Common use of Incremental Credit Facilities Clause in Contracts

Incremental Credit Facilities. At any time on or after the Closing Date, EWI may, on written notice to the Administrative Agent, establish additional credit facilities (collectively, the “Incremental Credit Facilities”) by increasing the USD Revolving Commitments, Primary Currency Revolving Commitments or Secondary Currency Revolving Commitments or establishing one or more new revolving loans, or some combination thereof; provided that: (i) the aggregate amount of loans and commitments for all Incremental Loan Facilities established after the Closing Date hereunder shall not exceed Three Hundred Fifty Million Dollars ($350,000,000); NYDOCS02/1161559.5 51 EXECUTION COPY (ii) (A) no Default shall exist immediately before or immediately after giving effect thereto, (B) the Credit Parties shall be in compliance with the financial covenants under Section 8.09 after giving effect thereto on a Pro Forma Basis (assuming for purposes hereof that the entire amount of the Incremental Loan Facility is fully drawn and funded), (C) the representations and warranties of each Credit Party contained in Article VI shall be true and correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects as so qualified) on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects as so qualified) as of such earlier date, and except that for purposes of this Section 2.01(d), the representations and warranties contained in subsections (a) and (b) of Section 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.01, and (D) the Credit Parties shall demonstrate compliance with the sizing condition for the Incremental Loan Facility in clause (i) hereinabove; (iii) EWI will provide (A) a compliance certificate from a Responsible Officer confirming that no Default shall exist immediately before or immediately after giving effect to the establishment of the Incremental Credit Facility and demonstrating compliance with the financial covenants hereunder after giving effect to the Incremental Credit Facility (assuming, for purposes hereof, that the Incremental Credit Facility is fully drawn and funded), and (b) supporting resolutions, legal opinions, promissory notes and other items as may be reasonably required by the Administrative Agent and the Lenders providing the commitments for the Incremental Credit Facility; (iv) lenders providing loans and commitments for such Incremental Loan Facility will provide a Lender Joinder Agreement and such other agreements reasonably acceptable to the Administrative Agent; and (v) upfront and/or arrangement fees, if any, in respect of the new commitments or loans so established, shall be paid. In connection with establishment of any Incremental Credit Facility, (A) none of the Lenders or their affiliates shall have any obligation to provide commitments or loans for any Incremental Credit Facility without their prior written approval, (B) neither the Administrative Agent nor any Arranger shall have any responsibility for arranging any such additional commitments without their prior written consent and subject to such conditions, including fee arrangements, as they may provide in connection therewith and (C) Schedule 2.01 will be deemed to be revised to reflect the Lenders, Loans, Commitments and pro rata shares after giving effect to establishment of any Incremental Credit Facility. NYDOCS02/1161559.5 52

Incremental Credit Facilities. At (a) The Borrower may at any time on or from time to time after the Closing Date, EWI may, on written by notice to the Administrative AgentAgent (whereupon the Administrative Agent shall promptly make available to each of the Lenders), establish request (i) one or more additional credit facilities tranches or additions to an existing tranche of term loans (collectively, the “Incremental Credit FacilitiesTerm Loans”) by increasing the USD Revolving Commitments, Primary Currency Revolving Commitments or Secondary Currency Revolving Commitments or establishing (ii) one or more new revolving loans, or some combination thereof; provided that: (i) increases in the aggregate amount of loans and the Revolving Credit Commitments on the same terms as the Revolving Loans or the establishment of one or more revolving credit commitments for all Incremental Loan Facilities established after the Closing Date hereunder shall not exceed Three Hundred Fifty Million Dollars ($350,000,000each such increase or new commitments, an “Additional Revolving Facility”); NYDOCS02/1161559.5 51 EXECUTION COPY (ii) , provided that (A) both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below, no Default or Unmatured Default shall exist immediately before or immediately and at the time that any such Incremental Term Loan is made (and after giving effect thereto) no Default or Unmatured Default shall exist, (B) if such Incremental Facility is to become effective prior to the Credit Parties Revolver Termination Date, the Borrower shall be in compliance with the financial covenants under set forth in clauses (a), (b), (c) and (d) of Section 8.09 after giving effect thereto 6.22 determined on a Pro Forma Basis (assuming for purposes hereof that the entire amount pro forma basis as of the last day of the date of the most-recently ended fiscal quarter, in each case, as if such Incremental Loan Term Loans or any borrowings under any such Additional Revolving Facility, as applicable, had been outstanding on the last day of such fiscal quarter of the Borrower for testing compliance therewith; provided that any Additional Revolving Facility is shall be tested as fully drawn and funded)drawn, (C) the representations and warranties of First Lien Leverage Ratio calculated on a pro forma basis shall not exceed 2.250:1.000 for all Indebtedness incurred pursuant to this Section 2.25(a), in each Credit Party contained in Article VI shall be true and correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects as so qualified) on and case tested as of the date last day of the most-recently ended period of four consecutive fiscal quarters of the Borrower for which financial statements are internally available (calculated as if such Incremental Term Loans or borrowings under any such Additional Revolving Facilities (in an amount equal to the full amount of such Credit ExtensionAdditional Revolving Facilities), except to the extent as applicable, had been outstanding on such last day; provided that such representations and warranties specifically refer to an earlier date, in which case they any Additional Revolving Facility shall be true and correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects tested as so qualifiedfully drawn) as of such earlier date, and except that for purposes of this Section 2.01(d), the representations and warranties contained in subsections (a) and (b) of Section 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.01, and (D) the Credit Parties Borrower shall demonstrate have delivered a certificate of a Financial Officer to the effect set forth in clauses (A), (B) and (C) above, together with reasonably detailed calculations demonstrating compliance with clauses (B) and (C) above, if applicable, (which calculations shall, if made as of the sizing condition last day of any fiscal quarter of the Borrower for which the Borrower has not delivered to the Administrative Agent the financial statements and Compliance Certificate required to be delivered by Section 6.01(d), be accompanied by a reasonably detailed calculation of Consolidated EBITDA and Consolidated Interest Expense for the relevant period). Each tranche of Incremental Loan Term Loans shall be in an aggregate principal amount that is not less than $10,000,000 and each Additional Revolving Facility shall be in clause an aggregate principal amount that is not less than $5,000,000, and in all cases shall be in an increment of $1,000,000 (provided that such amount may be less than $10,000,000 or $5,000,000, as applicable, if such amount represents all remaining availability under the limit set forth in the next sentence). Notwithstanding anything to the contrary herein, the aggregate amount of the Incremental Term Loans and the Additional Revolving Facilities incurred after the Closing Date shall not exceed $125,000,000. In no event shall the Incremental Facilities be used for any purpose other than for the purposes set forth in Section 6.02. Notwithstanding anything herein to the contrary, in lieu of requesting Incremental Term Loans or an Additional Revolving Facility, the Borrower may issue first lien notes on a pari passu basis (the “Pari Passu First Lien Notes”), subject to (i) hereinabove; (iii) EWI will provide (A) a compliance certificate from a Responsible Officer confirming that no Default shall exist immediately before or immediately after giving effect joinder by the representative to the establishment applicable lenders of the such Incremental Credit Facility and demonstrating compliance with the financial covenants hereunder after giving effect to the Incremental Credit Facility (assuming, for purposes hereof, that the Incremental Credit Facility is fully drawn and funded), First Lien/Second Lien Intercreditor Agreement and (bii) supporting resolutions, legal opinions, promissory notes and other items as may be the representative to the applicable lenders of such Pari Passu First Lien Notes entering into an intercreditor agreement reasonably required by the Administrative Agent and the Lenders providing the commitments for the Incremental Credit Facility; (iv) lenders providing loans and commitments for such Incremental Loan Facility will provide a Lender Joinder Agreement and such other agreements reasonably acceptable satisfactory to the Administrative Agent; provided that in each case the Pari Passu First Lien Notes shall be treated the same as Incremental Term Loans for the purposes of this Agreement; provided, further, that in no event will the aggregate amount of Incremental Term Loans, Additional Revolving Facilities and Pari Passu First Lien Notes incurred after the Closing Date exceed $125,000,000. (vb) upfront