Common use of Incremental Credit Extensions Clause in Contracts

Incremental Credit Extensions. (a) The Borrower may at any time or from time to time 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 additional tranches of term loans to be made hereunder (each, an “Incremental Facility”), provided that both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below, (i) no Default or Event of Default shall exist or would arise therefrom, (ii) each Incremental Facility 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 amount represents all remaining availability under the limit set forth in the next sentence), and (iii) the aggregate amount of any Incremental Facility, when taken together with all other Incremental Facilities to date, shall not exceed the sum of (A) $50,000,000 plus (B) the amount available at the time of incurrence so long as, on a Pro Forma Basis after giving effect to the incurrence of all Indebtedness under any such Incremental Facility, the Consolidated Secured Net Leverage Ratio is less than or equal to 2.75 to 1.00. The Administrative Agent and the Borrower shall determine the effective date of such Incremental Facility and any such Incremental Facility shall be first made available to all existing Lenders on a pro rata basis. To the extent that the existing Lenders in a timely fashion relative to the Incremental Facility Closing Date (as defined below) decline to issue commitments in respect of such Incremental Facility in the amount requested by the Borrower, the Administrative Agent, in consultation with the Borrower, will use its reasonable best efforts to arrange for other Persons (which Person may be suggested by the Borrower) to become a Lender hereunder and to issue commitments in an aggregate amount equal to the amount of the Incremental Facility requested by the Borrower for which the existing Lenders decline to issue commitments (each Person issuing a commitment under an Incremental Facility, an “Additional Lender”), provided, however, that (i) no Lender shall be obligated to provide a commitment in respect of such Incremental Facility as a result of any such request by the Borrower, (ii) any Additional Lender which is not an existing Lender shall be subject to the approval of the Administrative Agent and the Borrower (which approval shall not be unreasonably withheld), and (iii) without the consent of the Administrative Agent, at no time shall the commitment of any Additional Lender in respect of such Incremental Facility be less than $5,000,000. The term loans made under such

Incremental Credit Extensions. (a) The Borrower may may, at any time or from time to time after the Closing Datetime, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request on one or more additional occasions deliver a written request to Administrative Agent to (i) add one or more 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 made hereunder 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”), provided that both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below, (i) no Default or Event of Default shall exist or would arise therefrom, (ii) each Incremental Facility shall be in an aggregate principal amount that is not less than to exceed (x) the greater of (1) $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 in the next sentence), 100,000,000 and (iii2) 85% of Consolidated Adjusted EBITDA of the aggregate amount of any Incremental FacilityBorrower, when taken together with all other Incremental Facilities to date, shall not exceed the sum of (A) $50,000,000 plus (B) the amount available at the time of incurrence so long as, 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”, “Incremental Commitments” and “Incremental Equivalent Debt” (each as defined in the First Lien Credit Agreement or any equivalent term under any documentation governing any First Lien Facility), in each case, incurred and/or issued in reliance on the Fixed Dollar Incremental Amount (as defined in the First Lien Credit Agreement (or equivalent provision under any other documentation governing any First 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 Loans, voluntary prepayments or repayments of the Term Loans (including any First Lien Incremental Term Facility, each as defined in the First Lien Credit Agreement), Incremental Equivalent Debt (as defined in the First Lien Credit Agreement), Revolving Credit Commitments (as defined in the First Lien Credit Agreement), Incremental Revolving Facilities (as defined in the First 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 Loans, 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 (as defined in the First Lien Credit Agreement)) 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 the incurrence of all Indebtedness under any such Incremental Term Facility, (1) in the Consolidated case of Incremental Term Facilities secured by a Lien on the Collateral that is on a pari passu or on a junior lien basis with the Liens securing the Secured Net Obligations, the Senior Secured Leverage Ratio calculated on a Pro Forma Basis (but without giving effect to any Incremental Term Facility 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 Term Facility is less than incurred in connection with any Permitted Acquisition or equal to 2.75 to 1.00. The Administrative Agent similar investment not prohibited by this Agreement, the greater of 6.00:1.00 (calculated on a Pro Forma Basis) and the Borrower shall determine Senior Secured Leverage Ratio immediately prior to such transaction) and (2) in the effective date case of any unsecured Incremental Term Facilities, either (I) the Total Leverage Ratio calculated on a Pro Forma Basis (but without giving effect to any Incremental Term Facility 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 6.25:1.00 (or, to the extent such Incremental Term Facility is incurred in connection with any Permitted Acquisition or similar investment not prohibited by this Agreement, the greater of 6.25:1.00 (calculated on a Pro Forma Basis) and any 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 1.75:1.00 (or, to the extent such Incremental Term Facility is incurred in connection with any Permitted Acquisition or similar investment not prohibited by this Agreement, the lesser of 1.75:1.00 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), the Cash proceeds of the relevant Incremental Term Facility or Incremental Equivalent Debt shall be first made available to all existing Lenders on a pro rata basis. To excluded in calculating the extent that Unrestricted Cash Amount used in determining the existing Lenders Senior Secured Leverage Ratio or Total Leverage Ratio, as applicable) (the amounts described in a timely fashion relative to the Incremental Facility Closing Date clauses (as defined belowx) decline to issue commitments in respect of such Incremental Facility in the amount requested by the Borrower(y) and (z) above, the Administrative Agent, in consultation with the Borrower, will use its reasonable best efforts to arrange for other Persons (which Person may be suggested by the Borrower) to become a Lender hereunder and to issue commitments in an aggregate amount equal to the amount of the “Incremental Facility requested by the Borrower for which the existing Lenders decline to issue commitments (each Person issuing a commitment under an Incremental Facility, an “Additional LenderCap”), provided(it being understood that, however, that (i) no Lender shall be obligated to provide a commitment in respect at the election of such Incremental Facility as a result of any such request by the Borrower, (iiI) any Additional Lender which is not an existing Lender the Borrower shall be subject deemed to have used amounts under clause (z) (to the approval extent compliant therewith) prior to utilization of the Administrative Agent amounts under clause (x) or (y), (II) Loans may be incurred simultaneously under clauses (x), (y) and the Borrower (which approval shall not be unreasonably withheldz), and (iii) without proceeds from any such incurrence may be utilized in a single transaction, at the consent election of the Administrative AgentBorrower, at no time shall by first calculating the commitment incurrence under clause (z) above and then calculating the incurrence under clause (x) above, (III) any portion of any Additional Lender Incremental Term Facility incurred in respect of reliance on clause (x) and/or (y) may be reclassified, as the Borrower may elect from time to time, as incurred under clause (z) to the extent permitted thereunder at such time on a Pro Forma Basis) specifying the amount so requested and (IV) the Borrower may incur an Incremental Term Facility without giving effect to any Revolving Loans (as defined in the First Lien Credit Agreement) proposed to be incurred substantially simultaneously or contemporaneously with such Incremental Facility be less than $5,000,000. The term loans made under suchTerm Facility; provided that:

Incremental Credit Extensions. (a) The Borrower may at At any time or and from time to time after time, subject to the Closing Dateterms and conditions set forth herein, the Borrowers 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 additional tranches of term loans to be made hereunder (each, an the “Incremental FacilityTerm Loans”) or one or more increases in the Revolving Credit Commitments (the “Incremental Revolving Commitments”; together with the Incremental Term Loans, the “Incremental Facilities”), provided that both at the time of any each such request and upon the effectiveness of any each Incremental Facility Amendment referred to below, (i) no Default or Event of Default has occurred and is continuing or shall exist result therefrom. Notwithstanding anything to contrary herein, the aggregate principal amount of all Incremental Facilities (other than Refinancing Term Loans and Refinancing Revolving Commitments), together with the aggregate principal amount of all Permitted First Lien Secured Debt, shall not exceed the sum of (x) $350,000,000 plus (y) the amount of any voluntary prepayments of the Term Loans and voluntary permanent reductions of the Revolving Credit Commitments effected after the Closing Date (it being understood that any prepayment of Term Loans with the proceeds of substantially concurrent borrowings of new Loans hereunder or would arise therefromany reduction of Revolving Credit Commitments in connection with a substantially concurrent issuance of new revolving commitments hereunder shall not increase the calculation of the amount under this clause (y)); provided that the Borrowers may incur unlimited additional Incremental Facilities and Permitted First Lien Secured Debt so long as, after giving Pro Forma Effect thereto (iiassuming that any such Incremental Revolving Commitments are drawn in full) each and after giving effect to any Permitted Acquisition consummated in connection therewith and all other appropriate Pro Forma Adjustments, the First Lien Senior Secured Leverage Ratio shall not exceed 3.25:1.00. Each Incremental Facility shall be in an integral multiple of $1,000,000 and be in an aggregate principal amount that is not less than $10,000,000 (15,000,000 in case of Incremental Term Loans or $15,000,000 in case of Incremental Revolving Commitments, provided that such amount may be less than $10,000,000 the applicable minimum amount if such amount represents all the remaining availability under the limit hereunder as set forth in the next sentence), and (iii) the aggregate amount of any Incremental Facility, when taken together with all other Incremental Facilities to date, shall not exceed the sum of (A) $50,000,000 plus (B) the amount available at the time of incurrence so long as, on a Pro Forma Basis after giving effect to the incurrence of all Indebtedness under any such Incremental Facility, the Consolidated Secured Net Leverage Ratio is less than or equal to 2.75 to 1.00above. The Administrative Agent and the Borrower shall determine the effective date of such Incremental Facility and any such Each Incremental Facility shall have the same guarantees as, and be first made available to all existing Lenders on a pro rata basis. To the extent that the existing Lenders in a timely fashion relative to the Incremental Facility Closing Date (as defined below) decline to issue commitments in respect of such Incremental Facility in the amount requested secured by the Borrowersame Collateral securing, the Administrative Agent, in consultation with the Borrower, will use its reasonable best efforts to arrange for other Persons (which Person may be suggested by the Borrower) to become a Lender hereunder and to issue commitments in an aggregate amount equal to the amount all of the Incremental Facility requested by the Borrower for which the existing Lenders decline to issue commitments (each Person issuing a commitment under an Incremental Facility, an “Additional Lender”), provided, however, that (i) no Lender shall be obligated to provide a commitment in respect of such Incremental Facility as a result of any such request by the Borrower, (ii) any Additional Lender which is not an existing Lender shall be subject to the approval of the Administrative Agent and the Borrower (which approval shall not be unreasonably withheld), and (iii) without the consent of the Administrative Agent, at no time shall the commitment of any Additional Lender in respect of such Incremental Facility be less than $5,000,000. The term loans made under suchother Obligations hereunder.

Incremental Credit Extensions. (a1) The Borrower Borrowers may at any time or from time to time after the Closing DateEffective Date request one or more increases in the Revolving Credit Commitments (each, a “Revolving Credit Commitment Increase”); provided, however, that (A) the aggregate amount of all Revolving Credit Commitment Increases shall not exceed $500,000,000, (B) the aggregate amount of Revolving Credit Commitments shall not exceed $2,000,000,000 at any time and (C) each Revolving Credit Commitment Increase shall be in an amount not less than $20,000,000. Nothing in this Agreement shall be construed to obligate the Administrative Agent, any other Agent, any Arranger or any Lender to negotiate for (whether or not in good faith), solicit, provide or commit to provide any Revolving Credit Commitment Increase. The Administrative Agent shall promptly notify each Lender of each proposed Revolving Credit Commitment Increase. Each such Lender (and each of their Affiliates and Approved Funds) may, in its sole discretion, commit to participate in such Revolving Credit Commitment Increase by notice forwarding its commitment therefor to the Administrative Agent (whereupon in form and substance satisfactory to the Administrative Agent. The Administrative Agent shall, after consultation with the Parent Borrower, allocate, but in amounts not to exceed for each such Lender the commitment received from such Lender, Affiliate or Approved Fund, the Revolving Credit Commitment Increase commitments to be made as part of such Revolving Credit Commitment Increase to the Lenders from which it has received such written commitments. If the Administrative Agent shall promptly deliver a copy does not receive enough commitments from existing Lenders or their Affiliates or Approved Funds, it may, after consultation with the Parent Borrower, allocate to each Eligible Assignees any excess of the Lenders), request one proposed amount of such Revolving Credit Commitment Increase agreed with the Parent Borrower over the aggregate amounts of the commitments received from existing Lenders or more additional tranches of term loans to be made hereunder their Affiliates or Approved Funds. Each Revolving Credit Commitment Increase shall become effective on a date agreed by the Parent Borrower and the Administrative Agent (each, an “Incremental FacilityCredit Extension Date”), provided that both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below, (i) no Default or Event of Default shall exist or would arise therefrom, (ii) each Incremental Facility which 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 amount represents all remaining availability under any case on or after the limit date of satisfaction of the conditions precedent set forth in the next sentence), and (iii) the aggregate amount of any Incremental Facility, when taken together with all other Incremental Facilities to date, shall not exceed the sum of (A) $50,000,000 plus (B) the amount available at the time of incurrence so long as, on a Pro Forma Basis after giving effect to the incurrence of all Indebtedness under any such Incremental Facility, the Consolidated Secured Net Leverage Ratio is less than or equal to 2.75 to 1.00Section 4.4. The Administrative Agent shall notify the Lenders and the Borrower Parent Borrower, on or before 1:00 p.m., New York City time, on the Business Day following an Incremental Credit Extension Date of the effectiveness of a Revolving Credit Commitment Increase and shall determine record in the effective date of such Incremental Facility and any such Incremental Facility shall be first made available to Register all existing Lenders on a pro rata basis. To the extent that the existing Lenders in a timely fashion relative to the Incremental Facility Closing Date (as defined below) decline to issue commitments applicable additional information in respect of such Incremental Facility in the amount requested by the Borrower, the Administrative Agent, in consultation with the Borrower, will use its reasonable best efforts to arrange for other Persons (which Person may be suggested by the Borrower) to become a Lender hereunder and to issue commitments in an aggregate amount equal to the amount of the Incremental Facility requested by the Borrower for which the existing Lenders decline to issue commitments (each Person issuing a commitment under an Incremental Facility, an “Additional Lender”), provided, however, that (i) no Lender shall be obligated to provide a commitment in respect of such Incremental Facility as a result of any such request by the Borrower, (ii) any Additional Lender which is not an existing Lender shall be subject to the approval of the Administrative Agent and the Borrower (which approval shall not be unreasonably withheld), and (iii) without the consent of the Administrative Agent, at no time shall the commitment of any Additional Lender in respect of such Incremental Facility be less than $5,000,000. The term loans made under suchRevolving Credit Commitment Increase.

Incremental Credit Extensions. (a) The Borrower Borrowers may at any time or from time to time after the Closing Date, by notice by the Parent Borrower to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request one or more additional tranches increases in the amount of term loans to be made hereunder the Revolving Credit Commitments (eacheach such increase, an a “Incremental FacilityRevolving Commitment Increase”), ; provided that both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below, (i) no Default or Event of Default shall exist or would arise therefrom, (ii) and each Incremental Facility Revolving Commitment Increase shall be in an aggregate principal amount that is not less than $10,000,000 25,000,000 (provided that such amount may be less than $10,000,000 25,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence). Notwithstanding anything to the contrary herein, and (iii) the aggregate amount of any Incremental Facility, when taken together with all other Incremental Facilities to date, the Revolving Commitment Increases shall not exceed $100,000,000 (the sum “Incremental Availability”). 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 (A) $50,000,000 plus (B) the amount available at the time it being understood that no existing Lender will have an obligation to provide a portion of incurrence so long asany Revolving Commitment Increase), in each case on a Pro Forma Basis after giving effect terms permitted in this Section 2.14 and otherwise on terms reasonably acceptable to the incurrence of all Indebtedness under any such Incremental Facility, the Consolidated Secured Net Leverage Ratio is less than or equal to 2.75 to 1.00. The Administrative Agent and the Borrower shall determine the effective date of such Incremental Facility and any such Incremental Facility shall be first made available to all existing Lenders on a pro rata basis. To the extent that the existing Lenders in a timely fashion relative to the Incremental Facility Closing Date (as defined below) decline to issue commitments in respect of such Incremental Facility in the amount requested by the Borrower, the Administrative Agent, in consultation with the Borrower, will use its reasonable best efforts to arrange for ) or by any other Persons bank or other financial institution (which Person may be suggested by the Borrower) to become a Lender hereunder and to issue commitments in an aggregate amount equal to the amount of the Incremental Facility requested by the Borrower for which the existing Lenders decline to issue commitments (each Person issuing a commitment under an Incremental Facility, any such other bank or other financial institution being called an “Additional Lender”), providedprovided 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, howeveras applicable, that (i) no to such Lender shall be obligated to provide a commitment 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 Amendment”) to this Agreement and, as a result appropriate, the 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. The Incremental Amendment may, without the consent of any other Lenders, effect such request by amendments to this Agreement and the Borrowerother Loan Documents as may be necessary or appropriate, (ii) any Additional Lender which is not an existing Lender shall be subject to in the approval reasonable opinion of the Administrative Agent and the Borrower 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 (which approval shall not be unreasonably withheld)each, and (iiian “Incremental Facility Closing Date”) without the consent of each of the Administrative Agentconditions 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 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, at no time shall (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 commitment of any Additional Lender Revolving Commitment Increase (each a “Revolving Commitment Increase Lender”) in respect of such Incremental Facility increase, and each such Revolving Commitment Increase Lender will automatically and without further act be less than $5,000,000deemed 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 outstanding (i) participations hereunder in Letters of Credit 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 term loans made under suchAdministrative 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 Borrower may at any time or from time to time after the Closing DateAny Borrower, may, by written notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders)) from time to time after the Effective Date, request one or more additional tranches of term loans to be made hereunder (eachIncremental Term Loan Commitments and/or Incremental Revolving Commitments, an “Incremental Facility”)as applicable, provided that both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below, (i) no Default or Event of Default shall exist or would arise therefrom, (ii) each Incremental Facility 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 amount represents all remaining availability under the limit set forth in the next sentence), and (iii) the aggregate amount of any Incremental Facility, when taken together with all other Incremental Facilities to date, shall not exceed the sum of (A) $50,000,000 plus (B) the amount available at the time of incurrence so long as, on a Pro Forma Basis after giving effect to the incurrence of all Indebtedness under any such Incremental Facility, the Consolidated Secured Net Leverage Ratio is less than or equal to 2.75 to 1.00. The Administrative Agent and the Borrower shall determine the effective date of such Incremental Facility and any such Incremental Facility shall be first made available to all existing Lenders on a pro rata basis. To the extent that the existing Lenders in a timely fashion relative to the Incremental Facility Closing Date (as defined below) decline to issue commitments in respect of such Incremental Facility in the amount requested by the Borrower, the Administrative Agent, in consultation with the Borrower, will use its reasonable best efforts to arrange for other Persons (which Person may be suggested by the Borrower) to become a Lender hereunder and to issue commitments in an aggregate amount equal not to exceed (when aggregated with any Incremental Equivalent Debt) the Incremental Amount from one or more Incremental Term Lenders and/or Incremental Revolving Lenders (which, in each case, may include any existing Lender, but shall be required to be Persons which would qualify as assignees of a Lender in accordance with Section 9.04) willing to provide such Incremental Term Loans and/or Incremental Revolving Commitments, as the case may be, in their own discretion. Each notice provided pursuant to this Section 2.20 shall set forth (i) the amount of the Incremental Facility Term Loan Commitments and/or Incremental Revolving Commitments being requested by the Borrower for (which the existing Lenders decline to issue commitments (each Person issuing a commitment under an Incremental Facility, an “Additional Lender”), provided, however, that (i) no Lender shall be obligated in minimum increments of $10,000,000 and a minimum amount of $25,000,000 or equal to provide a commitment in respect of such the remaining Incremental Facility as a result of any such request by the BorrowerAmount), (ii) any Additional Lender the date on which is not an existing Lender shall be subject such Incremental Term Loan Commitments and/or Incremental Revolving Commitments are requested to the approval of the Administrative Agent and the Borrower (which approval shall not be unreasonably withheld)become effective, and (iii) without in the consent case of the Administrative AgentIncremental Revolving Commitments, at no time shall the commitment of any Additional Lender in respect of whether such Incremental Facility be less than Revolving Commitments are to constitute an increase to the Dollar Tranche Commitments or Multicurrency Tranche Commitments; provided that, where multiple Classes of Revolving Commitments exist with different Maturity Dates, any Incremental Revolving Commitments shall constitute and increase to the Class of Revolving Commitments with the Latest Maturity Date; provided, further that the aggregate amount of all Incremental Revolving Commitments established hereunder shall not exceed $5,000,000. The 100,000,000 and (iv) in the case of Incremental Term Loan Commitments, whether such Incremental Term Loan Commitments are commitments to make term loans with the same interest rates, amortization, maturity and other terms as the Initial Term Loans made under suchon the Effective Date or commitments to make term loans with interest rates and/or amortization and/or maturity and/or other terms different from the Initial Term Loans (“Other Term Loans”).

