limited Condition Transaction, no Specified Event of Default) shall have occurred and an aggregate principal amount that is not less than $25,000,000 (provided that such amount may be continuing and (y) in no event shall it be a condition to less than $25,000,000 if such amount represents all remaining availability under the effectiveness of, or borrowing under, any Incremental Facility that any representation or warranty of any Loan Party limit set forth herein be true and correct, except and solely to in the extent required by the Additional Lenders providing such Incremental Facilitynext sentence). Notwithstanding anything to the contrary herein, the aggregate principal amount of the Incremental Facilities that can be incurred at any time Term Loans and the Revolving Commitment Increases shall not exceed $100,000,000. The Incremental Term Loans (a) shall rank pari passu in right of payment and of security with the Incremental Cap at such time. Each Incremental Facility Revolving Credit Loans and the Term Loans, (b) shall not mature earlier than the Maturity Date, (c) shall have a Weighted Average Life to Maturity equal to or in excess of the then longest maturing tranche of Term Loans and (d) except as set forth above, shall be treated substantially the same as the Term Loans (in a minimum principal amount of $5,000,000 each case, including with respect to mandatory and integral multiples of $1,000,000 in excess thereof voluntary prepayments but not with respect to scheduled amortization payments (unless which shall be independently agreed between the Borrowers Borrower and the Administrative Agent otherwise agreeproviders of such Incremental Term Loans)); provided that such amount (i) the terms and conditions applicable to Incremental Term Loans may be less than $5,000,000 materially different from those of the Term Loans to the extent such differences are reasonably acceptable to the Joint Lead Arrangers and (ii) the interest rates and amortization schedule applicable to the Incremental Term Loans shall be determined by the Borrower and the lenders thereof. Each notice from the Borrower pursuant to this Section shall set forth the requested amount and proposed terms of the relevant Incremental Term Loans or Revolving Commitment Increases. Incremental Term Loans may be made, and Revolving Commitment Increases may be provided, by any existing Lender or by any other bank or other financial institution (any such other bank or other financial institution being called an “Additional Lender”); provided that the Administrative Agent shall have consented (not to be unreasonably withheld) to such Lender’s or Additional Lender’s making such Incremental Term Loans or providing such Revolving Commitment Increases if such amount represents consent would be required under Section 10.07(b) for an assignment of Loans or Revolving Credit Commitments, as applicable, to such Lender or Additional Lender. Commitments in respect of Incremental Term Loans and Revolving Commitment Increases shall become Commitments (or in the case of a Revolving Commitment Increase to be provided by an existing Revolving Credit Lender, an increase in such Lender’s applicable Revolving Credit Commitment) under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent to effect the provisions of this Section. The effectiveness of any Incremental Amendment shall be subject to the satisfaction on the date thereof (each, an “Incremental Facility Closing Date”) of each of the conditions set forth in Section 4.02 (it being understood that all references to “the remaining availability under date of such Credit Extension” or similar language in such Section 4.02 shall be deemed to refer to the effective date of such Incremental Amendment) and such other conditions as the parties thereto shall agree. The Borrower will use the proceeds of the Incremental Term Loans and Revolving Commitment Increases for any purpose not prohibited by this Agreement. No Lender shall be obligated to provide any Incremental Term Loans or Revolving Commitment Increases, unless it so agrees. Upon each increase in the Revolving Credit Commitments pursuant to this Section, each Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Revolving Commitment Increase (each a “Revolving Commitment Increase Lender”) in respect of such increase, and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of such Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate principal amount outstanding (i) participations hereunder in Letters of Incremental Facilities set forth aboveCredit and (ii) participations hereunder in Swing Line Loans held by each Revolving Credit Lender (including each such Revolving Commitment Increase Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment and (b) if, on the date of such increase, there are any Revolving Credit Loans outstanding, such Revolving Credit Loans shall on or prior to the effectiveness of such Revolving Commitment Increase be prepaid from the proceeds of additional Revolving Credit Loans made hereunder (reflecting such increase in Revolving Credit Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.05. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence.