and/or arrangement feesThe following terms shall apply to any Incremental Term Loans (including, if anyfor the purpose of this subsection (b), any Pari Passu First Lien Notes issued in respect lieu thereof) and any Additional Revolving Facilities established pursuant to an Incremental Amendment: (i) such Incremental Term Loans and the borrowings under such Additional Revolving Facilities shall rank pari passu in right of payment and of security with the Revolving Loans and the Term Loans, and shall be guaranteed by the Guarantors and secured by the same Collateral to the same extent as provided for in the Collateral Documents, (ii) the maturity date of such Incremental Term Loans shall not be earlier than the Maturity Date of the new commitments existing Term Loans, (iii) the Weighted Average Life to Maturity of such Incremental Term Loans is not less than the remaining Weighted Average Life to Maturity of the existing Term Loans, (iv) the applicable yield relating to any term loans or revolving loans so establishedincurred pursuant to such Incremental Amendment (each facility thereunder, the “Incremental Facility”), as applicable, shall not be paid. In connection greater than that with establishment of any Incremental respect to the existing Term Loans or existing Revolving Credit Facility, (A) none of the Lenders or their affiliates shall have any obligation to provide commitments or loans for any Incremental Credit Facility without their prior written approval, (B) neither the Administrative Agent nor any Arranger shall have any responsibility for arranging any such additional commitments without their prior written consent and subject to such conditions, including fee arrangementsCommitments, as they may provide in connection therewith and (C) Schedule 2.01 will be deemed applicable, plus 0.50% per annum unless the yield applicable to be revised the existing Term Loans or existing Revolving Credit Commitments, as applicable, is increased so that the yield applicable to reflect the Lendersapplicable Incremental Facility does not exceed the yield applicable to the existing Term Loans or existing Revolving Credit Commitments, Loans, Commitments and pro rata shares after giving effect to establishment of any Incremental Credit Facility. NYDOCS02/1161559.5 52by more than

Incremental Credit Facilities. At any time on or after the Closing Date, EWI the Borrower may, on at any time, upon written notice to the Administrative Agent, establish additional credit facilities (collectively, the “Incremental Credit Facilities”) by increasing the USD Revolving Commitments, Primary Currency Aggregate Revolving Commitments or Secondary Currency Revolving Commitments or and/or establishing one (1) or more new revolving loansadditional term loans (each such term loan, or some combination thereofan “Additional Term Loan” and, together with the Term Loan A and any other Additional Term Loans, collectively, the “Term Loans”) at any time prior to the date that is six (6) months prior to the Maturity Date; provided that: , in any such case: (i) the aggregate amount of loans and commitments for all Incremental Loan Credit Facilities established after the Closing Date hereunder as an Incremental Credit Facility shall not exceed Three Hundred Fifty Million Dollars (determined on the date such Incremental Credit Facilities are established) the sum of (A) THREE HUNDRED FIFTY MILLION DOLLARS ($350,000,000); NYDOCS02/1161559.5 51 EXECUTION COPY ) and (iiB) (A) no Default shall exist immediately before or immediately an aggregate amount such that, after giving effect thereto, (B) the to such Incremental Credit Parties shall be in compliance with the financial covenants under Section 8.09 after giving effect thereto Facility on a Pro Forma Basis (assuming for purposes hereof hereof, that the entire amount of the Incremental Loan Facility incremental commitments is fully drawn and funded), the Consolidated Senior Secured Net Leverage Ratio does not exceed 2.25:1.00, it being understood and agreed that any Incremental Credit Facilities so incurred or implemented shall be deemed to have been incurred or implemented under clause (B) prior to clause (A) above; (ii) any increase in the Aggregate Revolving Commitments or the principal amount of any Additional Term Loan established under this Section 2.01 shall be in a principal amount of at least $10,000,000 and integral multiples of $1,000,000 in excess thereof; (iii) any increase in the Aggregate Revolving Commitments under this Section 2.01 shall have terms identical to those for the Revolving Loans under Section 2.01(a), except for fees payable to the Lenders providing commitments for such Incremental Credit Facility; (iv) any Additional Term Loan established under this Section 2.01 (A) will be made in Dollars and may consist of Base Rate Loans or Eurodollar Rate Loans as further provided herein, (B) will have a final maturity date that is coterminous with or later than the Maturity Date, with no more than fifty percent (50%) of the principal amount of such