Incremental Credit Extensions. (a) The Borrower may at any time or from time to time 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 additional tranches increases in the amount of term loans to be made hereunder the Revolving Credit Commitments (eacheach such increase, an a “Incremental FacilityRevolving Commitment Increase”), ; provided that both at the time of any such request and upon the effectiveness of any Incremental Additional Credit Extension Amendment referred to belowbelow (an “Incremental Effective Date”), (i) no Default or Event of Default shall exist or would arise therefrom, (ii) each Incremental Facility exist. Each Revolving Commitment Increase shall be in an aggregate principal amount that is not less than $10,000,000 25,000,000 (provided that such amount may be less than $10,000,000 25,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence). Notwithstanding anything to the contrary herein, and (iiix) the aggregate amount of Revolving Credit Commitments after giving effect to any Incremental Facility, when taken together with all other Incremental Facilities to date, Revolving Commitment Increase (and any concurrent reduction in the Revolving Credit Commitments) shall not exceed the sum of Revolving Credit Commitment Cap, and (Ay) $50,000,000 plus (B) the amount available at the time of incurrence so long as, on a Pro Forma Basis and after giving effect to the incurrence borrowing of all Indebtedness under such Revolving Commitment Increases (assuming for such calculation that any such Incremental FacilityRevolving Commitment Increases are fully drawn), the Consolidated Senior Secured Net Leverage Ratio is for the most recently ended Test Period shall be less than or equal to 2.75 3.75 to 1.001.0. The Administrative Agent and Each notice from the Borrower pursuant to this Section shall determine set forth the effective date requested amount and proposed terms of such Incremental Facility and any such Incremental Facility shall be first made available to all existing Lenders on a pro rata basisthe relevant Revolving Commitment Increases. To the extent that the existing Lenders in a timely fashion relative to the Incremental Facility Closing Date (as defined below) decline to issue commitments in respect of such Incremental Facility in the amount requested by the Borrower, the Administrative Agent, in consultation with the Borrower, will use its reasonable best efforts to arrange for other Persons (which Person Revolving Commitment Increases may be suggested provided by the Borrower) to become a any existing Lender hereunder and to issue commitments in an aggregate amount equal to the amount of the Incremental Facility requested or by any other bank or other financial institution approved by the Borrower for which the existing Lenders decline to issue commitments (each Person issuing a commitment under an Incremental Facility, any such other bank or other financial institution being called an “Additional Lender”), providedprovided that each L/C Issuer and 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 Revolving Credit Commitments 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 Revolving Credit Lender, howeveran increase in such Lender’s applicable Revolving Credit Commitment) under this Agreement pursuant to an Additional Credit Extension Amendment, executed by Holdings, the Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, the applicable L/C Issuer (in the case of an increase of a Revolving Commitment Increase) and the Administrative Agent. The Additional Credit Extension 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 any Additional Credit Extension 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 (iall 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 Additional Credit Extension Amendment) no and such other conditions as the parties thereto shall agree. The Borrower will use the proceeds of the Revolving Commitment Increases and Letters of Credit issued pursuant to the Revolving Commitment Increases for any purpose not prohibited by this Agreement. No Lender shall be obligated to provide any Revolving Commitment Increases, unless it so agrees. Upon each increase in the Revolving Credit Commitments pursuant to this Section, (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 commitment portion of the Revolving Commitment Increase (each a “Revolving Commitment Increase Lender”) in respect of such Incremental Facility as increase, and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed, a result portion of any such request by 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 Borrower, 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 its Pro Rata Share and (b) if, on the date of such increase, there are any Additional Lender 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 is not an existing Lender prepayment shall be subject to accompanied by accrued interest on the approval of the Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.05. The Administrative Agent and the Borrower (which approval Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not be unreasonably withheld), and (iii) without apply to the consent of transactions effected pursuant to the Administrative Agent, at no time shall the commitment of any Additional Lender in respect of such Incremental Facility be less than $5,000,000. The term loans made under suchimmediately preceding sentence.

Incremental Credit Extensions. (a) The Parent Borrower may at any time or from time to time 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 (a) one or more additional tranches increases in the amount of term loans to be made hereunder the Revolving Credit Commitments (eacheach such increase, an a “Incremental FacilityRevolving Commitment Increase”), ; provided that both at the time of any such request and (i) upon the effectiveness of any Incremental Amendment referred to below, (i) no Default or Event of Default shall exist or would arise therefrom, (ii) each Incremental Facility exist. Each Revolving Commitment Increase shall be in an aggregate principal amount that is not less than a amount of $10,000,000 100,000,000 (provided that such amount may be less than a amount of $10,000,000 100,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence). Notwithstanding anything to the contrary herein, and (iii) the aggregate amount of any Incremental Facility, when taken together with all other Incremental Facilities to date, the Revolving Commitment Increases shall not exceed the sum of $750,000,000 (A) $50,000,000 plus (B) the amount available at the time of incurrence so long as, on a Pro Forma Basis after giving effect to the incurrence of all Indebtedness under any such Incremental Facilityamount, the Consolidated Secured Net Leverage Ratio is less than or equal "Incremental Amount”). Each notice from the Parent Borrower pursuant to 2.75 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 Revolving Credit Lender will have an obligation to 1.00. The Administrative Agent provide a portion of any Revolving Commitment Increase), in each case on terms permitted in this Section 2.14 and the Borrower shall determine the effective date of such Incremental Facility and any such Incremental Facility shall be first made available otherwise on terms reasonably acceptable to all existing Lenders on a pro rata basis. To the extent that the existing Lenders in a timely fashion relative to the Incremental Facility Closing Date (as defined below) decline to issue commitments in respect of such Incremental Facility in the amount requested by the Borrower, the Administrative Agent, in consultation with the Borrower, will use its reasonable best efforts to arrange for or by any other Persons lender (which Person may be suggested by the Borrower) to become a Lender hereunder and to issue commitments in an aggregate amount equal to the amount of the Incremental Facility requested by the Borrower for which the existing Lenders decline to issue commitments (each Person issuing a commitment under an Incremental Facility, any such other lender being called an “Additional Lender”), providedprovided 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, howeveras applicable, that (i) no to such Lender shall be obligated to provide a commitment 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 Revolving Credit Lender, an increase in such Lender’s applicable Revolving Credit Commitment) under this Agreement pursuant to an amendment (an “Incremental Facility Amendment”) to this Agreement and, as a result appropriate, the other Loan Documents, 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 request by amendments to this Agreement and the Borrowerother Loan Documents as may be necessary or appropriate, (ii) any Additional Lender which is not an existing Lender shall be subject to in the approval 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 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 Revolving Commitment Increases for any purpose not prohibited by this Agreement; provided that to the extent the proceeds of Revolving Commitment Increases are being used to refinance Retained Existing Notes, such refinancing occurs no earlier than the final maturity date of such Retained Existing Notes. Upon each increase in (which approval shall not A) the Revolving Credit Commitments pursuant to this Section 2.14, (x) each Revolving Credit Lender immediately prior to such increase will automatically and without further act be unreasonably withhelddeemed to have assigned to each Lender providing a portion of the Revolving Commitment Increase (each a “Revolving Commitment Increase Lender”), and (iii) 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 consent percentage of the Administrative Agentaggregate 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 (y) if, at no time on the date of such increase, there are any Revolving Credit Loans outstanding, such Revolving Credit Loans shall on or prior to the commitment 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 Additional costs incurred by any Lender in respect of such Incremental Facility be less than $5,000,000accordance with Section 3.05. The term loans made under suchAdministrative 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 Borrower may at any time or from time to time 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 additional tranches of term loans to be made hereunder (each, an “Incremental Facility”), provided that both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below, (i) no Default or Event of Default shall exist or would arise therefrom, (ii) each Incremental Facility 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 amount represents all remaining availability under the limit set forth in the next sentence), and (iii) the aggregate amount of any Incremental Facility, when taken together with all other Incremental Facilities to date, shall not exceed the sum of (A) $50,000,000 plus (B) the amount available at the time of incurrence so long as, on a Pro Forma Basis after giving effect to the incurrence of all Indebtedness under any such Incremental Facility, the Consolidated Secured Net Leverage Ratio is less than or equal to 2.75 to 1.00. The Administrative Agent and the Borrower shall determine the effective date of such Incremental Facility and any such Incremental Facility shall be first made available to all existing Lenders on a pro rata basis. To the extent that the existing Lenders in a timely fashion relative to the Incremental Facility Closing Date (as defined below) decline to issue commitments in respect of such Incremental Facility in the amount requested by the Borrower, the Administrative Agent, in consultation with the Borrower, will use its reasonable best efforts to arrange for other Persons (which Person may be suggested by the Borrower) to become a Lender hereunder and to issue commitments in an aggregate amount equal to the amount of the Incremental Facility requested by the Borrower for which the existing Lenders decline to issue commitments (each Person issuing a commitment under an Incremental Facility, an “Additional Lender”), provided, however, that (i) no Lender shall be obligated to provide a commitment in respect of such Incremental Facility as a result of any such request by the Borrower, (ii) any Additional Lender which is not an existing Lender shall be subject to the approval of the Administrative Agent and the Borrower (which approval shall not be unreasonably withheld), and (iii) without the consent of the Administrative Agent, at no time shall the commitment of any Additional Lender in respect of such Incremental Facility be less than $5,000,000. The term loans made under suchsuch Incremental Facility (“Incremental Term Loans”) (a) shall rank pari passu in right of payment and of security with the Term Loans, (b) shall not mature earlier than the Maturity Date with respect to the Term Loans, (c) shall be treated the same as the Term Loans (in each case, including with respect to mandatory and voluntary prepayments), (d) the yield (including, for the avoidance of doubt, any upfront fees, original issue discount and similar amounts paid to Lenders under the Incremental Facility) on the Incremental Term Loans shall not exceed the corresponding interest rate on the Term Loans by more than 25 basis points (it being understood that this condition may be satisfied by including a provision in the respective Incremental Amendment in respect of such Incremental Term Loans pursuant to which the Applicable Margin in respect of the Term Loans is increased to the extent necessary to reduce any such excess to no more than 25 basis points) and (e) the amortization schedule applicable to the Incremental Term Loans shall provide for a Weighted Average Life to Maturity of the Incremental Term Loans no shorter than the Weighted Average Life to Maturity of the Term Loans. Each notice from the Borrower pursuant to this Section shall set forth the requested amount and proposed terms of the requested Incremental Facility. 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 Additional Lender 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 mutually agreed by the Administrative Agent and the Borrower to effect the provisions of this Section. The Administrative Agent and the Lenders hereby agree that the 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. The provisions of this SECTION 2.02 shall supersede any provisions in SECTION 2.21 or 9.02 to the contrary.

Incremental Credit Extensions. (a) The Borrower may at any time or from time to time 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 (a) one or more additional tranches of term loans to be made hereunder (each, an the “Incremental FacilityTerm Loans”) or (b) one or more increases in the amount of the Revolving Credit Commitments (each such increase, a “Revolving Commitment Increase”), provided that both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below, no Default or Event of Default shall exist and at the time that any such Incremental Term Loan is made (iand after giving effect thereto) no Default or Event of Default shall exist or would arise therefrom, (ii) exist. Each tranche of Incremental Term Loans and each Incremental Facility Revolving Commitment Increase shall be in an aggregate principal amount that is not less than $10,000,000 25,000,000 (provided that such amount may be less than $10,000,000 25,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence). Notwithstanding anything to the contrary herein, and (iii) the aggregate amount of any the Incremental Facility, when taken together with all other Incremental Facilities to date, Term Loans and the Revolving Commitment Increases shall not exceed the sum 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, (Ab) $50,000,000 plus shall not mature earlier than the Latest Maturity Date with respect to the Term Loans and (Bc) shall be treated substantially the same as the Term Loans made on the Closing Date (in each case, including with respect to mandatory and voluntary prepayments), provided that (i) the amount available at terms and conditions applicable to Incremental Term Loans may be materially different from those of the time of incurrence so long as, on a Pro Forma Basis after giving effect Term Loans to the incurrence of all Indebtedness under any extent such Incremental Facility, differences are reasonably acceptable to the Consolidated Secured Net Leverage Ratio is less than or equal to 2.75 to 1.00. The Administrative Agent and (ii) the Borrower shall determine the effective date of such Incremental Facility interest rates and any such Incremental Facility shall be first made available to all existing Lenders on a pro rata basis. To the extent that the existing Lenders in a timely fashion relative amortization schedule applicable to the Incremental Facility Closing Date (as defined below) decline to issue commitments in respect of such Incremental Facility in the amount requested Term Loans shall be determined by the BorrowerBorrower 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 (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, in consultation with the Borrower, will use its reasonable best efforts to arrange for ) or by any other Persons bank or other financial institution (which Person may be suggested by the Borrower) to become a Lender hereunder and to issue commitments in an aggregate amount equal to the amount of the Incremental Facility requested by the Borrower for which the existing Lenders decline to issue commitments (each Person issuing a commitment under an Incremental Facility, any such other bank or other financial institution being called an “Additional Lender”), providedprovided 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, howeveras 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 Parent, Foreign Holdings, 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 (iall 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) no 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 commitment portion of the Revolving Commitment Increase (each a “Revolving Commitment Increase Lender”) in respect of such Incremental Facility as increase, and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed, a result portion of any such request by 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 Borrower, 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 Additional Lender 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 is not an existing Lender prepayment shall be subject to accompanied by accrued interest on the approval of the Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.05. The Administrative Agent and the Borrower (which approval Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not be unreasonably withheld), and (iii) without apply to the consent of transactions effected pursuant to the Administrative Agent, at no time shall the commitment of any Additional Lender in respect of such Incremental Facility be less than $5,000,000. The term loans made under suchimmediately preceding sentence.

Incremental Credit Extensions. (a) The Borrower may may, at any time or from time to time after the Closing Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall as promptly as practicable deliver a copy to each of the Term Lenders)) and in accordance with the provisions of this Section 2.12, request (i) one or more additional tranches of term loans to be made hereunder (each, an the “Incremental FacilityTerm Loans”), provided that both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below, (i) no Default or Event of Default shall exist or would arise therefrom, (ii) each Incremental Facility shall be in an aggregate principal amount that is not less than $10,000,000 (provided that such amount which may be less than $10,000,000 if such amount represents all remaining availability under deemed to be Initial Term Loans, Tranche B Delayed Draw Term Loans, Tranche C Delayed Draw Term Loans (each a “Term Loan Increase”) or a separate Class of Term Loans (the limit set forth in the next sentence), and (iii) the aggregate amount of any Incremental Facility, when taken together with all other Incremental Facilities to date, shall not exceed the sum of (A) $50,000,000 plus (B) the amount available at the time of incurrence so long as, on a Pro Forma Basis after giving effect to the incurrence of all Indebtedness under any such Incremental Facility, the Consolidated Secured Net Leverage Ratio is less than or equal to 2.75 to 1.00. The Administrative Agent and the Borrower shall determine the effective date of such Incremental Facility and any such Incremental Facility shall be first made available to all existing Lenders on a pro rata basis. To the extent that the existing Lenders in a timely fashion relative to the Incremental Facility Closing Date (as defined below) decline to issue commitments in respect of such Incremental Facility Term Loans, whether or not constituting a Term Loan Increase, the “Incremental Term Loan Commitments”), (ii) (A) the establishment of one or more new revolving credit commitments (an “Incremental Revolving Commitment Tranche”), and/or (B) one or more increases in the amount requested by the Borrowerof any previously established Class of Incremental Revolving Commitment (a “Revolving Commitment Increase”, together with any Incremental Revolving Commitment Tranche, the Administrative Agent, in consultation with the Borrower, will use its reasonable best efforts to arrange for other Persons “Incremental Revolving Credit Commitments”) or (which Person may be suggested by the Borroweriii) to become a Lender hereunder and to issue commitments in an aggregate amount equal to Incremental Equivalent Debt. Such notice shall set forth (1) the amount of the Incremental Facility Term Loan Commitments, the Incremental Revolving Credit Commitments or Incremental Equivalent Debt being requested by and (2) the Borrower for date on which such Incremental Term Loan Commitments, the existing Lenders decline Incremental Revolving Credit Commitments or Incremental Equivalent Debt are requested to issue commitments (each Person issuing a commitment under become effective. For the avoidance of doubt, no Lender will be required to provide an Incremental FacilityTerm Loan Commitment, Incremental Revolving Credit Commitment or Incremental Equivalent Debt. Following the effectiveness of any Incremental Loan, each request for a Borrowing of an “Additional Lender”), provided, however, that (i) no Lender Incremental Loan shall be obligated to provide a commitment in respect accordance with the terms of such Incremental Facility as a result of any such request by the Borrower, (ii) any Additional Lender which is not an existing Lender shall be subject to the approval of the Administrative Agent and the Borrower (which approval shall not be unreasonably withheld), and (iii) without the consent of the Administrative Agent, at no time shall the commitment of any Additional Lender in respect of such Incremental Facility be less than $5,000,000. The term loans made under suchSection 2.03.

Incremental Credit Extensions. (ai) The Borrower Borrowers may at any time or from time to time after the Closing DateEffective Date request one or more increases in the Revolving Credit Commitments (each, a “Revolving Credit Commitment Increase”); provided, however, that (A) the aggregate amount of all Revolving Credit Commitment Increases shall not exceed $300,000,000 and (B) each Revolving Credit Commitment Increase shall be in an amount not less than $20,000,000. Nothing in this Agreement shall be construed to obligate the Administrative Agent, any other Agent, any Arranger or any Lender to negotiate for (whether or not in good faith), solicit, provide or commit to provide any Revolving Credit Commitment Increase. The Administrative Agent shall promptly notify each Lender of each proposed Revolving Credit Commitment Increase. Each such Lender (and each of their Affiliates and Approved Funds) may, in its sole discretion, commit to participate in such Revolving Credit Commitment Increase by notice forwarding its commitment therefor to the Administrative Agent (whereupon in form and substance satisfactory to the Administrative Agent. The Administrative Agent shall, after consultation with the Parent Borrower, allocate, but in amounts not to exceed for each such Lender the commitment received from such Lender, Affiliate or Approved Fund, the Revolving Credit Commitment Increase commitments to be made as part of such Revolving Credit Commitment Increase to the Lenders from which it has received such written commitments. If the Administrative Agent shall promptly deliver a copy does not receive enough commitments from existing Lenders or their Affiliates or Approved Funds, it may, after consultation with the Parent Borrower, allocate to each Eligible Assignees any excess of the Lenders), request one proposed amount of such Revolving Credit Commitment Increase agreed with the Parent Borrower over the aggregate amounts of the commitments received from existing Lenders or more additional tranches of term loans to be made hereunder their Affiliates or Approved Funds. Each Revolving Credit Commitment Increase shall become effective on a date agreed by the Parent Borrower and the Administrative Agent (each, an “Incremental FacilityCredit Extension Date”), provided that both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below, (i) no Default or Event of Default shall exist or would arise therefrom, (ii) each Incremental Facility which 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 amount represents all remaining availability under any case on or after the limit date of satisfaction of the conditions precedent set forth in the next sentence), and (iii) the aggregate amount of any Incremental Facility, when taken together with all other Incremental Facilities to date, shall not exceed the sum of (A) $50,000,000 plus (B) the amount available at the time of incurrence so long as, on a Pro Forma Basis after giving effect to the incurrence of all Indebtedness under any such Incremental Facility, the Consolidated Secured Net Leverage Ratio is less than or equal to 2.75 to 1.00Section 4.4. The Administrative Agent shall notify the Lenders and the Borrower Parent Borrower, on or before 1:00 p.m., New York City time, on the Business Day following an Incremental Credit Extension Date of the effectiveness of a Revolving Credit Commitment Increase and shall determine record in the effective date of such Incremental Facility and any such Incremental Facility shall be first made available to Register all existing Lenders on a pro rata basis. To the extent that the existing Lenders in a timely fashion relative to the Incremental Facility Closing Date (as defined below) decline to issue commitments applicable additional information in respect of such Incremental Facility in the amount requested by the Borrower, the Administrative Agent, in consultation with the Borrower, will use its reasonable best efforts to arrange for other Persons (which Person may be suggested by the Borrower) to become a Lender hereunder and to issue commitments in an aggregate amount equal to the amount of the Incremental Facility requested by the Borrower for which the existing Lenders decline to issue commitments (each Person issuing a commitment under an Incremental Facility, an “Additional Lender”), provided, however, that (i) no Lender shall be obligated to provide a commitment in respect of such Incremental Facility as a result of any such request by the Borrower, (ii) any Additional Lender which is not an existing Lender shall be subject to the approval of the Administrative Agent and the Borrower (which approval shall not be unreasonably withheld), and (iii) without the consent of the Administrative Agent, at no time shall the commitment of any Additional Lender in respect of such Incremental Facility be less than $5,000,000. The term loans made under suchRevolving Credit Commitment Increase.