Incremental Credit Extensions. (a) The Borrowers Borrower may at any time or from time to time on after the Second Amendment Effective Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request one or more occasions after the Effective Date request (ix) one or more additional Classes tranches of term loans (eacheach such additional tranche under this clause (x), an “Incremental Term Facility”), (ii) one or more additional Loan Tranche” and the term loans of made under any such Incremental Term Loan Tranche, the same Class of any existing Class of term loans (each, an “Incremental Term IncreaseLoans”), ) and (iiiy) one or more increases in the amount of the Revolving Commitments of any Class Loan Commitment (each such increaseincrease under this clause (y), an a “Incremental Revolving Loan Commitment Increase”) and/or (iv) one or more additional Classes of Revolving Commitments (the “Additional/Replacement Revolving Commitments,” and, together with any Incremental Term Facility, Incremental Term Increase and the Incremental Revolving Commitment Increases, the “Incremental Facilities”); provided that (xi) after giving effect to both at the time of any such request and upon the effectiveness of any Incremental Facility Amendment referred to below below, no Default or Event of Default shall have occurred and be continuing and at the time that any such Incremental Facility is Term Loans are made or effected, Revolving Loan Commitment Increase is provided no Default or Event of Default (or, in the case of the incurrence or provision of any Incremental Facility in connection with a Limited Condition Transaction, no Specified Event of Default) shall have occurred and be continuing or result therefrom, (ii) all representations and warranties contained herein and in the other Credit Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on the date such Incremental Term Loans or Revolving Loan Commitment Increase are made (it being understood and agreed that (x) any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date and (y) in no event shall it be a condition to the effectiveness of, or borrowing under, any Incremental Facility that any representation or warranty of any Loan Party set forth herein that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correctcorrect in all respects on such date), except and solely (iii) the Borrower shall have demonstrated to the extent required Administrative Agent’s reasonable satisfaction that the full amount of the respective Incremental Term Loan Tranche or Revolving Loan Commitment Increase may be incurred without violating the terms of any other material debt of Holdings and its Subsidiaries, (iv) (x) calculations are made by the Additional Lenders providing Borrower with respect to the Total Leverage Ratio, determined on a Pro Forma Basis as of the last day of the Calculation Period most recently ended prior to the date of the incurrence of any such Incremental Facility. Notwithstanding anything Term Loans or the provision of any such Revolving Loan Commitment Increase, as the case may be, and such calculations shall show a Total Leverage Ratio that is less than or equal to 0.25 less than the maximum Total Leverage Ratio set forth in Section 10.09 for the Fiscal Quarter then most recently ended and (y) calculations are made by the Borrower with respect to the contrary hereinInterest Expense Coverage Ratio, determined on a Pro Forma Basis as of the last day of the Calculation Period most recently ended prior to the date of the incurrence of any such Incremental Term Loans or the provision of any such Revolving Loan Commitment Increase, as the case may be, and such calculations shall show an Interest Expense Coverage Ratio that is greater than or equal to 0.25 greater than the minimum Interest Expense Coverage Ratio set forth in Section 10.08 for the Fiscal Quarter then most recently ended, (v) each Incremental Term Loan Tranche or the amount of the Revolving Loan Commitment Increase, as applicable, shall be in an aggregate principal amount of the Incremental Facilities that can be incurred at any time shall is not exceed the Incremental Cap at such time. Each Incremental Facility shall be in a minimum principal amount of less than $5,000,000 and integral multiples of $1,000,000 in excess thereof (unless the Borrowers and the Administrative Agent otherwise agree); provided that such amount may be less than $5,000,000 if such amount represents all the remaining availability under the limit set forth in the next clause (vi)), (vi) the aggregate principal amount of all Incremental Facilities set forth aboveTerm Loans made and all Revolving Loan Commitment Increases (taken together) provided pursuant to this Section 2.14 does not exceed the sum of (A) $50,000,000 plus (B) an additional amount if, after giving effect to the incurrence of such additional amount, the Senior Secured Leverage Ratio does not exceed 2.50:1.00, determined on a Pro Forma Basis as of the last day of the Calculation Period most recently ended prior to the date of the incurrence of any such Incremental Term Loans or the provision of any such Revolving Loan Commitment Increase, as the case may be (and in the case of any Revolving Loan Commitment Increase, assuming the full utilization thereof, whether or not actually utilized on the first day of such