Additional Term Loan being amortized prior to the Maturity Date, (C) will be subject to the representations and warranties mandatory prepayment provisions (including provisions regarding the application of each Credit Party mandatory prepayments) that are contained in Article VI Section 2.05(b), (D) may have pricing that is higher than pricing currently applicable to the Revolving Loans; provided, that with respect to any such Additional Term Loan with a weighted life to maturity that is within one (1) year of the Maturity Date, if the all-in-yield, after giving effect to any offering of such Additional Term Loan at a discount from par or any fees paid to the Lenders in connection therewith, exceeds the all-in-yield (as reasonably determined by the Administrative Agent) with respect to the Revolving Loans or any other Term Loan then in existence by more than fifty basis points (0.50%), then the Applicable Percentage shall be true increased to the extent necessary to cause the all-in-yield with respect the Revolving Loans and/or such other Term Loans to be no more than fifty basis points (0.50%) less than the all-in-yield with respect to such Additional Term Loan (with the amount and correct manner of such increase to be determined by the Administrative Agent, in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effectaccordance with the foregoing, which shall be true and correct in all respects as so qualified) on and as of the date of such effectiveness of the applicable Incremental Credit Extension, except to Facility) and (E) will have covenants that are the extent same as or no more restrictive than the covenants contained in this Credit Agreement as of the date that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects Additional Term Loan is established (other than any representation restrictive covenant that would apply after the Maturity Date (as such Maturity Date may be extended from time to time)); (v) no Default or warranty qualified by materiality Event of Default shall have occurred and be continuing, or Material Adverse Effect, which shall be true would result after giving effect to any such Incremental Credit Facility; (vi) the establishment of the Incremental Credit Facilities and correct the extension of credit thereunder are subject to satisfaction (or waiver in all respects as so qualified) as of such earlier date, and except that for purposes of this accordance with Section 2.01(d), the representations and warranties contained in subsections (a) and (b11.01) of the conditions to all Credit Extensions in Section 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses 5.02; (a) and (b), respectively, of Section 7.01, and (Dvii) the Credit Parties shall demonstrate compliance with the sizing condition for the Incremental Loan Facility in clause (i) hereinabove; (iii) EWI Borrower will provide (A) a compliance certificate from a Responsible Officer confirming that no Default shall exist immediately before or immediately after giving effect to the establishment of the Incremental Credit Facility and demonstrating compliance with the financial covenants hereunder after giving effect to the Incremental Credit Facility on a Pro Forma Basis (assuming, assuming for purposes hereof, that the Incremental Credit Facility amount of the incremental commitments is fully drawn and funded), and (bB) supporting resolutions, legal opinions, promissory notes and other items as may be reasonably required by the Administrative Agent and the Lenders providing the loans and commitments for the Incremental Credit Facility; ; (ivviii) lenders any new Lender providing loans and commitments for such the Incremental Loan Credit Facilities must be acceptable to the Borrower and the Administrative Agent, and any Lender (including any new Lender) providing commitments for any increase in the Aggregate Revolving Commitments must also be reasonably acceptable to the L/C Issuer and the Swingline Lender; (ix) Lenders providing loans and commitments for the Incremental Credit Facility will provide a duly executed Lender Joinder Agreement and such other agreements reasonably acceptable to the Administrative Agent; and Agreement; (vx) upfront and/or fees and arrangement fees, if any, in respect of the new commitments or loans so established, shall have been paid; (xi) if any Revolving Loans are outstanding at the time of any increase in the Aggregate Revolving Commitments pursuant to this Section 2.01, the Borrower will make such payments and adjustments on the Revolving Loans (including payment of any break-funding amounts owing under Section 3.05) as may be paidnecessary to give effect to the revised commitment amounts and percentages, it being agreed that the Administrative Agent shall, in consultation with the Borrower, manage the allocation of the revised commitments percentages to the existing Eurocurrency Rate Loans in such a manner as to minimize the break-funding amounts so payable by the Borrower; (xii) the Administrative Agent shall have received all documents (including resolutions