Incremental Credit Extensions. (ai) The Borrower may at any time or from time to time after the Closing 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 additional tranches of term loans to be made hereunder (each, an “Incremental Facility”), provided that both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below, (i) no Default or Event of Default shall exist or would arise therefrom, (ii) each Incremental Facility 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 amount represents all remaining availability under the limit set forth in the next sentence), and (iii) the aggregate amount of any Incremental Facility, when taken together with all other Incremental Facilities to date, shall not exceed the sum of (A) $50,000,000 plus (B) the amount available at the time of incurrence so long as, on a Pro Forma Basis after giving effect to the incurrence of all Indebtedness under any such Incremental Facility, the Consolidated Secured Net Leverage Ratio is less than or equal to 2.75 to 1.00. The Administrative Agent and the Borrower shall determine the effective date of such Incremental Facility and any such Incremental Facility shall be first made available to all existing Lenders on a pro rata basis. To the extent that the existing Lenders in a timely fashion relative to the Incremental Facility Closing Date (as defined below) decline to issue commitments in respect of such Incremental Facility in the amount requested by the Borrower, the Administrative Agent, in consultation with the Borrower, will use its reasonable best efforts to arrange for other Persons (which Person may be suggested by the Borrower) to become a Lender hereunder and to issue commitments in an aggregate amount equal to the amount of the Incremental Facility requested by the Borrower for which the existing Lenders decline to issue commitments (each Person issuing a commitment under an Incremental Facility, an “Additional Lender”), provided, however, that (i) no Lender shall be obligated to provide a commitment in respect of such Incremental Facility as a result of any such request by the Borrower, (ii) any Additional Lender which is not an existing Lender shall be subject to the approval of the Administrative Agent and the Borrower (which approval shall not be unreasonably withheld), and (iii) without the consent of the Administrative Agent, at request one or more increases in the Revolving Credit Commitments (each, a "Revolving Credit Commitment Increase") or one or more tranches of term loans (the "Incremental Term Loans"); provided, however, that (A) the aggregate amount of all Incremental Term Loans and Revolving Credit Commitment Increases shall not exceed $100,000,000, (B) no time Incremental Term Loans or Revolving Credit Commitment Increases shall be requested later than one year prior to the Scheduled Termination Date and (C) each Incremental Term Loan and Revolving Credit Commitment Increase shall be in an amount not less than $25,000,000. Nothing in this Agreement shall be construed to obligate the Administrative Agent, any other Agent, any Arranger or any Lender to negotiate for, solicit, provide or commit to provide any Incremental Term Loans or any Revolving Credit Commitment Increase. The Administrative Agent shall promptly notify each Lender of each proposed Incremental Term Loan and Revolving Credit Commitment Increase and of the proposed terms and conditions therefor agreed between the Borrower and the Administrative Agent. Each such Lender (and each of their Affiliates and Approved Funds) may, in its sole discretion, commit to participate in such Incremental Term Loans and Revolving Credit Commitment Increases by forwarding its commitment therefor to the Administrative Agent in form and substance satisfactory to the Administrative Agent. The Administrative Agent shall allocate, in its sole discretion but in amounts not to exceed for each such Lender the commitment received from such Lender, Affiliate or Approved Fund, the Incremental Term Loan commitments or Revolving Credit Commitment Increase commitments to be made as part of such Incremental Term Loans or Revolving Credit Commitment Increase, respectively, to the Lenders from which it has received such written commitments. If the Administrative Agent does not receive enough commitments from existing Lenders or their Affiliates or Approved Funds, it may, after consultation with the Borrower, allocate to Eligible Assignees any Additional Lender excess of the proposed amount of such Incremental Term Loans or Revolving Credit Commitment Increase agreed with the Borrower over the aggregate amounts of the commitments received from existing Lenders or their Affiliates or Approved Funds. Each Incremental Term Loan and Revolving Credit Commitment Increase shall become effective on a date agreed by the Borrower and the Administrative Agent (each, an "Incremental Credit Extension Date"), which shall be in any case on or after the date of satisfaction of the conditions precedent set forth in Section 3.4. The Administrative Agent shall notify the Lenders and the Borrower, on or before 1:00 p.m., New York City time, on the Business Day following an Incremental Credit Extension Date of the effectiveness of an Incremental Term Loan or Revolving Credit Commitment Increase, as applicable, and shall record in the Register all applicable additional information in respect of such Incremental Facility be less than $5,000,000. The term loans made under suchTerm Loans or Revolving Credit Commitment Increase.

Incremental Credit Extensions. (a) The Borrower may at any time or from time to time 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 additional tranches increases in the amount of term loans the Commitments to be made hereunder available to the Borrower (eacheach such increase, an a “Incremental FacilityCommitment Increase”), ; provided that both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below, (i) no Default or Event of Default shall exist or would arise therefrom, (ii) each Incremental Facility and the Borrower shall be in an aggregate principal amount that is not less than $10,000,000 compliance with the covenants set forth in Section 6.10 determined on a pro forma basis as of the last day of the most recently ended Test Period as if the Commitments, after giving effect to such Commitment Increase, had been fully drawn on the last day of the applicable Test Period (provided assuming for such purpose that such covenants applied as of the end of such Test Period, whether or not such last day of such Test Period is prior to the first date that any such covenant is otherwise tested pursuant to the terms of Section 6.10). Notwithstanding anything to the contrary herein, the aggregate amount of Commitments hereunder including all then available Commitment Increases shall not exceed $300,000,000. Each Commitment Increase shall be on the same terms as the Commitments in effect immediately prior to such Commitment Increase. Each notice from the Borrower pursuant to this Section 2.11 shall set forth the requested amount of the relevant Commitment Increase and such notice may be less than $10,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence)Incremental Amendment. Commitment Increases may be provided by any existing Lender or a new Lender in each case in their sole discretion; provided that each of the Administrative Agent and the applicable Issuing Banks shall have consented (not to be unreasonably withheld or delayed) to any Lender providing such Commitment Increase, in each case, if such consent would be required under Section 9.6(c) for an assignment of Loans or Commitments, as applicable, to such Lender. Commitments in respect of Commitment Increases shall become Commitments (or in the case of a Commitment Increase to be provided by an existing Lender that already has such a Commitment, an increase in such Lender’s Commitment) under this Agreement and shall be effected pursuant to an amendment (iiian “Incremental Amendment”) to this Agreement and, as appropriate, the aggregate amount other Loan Documents, executed by the Borrower, each Lender agreeing to provide such Commitment Increase 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 2.11. In connection with each Incremental FacilityAmendment, when taken together with all other Incremental Facilities to date, Schedule 1.1A shall not exceed the sum of (A) $50,000,000 plus (B) the amount available at the time of incurrence so long as, on a Pro Forma Basis be amended such that after giving effect to the incurrence Commitment Increase the LC Commitments are pro rata amongst the Lenders. The LC Commitments of an Issuing Bank may be reduced without its consent to accomplish the foregoing. For the avoidance of doubt any new Lender taking a Commitment Increase shall become an Issuing Bank. While not required to be solely in this form it is anticipated that any Incremental Amendment shall be accomplished simply by an amendment amending Schedule 1.1A. No Lender shall be obligated to provide any Commitment Increases, unless it so agrees in its sole discretion. Upon each increase in the Commitments pursuant to this Section 2.11, 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 Commitment Increase (each, a “Commitment Increase Lender”), and each such Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of such Xxxxxx’s participations hereunder in outstanding 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 Letters of Credit held by each Lender (including each such Commitment Increase Lender) will equal the percentage of the aggregate Commitments of all Indebtedness under Lenders represented by such Xxxxxx’s Commitment and (b) if, on the date of such increase, there are any Loans outstanding, such Incremental FacilityLoans shall on the date of effectiveness of such Commitment Increase be prepaid from the proceeds of additional Loans made hereunder (after reflecting such increase in Commitments), which prepayment shall be accompanied by accrued interest on the Consolidated Secured Net Leverage Ratio is less than or equal to 2.75 to 1.00Loans being prepaid and any costs incurred by any prepaid Lender in accordance with Section 2.15. The Administrative Agent and the Borrower shall determine the effective date of such Incremental Facility and any such Incremental Facility shall be first made available to all existing Lenders on a pro rata basis. To the extent hereby agree that the existing Lenders minimum borrowing requirements contained elsewhere in a timely fashion relative this Agreement shall not apply to the Incremental Facility Closing Date (as defined below) decline transactions effected pursuant to issue commitments this Section 2.11. This Section 2.11 shall supersede any provisions in respect of such Incremental Facility in the amount requested by the Borrower, the Administrative Agent, in consultation with the Borrower, will use its reasonable best efforts to arrange for other Persons (which Person may be suggested by the Borrower) to become a Lender hereunder and to issue commitments in an aggregate amount equal Section 2.14 or 9.1 to the amount of the Incremental Facility requested by the Borrower for which the existing Lenders decline to issue commitments (each Person issuing a commitment under an Incremental Facility, an “Additional Lender”), provided, however, that (i) no Lender shall be obligated to provide a commitment in respect of such Incremental Facility as a result of any such request by the Borrower, (ii) any Additional Lender which is not an existing Lender shall be subject to the approval of the Administrative Agent and the Borrower (which approval shall not be unreasonably withheld), and (iii) without the consent of the Administrative Agent, at no time shall the commitment of any Additional Lender in respect of such Incremental Facility be less than $5,000,000. The term loans made under suchcontrary.

Incremental Credit Extensions. (ai) The Borrower Borrowers may at any time or from time to time after the Closing DateEffective Date request one or more increases in the Revolving Credit Commitments (each, a “Revolving Credit Commitment Increase”); provided, however, that (A) the aggregate amount of all Revolving Credit Commitment Increases shall not exceed $500,000,000, (B) the aggregate amount of Revolving Credit Commitments shall not exceed $1,500,000,000 at any time and (C) each Revolving Credit Commitment Increase shall be in an amount not less than $20,000,000. Nothing in this Agreement shall be construed to obligate the Administrative Agent, any other Agent, any Arranger or any Lender to negotiate for (whether or not in good faith), solicit, provide or commit to provide any Revolving Credit Commitment Increase. The Administrative Agent shall promptly notify each Lender of each proposed Revolving Credit Commitment Increase. Each such Lender (and each of their Affiliates and Approved Funds) may, in its sole discretion, commit to participate in such Revolving Credit Commitment Increase by notice forwarding its commitment therefor to the Administrative Agent (whereupon in form and substance satisfactory to the Administrative Agent. The Administrative Agent shall, after consultation with the Parent Borrower, allocate, but in amounts not to exceed for each such Lender the commitment received from such Lender, Affiliate or Approved Fund, the Revolving Credit Commitment Increase commitments to be made as part of such Revolving Credit Commitment Increase to the Lenders from which it has received such written commitments. If the Administrative Agent shall promptly deliver a copy does not receive enough commitments from existing Lenders or their Affiliates or Approved Funds, it may, after consultation with the Parent Borrower, allocate to each Eligible Assignees any excess of the Lenders), request one proposed amount of such Revolving Credit Commitment Increase agreed with the Parent Borrower over the aggregate amounts of the commitments received from existing Lenders or more additional tranches of term loans to be made hereunder their Affiliates or Approved Funds. Each Revolving Credit Commitment Increase shall become Execution Version effective on a date agreed by the Parent Borrower and the Administrative Agent (each, an “Incremental FacilityCredit Extension Date”), provided that both at which shall be in any case on the time date of any such request satisfaction of the conditions precedent set forth in Section 4.4. The Administrative Agent shall notify the Lenders and upon the Parent Borrower, on or before 1:00 p.m., New York City time, on the Business Day following an Incremental Credit Extension Date of the effectiveness of any Incremental Amendment referred to below, (i) no Default or Event a Revolving Credit Commitment Increase and shall record in the Register all applicable additional information in respect of Default shall exist or would arise therefrom, such Revolving Credit Commitment Increase. (ii) each Incremental Facility 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 amount represents all remaining availability under the limit set forth in the next sentence), and (iii) the aggregate amount of any Incremental Facility, when taken together with all other Incremental Facilities to date, shall not exceed the sum of (A) $50,000,000 plus The commitments under each Revolving Credit Commitment Increase shall be deemed for all purposes part of the Revolving Credit Commitments, (B) each Lender or Eligible Assignee participating in such Revolving Credit Commitment Increase shall become a Lender with respect to the amount available at Revolving Credit Commitments and all matters relating thereto and (C) the time commitments under each Revolving Credit Commitment Increase shall have the same terms and conditions as the Revolving Credit Commitments. On the Incremental Credit Extension Date for any Revolving Credit Commitment Increase, each Lender or Eligible Assignee participating in such Revolving Credit Commitment Increase shall purchase and assume from each existing Lender having Revolving Loans outstanding on such Incremental Credit Extension Date, without recourse or warranty and pursuant to an Assignment and Acceptance, an undivided interest and participation, to the extent of incurrence so long as, on a Pro Forma Basis such Lender’s Ratable Portion of the new Revolving Credit Commitments (after giving effect to such Revolving Credit Commitment Increase), in the incurrence aggregate outstanding Revolving Loans, so as to ensure that, on the Incremental Credit Extension Date after giving effect to such Revolving Credit Commitment Increase, each Revolving Lender is owed only its Ratable Portion of all Indebtedness under any the Revolving Loans on such Incremental FacilityCredit Extension Date. On each Incremental Credit Extension Date, the Consolidated Secured Net Leverage Ratio is less than or equal to 2.75 to 1.00. The Administrative Agent and the Borrower shall determine the effective date of such Incremental Facility and any such Incremental Facility Schedule I hereof shall be first made available to all existing Lenders on a pro rata basis. To the extent that the existing Lenders in a timely fashion relative to the Incremental Facility Closing Date (as defined below) decline to issue commitments in respect of such Incremental Facility in the amount requested amended and restated by the Borrower, the Administrative Agent, in consultation with the Borrower, will use its reasonable best efforts to arrange for other Persons (which Person may be suggested by the Borrower) to become a Lender hereunder and to issue commitments in an aggregate amount equal to the amount of the Incremental Facility requested by the Borrower for which the existing Lenders decline to issue commitments (each Person issuing a commitment under an Incremental Facility, an “Additional Lender”), provided, however, that (i) no Lender shall be obligated to provide a commitment in respect of such Incremental Facility as a result of any such request by the Borrower, (ii) any Additional Lender which is not an existing Lender shall be subject to the approval of the Administrative Agent and the Parent Borrower (which approval shall not be unreasonably withheld), notwithstanding anything in Section 10.1 to the contrary) to set forth all Lenders and (iii) without the consent of the Administrative Agent, at no time shall the commitment of any Additional Lender in respect of their respective Revolving Credit Commitments and Scheduled Maturity Dates after giving effect to such Incremental Facility be less than $5,000,000. The term loans made under suchRevolving Credit Commitment Increase.

Incremental Credit Extensions. (a) The Borrower may at At any time or and from time to time 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 deliver a copy make such notice available to each of the Lenders), pursuant to an Incremental Amendment (“Incremental Amendment”) request to effect (i) one or more additional tranches of term loans to be made hereunder or increases in the aggregate amount of the Term B Loans (eacheach such increase, an a “Incremental FacilityTerm Commitment Increase”)) from one or more Additional Term Lenders or (ii) increases in the aggregate amount of the Revolving Credit Commitments (each such increase, a “Revolving Credit Commitment Increase” and together with the Term Commitment Increase, a “Commitment Increase”) from Additional Revolving Lenders; provided that both at the time of any each such request and upon the effectiveness of any each Incremental Amendment referred to belowAmendment, (iA) no Default or Event of Default shall exist have occurred and be continuing or would arise shall result therefrom, (iiB) the maturity date of any term loans or revolving loans incurred pursuant to such Term Commitment Increase or Revolving Credit Commitment Increase, as applicable, shall not be earlier than the Term B Termination Date or Revolving Credit Termination Date, as applicable, (C) the Weighted Average Life to Maturity of any term loans pursuant to such Term Commitment Increase shall not be less than the remaining Weighted Average Life to Maturity of the Term B Loans; (D) the Borrower shall be in compliance on a Pro Forma Basis with the covenants contained in Section 6.22 recomputed as of the last day of the most recently ended fiscal quarter of the Borrower (and assuming full utilization of the Revolving Credit Commitment), (E) the Borrower shall have delivered to the Administrative Agent a certificate of a financial officer certifying to the effect set forth in subclauses (A), (C) and (D) above, together with reasonably detailed calculations demonstrating compliance with subclause (C) 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 6.1(e), be accompanied by a reasonably detailed calculation of Consolidated EBITDA and Interest Expense for the relevant period), (F) the applicable yield relating to any term loans or revolving loans incurred pursuant to such Term Commitment Increase or Revolving Credit Commitment Increase (each facility thereunder, the “Incremental Facility”), as applicable, shall not be greater than that with respect to the existing Term B Facility or existing Revolving Facility, as applicable, plus 0.50% per annum unless the yield applicable to the existing Term B Facility or existing Revolving Facility, as applicable, is increased so that the yield applicable to the applicable Incremental Facility does not exceed the yield applicable to the existing Term B Facility or existing Revolving Facility, as applicable, by more than 0.50% per annum; provided that in determining the yield applicable to the existing Term B Facility or existing Revolving Facility, as applicable, and the applicable Incremental Facility, (x) original issue discount (“OID”) or upfront fees or other payments or any duration, ticking or similar fee (which shall be deemed to constitute like amounts of OID) payable by the Borrower to the Term B Lenders or Revolving Lenders, as applicable, or the applicable Incremental Facility in the primary syndication thereof shall be included (with OID being equated to interest based on an assumed four-year life to maturity or, if less, the remaining life to maturity of the applicable Incremental Facility), (y) customary arrangement or commitment fees payable to the Joint Lead Arrangers (or its affiliates in connection with the existing Term B Facility or existing Revolving Facility, as applicable, or to one or more arrangers (or their affiliates) of the applicable Incremental Facility shall be excluded and (z) if the eurodollar rate in respect of such Incremental Facility includes a floor greater than any floor applicable to the analogous existing Facility under the definition of “Adjusted LIBOR,” such increased amount shall be equated to interest margin for purposes of determining any increase to the applicable yield under the analogous Facility, (G) the revolving loans incurred pursuant to such Revolving Credit Commitment Increase will mature no earlier than, and will require no scheduled amortization or mandatory commitment reduction prior to, the Revolving Credit Termination Date and all other terms of any such Incremental Facility (except as set forth in the foregoing clauses) shall be substantially identical to the Revolving Facility or otherwise reasonably acceptable to the Administrative Agent, (H) to the extent the terms of any term loans incurred pursuant to a Term Commitment Increase are different from the terms applicable to the Term B Facility (except to the extent permitted by the foregoing clauses), such terms shall be reasonably satisfactory to the Administrative Agent, (I) all fees or other payments owing pursuant to Section 10.13 in respect of such increase to the Administrative Agent and the Lenders shall have been paid, and (J) each of the representations and warranties set forth herein and in the other Loan Documents shall be true and correct in all material respects (or all respects to the extent otherwise qualified by a materiality threshold) as of such date, except to the extent the same expressly relate to an earlier date. Notwithstanding anything to contrary herein, the sum of (i) the aggregate principal amount of all Commitment Increases and (ii) the aggregate principal amount of all Commitment Increases (as defined under the Second Lien Loan Agreement) under the Second Lien Loan Agreement shall not exceed $350,000,000 (plus, in the case of a Revolving Credit Commitment Increase that is not less than serves to effectively extend the maturity of the Revolving Facility, an amount equal to the reduction in the Revolving Facility to be replaced by a Revolving Credit Commitment Increase). Each Term Commitment Increase shall be in a minimum principal amount of $10,000,000 (50,000,000 and integral multiples of $1,000,000 in excess thereof; provided that such amount may be less than $10,000,000 50,000,000 if such amount represents all the remaining availability under the limit aggregate principal amount of Commitment Increases set forth in the next sentence), and (iii) the aggregate amount of any Incremental Facility, when taken together with all other Incremental Facilities to date, shall not exceed the sum of (A) $50,000,000 plus (B) the amount available at the time of incurrence so long as, on a Pro Forma Basis after giving effect to the incurrence of all Indebtedness under any such Incremental Facility, the Consolidated Secured Net Leverage Ratio is less than or equal to 2.75 to 1.00. The Administrative Agent and the Borrower shall determine the effective date of such Incremental Facility and any such Incremental Facility shall be first made available to all existing Lenders on a pro rata basis. To the extent that the existing Lenders in a timely fashion relative to the Incremental Facility Closing Date (as defined below) decline to issue commitments in respect of such Incremental Facility in the amount requested by the Borrower, the Administrative Agent, in consultation with the Borrower, will use its reasonable best efforts to arrange for other Persons (which Person may be suggested by the Borrower) to become a Lender hereunder and to issue commitments in an aggregate amount equal to the amount of the Incremental Facility requested by the Borrower for which the existing Lenders decline to issue commitments (each Person issuing a commitment under an Incremental Facility, an “Additional Lender”), provided, however, that (i) no Lender shall be obligated to provide a commitment in respect of such Incremental Facility as a result of any such request by the Borrower, (ii) any Additional Lender which is not an existing Lender shall be subject to the approval of the Administrative Agent and the Borrower (which approval shall not be unreasonably withheld), and (iii) without the consent of the Administrative Agent, at no time shall the commitment of any Additional Lender in respect of such Incremental Facility be less than $5,000,000. The term loans made under suchabove.