Calculation Period) and (vii) the Borrower shall have delivered to the Administrative Agent and each Lender a certificate executed by an Authorized Officer of the Borrower, (A) certifying to the best of such officer’s knowledge, compliance with the requirements of preceding clauses (i) through (vi), inclusive, and (B) containing the calculations (in reasonable detail) required by the preceding clauses (iv), (v) and (vi). All Incremental Term Loans and Revolving Loans, Swingline Loans and Letters of Credit under any Revolving Loan Commitment Increase (and all interest, fees and other amounts payable thereon) shall be Obligations under this Agreement and the other applicable Credit Documents and shall be secured by the Security Documents, and guaranteed under the Subsidiaries Guaranty, on a pari passu basis with all other Obligations secured by the Security Documents and guaranteed under the Subsidiaries Guaranty.

Incremental Credit Extensions. (a) The Borrowers Borrower may at any time or from time to time on one or more occasions after the Effective Date Closing Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (i) one or more additional Classes tranches of term loans (each, an the “Incremental Term FacilityLoans”), ) or (ii) one or more additional term loans of the same Class of any existing Class of term loans (each, an “Incremental Term Increase”), (iii) one or more increases in the amount of the Revolving Credit Commitments of any Class (each such increase, an a “Incremental Revolving Commitment Increase”) and/or (iv) one or more additional Classes of Revolving Commitments (the “Additional/Replacement Revolving Commitments,” and, together with any Incremental Term FacilityLoans, Incremental Term Increase and the Incremental Revolving Commitment Increases, the a “Incremental FacilitiesCredit Increase”); provided provided, that (xi) after giving effect to both at the time of any such request and upon the effectiveness of any Incremental Facility Amendment referred to below and at the time that any such Incremental Facility is made or effectedbelow, no Default or Event of Default shall exist and (or, ii) the Borrower shall be in Pro Forma Compliance with each of the covenants set forth in Sections 6.11 and 6.12. Each Credit Increase shall be in an aggregate principal amount that is not less than $20,000,000 (or such lower amount that either (a) represents all remaining availability under the limit set forth in the case of the incurrence next sentence or provision of any Incremental Facility in connection with a Limited Condition Transaction, no Specified Event of Default(b) shall have occurred and be continuing and (y) in no event shall it be a condition is acceptable to the effectiveness of, or borrowing under, any Incremental Facility that any representation or warranty of any Loan Party set forth herein be true and correct, except and solely to the extent required by the Additional Lenders providing such Incremental FacilityAdministrative Agent). Notwithstanding anything to the contrary herein, the aggregate principal amount of the Incremental Facilities that can be incurred at any time Credit Increases shall not exceed $100,000,000. The Incremental Term Loans (a) shall rank pari passu in right of payment and of security with the Incremental Cap Revolving Credit Loans and the Term Loans, (b) shall not mature earlier than the Term Loan Maturity Date and shall not require scheduled payments of principal at such timea rate exceeding quarterly payments in the amount of 0.25% of the original principal amount thereof and (c) except as set forth above, shall be treated substantially the same as the Term Loans with respect to covenants, events of default, voting and mandatory and voluntary prepayments. Each notice from the Borrower pursuant to this Section shall set forth the requested amount and proposed terms of the relevant Credit Increases. Incremental Facility shall Term Loans may be made, and Revolving Commitment Increases may be provided, by any existing Lender (and each existing Term Lender will have the right to make a portion of any Incremental Term Loan and each existing Revolving Credit Lender will have the right to provide a portion of any Revolving Commitment Increase, in a minimum principal amount of $5,000,000 each case on terms permitted in this Section 2.24 and integral multiples of $1,000,000 in excess thereof otherwise on terms reasonably acceptable to the Administrative Agent) or by any other bank or other financial institution (unless the Borrowers and any such other bank or other financial institution being called an “Additional Lender”), provided, that the Administrative Agent otherwise agree); provided that and the Borrower, and, in the case of any Revolving Credit Increase, the Issuing Bank and the Swingline Lender shall have consented (in each case, not to be unreasonably withheld or delayed) to such amount may be less than $5,000,000 Lender’s or Additional Lender’s making such Incremental Term Loans or providing such Revolving Commitment Increases, if such amount represents all the remaining availability consent would be required under the aggregate principal amount Section 9.04(b) for an assignment of Incremental Facilities set forth aboveLoans or Revolving Credit Commitments, as applicable, to such Lender or Additional Lender.