of the board of directors of the Borrower and the Guarantors) it may reasonably request relating to the corporate or other necessary authority for such increase or establishment of any Additional Term Loan and the validity of such increase in the Aggregate Revolving Commitments or establishment of an Additional Term Loan, and any other customary matters relevant thereto, all in form and substance reasonably satisfactory to the Administrative Agent; provided, however that consent of the existing Lenders shall not be required to consummate the transactions contemplated pursuant to this Section 2.01(c); provided, further that necessary modifications of this Credit Agreement will be consummated as set forth in Section 11.01(g); and (xiii) notwithstanding anything to the contrary herein, if the proceeds of any Additional Term Loan established under this Section 2.01 are being used to finance a Permitted Acquisition, at the option of the lenders providing such Additional Term Loan, the documentation thereto may modify such restrictions relating to the funding conditions of such Additional Term Loan in a manner consistent with customary “Sungard” or other “certain funds” provisions; provided, that, in no case shall an Event of Default under Section 9.01(a) or 9.01(e) have occurred and be continuing, or would result after giving effect to any such Additional Term Loan. In connection with establishment of any Incremental Credit Facility, (A) none of the Lenders or their affiliates Affiliates shall have any obligation to provide commitments or loans for any Incremental Credit Facility without their prior written approval, (B) neither none of the Administrative Agent nor any Arranger Agent, the Joint Lead Arrangers or the Lead Lenders shall have any responsibility for arranging any such additional commitments without their prior written consent and subject to such conditions, including fee arrangements, as they may provide in connection therewith and (C) Schedule 2.01 will be deemed to be revised to reflect the Lenders, Loans, Commitments and pro rata shares after giving effect to establishment of any Incremental Credit Facility. NYDOCS02/1161559.5 52.

Incremental Credit Facilities. At (a) The Borrower may at any time on or from time to time after the Closing Date, EWI may, on written by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly make available to each of the Lenders), request (i) one or more additional tranches or additions to an existing tranche of term loans (the “Incremental Term Loans”) or (ii) one or more increases in the amount of the Revolving Credit Commitments on the same terms as the Revolving Loans or the establishment of one or more revolving credit commitments (each such increase or new commitments, an “Additional Revolving Facility”), provided that (A) both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below, no Default or Unmatured Default shall exist and at the time that any such Incremental Term Loan is made (and after giving effect thereto) no Default or Unmatured Default shall exist, (B) [reserved], (C) the Total Net Leverage Ratio calculated on a pro forma basis shall not exceed 5.000:1.000 for all Indebtedness incurred pursuant to this Section 2.25(a), in each case tested as of the last day of the most-recently ended period of four consecutive fiscal quarters of the Borrower for which financial statements are internally available (calculated as if such Incremental Term Loans or borrowings under any such Additional Revolving Facilities (in an amount equal to the full amount of such Additional Revolving Facilities), as applicable, had been outstanding on such last day; provided that (x) any Additional Revolving Facility shall be tested as fully drawn and (y) the cash proceeds of any such Indebtedness shall be excluded from clause (i)(B) of the definition of Total Net Leverage Ratio for purposes of determining whether such Indebtedness can be incurred (provided that the use of proceeds thereof and any other pro forma adjustments shall be included)) and (D) the Borrower shall have delivered a certificate of a Financial Officer to the effect set forth in clauses (A) and (C) above, together with reasonably detailed calculations demonstrating compliance with clause (C) above, if applicable, (which calculations shall, if made as of the last day of any fiscal quarter of the Borrower for which the Borrower has not delivered to the Administrative Agent the financial statements and Compliance Certificate required to be delivered by Section 6.01(d), be accompanied by a reasonably detailed calculation of Consolidated EBITDA for the relevant period). Each tranche of Incremental Term Loans shall be in an aggregate principal amount that is not less than $10,000,000 and each Additional Revolving Facility shall be in an aggregate principal amount that is not less than $5,000,000, and in all cases shall be in an increment of $1,000,000 (provided that such amount may be less than $10,000,000 or $5,000,000, as applicable, if such amount represents all remaining availability