Incremental Credit Extensions. (a) The Borrower may at (i) At any time or and from time to time after time, subject to the Closing Dateterms and conditions set forth in this Agreement, the Borrower may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy make available to each of the Lenders), request to effect one or more additional revolving credit facility tranches of term loans to be made hereunder (each, an “Incremental FacilityRevolving Loans”)) or increases in the aggregate amount of the Revolving Commitments (each such increase, a “Revolving Commitment Increase”; together with the Incremental Revolving Loans, “Incremental Revolving Facilities”) from Additional Revolving Lenders; provided that both at the time of any each such request and upon the effectiveness of any each Incremental Revolving Facility Amendment referred to belowafter the Third Amendment Effective Date, (iA) no Default or Event of Default shall exist have occurred and be continuing or would arise shall result therefrom, (ii) each Incremental Facility 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 amount represents all remaining availability under the limit set forth in the next sentence), and (iii) the aggregate amount of any Incremental Facility, when taken together with all other Incremental Facilities to date, shall not exceed the sum of (A) $50,000,000 plus (B) the amount available at the time of incurrence so long as, Borrower shall be in compliance on a Pro Forma Basis after giving effect to (treating any proposed Incremental Revolving Facility as fully drawn and excluding from the incurrence calculation of all Consolidated Senior Secured Indebtedness under any such cash proceeds of any proposed Incremental FacilityRevolving Facilities and Incremental Term Facilities) with the Financial Performance Covenant as of the end of the most recently ended Test Period, the Consolidated Secured Net Leverage Ratio is less than or equal to 2.75 to 1.00. The Administrative Agent and (C) the Borrower shall determine have delivered a certificate of a Financial Officer to the effective effect set forth in clauses (A) and (B) above, including reasonably detailed calculations demonstrating compliance with clause (B) above, (D) in the case of a Revolving Commitment Increase, the maturity date of such Revolving Commitment Increase shall be the Revolving Maturity Date, such Revolving Commitment Increase shall require no scheduled amortization or mandatory commitment reduction prior to the Revolving Maturity Date and such Revolving Commitment Increase shall be on the same terms (and pursuant to the same documentation) governing the Revolving Commitments pursuant to this Agreement (excluding upfront fees and customary arranger fees), (E) the interest rate margins applicable to any Incremental Revolving Loans shall be determined by the Borrower and the lenders thereunder, and (F) any Incremental Revolving Facility Amendment shall be on the terms and any pursuant to documentation to be determined by the Borrower and the Additional Revolving Lenders with the applicable Incremental Revolving Facilities; provided that to the extent such terms and documentation are not consistent with this Agreement (except to the extent permitted by clauses (D) and (E) above), they shall be reasonably satisfactory to the Administrative Agent. Each Incremental Revolving Facility shall be first made available to all existing Lenders on a pro rata basis. To the extent that the existing Lenders in a timely fashion relative to the Incremental Facility Closing Date (as defined below) decline to issue commitments in respect of such Incremental Facility in the amount requested by the Borrower, the Administrative Agent, in consultation with the Borrower, will use its reasonable best efforts to arrange for other Persons (which Person may be suggested by the Borrower) to become a Lender hereunder and to issue commitments in an aggregate amount equal to the minimum principal amount of $5,000,000 and integral multiples of $1,000,000 in excess thereof unless such amount represents all the remaining availability under the aggregate principal amount of Incremental Facility requested by the Borrower for which the existing Lenders decline to issue commitments (each Person issuing a commitment under an Incremental Facility, an “Additional Lender”), provided, however, that (i) no Lender shall be obligated to provide a commitment in respect of such Incremental Facility as a result of any such request by the Borrower, (ii) any Additional Lender which is not an existing Lender shall be subject to the approval of the Administrative Agent and the Borrower (which approval shall not be unreasonably withheld), and (iii) without the consent of the Administrative Agent, at no time shall the commitment of any Additional Lender in respect of such Incremental Facility be less than $5,000,000. The term loans made under suchRevolving Facilities set forth above.

Incremental Credit Extensions. (a) The Borrower may at any time or from time to time 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 (a) one or more additional tranches of term loans to be made hereunder (each, an the “Incremental FacilityTerm Loans”) or (b) one or more increases in the amount of the Revolving Credit Commitments (each such increase, a “Revolving Commitment Increase”), provided that both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below, no Default or Event of Default shall exist and at the time that any such Incremental Term Loan is made (iand after giving effect thereto) no Default or Event of Default shall exist or would arise therefrom, (ii) exist. Each tranche of Incremental Term Loans and each Incremental Facility Revolving Commitment Increase shall be in an aggregate principal amount that is not less than $10,000,000 25,000,000 (provided that such amount may be less than $10,000,000 25,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence). Notwithstanding anything to the contrary herein, and (iii) the aggregate amount of any the Incremental Facility, when taken together with all Term Loans (other than Specified Incremental Facilities to date, Term Loans) and the Revolving Commitment Increases shall not exceed the sum 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, (Ab) $50,000,000 plus shall not mature earlier than the Latest Maturity Date with respect to the Term Loans and (Bc) shall be treated substantially the same as the Term Loans made on the Closing Date (in each case, including with respect to mandatory and voluntary prepayments), provided that (i) the amount available at terms and conditions applicable to Incremental Term Loans may be materially different from those of the time of incurrence so long as, on a Pro Forma Basis after giving effect Term Loans to the incurrence of all Indebtedness under any extent such Incremental Facility, differences are reasonably acceptable to the Consolidated Secured Net Leverage Ratio is less than or equal to 2.75 to 1.00. The Administrative Agent and (ii) the Borrower shall determine the effective date of such Incremental Facility interest rates and any such Incremental Facility shall be first made available to all existing Lenders on a pro rata basis. To the extent that the existing Lenders in a timely fashion relative amortization schedule applicable to the Incremental Facility Closing Date (as defined below) decline to issue commitments in respect of such Incremental Facility in the amount requested Term Loans shall be determined by the BorrowerBorrower 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 (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, in consultation with the Borrower, will use its reasonable best efforts to arrange for ) or by any other Persons bank or other financial institution (which Person may be suggested by the Borrower) to become a Lender hereunder and to issue commitments in an aggregate amount equal to the amount of the Incremental Facility requested by the Borrower for which the existing Lenders decline to issue commitments (each Person issuing a commitment under an Incremental Facility, any such other bank or other financial institution being called an “Additional Lender”), providedprovided 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, howeveras 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 Parent, Foreign Holdings, 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 (iall 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) no 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 commitment portion of the Revolving Commitment Increase (each a “Revolving Commitment Increase Lender”) in respect of such Incremental Facility as increase, and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed, a result portion of any such request by 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 Borrower, 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 Additional Lender 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 is not an existing Lender prepayment shall be subject to accompanied by accrued interest on the approval of the Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.05. The Administrative Agent and the Borrower (which approval Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not be unreasonably withheld), and (iii) without apply to the consent of transactions effected pursuant to the Administrative Agent, at no time shall the commitment of any Additional Lender in respect of such Incremental Facility be less than $5,000,000. The term loans made under suchimmediately preceding sentence.

Incremental Credit Extensions. (a) The Lux Borrower may at any time or from time and, the Co-Borrower and, to time after the Closing Dateextent applicable, the Canadian Borrower and/or the Irish Borrower, may, by written notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders)) from time to time after the Closing Date, request one or more additional tranches of term loans to be made hereunder (eachIncremental Term A Loan Commitments, an “Incremental Facility”)Term B Loan Commitments and/or Incremental Revolving Commitments, provided that both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below, (i) no Default or Event of Default shall exist or would arise therefrom, (ii) each Incremental Facility 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 amount represents all remaining availability under the limit set forth in the next sentence), and (iii) the aggregate amount of any Incremental Facility, when taken together with all other Incremental Facilities to date, shall not exceed the sum of (A) $50,000,000 plus (B) the amount available at the time of incurrence so long as, on a Pro Forma Basis after giving effect to the incurrence of all Indebtedness under any such Incremental Facility, the Consolidated Secured Net Leverage Ratio is less than or equal to 2.75 to 1.00. The Administrative Agent and the Borrower shall determine the effective date of such Incremental Facility and any such Incremental Facility shall be first made available to all existing Lenders on a pro rata basis. To the extent that the existing Lenders in a timely fashion relative to the Incremental Facility Closing Date (as defined below) decline to issue commitments in respect of such Incremental Facility in the amount requested by the Borrower, the Administrative Agentapplicable, in consultation with the Borrower, will use its reasonable best efforts to arrange for other Persons (which Person may be suggested by the Borrower) to become a Lender hereunder each case denominated in Dollars and to issue commitments in an aggregate amount equal not to exceed (when aggregated with any Incremental Equivalent Debt) the Incremental Amount (or, in the case of Par Acquisition Incremental Commitments and Loans, the Par Incremental Amount) from one or more Incremental Term A Lenders, Incremental Term B Lenders and/or Incremental Revolving Lenders (which, in each case, may include any existing Lender, but shall be required to be Persons which would qualify as assignees of a Lender in accordance with Section 9.04) willing to provide such Incremental Term A Loans, Incremental Term B Loans and/or Incremental Revolving Commitments, as the case may be, in their own discretion. Each notice provided pursuant to this Section 2.20 shall set forth (i) the amount of the Incremental Facility Term A Loan Commitments, Incremental Term B Loan Commitments and/or Incremental Revolving Commitments being requested by the Borrower for (which the existing Lenders decline to issue commitments (each Person issuing a commitment under an Incremental Facility, an “Additional Lender”), provided, however, that (i) no Lender shall be obligated in minimum increments of $10,000,000 and a minimum amount of $25,000,000 or equal to provide a commitment in respect of such the remaining Incremental Facility as a result of any such request by the BorrowerAmount), (ii) any Additional Lender the date on which is not an existing Lender shall be subject such Incremental Term A Loan Commitments, Incremental Term B Loan Commitments and/or Incremental Revolving Commitments are requested to the approval of the Administrative Agent and the Borrower (which approval shall not be unreasonably withheld)become effective, and (iii) without in the consent case of the Administrative AgentIncremental Revolving Commitments, at no time shall the commitment of any Additional Lender in respect of whether such Incremental Facility be less than $5,000,000. The Revolving Commitments are to constitute an increase to the Dollar Tranche Commitments or Multicurrency Tranche Commitments; provided that, where multiple Classes of Revolving Commitments exist with different Maturity Dates, any Incremental Revolving Commitments shall constitute and increase to the Class of Revolving Commitments with the Latest Maturity Date, (iv) in the case of Incremental Term A Loan Commitments, whether such Incremental Term A Loan Commitments are commitments to make term loans made under suchwith the same interest rates, amortization, maturity and other terms as the Class of Term A Loans with the Latest Maturity Date or commitments to make term loans with interest rates and/or amortization and/or maturity and/or other terms different from the Term A Loans (“Other Term A Loans”) and (v) in the case of Incremental Term B Loan Commitments, whether such Incremental Term B Loan Commitments are commitments to make term loans with the same interest rates, amortization, maturity and other terms as the Class of Term B Loans with the Latest Maturity Date or commitments to make term loans with interest rates and/or amortization and/or maturity and/or other terms different from the Term B Loans (“Other Term B Loans”).

Incremental Credit Extensions. (ai) The Borrower Borrowers may at any time or from time to time after the Closing DateEffective Date request one or more increases in the Revolving Credit Commitments (each, a “Revolving Credit Commitment Increase”); provided, however, that (A) the aggregate amount of all Revolving Credit Commitment Increases shall not exceed $500,000,000, (B) the aggregate amount of Revolving Credit Commitments shall not exceed $1,500,000,000 at any time and (C) each Revolving Credit Commitment Increase shall be in an amount not less than $20,000,000. Nothing in this Agreement shall be construed to obligate the Administrative Agent, any other Agent, any Arranger or any Lender to negotiate for (whether or not in good faith), solicit, provide or commit to provide any Revolving Credit Commitment Increase. The Administrative Agent shall promptly notify each Lender of each proposed Revolving Credit Commitment Increase. Each such Lender (and each of their Affiliates and Approved Funds) may, in its sole discretion, commit to participate in such Revolving Credit Commitment Increase by notice forwarding its commitment therefor to the Administrative Agent (whereupon in form and substance satisfactory to the Administrative Agent. The Administrative Agent shall, after consultation with the Parent Borrower, allocate, but in amounts not to exceed for each such Lender the commitment received from such Lender, Affiliate or Approved Fund, the Revolving Credit Commitment Increase commitments to be made as part of such Revolving Credit Commitment Increase to the Lenders from which it has received such written commitments. If the Administrative Agent shall promptly deliver a copy does not receive enough commitments from existing Lenders or their Affiliates or Approved Funds, it may, after consultation with the Parent Borrower, allocate to each Eligible Assignees any excess of the Lenders), request one proposed amount of such Revolving Credit Commitment Increase agreed with the Parent Borrower over the aggregate amounts of the commitments received from existing Lenders or more additional tranches of term loans to be made hereunder their Affiliates or Approved Funds. Each Revolving Credit Commitment Increase shall become effective on a date agreed by the Parent Borrower and the Administrative Agent (each, an “Incremental FacilityCredit Extension Date”), provided that both at which shall be in any case on the time date of any such request satisfaction of the conditions precedent set forth in Section 4.4. The Administrative Agent shall notify the Lenders and upon the Parent Borrower, on or before 1:00 p.m., New York City time, on the Business Day following an Incremental Credit Extension Date of the effectiveness of any Incremental Amendment referred to below, (i) no Default or Event a Revolving Credit Commitment Increase and shall record in the Register all applicable additional information in respect of Default shall exist or would arise therefrom, such Revolving Credit Commitment Increase. (ii) each Incremental Facility 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 amount represents all remaining availability under the limit set forth in the next sentence), and (iii) the aggregate amount of any Incremental Facility, when taken together with all other Incremental Facilities to date, shall not exceed the sum of (A) $50,000,000 plus The commitments under each Revolving Credit Commitment Increase shall be deemed for all purposes part of the Revolving Credit Commitments, (B) each Lender or Eligible Assignee participating in such Revolving Credit Commitment Increase shall become a Lender with respect to the amount available at Revolving Credit Commitments and all matters relating thereto and (C) the time commitments under each Revolving Credit Commitment Increase shall have the same terms and conditions as the Revolving Credit Commitments. On the Incremental Credit Extension Date for any Revolving Credit Commitment Increase, each Lender or Eligible Assignee participating in such Revolving Credit Commitment Increase shall purchase and assume from each existing Lender having Revolving Loans outstanding on such Incremental Credit Extension Date, without recourse or warranty and pursuant to an Assignment and Acceptance, an undivided interest and participation, to the extent of incurrence so long as, on a Pro Forma Basis such Lender’s Ratable Portion of the new Revolving Credit Commitments (after giving effect to such Revolving Credit Commitment Increase), in the incurrence aggregate outstanding Revolving Loans, so as to ensure that, on the Incremental Credit Extension Date after giving effect to such Revolving Credit Commitment Increase, each Revolving Lender is owed only its Ratable Portion of all Indebtedness under any the Revolving Loans on such Incremental FacilityCredit Extension Date. On each Incremental Credit Extension Date, the Consolidated Secured Net Leverage Ratio is less than or equal to 2.75 to 1.00. The Administrative Agent and the Borrower shall determine the effective date of such Incremental Facility and any such Incremental Facility Schedule I hereof shall be first made available to all existing Lenders on a pro rata basis. To the extent that the existing Lenders in a timely fashion relative to the Incremental Facility Closing Date (as defined below) decline to issue commitments in respect of such Incremental Facility in the amount requested amended and restated by the Borrower, the Administrative Agent, in consultation with the Borrower, will use its reasonable best efforts to arrange for other Persons (which Person may be suggested by the Borrower) to become a Lender hereunder and to issue commitments in an aggregate amount equal to the amount of the Incremental Facility requested by the Borrower for which the existing Lenders decline to issue commitments (each Person issuing a commitment under an Incremental Facility, an “Additional Lender”), provided, however, that (i) no Lender shall be obligated to provide a commitment in respect of such Incremental Facility as a result of any such request by the Borrower, (ii) any Additional Lender which is not an existing Lender shall be subject to the approval of the Administrative Agent and the Parent Borrower (which approval shall not be unreasonably withheld), notwithstanding anything in Section 10.1 to the contrary) to set forth all Lenders and (iii) without the consent of the Administrative Agent, at no time shall the commitment of any Additional Lender in respect of their respective Revolving Credit Commitments and Scheduled Maturity Dates after giving effect to such Incremental Facility be less than $5,000,000Revolving Credit Commitment Increase. The term loans made under suchEXHIBIT 10.1 ANNEX A

Incremental Credit Extensions. (a) The Borrower may at At any time or and from time to time 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 deliver a copy make such notice available to each of the Lenders), pursuant to an Incremental Amendment (“Incremental Amendment”) request to effect (i) one or more additional tranches of term loans to be made hereunder or increases in the aggregate amount of the Term B-1 Loans and/or Term B-2 Loans, as applicable, (eacheach such increase, an a “Incremental FacilityTerm Commitment Increase”)) from one or more Additional Term Lenders or (ii) increases in the aggregate amount of the Revolving Credit Commitments (each such increase, a “Revolving Credit Commitment Increase” and together with the Term Commitment Increase, a “Commitment Increase”) from Additional Revolving Lenders; provided that both at the time of any each such request and upon the effectiveness of any each Incremental Amendment referred to belowAmendment, (iA) no Default or Event of Default shall exist have occurred and be continuing or would arise shall result therefrom, (iiB) the maturity date of any term loans or revolving loans incurred pursuant to such Term Commitment Increase or Revolving Credit Commitment Increase, as applicable, shall not be earlier than the Term B-1 Termination Date or the Revolving Credit Termination Date, as applicable, (C) the Weighted Average Life to Maturity of any term loans pursuant to such Term Commitment Increase shall not be less than the remaining Weighted Average Life to Maturity of the Term B-1 Loans; (D) the Borrower shall be in compliance on a Pro Forma Basis with the covenants contained in Section 6.22 recomputed as of the last day of the most recently ended fiscal quarter of the Borrower (and assuming full utilization of the Revolving Credit Commitment), (E) the Borrower shall have delivered to the Administrative Agent a certificate of a financial officer certifying to the effect set forth in subclauses (A), (C) and (D) above, together with reasonably detailed calculations demonstrating compliance with subclause (C) 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 6.1(e), be accompanied by a reasonably detailed calculation of Consolidated EBITDA and Interest Expense for the relevant period), (F) the applicable yield relating to any term loans or revolving loans incurred pursuant to such Term Commitment Increase or Revolving Credit Commitment Increase (each facility thereunder, the “Incremental Facility”), as applicable, shall not be greater than that with respect to the existing Term B-1 Facility, Term B-2 Facility or existing Revolving Facility, as applicable, plus 0.50% per annum unless the yield applicable to the existing Term B-1 Facility, Term B-2 Facility or existing Revolving Facility, as applicable, is increased so that the yield applicable to the applicable Incremental Facility does not exceed the yield applicable to the existing Term B-1 Facility, Term B-2 Facility or existing Revolving Facility, as applicable, by more than 0.50% per annum; provided that in determining the yield applicable to the existing Term B-1 Facility, Term B-2 Facility or existing Revolving Facility, as applicable, and the applicable Incremental Facility, (x) original issue discount (“OID”) or upfront fees or other payments or any duration, ticking or similar fee (which shall be deemed to constitute like amounts of OID) payable by the Borrower to the Term B-1 Lenders, Term B-2 Lenders or Revolving Lenders, as applicable, or the applicable Incremental Facility in the primary syndication thereof shall be included (with OID being equated to interest based on an assumed four-year life to maturity or, if less, the remaining life to maturity of the applicable Incremental Facility), (y) customary arrangement or commitment fees payable to the Joint Lead Arrangers (or its affiliates in connection with the existing Term B-1 Facility, Term B-2 Facility or existing Revolving Facility, as applicable, or to one or more arrangers (or their affiliates) of the applicable Incremental Facility shall be excluded and (z) if the eurodollar rate in respect of such Incremental Facility includes a floor greater than any floor applicable to the analogous existing Facility under the definition of “Adjusted LIBOR,” such increased amount shall be equated to interest margin for purposes of determining any increase to the applicable yield under the analogous Facility, (G) the revolving loans incurred pursuant to such Revolving Credit Commitment Increase will mature no earlier than, and will require no scheduled amortization or mandatory commitment reduction prior to, the Revolving Credit Termination Date and all other terms of any such Incremental Facility (except as set forth in the foregoing clauses) shall be substantially identical to the Revolving Facility or otherwise reasonably acceptable to the Administrative Agent, (H) to the extent the terms of any term loans incurred pursuant to a Term Commitment Increase are different from the terms applicable to the Term B-1 Facility or the Term B-2 Facility (except to the extent permitted by the foregoing clauses), such terms shall be reasonably satisfactory to the Administrative Agent, (I) all fees or other payments owing pursuant to Section 10.13 in respect of such increase to the Administrative Agent and the Lenders shall have been paid, and (J) each of the representations and warranties set forth herein and in the other Loan Documents shall be true and correct in all material respects (or all respects to the extent otherwise qualified by a materiality threshold) as of such date, except to the extent the same expressly relate to an earlier date. Notwithstanding anything to contrary herein, the sum of (i) the aggregate principal amount of all Commitment Increases and (ii) the aggregate principal amount of all Commitment Increases (as defined under the Second Lien Loan Agreement) under the Second Lien Loan Agreement shall not exceed $350,000,000 (plus, in the case of a Revolving Credit Commitment Increase that is not less than serves to effectively extend the maturity of the Revolving Facility, an amount equal to the reduction in the Revolving Facility to be replaced by a Revolving Credit Commitment Increase). Each Term Commitment Increase shall be in a minimum principal amount of $10,000,000 (50,000,000 and integral multiples of $1,000,000 in excess thereof; provided that such amount may be less than $10,000,000 50,000,000 if such amount represents all the remaining availability under the limit aggregate principal amount of Commitment Increases set forth in the next sentence), and (iii) the aggregate amount of any Incremental Facility, when taken together with all other Incremental Facilities to date, shall not exceed the sum of (A) $50,000,000 plus (B) the amount available at the time of incurrence so long as, on a Pro Forma Basis after giving effect to the incurrence of all Indebtedness under any such Incremental Facility, the Consolidated Secured Net Leverage Ratio is less than or equal to 2.75 to 1.00. The Administrative Agent and the Borrower shall determine the effective date of such Incremental Facility and any such Incremental Facility shall be first made available to all existing Lenders on a pro rata basis. To the extent that the existing Lenders in a timely fashion relative to the Incremental Facility Closing Date (as defined below) decline to issue commitments in respect of such Incremental Facility in the amount requested by the Borrower, the Administrative Agent, in consultation with the Borrower, will use its reasonable best efforts to arrange for other Persons (which Person may be suggested by the Borrower) to become a Lender hereunder and to issue commitments in an aggregate amount equal to the amount of the Incremental Facility requested by the Borrower for which the existing Lenders decline to issue commitments (each Person issuing a commitment under an Incremental Facility, an “Additional Lender”), provided, however, that (i) no Lender shall be obligated to provide a commitment in respect of such Incremental Facility as a result of any such request by the Borrower, (ii) any Additional Lender which is not an existing Lender shall be subject to the approval of the Administrative Agent and the Borrower (which approval shall not be unreasonably withheld), and (iii) without the consent of the Administrative Agent, at no time shall the commitment of any Additional Lender in respect of such Incremental Facility be less than $5,000,000. The term loans made under suchabove.