Incremental Credit Extensions. (a) The Borrowers Borrower may at any time or from time to time on one or more occasions after the Effective Date Closing Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (i) one or more additional Classes tranches of term loans (each, an the “Incremental Term FacilityLoans”), ) or (ii) one or more additional term loans of the same Class of any existing Class of term loans (each, an “Incremental Term Increase”), (iii) one or more increases in the amount of the Revolving Commitments of any Class of Revolving Credit Commitments (each such increase, an a “Incremental Revolving Commitment Increase”) and/or (iv) one or more additional Classes of Revolving Commitments (the “Additional/Replacement Revolving Commitments,” and), together with any Incremental Term Facility, Incremental Term Increase and the Incremental Revolving Commitment Increases, the “Incremental Facilities”); provided that (xA) after giving effect to both at the time of any such request and upon the effectiveness of any Incremental Facility Amendment referred to below below, no Default or Event of Default shall exist and at the time that any such Incremental Facility Term Loan is made (and after giving effect thereto) no Default or effected, no Event of Default shall exist and (orB) the Borrower shall be in compliance with each of the covenants set forth in Section 7.11 determined on a Pro Forma Basis as of the date of such Incremental Term Loan or Revolving Commitment Increase and the last day of the most recent Test Period, as if such Incremental Term Loans or Revolving Commitment Increases, as applicable, had been outstanding on the last day of such fiscal quarter of the Borrower for testing compliance therewith. Each tranche of Incremental Term Loans and each Revolving Commitment Increase shall be in an aggregate principal amount that is not less than $25,000,000 (provided that such amount may be less than $25,000,000 if such amount represents all remaining availability under the limit set forth in the case of the incurrence or provision of any Incremental Facility in connection with a Limited Condition Transaction, no Specified Event of Default) shall have occurred and be continuing and (y) in no event shall it be a condition to the effectiveness of, or borrowing under, any Incremental Facility that any representation or warranty of any Loan Party set forth herein be true and correct, except and solely to the extent required by the Additional Lenders providing such Incremental Facilitynext sentence). Notwithstanding anything to the contrary herein, the aggregate principal amount of the Incremental Facilities that can be incurred at any time Term Loans (which, for this purpose, shall include Term B-6 Loans) and the Revolving Commitment Increases (other than (x) for the avoidance of doubt those established in respect of Extended Term Loans or Extended Revolving Credit Commitments pursuant to Section 2.17 and (y) Replacement Revolving Commitments) shall not exceed the Incremental Cap at sum of (x) $500,000,000 plus (y) the aggregate amount of principal payments made in respect of the Term Loans as of such time. Each Incremental Facility shall be Closing Date (including, in a minimum the case of Term B-6 Loans incurred on the First Amendment Effective Date, the principal amount of $5,000,000 and integral multiples B-2 Term Loans repaid concurrently with the incurrence of $1,000,000 in excess thereof (unless the Borrowers and the Administrative Agent otherwise agreeTerm B-6 Loans on such date); provided that such amount may be less than $5,000,000 if such amount represents all the remaining availability under the aggregate principal amount of Incremental Facilities set forth above.