under the limit set forth in the next sentence). Notwithstanding anything to the contrary herein, (x) the aggregate amount of the Incremental Term Loans and the Additional Revolving Facilities incurred after the Closing Date shall not exceed $250,000,000 and (y) the aggregate amount of Additional Revolving Facilities incurred after the Closing Date shall not exceed $25,000,000. In no event shall the Incremental Facilities be used for any purpose other than for the purposes set forth in Section 6.02. Notwithstanding anything herein to the contrary, in lieu of requesting Incremental Term Loans or an Additional Revolving Facility, the Borrower may issue first lien notes or other first lien term loans on a pari passu basis (the “Pari Passu First Lien Debt”), subject to the representative to the applicable lenders of such Pari Passu First Lien Debt entering into the First Lien/First Lien Intercreditor Agreement or an intercreditor agreement reasonably satisfactory to the Administrative Agent; provided that in each case the Pari Passu First Lien Debt shall be treated the same as Incremental Term Loans for the purposes of this Agreement; provided, further, that in no event will the aggregate amount of Incremental Term Loans, Additional Revolving Facilities and Pari Passu First Lien Debt incurred after the Closing Date exceed $250,000,000. (b) The following terms shall apply to any Incremental Term Loans (including, for the purpose of this subsection (b), any Pari Passu First Lien Debt issued in lieu thereof) and any Additional Revolving Facilities established pursuant to an Incremental Amendment: (i) such Incremental Term Loans and the borrowings under such Additional Revolving Facilities shall rank pari passu in right of payment and of security with the existing Revolving Loans and the Term Loans, and shall be guaranteed by the Guarantors and secured by the same Collateral to the same extent as provided for in the Collateral Documents, (ii) the maturity date of such Incremental Term Loans shall not be earlier than the Maturity Date of the existing Term Loans, (iii) the Weighted Average Life to Maturity of such Incremental Term Loans is not less than the remaining Weighted Average Life to Maturity of the existing Term Loans, (iv) the applicable yield relating to any term loans or revolving loans incurred pursuant to such Incremental Amendment (each facility thereunder, the “Incremental Facility”) or any Pari Passu First Lien Debt, as applicable, shall not be greater than that with respect to the existing Term Loans or existing Revolving Credit Commitments, as applicable, plus 0.75% per annum unless the yield applicable to the existing Term Loans or existing Revolving Credit Commitments, as applicable, is increased so that the yield applicable to the applicable Incremental Facility or Pari Passu First Lien Debt, as applicable, does not exceed the yield applicable to the existing Term Loans or existing Revolving Credit Commitments, by more than 0.75% per annum; provided that in determining the yield applicable to the existing Term Loans or existing Revolving Credit Commitments, as applicable, and the applicable Incremental Facility or the applicable Pari Passu First Lien Debt, (A) original issue discount (“OID”) or upfront fees (which shall be deemed to constitute like amounts of OID) payable by the Borrower to the Lenders of the existing Term Loans or existing Revolving Credit Commitments, as applicable, or the applicable Incremental Facility or Pari Passu First Lien Debt 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 or Pari Passu First Lien Debt), (B) customary arrangement or commitment fees payable to the joint bookrunners (or their affiliates) in connection with the existing Term Loans or existing Revolving Credit Commitments, as applicable, or to one or more arrangers (or their affiliates) of the applicable Incremental Facility or Pari Passu First Lien Debt or any other fees not paid or payable generally to all holders of such Indebtedness in the primary syndication thereof shall be excluded and (C) if the Eurodollar Base Rate in respect of such Incremental Facility or Pari Passu First Lien Debt includes a floor greater than any such floor that may be applicable to the analogous existing credit facility, such increased amount shall be equated to interest margin for purposes of determining any increase to the applicable yield under the analogous existing credit facility; provided that (x) this clause (C) shall only be applicable to the extent that the interest rate (exclusive of applicable margin) is lower than the applicable floor and (y) the interest margin added pursuant to this clause (iv) shall be equal to the difference between (I) the interest rate (exclusive of applicable margin) and (II) the applicable floor; provided, however, this clause (iv) shall not apply to any Incremental Facility or Pari Passu First Lien Debt entered into and established following the second anniversary of the Closing Date, and (v) the revolving loans incurred pursuant to such Additional Revolving