Incremental Credit Extensions. (ai) The Borrower may at any time or from time to time after the Closing DateDate request one or more increases in the Revolving Credit Commitments (each, a “Revolving Credit Commitment Increase”); provided, however, that (A) the aggregate amount of all Revolving Credit Commitment Increases shall not exceed $200,000,000 and (B) each Revolving Credit Commitment Increase shall be in an amount not less than $20,000,000. Nothing in this Agreement shall be construed to obligate the Administrative Agent, any other Agent, any Arranger or any Lender to negotiate for (whether or not in good faith), solicit, provide or commit to provide any Revolving Credit Commitment Increase. The Administrative Agent shall promptly notify each Lender of each proposed Revolving Credit Commitment Increase. Each such Lender (and each of their Affiliates and Approved Funds) may, in its sole discretion, commit to participate in such Revolving Credit Commitment Increase by notice forwarding its commitment therefor to the Administrative Agent (whereupon in form and substance satisfactory to the Administrative Agent. The Administrative Agent shall, after consultation with the Borrower, allocate, but in amounts not to exceed for each such Lender the commitment received from such Lender, Affiliate or Approved Fund, the Revolving Credit Commitment Increase commitments to be made as part of such Revolving Credit Commitment Increase to the Lenders from which it has received such written commitments. If the Administrative Agent shall promptly deliver a copy does not receive enough commitments from existing Lenders or their Affiliates or Approved Funds, it may, after consultation with the Borrower, allocate to each Eligible Assignees any excess of the Lenders), request one proposed amount of such Revolving Credit Commitment Increase agreed with the Borrower over the aggregate amounts of the commitments received from existing Lenders or more additional tranches of term loans to be made hereunder their Affiliates or Approved Funds. Each Revolving Credit Commitment Increase shall become effective on a date agreed by the Borrower and the Administrative Agent (each, an “Incremental FacilityCredit Extension Date”), provided that both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below, (i) no Default or Event of Default shall exist or would arise therefrom, (ii) each Incremental Facility which 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 amount represents all remaining availability under any case on or after the limit date of satisfaction of the conditions precedent set forth in the next sentence), and (iii) the aggregate amount of any Incremental Facility, when taken together with all other Incremental Facilities to date, shall not exceed the sum of (A) $50,000,000 plus (B) the amount available at the time of incurrence so long as, on a Pro Forma Basis after giving effect to the incurrence of all Indebtedness under any such Incremental Facility, the Consolidated Secured Net Leverage Ratio is less than or equal to 2.75 to 1.00Section 4.4. The Administrative Agent shall notify the Lenders and the Borrower shall determine the effective date of such Incremental Facility and any such Incremental Facility shall be first made available to all existing Lenders on a pro rata basis. To the extent that the existing Lenders in a timely fashion relative to the Incremental Facility Closing Date (as defined below) decline to issue commitments in respect of such Incremental Facility in the amount requested by the Borrower, the Administrative Agent, in consultation with the Borrower, will use its reasonable best efforts to arrange for other Persons (which Person may be suggested by the Borrower) to become a Lender hereunder and to issue commitments in an aggregate amount equal to the amount of the Incremental Facility requested by the Borrower for which the existing Lenders decline to issue commitments (each Person issuing a commitment under an Incremental Facility, an “Additional Lender”), provided, however, that (i) no Lender shall be obligated to provide a commitment in respect of such Incremental Facility as a result of any such request by the Borrower, (ii) any Additional Lender which is not an existing Lender shall be subject to the approval of the Administrative Agent and the Borrower (which approval shall not be unreasonably withheld), and (iii) without the consent of the Administrative Agent, at no time shall the commitment of any Additional Lender in respect of such Incremental Facility be less than $5,000,000. The term loans made under suchon or before

Incremental Credit Extensions. (a) The Borrower may at any time or from time to time after the Closing Datemay, by written notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders)) from time to time after the Effective Date, request one or more additional tranches of term loans to be made hereunder (eachIncremental Term A Loan Commitments, an “Incremental Facility”)Term B Loan Commitments and/or Incremental Revolving Commitments, provided that both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to belowas applicable, (i) no Default or Event of Default shall exist or would arise therefrom, (ii) each Incremental Facility 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 amount represents all remaining availability under the limit set forth in the next sentence), and (iii) the aggregate amount of any Incremental Facility, when taken together with all other Incremental Facilities to date, shall not exceed the sum of (A) $50,000,000 plus (B) the amount available at the time of incurrence so long as, on a Pro Forma Basis after giving effect to the incurrence of all Indebtedness under any such Incremental Facility, the Consolidated Secured Net Leverage Ratio is less than or equal to 2.75 to 1.00. The Administrative Agent and the Borrower shall determine the effective date of such Incremental Facility and any such Incremental Facility shall be first made available to all existing Lenders on a pro rata basis. To the extent that the existing Lenders in a timely fashion relative to the Incremental Facility Closing Date (as defined below) decline to issue commitments in respect of such Incremental Facility in the amount requested by the Borrower, the Administrative Agent, in consultation with the Borrower, will use its reasonable best efforts to arrange for other Persons (which Person may be suggested by the Borrower) to become a Lender hereunder and to issue commitments in an aggregate amount equal not to exceed the Incremental Amount from one or more Incremental Term A Lenders, Incremental Term B Lenders and/or Incremental Revolving Lenders (which, in each case, may include any existing Lender) willing to provide such Incremental Term A Loans, Incremental Term B Loans and/or Incremental Revolving Commitments, as the case may be, in their own discretion. Such notice shall set forth (i) the amount of the Incremental Facility Term A Loan Commitments, Incremental Term B Loan Commitments and/or Incremental Revolving Commitments being requested by the Borrower for (which the existing Lenders decline to issue commitments (each Person issuing a commitment under an Incremental Facility, an “Additional Lender”), provided, however, that (i) no Lender shall be obligated in minimum increments of $10,000,000 and a minimum amount of $25,000,000 or equal to provide a commitment in respect of such the remaining Incremental Facility as a result of any such request by the BorrowerAmount), (ii) any Additional Lender the date on which is not an existing Lender shall such Incremental Term A Loan Commitments, Incremental Term B Loan Commitments and/or Incremental Revolving Commitments are requested to become effective (the “Increased Amount Date”), (iii) in the case of Incremental Revolving Commitments, whether such Incremental Revolving Commitments are to be subject Dollar Tranche Commitments or Multicurrency Tranche Commitments, (iv) in the case of Incremental Term A Loan Commitments, whether such Incremental Term A Loan Commitments are to be Term A Loan Commitments or commitments to make term loans with interest rates and/or amortization and/or maturity and/or other terms different from the approval of the Administrative Agent and the Borrower Term A Loans (which approval shall not be unreasonably withheld“Other Term A Loans”), and (iiiv) without in the consent case of the Administrative AgentIncremental Term B Loan Commitments, at no time shall the commitment of any Additional Lender in respect of whether such Incremental Facility Term B Loan Commitments are to be less than $5,000,000. The Term B Loan Commitments or commitments to make term loans made under suchwith interest rates and/or amortization and/or maturity and/or other terms different from the Term B Loans (“Other Term B Loans”),

Incremental Credit Extensions. (a) The Borrower may at any time or from time to time 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 additional tranches increases in the amount of term loans the Commitments to be made hereunder available to the Borrower (eacheach such increase, an a “Incremental FacilityCommitment Increase”), ; provided that both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below, (i) no Default or Event of Default shall exist or would arise therefrom, (ii) each Incremental Facility and the Borrower shall be in an aggregate principal amount that is not less than $10,000,000 compliance with the covenants set forth in Section 6.10 determined on a pro forma basis as of the last day of the most recently ended Test Period as if the Commitments, after giving effect to such Commitment Increase, had been fully drawn on the last day of the applicable Test Period (provided assuming for such purpose that such covenants applied as of the end of such Test Period, whether or not such last day of such Test Period is prior to the first date that any such covenant is otherwise tested pursuant to the terms of Section 6.10). Notwithstanding anything to the contrary herein, the aggregate amount of Commitments hereunder including all then available Commitment Increases shall not exceed $500,000,000. Each Commitment Increase shall be on the same terms as the Commitments in effect immediately prior to such Commitment Increase. Each notice from the Borrower pursuant to this Section 2.11 shall set forth the requested amount of the relevant Commitment Increase and such notice may be less than $10,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence)Incremental Amendment. Commitment Increases may be provided by any existing Lender or a new Lender in each case in their sole discretion; provided that each of the Administrative Agent and the applicable Issuing Banks shall have consented (not to be unreasonably withheld or delayed) to any Lender providing such Commitment Increase, in each case, if such consent would be required under Section 9.6(c) for an assignment of Loans or Commitments, as applicable, to such Lender. Commitments in respect of Commitment Increases shall become Commitments (or in the case of a Commitment Increase to be provided by an existing Lender that already has such a Commitment, an increase in such Lender’s Commitment) under this Agreement and shall be effected pursuant to an amendment (iiian “Incremental Amendment”) to this Agreement and, as appropriate, the aggregate amount other Loan Documents, executed by the Borrower, each Lender agreeing to provide such Commitment Increase 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 2.11. In connection with each Incremental FacilityAmendment, when taken together with all other Incremental Facilities to date, Schedule 1.1A shall not exceed the sum of (A) $50,000,000 plus (B) the amount available at the time of incurrence so long as, on a Pro Forma Basis be amended such that after giving effect to the incurrence Commitment Increase the LC Commitments are pro rata amongst the Lenders. The LC Commitments of an Issuing Bank may be reduced without its consent to accomplish the foregoing. For the avoidance of doubt any new Lender taking a Commitment Increase shall become an Issuing Bank. While not required to be solely in this form it is anticipated that any Incremental Amendment shall be accomplished simply by an amendment amending Schedule 1.1A. No Lender shall be obligated to provide any Commitment Increases, unless it so agrees in its sole discretion. Upon each increase in the Commitments pursuant to this Section 2.11, 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 Commitment Increase (each, a “Commitment Increase Lender”), and each such Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of such Xxxxxx’s participations hereunder in outstanding 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 Letters of Credit held by each Lender (including each such Commitment Increase Lender) will equal the percentage of the aggregate Commitments of all Indebtedness under Lenders represented by such Xxxxxx’s Commitment and (b) if, on the date of such increase, there are any Loans outstanding, such Incremental FacilityLoans shall on the date of effectiveness of such Commitment Increase be prepaid from the proceeds of additional Loans made hereunder (after reflecting such increase in Commitments), which prepayment shall be accompanied by accrued interest on the Consolidated Secured Net Leverage Ratio is less than or equal to 2.75 to 1.00Loans being prepaid and any costs incurred by any prepaid Lender in accordance with Section 2.15. The Administrative Agent and the Borrower shall determine the effective date of such Incremental Facility and any such Incremental Facility shall be first made available to all existing Lenders on a pro rata basis. To the extent hereby agree that the existing Lenders minimum borrowing requirements contained elsewhere in a timely fashion relative this Agreement shall not apply to the Incremental Facility Closing Date (as defined below) decline transactions effected pursuant to issue commitments this Section 2.11. This Section 2.11 shall supersede any provisions in respect of such Incremental Facility in the amount requested by the Borrower, the Administrative Agent, in consultation with the Borrower, will use its reasonable best efforts to arrange for other Persons (which Person may be suggested by the Borrower) to become a Lender hereunder and to issue commitments in an aggregate amount equal Section 2.14 or 9.1 to the amount of the Incremental Facility requested by the Borrower for which the existing Lenders decline to issue commitments (each Person issuing a commitment under an Incremental Facility, an “Additional Lender”), provided, however, that (i) no Lender shall be obligated to provide a commitment in respect of such Incremental Facility as a result of any such request by the Borrower, (ii) any Additional Lender which is not an existing Lender shall be subject to the approval of the Administrative Agent and the Borrower (which approval shall not be unreasonably withheld), and (iii) without the consent of the Administrative Agent, at no time shall the commitment of any Additional Lender in respect of such Incremental Facility be less than $5,000,000. The term loans made under suchcontrary.

Incremental Credit Extensions. (a) The Parent Borrower may at any time or from time to time 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 additional tranches increases in the amount of term loans to be made hereunder the Revolving Credit Commitments (eacheach such increase, an a “Incremental FacilityRevolving Commitment Increase”), ; provided that both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below, (i) no Default or Event of Default shall exist or would arise therefrom, (ii) each Incremental Facility exist. Each Revolving Commitment Increase 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 amount represents all remaining availability under the limit set forth in the next sentence). Notwithstanding anything to the contrary herein, and (iii) the aggregate amount of any Incremental Facility, when taken together with all other Incremental Facilities to date, the Revolving Commitment Increases shall not exceed the sum of $100,000,000 (A) $50,000,000 plus (B) the amount available at the time of incurrence so long as, on a Pro Forma Basis after giving effect to the incurrence of all Indebtedness under any such Incremental Facilityamount, the Consolidated Secured Net Leverage Ratio is less than or equal “Incremental Amount”). Each notice from the Parent Borrower pursuant to 2.75 this Section shall set forth the requested amount of the relevant Revolving Commitment Increases. Revolving Commitment Increases may be provided by any existing Lender (it being understood that no existing Revolving Credit Lender will have an obligation to 1.00. The Administrative Agent provide a portion of any Revolving Commitment Increase), in each case on terms permitted in this Section 2.14 and the Borrower shall determine the effective date of such Incremental Facility and any such Incremental Facility shall be first made available otherwise on terms reasonably acceptable to all existing Lenders on a pro rata basis. To the extent that the existing Lenders in a timely fashion relative to the Incremental Facility Closing Date (as defined below) decline to issue commitments in respect of such Incremental Facility in the amount requested by the Borrower, the Administrative Agent, in consultation with the Borrower, will use its reasonable best efforts to arrange for or by any other Persons lender (which Person may be suggested by the Borrower) to become a Lender hereunder and to issue commitments in an aggregate amount equal to the amount of the Incremental Facility requested by the Borrower for which the existing Lenders decline to issue commitments (each Person issuing a commitment under an Incremental Facility, any such other lender being called an “Additional Lender”), providedprovided that the Administrative Agent, howeverthe Swing Line Lender and each L/C Issuer shall have consented (each 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, that (i) no as applicable, to such Lender shall be obligated to provide a commitment 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 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 Parent Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. Any Revolving Commitment Increase shall be on the same terms (including, without limitation, with respect to pricing) and treated the same as the existing Facility as a result (including, without limitation, with respect to maturity date thereof) and shall be considered to be part of the Facility, provided that the upfront fees applicable to any Revolving Commitment Increases shall be determined by the Parent Borrower and the lenders thereof. The Incremental Amendment may, without the consent of any other Lenders or Loan Parties, effect such request by amendments to this Agreement and the Borrowerother Loan Documents as may be necessary or appropriate, (ii) any Additional Lender which is not an existing Lender shall be subject to in the approval 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 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 Revolving Commitment Increases for any purpose not prohibited by this Agreement. Upon each increase in (which approval shall not A) the Revolving Credit Commitments pursuant to this Section 2.14, (x) each Revolving Credit Lender immediately prior to such increase will automatically and without further act be unreasonably withhelddeemed to have assigned to each Lender providing a portion of the Revolving Commitment Increase (each a “Revolving Commitment Increase Lender”), and (iii) 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 consent percentage of the Administrative Agentaggregate 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 (y) if, at no time on the date of such increase, there are any Revolving Credit Loans outstanding, such Revolving Credit Loans shall on or prior to the commitment 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 Additional costs incurred by any Lender in respect of such Incremental Facility be less than $5,000,000accordance with Section 3.05. The term loans made under suchAdministrative 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 Borrower may Agent may, at any time or from time time, deliver a written request to time 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 additional tranches of term loans ) to be made hereunder (each, an “Incremental Facility”), provided that both at increase the time of any such request and upon the effectiveness of any Incremental Amendment referred to below, (i) no Default or Event of Default shall exist or would arise therefrom, (ii) each Incremental Facility shall be Aggregate Commitments in an aggregate principal amount of up to $125,000,000, specifying the amount requested (each such increase, a “Commitment Increase”); provided that is (i) such request shall be for an increase of not less than $10,000,000 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 in the next sentence), and (iiiii) the aggregate amount of except as otherwise specifically agreed by any Incremental Facility, when taken together with all other Incremental Facilities to date, shall not exceed the sum of (A) $50,000,000 plus (B) the amount available at the time of incurrence so long as, on a Pro Forma Basis after giving effect Lender prior to the incurrence of all Indebtedness under any such Incremental Facilitydate hereof, or separately agreed from time to time between the Consolidated Secured Net Leverage Ratio is less than or equal to 2.75 to 1.00. The Administrative Borrower Agent and the Borrower shall determine the effective date of such Incremental Facility and any such Incremental Facility shall be first made available to all existing Lenders on a pro rata basis. To the extent that the existing Lenders in a timely fashion relative to the Incremental Facility Closing Date (as defined below) decline to issue commitments in respect of such Incremental Facility in the amount requested by the BorrowerLender, the Administrative Agent, in consultation with the Borrower, will use its reasonable best efforts to arrange for other Persons (which Person may be suggested by the Borrower) to become a Lender hereunder and to issue commitments in an aggregate amount equal to the amount of the Incremental Facility requested by the Borrower for which the existing Lenders decline to issue commitments (each Person issuing a commitment under an Incremental Facility, an “Additional Lender”), provided, however, that (i) no Lender shall be obligated to provide such increase in its Commitment and the determination to increase the Commitment of a commitment in respect of such Incremental Facility as a result of any such request by the Borrower, (ii) any Additional Lender which is not an existing Lender shall be subject to within the sole and absolute discretion of such Lender, (iii) no Commitment Increase shall require the approval of any existing Lender other than the existing Lender (if any) providing all or part of such increase, (iv) such Commitment Increase will be on terms identical to those applicable to the Credit Facility or otherwise reasonably acceptable to the Administrative Agent (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 Borrower (which approval shall lenders providing such Commitment Increase; provided that such interest rate will not be unreasonably withheldhigher than the corresponding interest rate applicable to the existing Credit Facility unless the interest rate margin with respect to the existing Credit 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 Credit Facility or to one or more arrangers (or their affiliates) in their capacities as such applicable to such Commitment Increase shall be excluded and (iiiz) without if such Commitment Increase includes any interest rate floor greater than that applicable to the consent Credit Facility, and such floor is applicable to the Credit Facility on the date of determination, such excess amount shall be equated to interest margin for determining the Administrative Agent, at no time shall the commitment of any Additional Lender in respect of such Incremental Facility be less than $5,000,000. The term loans made under suchincrease.