Facility will mature no earlier than, and will require no scheduled amortization or mandatory commitment reduction prior to, the Revolving Credit Maturity Date and all other terms of any such Incremental Facility (except as set forth in the foregoing clauses) shall be substantially identical to the existing Revolving Credit Commitments or otherwise reasonably acceptable to the Administrative Agent. (c) Each notice from the Borrower pursuant to this Section 2.25(b) shall set forth (i) the requested amount and proposed terms of the relevant Incremental Term Loans or Additional Revolving Facilities and (ii) the date on which such the relevant increase is requested to become effective (which shall not be less than 10 Business Days nor more than 60 days after the date of such notice). Incremental Term Loans may be made, and Additional Revolving Facilities may be provided by any existing Lender (but each existing Lender will not have an obligation to make a portion of any Incremental Term Loan or any portion of any Additional Revolving Facility) or by any other bank or other financial institution that are Eligible Assignees (any such other bank or other financial institution being called an “Additional Lender”), provided that the Administrative Agent, establish additional credit facilities and to the extent of an Additional Revolving Facility, the LC Issuer and/or Swing Line Lender, as applicable, shall have consented (not to be unreasonably withheld or delayed) to such Lender’s or Additional Lender’s making such Incremental Term Loans or providing such Additional Revolving Facilities (collectively, the “Incremental Credit FacilitiesLenders”) by increasing to the USD extent any such consent would be required under Section 12.01 for an assignment of Loans or Revolving Credit Commitments, Primary Currency as applicable, to such Incremental Lender. Commitments in respect of Incremental Term Loans and Additional Revolving Facilities 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 Incremental Lender and the Administrative Agent. The Incremental Amendment shall be on the terms and pursuant to documentation to be determined by the Borrower and the Incremental Lenders providing the relevant Incremental Terms Loans or Secondary Currency Additional Revolving Commitments or establishing one or more new revolving loansFacilities, or some combination thereofas applicable; provided that: that to the extent such terms and documentation are not consistent with this Agreement (i) the aggregate amount of loans and commitments for all Incremental Loan Facilities established after the Closing Date hereunder shall not exceed Three Hundred Fifty Million Dollars ($350,000,000); NYDOCS02/1161559.5 51 EXECUTION COPY (ii) (A) no Default shall exist immediately before or immediately after giving effect thereto, (B) the Credit Parties shall be in compliance with the financial covenants under Section 8.09 after giving effect thereto on a Pro Forma Basis (assuming for purposes hereof that the entire amount of the Incremental Loan Facility is fully drawn and funded), (C) the representations and warranties of each Credit Party contained in Article VI shall be true and correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects as so qualified) on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier datepermitted by the foregoing clauses), in which case they shall be true reasonably satisfactory to the Administrative Agent (except for covenants and correct terms that apply solely to any period after the Latest Maturity Date that is in all material respects effect on the effective date of such Incremental Amendment). 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 4.01 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 4.02 (other than any representation changes to such legal opinions resulting from a change in law, change in fact or warranty qualified by materiality or Material Adverse Effect, which change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent). No Lender shall be true and correct obligated to provide any Incremental Term Loans or Additional Revolving Facilities, unless it so agrees. (d) Upon each increase in all respects as so qualified) as of such earlier date, and except that the Revolving Credit Commitments (which for purposes of this Section 2.01(d), the representations and warranties contained in subsections (a2.25(d) and (b) of Section 6.05 shall be deemed to refer to the most recent statements furnished include any new revolving commitments provided under an Incremental Amendment) pursuant to clauses (a) and (b)this Section 2.25, respectively, of Section 7.01, and (D) the Credit Parties shall demonstrate compliance with the sizing condition for the Incremental Loan Facility in clause (i) hereinabove; each Revolving Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Incremental Lender providing a portion of the Additional Revolving Facility (iii) EWI each, an “Additional Revolving Facility Lender”), and each such Additional Revolving Facility Lender will provide automatically