Incremental Credit Extensions. (ai) The Borrower Borrowers may at any time or from time to time after the Closing DateEffective Date request one or more increases in the Revolving Credit Commitments (each, a “Revolving Credit Commitment Increase”); provided, however, that (A) the aggregate amount of all Revolving Credit Commitment Increases shall not exceed $300,000,000, (B) the aggregate amount of Revolving Credit Commitments shall not exceed $1,300,0000,000 at any time and (C) each Revolving Credit Commitment Increase shall be in an amount not less than $20,000,000. Nothing in this Agreement shall be construed to obligate the Administrative Agent, any other Agent, any Arranger or any Lender to negotiate for (whether or not in good faith), solicit, provide or commit to provide any Revolving Credit Commitment Increase. The Administrative Agent shall promptly notify each Lender of each proposed Revolving Credit Commitment Increase. Each such Lender (and each of their Affiliates and Approved Funds) may, in its sole discretion, commit to participate in such Revolving Credit Commitment Increase by notice forwarding its commitment therefor to the Administrative Agent (whereupon in form and substance satisfactory to the Administrative Agent. The Administrative Agent shall, after consultation with the Parent Borrower, allocate, but in amounts not to exceed for each such Lender the commitment received from such Lender, Affiliate or Approved Fund, the Revolving Credit Commitment Increase commitments to be made as part of such Revolving Credit Commitment Increase to the Lenders from which it has received such written commitments. If the Administrative Agent shall promptly deliver a copy does not receive enough commitments from existing Lenders or their Affiliates or Approved Funds, it may, after consultation with the Parent Borrower, allocate to each Eligible Assignees any excess of the Lenders), request one proposed amount of such Revolving Credit Commitment Increase agreed with the Parent Borrower over the aggregate amounts of the commitments received from existing Lenders or more additional tranches of term loans to be made hereunder their Affiliates or Approved Funds. Each Revolving Credit Commitment Increase shall become effective on a date agreed by the Parent Borrower and the Administrative Agent (each, an “Incremental FacilityCredit Extension Date”), provided that both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below, (i) no Default or Event of Default shall exist or would arise therefrom, (ii) each Incremental Facility which 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 amount represents all remaining availability under any case on or after the limit date of satisfaction of the conditions precedent set forth in the next sentence), and (iii) the aggregate amount of any Incremental Facility, when taken together with all other Incremental Facilities to date, shall not exceed the sum of (A) $50,000,000 plus (B) the amount available at the time of incurrence so long as, on a Pro Forma Basis after giving effect to the incurrence of all Indebtedness under any such Incremental Facility, the Consolidated Secured Net Leverage Ratio is less than or equal to 2.75 to 1.00Section 4.4. The Administrative Agent shall notify the Lenders and the Borrower Parent Borrower, on or before 1:00 p.m., New York City time, on the Business Day following an Incremental Credit Extension Date of the effectiveness of a Revolving Credit Commitment Increase and shall determine record in the effective date of such Incremental Facility and any such Incremental Facility shall be first made available to Register all existing Lenders on a pro rata basis. To the extent that the existing Lenders in a timely fashion relative to the Incremental Facility Closing Date (as defined below) decline to issue commitments applicable additional information in respect of such Incremental Facility in the amount requested by the Borrower, the Administrative Agent, in consultation with the Borrower, will use its reasonable best efforts to arrange for other Persons (which Person may be suggested by the Borrower) to become a Lender hereunder and to issue commitments in an aggregate amount equal to the amount of the Incremental Facility requested by the Borrower for which the existing Lenders decline to issue commitments (each Person issuing a commitment under an Incremental Facility, an “Additional Lender”), provided, however, that (i) no Lender shall be obligated to provide a commitment in respect of such Incremental Facility as a result of any such request by the Borrower, (ii) any Additional Lender which is not an existing Lender shall be subject to the approval of the Administrative Agent and the Borrower (which approval shall not be unreasonably withheld), and (iii) without the consent of the Administrative Agent, at no time shall the commitment of any Additional Lender in respect of such Incremental Facility be less than $5,000,000. The term loans made under suchRevolving Credit Commitment Increase.

Incremental Credit Extensions. (aa)(i) The Borrower may at At any time or and from time to time after the Closing Effective 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 deliver a copy make available to each of the Lenders), request to effect one or more additional revolving credit facility tranches of term loans to be made hereunder (each, an “Incremental FacilityRevolving Loans”)) or increases in the aggregate amount of the Revolving Commitments (each such increase, a “Revolving Commitment Increase”; together with the Incremental Revolving Loans, “Incremental Revolving Facilities”) from Additional Revolving Lenders; provided that both at the time of any each such request and upon the effectiveness of any each Incremental Amendment referred to belowRevolving Facility Amendment, (iA) no Default or Event of Default shall exist have occurred and be continuing or would arise 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 fiscal quarter of the Borrower, (C) the Borrower shall have delivered a certificate of a Financial Officer to the effect set forth in clauses (A) and (B) 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(c), respectively, be accompanied by a reasonably detailed calculation of Consolidated EBITDA and Consolidated Cash Interest Expense for the relevant period), (D) in the case of a Revolving Commitment Increase, the maturity date of such Revolving Commitment Increase shall be the Revolving Maturity Date, such Revolving Commitment Increase shall require no scheduled amortization or mandatory commitment reduction prior to the Revolving Maturity Date and such Revolving Commitment Increase shall be on the same terms governing the Revolving Commitments pursuant to this Agreement, (E) the interest rate margins and maturity applicable to any Incremental Revolving Loans 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 with the applicable Incremental Revolving Facilities and (G) any Incremental Revolving Loan may be provided in any currency as mutually agreed among the Administrative Agent, the Borrower and the Additional Revolving Lenders; provided that 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 or Swingline Lender shall be required to act as “issuing bank” or “swingline lender” under any such Incremental Revolving Facility without its written consent. Notwithstanding anything to contrary herein, the sum of (i) the aggregate principal amount of the Incremental Revolving Facilities, (ii) each the aggregate principal amount of all Term Commitment Increases incurred after the Effective Date and (iii) the aggregate principal amount of all Additional Notes issued after the Effective Date pursuant to Section 6.01(a)(xxiii) shall not exceed the sum of (x) $150,000,000 and (y) if on a Pro Forma Basis, the First Lien Leverage Ratio is less than or equal to 4.00 to 1.00 (provided that for purposes of calculating the First Lien Leverage Ratio any Revolving Commitment Increase shall be assumed to be fully drawn), up to an additional $150,000,000 (the “Incremental Cap”). Each Incremental Revolving Facility shall be in an aggregate a minimum principal amount that is not less than of $10,000,000 (and integral multiples of $1,000,000 in excess thereof; provided that such amount may be less than $10,000,000 if such amount represents all the remaining availability under the limit aggregate principal amount of Incremental Revolving Facilities set forth in the next sentence), and (iii) the aggregate amount of any Incremental Facility, when taken together with all other Incremental Facilities to date, shall not exceed the sum of (A) $50,000,000 plus (B) the amount available at the time of incurrence so long as, on a Pro Forma Basis after giving effect to the incurrence of all Indebtedness under any such Incremental Facility, the Consolidated Secured Net Leverage Ratio is less than or equal to 2.75 to 1.00. The Administrative Agent and the Borrower shall determine the effective date of such Incremental Facility and any such Incremental Facility shall be first made available to all existing Lenders on a pro rata basis. To the extent that the existing Lenders in a timely fashion relative to the Incremental Facility Closing Date (as defined below) decline to issue commitments in respect of such Incremental Facility in the amount requested by the Borrower, the Administrative Agent, in consultation with the Borrower, will use its reasonable best efforts to arrange for other Persons (which Person may be suggested by the Borrower) to become a Lender hereunder and to issue commitments in an aggregate amount equal to the amount of the Incremental Facility requested by the Borrower for which the existing Lenders decline to issue commitments (each Person issuing a commitment under an Incremental Facility, an “Additional Lender”), provided, however, that (i) no Lender shall be obligated to provide a commitment in respect of such Incremental Facility as a result of any such request by the Borrower, (ii) any Additional Lender which is not an existing Lender shall be subject to the approval of the Administrative Agent and the Borrower (which approval shall not be unreasonably withheld), and (iii) without the consent of the Administrative Agent, at no time shall the commitment of any Additional Lender in respect of such Incremental Facility be less than $5,000,000. The term loans made under suchabove.

Incremental Credit Extensions. (a) The Borrower may Subject to the terms and conditions set forth in this Section 2.16, at any time or and from time to time after the Closing DateInitial Second Amendment Effective Date (i) the Borrower shall have the right, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), to request an increase of the aggregate then outstanding Revolving Loan Commitments on the same terms and conditions, including the Applicable Margin and other pricing matters (except that any commitment, arrangement, upfront or similar fees may be agreed to among the Borrower, the existing Lenders increasing their Revolving Commitments and any Additional Lenders without the consent of any other party to this Agreement) as the then-existing Revolving Loan Commitments (a “Revolving Commitment Increase”) and/or (ii) the Borrower shall have the right, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), to request the establishment of one or more additional tranches of new term loans (the “Incremental Term Loans”), in a maximum aggregate principal amount for all such Revolving Commitment Increases and Incremental Term Loans not to be made hereunder exceed the sum of $500,000,000 plus the amount of Commitments and/or Loans of non-consenting Lenders replaced pursuant to a Incremental Amendment within 30 days after any termination of their Commitments and/or repayment of their Loans under Section 14.12(b) (each, any such Revolving Commitment Increase and/or tranche of Incremental Term Loans hereinafter referred to as an “Uncommitted Incremental Facility”), provided that (i) each such request of the Borrower for a Revolving Commitment Increase shall be deemed to be an offer to each Lender (other than a Defaulting Lender) to increase its Revolving Loan Commitment by its RL Percentage of the proposed increased amount, (ii) each Lender, in its sole discretion, may either (A), within 10 Business Days of the date of such request, agree to increase its Revolving Loan Commitment by all or a portion of the offered amount or (B) decline to increase its Revolving Loan Commitment; provided that, to the extent an existing Lender does not agree to increase its Revolving Loan Commitment, such non-allocated increase may be provided by Additional Lenders as set forth in clause (c) below and/or the other existing Lenders in a manner determined by the Borrower, in consultation with the Administrative Agent, (iii) both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below, no Default or Event of Default shall exist or result therefrom and at the time that any such Incremental Term Loan is made (iand after giving effect thereto) no Default or Event of Default shall exist or would arise result therefrom, (iiiv) each Incremental Facility 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 amount represents all remaining availability under the limit set forth in the next sentence), and (iii) the aggregate amount of any Incremental Facility, when taken together with all other Incremental Facilities to date, shall not exceed the sum of (A) $50,000,000 plus (B) the amount available both at the time of incurrence so long as, on a Pro Forma Basis after giving effect to the incurrence of all Indebtedness under any such request and upon the effectiveness of any Incremental FacilityAmendment referred to below, all of the Consolidated Secured Net Leverage Ratio is less than or equal to 2.75 to 1.00. The Administrative Agent representations and the Borrower warranties of each Credit Party set forth in Section 9 and in each other Credit Document shall determine the effective date be true and correct in all material respects as of such Incremental Facility time (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) any representation or warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects on such date), (v) any such Uncommitted Incremental Facility shall be first made available to all existing Lenders on a pro rata basis. To benefit from the extent that the existing Lenders in a timely fashion relative guaranties provided pursuant to the Guaranties, shall be secured by the same Collateral securing the Obligations, shall rank pari passu in right of payment with the Obligations, and shall rank pari passu in right of security with the Obligations and (vi) prior to or substantially concurrently with the effectiveness of any Incremental Facility Closing Date Amendment, (as defined below1) decline to issue commitments in respect of such Incremental Facility in the amount requested by the Borrower, the Administrative Agent, the applicable Lenders, if any, and the applicable Additional Lenders (as defined below), if any, shall have executed and delivered such Incremental Amendment, (2) Holdings shall have delivered to the Administrative Agent an officer’s certificate (accompanied to the extent applicable by calculations in consultation reasonable detail) executed by a Responsible Officer of Holdings certifying that (I) the relevant Uncommitted Incremental Facility (and the Indebtedness thereunder) may be incurred in compliance with Holdings’ and its Subsidiaries’ material Indebtedness and (II) after giving effect to any incurrence of Indebtedness under the relevant Uncommitted Incremental Facility, Holdings is in compliance with each of the covenants set forth in Sections 11.11 and 11.12, in each case, determined on a Pro Forma Basis as of the last day of the Test Period most recently ended for which financial statements have been (or were required to be) furnished to the Administrative Agent pursuant to Section 10.01(a) or (b), as the case may be, (3) the Administrative Agent shall have received a legal opinion or legal opinions from counsel to the Borrower and all other documentation reasonably requested by it in connection with the Borrower, will use its reasonable best efforts to arrange for other Persons (which Person may be suggested by the Borrower) to become a Lender hereunder and to issue commitments in an aggregate amount equal to the amount of the relevant Uncommitted Incremental Facility which shall be reasonably satisfactory to it, (4) the Borrower shall take all actions reasonably requested by the Administrative Agent with respect to the Collateral covered by the Security Documents, including without limitation, the Mortgages as a result of such increase and (5) the Borrower for which shall have paid such fees and other compensation to the existing Additional Lenders decline providing Revolving Commitment Increases or Incremental Term Loans and to issue commitments (each Person issuing a commitment under an the Administrative Agent as the Borrower and such Additional Lenders and Administrative Agent shall agree. Each tranche of Incremental Facility, an “Term Loans shall have terms and conditions as mutually agreed by the Borrower and such Additional Lender”), Lenders; provided, however, that (i) no Lender if the “effective yield” per annum applicable to a given tranche of Incremental Term Loans (which, for such purposes only, shall be obligated deemed to provide a commitment in respect take account of any interest rate benchmark floors, recurring fees and all upfront or similar fees or original issue discount (amortized over the shorter of (x) the weighted average life of such loans and (y) four years) payable to all Lenders providing such Incremental Facility as a result Term Loans but exclusive of any arrangement, structuring or other fees payable in connection therewith that are not shared with all Lenders providing such request Incremental Term Loans) determined as of the initial funding date for such Incremental Term Loans exceeds the “effective yield” per annum then applicable to any Loans or any other tranche of Incremental Term Loans (determined on the same basis as provided in the preceding parenthetical, with the comparative determination to be made in the reasonable judgment of the Administrative Agent consistent with generally accepted financial practice) by more than (I), in the case of Incremental Term Loans constituting A Term Loans, 0.25% or (II), in the case of Incremental Term Loans constituting B Term Loans, 0.75% (in each case, the amount of such excess being the “Yield Differential”), the Applicable Margin for such existing Loans (including, for the avoidance of doubt, Revolving Loans) subject to a Yield Differential shall automatically be increased by the BorrowerYield Differential effective upon the making of the applicable Incremental Term Loans, (ii) any Additional Lender which is not an existing Lender the final stated maturity date for a given tranche of Incremental Term Loans shall be subject to the approval of same as or later than the Administrative Agent and the Borrower (which approval shall not be unreasonably withheld), latest Maturity Date hereunder and (iii) without the consent of the Administrative Agent, at no time shall the commitment of any Additional Lender in respect Weighted Average Life to Maturity of such Incremental Facility Term Loans shall not be less shorter than $5,000,000. The term loans made under suchthe Weighted Average Life to Maturity applicable to the then outstanding Term Loans, if any.

Incremental Credit Extensions. (a) The Borrower may at any time or from time to time after the Closing Effective Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders)Agent, request one or more additional tranches of term loans to be made hereunder (the “Incremental Term Loans”) or one or more increases in the Revolving Credit Commitments (each, an a “Incremental FacilityRevolving Credit Facility Increase”), provided that both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below, (i) no Default or Event of Default shall exist or would arise therefrom, (ii) each Incremental Facility 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 amount represents all remaining availability under the limit set forth in the next sentence), and (iii) the aggregate amount of any Incremental Facility, when taken together with all other Incremental Facilities to date, shall not exceed the sum of (A) $50,000,000 plus (B) the amount available at the time of incurrence so long as, on a Pro Forma Basis after giving effect to the incurrence of all Indebtedness under any such Incremental Facility, the Consolidated Secured Net Leverage Ratio is less than or equal to 2.75 to 1.00. The Administrative Agent and the Borrower shall determine the effective date of such Incremental Facility and any such Incremental Facility shall be first made available to all existing Lenders on a pro rata basis. To the extent that the existing Lenders in a timely fashion relative to the Incremental Facility Closing Date (as defined below) decline to issue commitments in respect of such Incremental Facility in the amount requested by the Borrower, the Administrative Agent, in consultation with the Borrower, will use its reasonable best efforts to arrange for other Persons (which Person may be suggested by the Borrower) to become a Lender hereunder and to issue commitments in an aggregate amount equal to the amount of the Incremental Facility requested by the Borrower for which the existing Lenders decline to issue commitments (each Person issuing a commitment under an Incremental Facility, an “Additional Lender”), ; provided, however, that (i) the aggregate amount of all Incremental Term Loans and Revolving Credit Facility Increases shall not exceed $1,000,000,000, (ii) no Lender Incremental Term Loans shall be obligated requested later than one year prior to the Maturity Date with respect to the Term Loans, (iii) no Revolving Credit Facility Increase shall be requested later than one year prior to the Maturity Date with respect to the Revolving Credit Facility, (iv) each Incremental Term Loan and Revolving Credit Facility Increase shall be in an amount not less than $25,000,000 and (v) no more than two Incremental Term Loans and Revolving Credit Facility Increases may be requested in the aggregate in any calendar year. The Incremental Term Loans (A) shall rank pari passu in right of payment with the Revolving Credit Loans and the Term Loans, (B) shall not have a final maturity earlier than the Maturity Date with respect to the Term Loans, (C) shall have pricing (including fees, interest and original issue discount) that does not exceed the pricing for the Term Loans, and (D) except for any differences permitted hereby, the Incremental Term Loans shall have the same terms and conditions as the Term Loans. Nothing in this Agreement shall be construed to obligate the Administrative Agent, the Arrangers or any Agent or Lender to negotiate for (whether or not in good faith), solicit, provide or consent to any Incremental Term Loans or any Revolving Credit Facility Increase. The Administrative Agent shall promptly notify each Lender of each proposed Incremental Term Loan and Revolving Credit Facility Increase and of the proposed terms and conditions therefor agreed between the Borrower and the Administrative Agent. Each such Lender (and each of their Affiliates and Approved Funds) may, in its sole discretion, commit to participate in such Incremental Term Loans and Revolving Credit Facility Increases by forwarding its commitment therefor to the Administrative Agent in form and substance satisfactory to the Administrative Agent. The Administrative Agent shall allocate, in its sole discretion but in amounts not to exceed for each such Lender the commitment received from such Lender, Affiliate or Approved Fund, the Incremental Term Loan commitments or Revolving Credit Facility Increase commitments to be made as part of such Incremental Term Loans or Revolving Credit Facility Increase, respectively, to the Lenders from which it has received such written commitments. If the Administrative Agent does not receive enough commitments from existing Lenders or their Affiliates or Approved Funds, it may, after consultation with the Borrower, allocate to Eligible Assignees any excess of the proposed amount of such Incremental Term Loans or Revolving Credit Facility Increase agreed with the Borrower over the aggregate amounts of the commitments received from existing Lenders or their Affiliates or Approved Funds. Each Incremental Term Loan and Revolving Credit Facility Increase shall become effective on a commitment date agreed by the Borrower and the Administrative Agent (each, a “Commitment Increase Date”), which shall be in any case on or after the date of satisfaction of the conditions precedent set forth in Section 4.03. The Administrative Agent shall notify the Lenders and the Borrower, on or before 1:00 p.m., New York City time, on the day following a Commitment Increase Date of the effectiveness of an Incremental Term Loan or Revolving Credit Facility Increase, as applicable, and shall record in the Register all applicable additional information in respect of such Incremental Term Loans or Revolving Credit Facility as a result of Increase. On the Commitment Increase Date for any Revolving Credit Facility Increase, each Lender or Eligible Assignee participating in such request by the Borrower, (ii) any Additional Lender which is not an Revolving Credit Facility Increase shall be deemed to purchase and assume from each existing Lender shall be subject having Revolving Credit Loans and participations in Letters of Credit and Swingline Loans outstanding on such Commitment Increase Date, without recourse or warranty, an undivided interest and participation, to the approval extent of such Lender’s Applicable Percentage of the Administrative Agent and the Borrower new Revolving Credit Commitments (which approval shall not be unreasonably withheldafter giving effect to such Revolving Credit Facility Increase), in the aggregate outstanding Revolving Credit Loans and (iii) without participations in Letters of Credit and Swingline Loans, so as to ensure that, on the consent Commitment Increase Date after giving effect to such Revolving Credit Facility Increase, each Lender is owed only its Applicable Percentage of the Administrative Agent, at no time shall the commitment Revolving Credit Loans and participations in Letters of any Additional Lender in respect of Credit and Swingline Loans outstanding on such Incremental Facility be less than $5,000,000. The term loans made under suchCommitment Increase Date.

Incremental Credit Extensions. (ai) The Borrower may at any time or from time to time after the Closing DateDate request one or more increases in the Revolving Credit Commitments (each, a “Revolving Credit Commitment Increase”); provided, however, that (A) the aggregate amount of all Revolving Credit Commitment Increases shall not exceed $200,000,000 and (B) each Revolving Credit Commitment Increase shall be in an amount not less than $20,000,000. Nothing in this Agreement shall be construed to obligate the Administrative Agent, any other Agent, any Arranger or any Lender to negotiate for (whether or not in good faith), solicit, provide or commit to provide any Revolving Credit Commitment Increase. The Administrative Agent shall promptly notify each Lender of each proposed Revolving Credit Commitment Increase. Each such Lender (and each of their Affiliates and Approved Funds) may, in its sole discretion, commit to participate in such Revolving Credit Commitment Increase by notice forwarding its commitment therefor to the Administrative Agent (whereupon in form and substance satisfactory to the Administrative Agent. The Administrative Agent shall, after consultation with the Borrower, allocate, but in amounts not to exceed for each such Lender the commitment received from such Lender, Affiliate or Approved Fund, the Revolving Credit Commitment Increase commitments to be made as part of such Revolving Credit Commitment Increase to the Lenders from which it has received such written commitments. If the Administrative Agent shall promptly deliver a copy does not receive enough commitments from existing Lenders or their Affiliates or Approved Funds, it may, after consultation with the Borrower, allocate to each Eligible Assignees any excess of the Lenders), request one proposed amount of such Revolving Credit Commitment Increase agreed with the Borrower over the aggregate amounts of the commitments received from existing Lenders or more additional tranches of term loans to be made hereunder their Affiliates or Approved Funds. Each Revolving Credit Commitment Increase shall become effective on a date agreed by the Borrower and the Administrative Agent (each, an “Incremental FacilityCredit Extension Date”), provided that both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below, (i) no Default or Event of Default shall exist or would arise therefrom, (ii) each Incremental Facility which 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 amount represents all remaining availability under any case on or after the limit date of satisfaction of the conditions precedent set forth in the next sentence), and (iii) the aggregate amount of any Incremental Facility, when taken together with all other Incremental Facilities to date, shall not exceed the sum of (A) $50,000,000 plus (B) the amount available at the time of incurrence so long as, on a Pro Forma Basis after giving effect to the incurrence of all Indebtedness under any such Incremental Facility, the Consolidated Secured Net Leverage Ratio is less than or equal to 2.75 to 1.00Section 4.4. The Administrative Agent shall notify the Lenders and the Borrower Borrower, on or before 1:00 p.m., New York City time, on the Business Day following an Incremental Credit Extension Date of the effectiveness of a Revolving Credit Commitment Increase and shall determine record in the effective date of such Incremental Facility and any such Incremental Facility shall be first made available to Register all existing Lenders on a pro rata basis. To the extent that the existing Lenders in a timely fashion relative to the Incremental Facility Closing Date (as defined below) decline to issue commitments applicable additional information in respect of such Incremental Facility in the amount requested by the Borrower, the Administrative Agent, in consultation with the Borrower, will use its reasonable best efforts to arrange for other Persons (which Person may be suggested by the Borrower) to become a Lender hereunder and to issue commitments in an aggregate amount equal to the amount of the Incremental Facility requested by the Borrower for which the existing Lenders decline to issue commitments (each Person issuing a commitment under an Incremental Facility, an “Additional Lender”), provided, however, that (i) no Lender shall be obligated to provide a commitment in respect of such Incremental Facility as a result of any such request by the Borrower, (ii) any Additional Lender which is not an existing Lender shall be subject to the approval of the Administrative Agent and the Borrower (which approval shall not be unreasonably withheld), and (iii) without the consent of the Administrative Agent, at no time shall the commitment of any Additional Lender in respect of such Incremental Facility be less than $5,000,000. The term loans made under suchRevolving Credit Commitment Increase.

Incremental Credit Extensions. (a) The Lux Borrower may at any time or from time to time after and the Closing DateCo-Borrower may, by written notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders)) from time to time after the Closing Date, request one or more additional tranches of term loans to be made hereunder (eachIncremental Term A Loan Commitments, an “Incremental Facility”)Term B Loan Commitments and/or Incremental Revolving Commitments, provided that both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below, (i) no Default or Event of Default shall exist or would arise therefrom, (ii) each Incremental Facility 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 amount represents all remaining availability under the limit set forth in the next sentence), and (iii) the aggregate amount of any Incremental Facility, when taken together with all other Incremental Facilities to date, shall not exceed the sum of (A) $50,000,000 plus (B) the amount available at the time of incurrence so long as, on a Pro Forma Basis after giving effect to the incurrence of all Indebtedness under any such Incremental Facility, the Consolidated Secured Net Leverage Ratio is less than or equal to 2.75 to 1.00. The Administrative Agent and the Borrower shall determine the effective date of such Incremental Facility and any such Incremental Facility shall be first made available to all existing Lenders on a pro rata basis. To the extent that the existing Lenders in a timely fashion relative to the Incremental Facility Closing Date (as defined below) decline to issue commitments in respect of such Incremental Facility in the amount requested by the Borrower, the Administrative Agentapplicable, in consultation with the Borrower, will use its reasonable best efforts to arrange for other Persons (which Person may be suggested by the Borrower) to become a Lender hereunder each case denominated in Dollars and to issue commitments in an aggregate amount equal not to exceed (when aggregated with any Incremental Equivalent Debt) the Incremental Amount from one or more Incremental Term A Lenders, Incremental Term B Lenders and/or Incremental Revolving Lenders (which, in each case, may include any existing Lender, but shall be required to be Persons which would qualify as assignees of a Lender in accordance with Section 9.04) willing to provide such Incremental Term A Loans, Incremental Term B Loans and/or Incremental Revolving Commitments, as the case may be, in their own discretion. Each notice provided pursuant to this Section 2.20 shall set forth (i) the amount of the Incremental Facility Term A Loan Commitments, Incremental Term B Loan Commitments and/or Incremental Revolving Commitments being requested by the Borrower for (which the existing Lenders decline to issue commitments (each Person issuing a commitment under an Incremental Facility, an “Additional Lender”), provided, however, that (i) no Lender shall be obligated in minimum increments of $10,000,000 and a minimum amount of $25,000,000 or equal to provide a commitment in respect of such the remaining Incremental Facility as a result of any such request by the BorrowerAmount), (ii) any Additional Lender the date on which is not an existing Lender shall be subject such Incremental Term A Loan Commitments, Incremental Term B Loan Commitments and/or Incremental Revolving Commitments are requested to the approval of the Administrative Agent and the Borrower (which approval shall not be unreasonably withheld)become effective, and (iii) without in the consent case of the Administrative AgentIncremental Revolving Commitments, at no time shall the commitment of any Additional Lender in respect of whether such Incremental Facility be less than $5,000,000. The Revolving Commitments are to constitute an increase to the Dollar Tranche Commitments or Multicurrency Tranche Commitments; provided that, where multiple Classes of Revolving Commitments exist with different Maturity Dates, any Incremental Revolving Commitments shall constitute and increase to the Class of Revolving Commitments with the Latest Maturity Date, (iv) in the case of Incremental Term A Loan Commitments, whether such Incremental Term A Loan Commitments are commitments to make term loans made under suchwith the same interest rates, amortization, maturity and other terms as the Class of Term A Loans with the Latest Maturity Date or commitments to make term loans with interest rates and/or amortization and/or maturity and/or other terms different from the Term A Loans (“Other Term A Loans”) and (v) in the case of Incremental Term B Loan Commitments, whether such Incremental Term B Loan Commitments are commitments to make term loans with the same interest rates, amortization, maturity and other terms as the Class of Term B Loans with the Latest Maturity Date or commitments to make term loans with interest rates and/or amortization and/or maturity and/or other terms different from the Term B Loans (“Other Term B Loans”).

Incremental Credit Extensions. (a) The Borrower may at any time or from time to time after the Closing Third Restatement Effective 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 tranches of term loans to be made hereunder (each, an the “Incremental FacilityTerm Loans”) or (ii) one or more increases in the amount of the Revolving Credit Commitments (each such increase, a “Revolving Commitment Increase”), provided that both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below, no Default or Event of Default shall exist and at the time that any such Incremental Term Loan is made (iand after giving effect thereto) no Default or Event of Default shall exist or would arise therefrom, (ii) exist. Each tranche of Incremental Term Loans and each Incremental Facility Revolving Commitment Increase shall be in an aggregate principal amount that is not less than $10,000,000 25,000,000 (provided that such amount may be less than $10,000,000 25,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence). Notwithstanding anything to the contrary herein, and (iii) the aggregate amount of any the Incremental Facility, when taken together with all Term Loans (other than Specified Incremental Facilities to date, Term Loans) and the Revolving Commitment Increases shall not exceed the sum of Incremental Availability. The Incremental Term Loans (A) $50,000,000 plus 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 amount available Latest Maturity Date with respect to the Term Loans and (C) shall be treated substantially the same as the Term Loans made on the Third Restatement Effective Date (in each case, including with respect to mandatory and voluntary prepayments), provided that (x) 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, (y) the interest rates and amortization schedule applicable to the Incremental Term Loans shall be determined by the Borrower and the lenders thereof and (z) if the Weighted Average Yield applicable to such Incremental Term Loans exceeds by more than 0.50% per annum the Weighted Average Yield applicable to any Class of Term Loans outstanding at the time of incurrence so long as, on a Pro Forma Basis after giving effect to the incurrence of all Indebtedness under any such Incremental FacilityTerm Loans (the amount of such excess over 0.50% per annum, the Consolidated Secured Net Leverage Ratio is less than or equal “Yield Differential”), then the Applicable Rate with respect to 2.75 to 1.00. The Administrative Agent and such Class of Term Loans shall automatically be increased by the Borrower shall determine Yield Differential upon the effective date making of such Incremental Facility Term 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 or Revolving Commitment Increases. Incremental Term Loans may be made, and Revolving Commitment Increases may be provided, by any such existing Lender (and each existing Term Lender will have the right, but not an obligation, to make a portion of any Incremental Facility shall be first made available Term Loan, and each existing Revolving Credit Lender will have the right, but not an obligation, to all existing Lenders provide a portion of any Revolving Commitment Increase, in each case on a pro rata basis. To the extent that the existing Lenders terms permitted in a timely fashion relative this Section 2.14 and otherwise on terms reasonably acceptable to the Incremental Facility Closing Date (as defined below) decline to issue commitments in respect of such Incremental Facility in the amount requested by the Borrower, the Administrative Agent, in consultation with the Borrower, will use its reasonable best efforts to arrange for ) or by any other Persons bank or other financial institution (which Person may be suggested by the Borrower) to become a Lender hereunder and to issue commitments in an aggregate amount equal to the amount of the Incremental Facility requested by the Borrower for which the existing Lenders decline to issue commitments (each Person issuing a commitment under an Incremental Facility, any such other bank or other financial institution being called an “Additional Lender”), providedprovided that the Borrower and 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, howeveras 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 Parent, Foreign Holdings, 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(a) and (b) (it being understood that (iall 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) no 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 commitment portion of the Revolving Commitment Increase (each a “Revolving Commitment Increase Lender”) in respect of such Incremental Facility as increase, and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed, a result 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 (1) participations hereunder in Letters of Credit and (2) 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 if, on the date of such increase, there are any Revolving Credit Loans outstanding, such request by Revolving Credit Loans shall on or prior to the Borrowereffectiveness of such Revolving Commitment Increase be prepaid from the proceeds of additional Revolving Credit Loans made hereunder (reflecting such increase in Revolving Credit Commitments), (ii) any Additional Lender which is not an existing Lender prepayment shall be subject to accompanied by accrued interest on the approval of the Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.05. The Administrative Agent and the Borrower (which approval Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not be unreasonably withheld), and (iii) without apply to the consent of transactions effected pursuant to the Administrative Agent, at no time shall the commitment of any Additional Lender in respect of such Incremental Facility be less than $5,000,000. The term loans made under suchimmediately preceding sentence.

Incremental Credit Extensions. (a) The Borrower may at any time or from time to time after the Closing DateEffective Date and during the Availability Period, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders)Agent, request one or more additional tranches of term loans to be made hereunder increases in the Revolving Credit Commitments (each, an a “Incremental FacilityRevolving Credit Facility Increase”), provided that both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below, (i) no Default or Event of Default shall exist or would arise therefrom, (ii) each Incremental Facility 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 amount represents all remaining availability under the limit set forth in the next sentence), and (iii) the aggregate amount of any Incremental Facility, when taken together with all other Incremental Facilities to date, shall not exceed the sum of (A) $50,000,000 plus (B) the amount available at the time of incurrence so long as, on a Pro Forma Basis after giving effect to the incurrence of all Indebtedness under any such Incremental Facility, the Consolidated Secured Net Leverage Ratio is less than or equal to 2.75 to 1.00. The Administrative Agent and the Borrower shall determine the effective date of such Incremental Facility and any such Incremental Facility shall be first made available to all existing Lenders on a pro rata basis. To the extent that the existing Lenders in a timely fashion relative to the Incremental Facility Closing Date (as defined below) decline to issue commitments in respect of such Incremental Facility in the amount requested by the Borrower, the Administrative Agent, in consultation with the Borrower, will use its reasonable best efforts to arrange for other Persons (which Person may be suggested by the Borrower) to become a Lender hereunder and to issue commitments in an aggregate amount equal to the amount of the Incremental Facility requested by the Borrower for which the existing Lenders decline to issue commitments (each Person issuing a commitment under an Incremental Facility, an “Additional Lender”), ; provided, however, that (i) no Lender the aggregate amount of all Revolving Credit Facility Increases shall be obligated to provide a commitment in respect of such Incremental Facility as a result of any such request by the Borrowernot exceed $500,000,000, (ii) any Additional Lender which is not an existing Lender each Revolving Credit Facility Increase shall be in an amount not less than $25,000,000 and (ii) no more than two Revolving Credit Facility Increases may be requested in the aggregate. Nothing in this Agreement shall be construed to obligate the Administrative Agent, the Arrangers or any Agent or Lender to negotiate for (whether or not in good faith), solicit, provide or consent to any Revolving Credit Facility Increase. The Administrative Agent shall promptly notify each Lender of each proposed Revolving Credit Facility Increase and of the proposed terms and conditions therefor agreed between the Borrower and the Administrative Agent. Each such Lender (and each of their Affiliates and Approved Funds, subject to the approval of the Administrative Agent and the Borrower (which Agent, such approval shall not to be unreasonably withheld), conditioned or delayed) may, in its sole discretion, commit to participate in such Revolving Credit Facility Increases by forwarding its commitment therefor to the Administrative Agent in form and (iii) without the consent of substance satisfactory to the Administrative Agent. The Administrative Agent shall allocate, at no time shall in its sole discretion but in amounts not to exceed for each such Lender the commitment received from such Lender, Affiliate or Approved Fund, the Revolving Credit Facility Increase commitments to be made as part of such Revolving Credit Facility Increase to the Lenders from which it has received such written commitments. If the Administrative Agent does not receive enough commitments from existing Lenders or their Affiliates or Approved Funds, it may, after consultation with the Borrower, allocate to Eligible Assignees any Additional Lender excess of the proposed amount of such Revolving Credit Facility Increase agreed with the Borrower over the aggregate amounts of the commitments received from existing Lenders or their Affiliates or Approved Funds. Each Revolving Credit Facility Increase shall become effective on a date agreed by the Borrower and the Administrative Agent (each, a “Commitment Increase Date”), which shall be in any case on or after the date of satisfaction of the conditions precedent set forth in Section 4.03. The Administrative Agent shall notify the Lenders and the Borrower, on or before 1:00 p.m., New York City time, on the day following a Commitment Increase Date of the effectiveness of a Revolving Credit Facility Increase, as applicable, and shall record in the Register all applicable additional information in respect of such Incremental Revolving Credit Facility Increase. On the Commitment Increase Date, each Lender or Eligible Assignee participating in such Revolving Credit Facility Increase shall be less than $5,000,000. The term loans made under suchdeemed to purchase and assume from each existing Lender having Revolving Credit Loans and participations in Letters of Credit and Swingline Loans outstanding on such Commitment Increase Date, without recourse or warranty, an undivided interest and participation, to the extent of such Lender’s Applicable Percentage of the new Revolving Credit Commitments (after giving effect to such Revolving Credit Facility Increase), in the aggregate outstanding Revolving Credit Loans and participations in Letters of Credit and Swingline Loans, so as to ensure that, on the Commitment Increase Date after giving effect to such Revolving Credit Facility Increase, each Lender is owed only its Applicable Percentage of the Revolving Credit Loans and participations in Letters of Credit and Swingline Loans outstanding on such Commitment Increase Date.

Incremental Credit Extensions. (a) The Borrower may may, at any time or from time to time after the Closing Datetime, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request on one or more additional occasions pursuant to an Incremental Facility Amendment add one or more new tranches of term facilities and/or increase the principal amount of the Loans of any existing Class by requesting new term loans commitments to be made hereunder provide such Loans (eachany such new tranche or increase, an “Incremental Facility” and any loans made pursuant to an Incremental Facility, “Incremental Loans”)) as may be agreed between the Borrower and the lenders providing the applicable Incremental Facility, provided that both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below, (i) no Default or Event of Default shall exist or would arise therefrom, (ii) each Incremental Facility shall be in an aggregate principal amount that is in Dollars not to exceed (x) $150,000,000 (the “Fixed Incremental Amount”) 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 in the next sentence), and (iiii) the aggregate principal amount of all Incremental Equivalent Debt incurred or issued in reliance on the Fixed Incremental Amount (or any Replacement Loans incurred or issued pursuant to Section 9.02(c) in reliance on the Fixed Incremental Amount) and (ii) the aggregate principal amount of “Incremental Loans” and “Incremental Equivalent Debt” (each as defined in the First Lien Credit Agreement or any equivalent term under any documentation governing any First Lien Facility) incurred or issued in reliance on the “Fixed Incremental Amount” (as defined in the First Lien Credit Agreement or any equivalent term under any other documentation governing any First Lien Facility) or any “Replacement Term Loans or “Replacement Revolving Facilities” (each as defined in the First Lien Credit Agreement or any equivalent term under any documentation governing any First Lien Facility) incurred or issued pursuant to Section 9.02(c) of the First Lien Credit Agreement (or any similar provision under any documentation governing any First Lien Facility) in reliance on the “Fixed Incremental Amount” (as defined in the First Lien Credit Agreement or any equivalent term under any other documentation governing any First Lien Facility), plus (y) (i) in the case of any Incremental Facility that effectively extends the Maturity Date with respect to any Class of Loans hereunder, an amount equal to the portion of the relevant Class of such Loans that will be replaced by such Incremental Facility and (ii) the amount of any Incremental Facilityvoluntary prepayment of any Loans; provided that, when taken together in the case of clause (y)(ii), the relevant prepayment is not funded or effected with all any long term indebtedness (other Incremental Facilities to datethan revolving indebtedness), shall not exceed the sum of (A) $50,000,000 plus (Bz) the an unlimited amount available at the time of incurrence so long as, in the case of this clause (z), after giving effect to such Incremental Facility, (i) in the case of any Incremental Facility that is secured by a Lien on the Collateral, the Senior Secured Lien Leverage Ratio calculated on a Pro Forma Basis after giving effect to the incurrence of all Indebtedness under any such Incremental Facility, the Consolidated Secured Net Leverage Ratio is less than or equal to 2.75 to 1.00. The Administrative Agent and the Borrower shall determine the effective date of such Incremental Facility and any such Incremental Facility shall be first made available to all existing Lenders on a pro rata basis. To the extent that the existing Lenders in a timely fashion relative to the Incremental Facility Closing Date (as defined below) decline to issue commitments in respect of such Incremental Facility in the amount requested by the Borrower, the Administrative Agent, in consultation with the Borrower, will use its reasonable best efforts to arrange for other Persons (which Person may be suggested by the Borrower) to become a Lender hereunder and to issue commitments in an aggregate amount equal to the amount of the Incremental Facility requested by last day of the Borrower most recently ended Test Period for which the existing Lenders decline financial statements have been delivered pursuant to issue commitments Section 5.01(a) or (each Person issuing a commitment under an Incremental Facility, an “Additional Lender”b), providedas applicable, however, that (i) no Lender shall be obligated to provide a commitment in respect of such Incremental Facility as a result of any such request by the Borrower, would not exceed 4.50:1.00 and (ii) in the case of any Additional Lender which Incremental Facility that is not an existing Lender shall be subject to unsecured, the approval Total Leverage Ratio calculated on a Pro Forma Basis as of the Administrative Agent and last day of the Borrower most recently ended Test Period for which financial statements have been delivered pursuant to Section 5.01(a) or (b), as applicable, would not exceed 4.75:1.00 (it being understood that for purposes of clause (z) of this Section 2.21(a), (A) if the proceeds of the relevant Incremental Facility will be applied to finance an acquisition or other Investments permitted under this Agreement, compliance with the Senior Secured Leverage Ratio or the Total Leverage Ratio, as applicable, will be determined as of the date of the execution of the definitive agreement with respect thereto for the most recently ended Test Period for which approval shall not be unreasonably withheldfinancial statements have been delivered pursuant to Section 5.01(a) or (b), as applicable, and (iiiB) without the consent Cash proceeds of the Administrative Agent, at no time shall the commitment of any Additional Lender in respect of such relevant Incremental Facility or Incremental Equivalent Debt shall be less than $5,000,000. The term loans made under suchexcluded in calculating the Unrestricted Cash Amount used in determining the Senior Secured Leverage Ratio or the Total Leverage Ratio, as applicable) (the amounts described in clauses (x) and (z) above, the “Incremental Cap”); provided that:

Incremental Credit Extensions. (a) The Parent Borrower may at any time or from time to time after the A&R Closing Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (a) one or more additional tranches increases in the amount of term loans to be made hereunder the Revolving Credit Commitments (eacheach such increase, an a “Incremental FacilityRevolving Commitment Increase”), ; provided that both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below, (i) no Default or Event of Default shall exist or would arise therefrom, (ii) each Incremental Facility exist. Each Revolving Commitment Increase shall be in an aggregate principal amount that is not less than an amount of $10,000,000 100,000,000 (provided that such amount may be less than an amount of $10,000,000 100,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence). Notwithstanding anything to the contrary herein, and (iii) the aggregate amount of any Incremental Facility, when taken together with all other Incremental Facilities to date, the Revolving Commitment Increases shall not exceed the sum of $750,000,000 (A) $50,000,000 plus (B) the amount available at the time of incurrence so long as, on a Pro Forma Basis after giving effect to the incurrence of all Indebtedness under any such Incremental Facilityamount, the Consolidated Secured Net Leverage Ratio is less than or equal “Incremental Amount”). Each notice from the Parent Borrower pursuant to 2.75 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 Revolving Credit Lender will have an obligation to 1.00. The Administrative Agent provide a portion of any Revolving Commitment Increase), in each case on terms permitted in this Section 2.14 and the Borrower shall determine the effective date of such Incremental Facility and any such Incremental Facility shall be first made available otherwise on terms reasonably acceptable to all existing Lenders on a pro rata basis. To the extent that the existing Lenders in a timely fashion relative to the Incremental Facility Closing Date (as defined below) decline to issue commitments in respect of such Incremental Facility in the amount requested by the Borrower, the Administrative Agent, in consultation with the Borrower, will use its reasonable best efforts to arrange for or by any other Persons lender (which Person may be suggested by the Borrower) to become a Lender hereunder and to issue commitments in an aggregate amount equal to the amount of the Incremental Facility requested by the Borrower for which the existing Lenders decline to issue commitments (each Person issuing a commitment under an Incremental Facility, any such other lender being called an “Additional Lender”), providedprovided 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, howeveras applicable, that (i) no to such Lender shall be obligated to provide a commitment 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 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 Parent Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. Any Revolving Commitment Increase shall be on the same terms (including, without limitation, with respect to pricing) and treated the same as the existing Facility as a result (including, without limitation, with respect to maturity date thereof) and shall be considered to be part of the Facility, provided that the upfront fees applicable to any Revolving Commitment Increases shall be determined by the Parent Borrower and the lenders thereof. The Incremental Amendment may, without the consent of any other Lenders or Loan Parties, effect such request by amendments to this Agreement and the Borrowerother Loan Documents as may be necessary or appropriate, (ii) any Additional Lender which is not an existing Lender shall be subject to in the approval 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 of each of the conditions set forth in Section 4.03 (it being understood that all references to “the date of such Credit Extension” or similar language in such Section 4.03 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 Revolving Commitment Increases for any purpose not prohibited by this Agreement; provided that to the extent the proceeds of Revolving Commitment Increases are being used to refinance Retained Existing Notes, such refinancing occurs no earlier than the final maturity date of such Retained Existing Notes. Upon each increase in (which approval shall not A) the Revolving Credit Commitments pursuant to this Section 2.14, (x) each Revolving Credit Lender immediately prior to such increase will automatically and without further act be unreasonably withhelddeemed to have assigned to each Lender providing a portion of the Revolving Commitment Increase (each a “Revolving Commitment Increase Lender”), and (iii) 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 consent percentage of the Administrative Agentaggregate 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 (y) if, at no time on the date of such increase, there are any Revolving Credit Loans outstanding, such Revolving Credit Loans shall on or prior to the commitment 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 Additional costs incurred by any Lender in respect of such Incremental Facility be less than $5,000,000accordance with Section 3.05. The term loans made under suchAdministrative 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 Borrower may at any time or from time to time after the Closing Datemay, by written notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders)) from time to time after the Restatement Effective Date, request one or more additional tranches of term loans to be made hereunder (eachIncremental Term A Loan Commitments, an “Incremental Facility”)Term B Loan Commitments and/or Incremental Revolving Commitments, provided that both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to belowas applicable, (i) no Default or Event of Default shall exist or would arise therefrom, (ii) each Incremental Facility 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 amount represents all remaining availability under the limit set forth in the next sentence), and (iii) the aggregate amount of any Incremental Facility, when taken together with all other Incremental Facilities to date, shall not exceed the sum of (A) $50,000,000 plus (B) the amount available at the time of incurrence so long as, on a Pro Forma Basis after giving effect to the incurrence of all Indebtedness under any such Incremental Facility, the Consolidated Secured Net Leverage Ratio is less than or equal to 2.75 to 1.00. The Administrative Agent and the Borrower shall determine the effective date of such Incremental Facility and any such Incremental Facility shall be first made available to all existing Lenders on a pro rata basis. To the extent that the existing Lenders in a timely fashion relative to the Incremental Facility Closing Date (as defined below) decline to issue commitments in respect of such Incremental Facility in the amount requested by the Borrower, the Administrative Agent, in consultation with the Borrower, will use its reasonable best efforts to arrange for other Persons (which Person may be suggested by the Borrower) to become a Lender hereunder and to issue commitments in an aggregate amount equal not to exceed the Incremental Amount from one or more Incremental Term A Lenders, Incremental Term B Lenders and/or Incremental Revolving Lenders (which, in each case, may include any existing Lender) willing to provide such Incremental Term A Loans, Incremental Term B Loans and/or Incremental Revolving Commitments, as the case may be, in their own discretion. Each notice provided pursuant to this Section 2.20 shall set forth (i) the amount of the Incremental Facility Term A Loan Commitments, Incremental Term B Loan Commitments and/or Incremental Revolving Commitments being requested by the Borrower for (which the existing Lenders decline to issue commitments (each Person issuing a commitment under an Incremental Facility, an “Additional Lender”), provided, however, that (i) no Lender shall be obligated in minimum increments of $10,000,000 and a minimum amount of $25,000,000 or equal to provide a commitment in respect of such the remaining Incremental Facility as a result of any such request by the BorrowerAmount), (ii) any Additional Lender the date on which is not an existing Lender shall such Incremental Term A Loan Commitments, Incremental Term B Loan Commitments and/or Incremental Revolving Commitments are requested to become effective (the “Increased Amount Date”), (iii) in the case of Incremental Revolving Commitments, whether such Incremental Revolving Commitments are to be subject such Class of Dollar Tranche Commitments or Multicurrency Tranche Commitments, in each case with the Latest Maturity, (iv) in the case of Incremental Term A Loan Commitments, whether such Incremental Term A Loan Commitments are commitments to make term loans with the approval same interest rates, amortization, maturity and other terms as such Class of Term A Loans with the Administrative Agent and Latest Maturity or commitments to make term loans with interest rates and/or amortization and/or maturity and/or other terms different from such Class of Term A Loans with the Borrower Latest Maturity (which approval shall not be unreasonably withheld“Other Term A Loans”), and (iiiv) without in the consent case of the Administrative AgentIncremental Term B Loan Commitments, at no time shall the commitment of any Additional Lender in respect of whether such Incremental Facility be less than $5,000,000. The Term B Loan Commitments are commitments to make term loans made under suchwith the same interest rates, amortization, maturity and other terms as the Term B Loans or commitments to make term loans with interest rates and/or amortization and/or maturity and/or other terms different from the Term B Loans (“Other Term B Loans”).

Incremental Credit Extensions. (a) The Borrower may at At any time or and from time to time after the Closing Effective 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 deliver a copy make such notice available to each of the Lenders), request to effect one or more additional tranches increases in the aggregate amount of term loans to be made hereunder the Revolving Commitments (eacheach such increase, an a “Incremental FacilityRevolving Commitment Increase”), ) from Additional Revolving Lenders; provided that both at the time of any each such request and upon the effectiveness of each Incremental Revolving Facility Amendment, (A) the Revolving Commitment Increase shall be pari passu in right of payment and security with the Revolving Facility, (B) the maturity date of such Revolving Commitment Increase shall mature no earlier than the Revolving Maturity Date and all other terms of such Revolving Commitment Increase shall be substantially identical to the terms governing the Revolving Facility (other than pricing, maturity, participation in mandatory prepayments or ranking as to security, in each case, subject to this Section 2.20(a)) or otherwise reasonably acceptable to the Administrative Agent, (C) the Revolving Commitment Increase shall not participate on a greater than pro rata basis than the Revolving Facility with respect to mandatory prepayments of Loans, (D) the interest rate margins, original issue discount or upfront fees (if any) for any Incremental Amendment referred Revolving Commitment Increase shall be determined by the Borrower and the Additional Revolving Lenders with the applicable Revolving Commitment Increase; provided that in the event that the All-In Yield of any Revolving Commitment Increase exceeds the All-In Yield of the Revolving Facility by more than 50 basis points, then the interest rate margins for the Revolving Facility shall be increased to belowthe extent necessary so that the All-In Yield of the Revolving Facility is equal to the All-In Yield of the Revolving Commitment Increase minus 50 basis points, and (E) the Revolving Commitment Increase shall not be secured by assets other than the Collateral and shall not be incurred or guaranteed by any Person that is not the Borrower or a Guarantor. Notwithstanding anything to contrary herein, the sum of (i) no Default or Event the aggregate principal amount of Default shall exist or would arise therefrom, the Revolving Commitment Increases and (ii) each the aggregate principal amount of all Term Commitment Increases incurred after the Effective Date shall not exceed the Incremental Facility Cap. Each Revolving Commitment Increase shall be in an aggregate a minimum principal amount that is not less than of $10,000,000 (5,000,000 and integral multiples of $1,000,000 in excess thereof; provided that such amount may be less than $10,000,000 if such amount represents all the remaining availability under the limit set forth in the next sentence), and (iii) the aggregate amount of any Incremental Facility, when taken together with all other Incremental Facilities to date, shall not exceed the sum of (A) $50,000,000 plus (B) the amount available at the time of incurrence so long as, on a Pro Forma Basis after giving effect to the incurrence of all Indebtedness under any such Incremental Facility, the Consolidated Secured Net Leverage Ratio is less than or equal to 2.75 to 1.00. The Administrative Agent and the Borrower shall determine the effective date of such Incremental Facility and any such Incremental Facility shall be first made available to all existing Lenders on a pro rata basis. To the extent that the existing Lenders in a timely fashion relative to the Incremental Facility Closing Date (as defined below) decline to issue commitments in respect of such Incremental Facility in the amount requested by the Borrower, the Administrative Agent, in consultation with the Borrower, will use its reasonable best efforts to arrange for other Persons (which Person may be suggested by the Borrower) to become a Lender hereunder and to issue commitments in an aggregate amount equal to the amount of the Incremental Facility requested by the Borrower for which the existing Lenders decline to issue commitments (each Person issuing a commitment under an Incremental Facility, an “Additional Lender”), provided, however, that (i) no Lender shall be obligated to provide a commitment in respect of such Incremental Facility as a result of any such request by the Borrower, (ii) any Additional Lender which is not an existing Lender shall be subject to the approval of the Administrative Agent and the Borrower (which approval shall not be unreasonably withheld), and (iii) without the consent of the Administrative Agent, at no time shall the commitment of any Additional Lender in respect of such Incremental Facility be less than $5,000,000. The term loans made under suchCap.

Incremental Credit Extensions. (ai) The Borrower Borrowers may at any time or from time to time after the Closing DateEffective Date request one or more increases in the Revolving Credit Commitments (each, a “Revolving Credit Commitment Increase”); provided, however, that (A) the aggregate amount of all Revolving Credit Commitment Increases shall not exceed $300,000,000 and (B) each Revolving Credit Commitment Increase shall be in an amount not less than $20,000,000. Nothing in this Agreement shall be construed to obligate the Administrative Agent, any other Agent, any Arranger or any Lender to negotiate for (whether or not in good faith), solicit, provide or commit to provide any Revolving Credit Commitment Increase. The Administrative Agent shall promptly notify each Lender of each proposed Revolving Credit Commitment Increase. Each such Lender (and each of their Affiliates and Approved Funds) may, in its sole discretion, commit to participate in such Revolving Credit Commitment Increase by notice forwarding its commitment therefor to the Administrative Agent (whereupon in form and substance satisfactory to the Administrative Agent. The Administrative Agent shall, after consultation with the Parent Borrower, allocate, but in amounts not to exceed for each such Lender the commitment received from such Lender, Affiliate or Approved Fund, the Revolving Credit Commitment Increase commitments to be made as part of such Revolving Credit Commitment Increase to the Lenders from which it has received such written commitments. If the Administrative Agent shall promptly deliver a copy does not receive enough commitments from existing Lenders or their Affiliates or Approved Funds, it may, after consultation with the Parent Borrower, allocate to each Eligible Assignees any excess of the Lenders), request one proposed amount of such Revolving Credit Commitment Increase agreed with the Parent Borrower over the aggregate amounts of the commitments received from existing Lenders or more additional tranches of term loans to be made hereunder their Affiliates or Approved Funds. Each Revolving Credit Commitment Increase shall become effective on a date agreed by the Parent Borrower and the Administrative Agent (each, an “Incremental FacilityCredit Extension Date”), provided that both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below, (i) no Default or Event of Default shall exist or would arise therefrom, (ii) each Incremental Facility which 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 amount represents all remaining availability under any case on or after the limit date of satisfaction of the conditions precedent set forth in the next sentence), and (iii) the aggregate amount of any Incremental Facility, when taken together with all other Incremental Facilities to date, shall not exceed the sum of (A) $50,000,000 plus (B) the amount available at the time of incurrence so long as, on a Pro Forma Basis after giving effect to the incurrence of all Indebtedness under any such Incremental Facility, the Consolidated Secured Net Leverage Ratio is less than or equal to 2.75 to 1.00Section 4.4. The Administrative Agent shall notify the Lenders and the Borrower Parent Borrower, on or before 1:00 p.m., New York City time, on the Business Day following an Incremental Credit Extension Date of the effectiveness of a Revolving Credit Commitment Increase and shall determine record in the effective date of such Incremental Facility and any such Incremental Facility shall be first made available to Register all existing Lenders on a pro rata basis. To the extent that the existing Lenders in a timely fashion relative to the Incremental Facility Closing Date (as defined below) decline to issue commitments applicable additional information in respect of such Incremental Facility in the amount requested by the Borrower, the Administrative Agent, in consultation with the Borrower, will use its reasonable best efforts to arrange for other Persons (which Person may be suggested by the Borrower) to become a Lender hereunder and to issue commitments in an aggregate amount equal to the amount of the Incremental Facility requested by the Borrower for which the existing Lenders decline to issue commitments (each Person issuing a commitment under an Incremental Facility, an “Additional Lender”), provided, however, that (i) no Lender shall be obligated to provide a commitment in respect of such Incremental Facility as a result of any such request by the Borrower, (ii) any Additional Lender which is not an existing Lender shall be subject to the approval of the Administrative Agent and the Borrower (which approval shall not be unreasonably withheld), and (iii) without the consent of the Administrative Agent, at no time shall the commitment of any Additional Lender in respect of such Incremental Facility be less than $5,000,000Revolving Credit Commitment Increase. The term loans made under suchExhibit 10.2 BWP 10-Q 06/30/2009 Exhibit 10.2 -----

Incremental Credit Extensions. (a) The Borrower may at any time or from time to time 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 additional tranches increases in the amount of term loans the Commitments to be made hereunder available to the Borrower (eacheach such increase, an a “Incremental FacilityCommitment Increase”), provided that both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below, no Default or Event of Default shall exist and at the time that any such Commitment Increase is provided (iand after giving effect thereto) no Default or Event of Default shall exist or would arise therefromand the Borrower shall be in compliance with each of the covenants set forth in Section 7.12 determined on a Pro forma Basis as of the last day of the most recently ended Test Period as if the Commitments, (ii) each Incremental Facility after giving effect to such Commitment Increase, had been fully drawn on the last day of such fiscal quarter of the Borrower for testing compliance therewith. Each Commitment Increase 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 amount represents all remaining availability under 10,000,000. Notwithstanding anything to the limit set forth in the next sentence)contrary herein, and (iii) the aggregate amount of any Incremental Facility, when taken together with all other Incremental Facilities to date, the Commitment Increases shall not exceed $75,000,000. Each Commitment Increase shall be on the sum same terms and conditions as the Commitments in effect immediately prior to such Commitment Increase. Each notice from the Borrower pursuant to this Section 2.14 shall set forth the requested amount of the relevant Commitment Increase. Commitment Increases may be provided, by any existing Lender (Aand each existing Lender will have the right to provide a portion of any Commitment Increase, in each case on terms permitted in this Section 2.14); provided that each of the Administrative Agent, the Swing Line Lender and the L/C Issuer shall have consented (not to be unreasonably withheld) $50,000,000 plus to such Lender’s providing such Commitment Increase if such consent would be required under Section 10.06(a) for an assignment of Loans or Commitments, as applicable, to such Lender. Each existing Lender shall, by notice to the Borrower and the Administrative Agent given not later than 10 days after the date of the Administrative Agent’s notice delivered pursuant to the first sentence of this paragraph, either agree to make a portion of any Commitment Increase, or decline to do so (B) and any existing Lender that does not deliver such notice within such period of 10 days shall be deemed to have declined to do so). In the amount available at the time of incurrence so long asevent that, on a Pro Forma Basis the 10th day after giving effect the Administrative Agent shall have delivered the notice pursuant to the incurrence first sentence of all Indebtedness under any such Incremental Facilitythis paragraph, the Consolidated Secured Net Leverage Ratio is less than or equal to 2.75 to 1.00. The Administrative Agent and the Borrower shall determine the effective date of such Incremental Facility and any such Incremental Facility shall be first made available to all existing Lenders on a pro rata basis. To the extent that the existing Lenders in a timely fashion relative shall have agreed pursuant to the Incremental Facility Closing Date (preceding sentence to provide any Commitment Increase, as defined below) decline to issue commitments applicable, in respect of such Incremental Facility in an aggregate amount less than the amount requested by the Borrower, the Administrative Agent, in consultation with the Borrower, will use its reasonable best efforts to arrange for other Persons (which Person any Commitment Increase may be suggested provided by the Borrower) to become a Lender hereunder and to issue commitments in an aggregate amount equal to the amount of the Incremental Facility requested by the Borrower for which the existing Lenders decline to issue commitments any other bank or other financial institution (each Person issuing a commitment under an Incremental Facility, any such other bank or other financial institution being called an “Additional Lender”), providedprovided that each of the Administrative Agent, howeverthe Swing Line Lender and the L/C Issuer shall have consented (not to be unreasonably withheld) to such Additional Lender’s providing such Commitment Increase if such consent would be required under Section 10.06(a) for an assignment of Loans or Commitments, as applicable, to such Additional Lender. Commitments in respect of Commitment Increases shall become Commitments (or in the case of a Commitment Increase to be provided by an existing Lender, an increase in such Lender’s applicable 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 (iall references to “the date of such Credit Extension” or similar language in such Section 4.02 shall be deemed to refer to the Closing Date of such Incremental Amendment) and such other conditions as the parties thereto shall agree. Subject to the minimum principal amount requirements specified above in this Section 2.14, no more than four Incremental Facility Closing Dates may be selected by the Borrower. The Borrower will use the proceeds of the Commitment Increases for any purpose not prohibited by this Agreement. No Lender shall be obligated to provide any Commitment Increases, unless it so agrees in its sole discretion. Upon each increase in the Commitments pursuant to this Section, (a) each Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a commitment in respect portion of the Commitment Increase (each a “Commitment Increase Lender”), and each such Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of such Incremental Facility as a result Lender’s participations hereunder in outstanding Letters of any Credit and Swing Line Loans such request by that, after giving effect to each such deemed assignment and assumption of participations, the Borrower, percentage of the aggregate outstanding (i) participations hereunder in Letters of Credit and (ii) participations hereunder in Swing Line Loans held by each Lender (including each such Commitment Increase Lender) will equal the percentage of the aggregate Commitments of all Lenders represented by such Lender’s Commitment and (b) if, on the date of such increase, there are any Additional Lender Revolving Loans outstanding, such Revolving Loans shall on or prior to the effectiveness of such Commitment Increase be prepaid from the proceeds of additional Revolving Loans made hereunder (reflecting such increase in Commitments), which is not an existing Lender prepayment shall be subject to accompanied by accrued interest on the approval of the Revolving Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.05. The Administrative Agent and the Borrower (which approval Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not be unreasonably withheld), and (iii) without apply to the consent of transactions effected pursuant to the Administrative Agent, at no time immediately preceding sentence. This Section 2.14 shall supersede any provisions in Section 2.13 or 10.01 to the commitment of any Additional Lender in respect of such Incremental Facility be less than $5,000,000. The term loans made under suchcontrary.