and without further act be deemed to have assumed (A) in the case of an increase to the Revolving Loans only), a compliance certificate from a Responsible Officer confirming that no Default shall exist immediately before or immediately portion of such Revolving 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 establishment percentage of the Incremental aggregate outstanding (A) participations hereunder in Letters of Credit and (B) participations hereunder in Swing Line Loans held by each Revolving Lender (including each such Additional Revolving Facility Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Additional Revolving Facility Lenders represented by such Additional Revolving Facility Lender’s Revolving Credit Commitment and (ii) if, on the date of such increase, there are any Revolving Loans under the applicable facility outstanding, such Revolving Loans shall on or prior to the effectiveness of such Additional Revolving Credit Facility and demonstrating compliance with be prepaid from the financial covenants proceeds of additional Revolving Loans made hereunder after giving effect to the Incremental (reflecting such increase in Revolving Credit Facility (assuming, for purposes hereof, that the Incremental Credit Facility is fully drawn and fundedCommitments), which prepayment shall be accompanied by accrued interest on the Revolving Loans being prepaid and (b) supporting resolutions, legal opinions, promissory notes and other items as may be reasonably required any costs incurred by the any Lender in accordance with Section 3.04. The Administrative Agent and the Lenders providing hereby agree that the commitments for the Incremental Credit Facility; (iv) lenders providing loans minimum borrowing, pro rata borrowing and commitments for such Incremental Loan Facility will provide a Lender Joinder pro rata payment requirements contained elsewhere in this Agreement and such other agreements reasonably acceptable shall not apply to the transactions effected pursuant to the immediately preceding sentence. (e) The Administrative Agent; and (v) upfront and/or arrangement fees, if any, in respect of Agent is hereby irrevocably authorized to effect such amendments to this Agreement as are required to effectuate the new commitments or loans so established, shall be paid. In connection with establishment terms of any Incremental Credit FacilityAmendment to the extent such terms are permitted under this Section 2.25. (f) This Section 2.25 shall supersede any provisions in Section 2.24(a), (A) none of 11.01 or 8.02 to the Lenders or their affiliates shall have any obligation to provide commitments or loans for any Incremental Credit Facility without their prior written approval, (B) neither the Administrative Agent nor any Arranger shall have any responsibility for arranging any such additional commitments without their prior written consent and subject to such conditions, including fee arrangements, as they may provide in connection therewith and (C) Schedule 2.01 will be deemed to be revised to reflect the Lenders, Loans, Commitments and pro rata shares after giving effect to establishment of any Incremental Credit Facility. NYDOCS02/1161559.5 52contrary.

Incremental Credit Facilities. At (a) The Borrower may at any time on or from time to time after the Closing Amendment Effective Date, EWI mayby notice to the Administrative Agent (whereupon the Administrative Agent shall promptly make available to each of the Lenders), request (i) one or more additional tranches or additions to an existing tranche of term loans (the “Incremental Term Loans”) or (ii) one or more increases in the amount of the Revolving Credit Commitments on written notice the same terms as the Revolving Loans or the establishment of one or more revolving credit commitments (each such increase or new commitments, an “Additional Revolving Facility”), provided that (A) both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below, no Default or Unmatured Default shall exist and at the time that any such Incremental Term Loan is made (and after giving effect thereto) no Default or Unmatured Default shall exist, (B) if such Incremental Facility is to become effective prior to the Revolver Termination Date, the Borrower shall be in compliance with the covenants set forth in clauses (a), (c) and (d) of Section 6.22 determined on a pro forma basis as of the last day of the date of the most-recently ended fiscal quarter, in each case, as if such Incremental Term Loans or any borrowings under any such Additional Revolving Facility, as applicable, had been outstanding on the last day of such fiscal quarter of the Borrower for testing compliance therewith; provided that any Additional Revolving Facility shall be tested as fully drawn, (C) the First Lien Leverage Ratio calculated on a pro forma basis shall not exceed 4.0 to 1.0, in the case of the first $170,000,000 of Indebtedness incurred pursuant to this Section 2.25(a) after the Tranche B-1 Funding Date and 3.5 to 1.0 for all other Indebtedness incurred pursuant to this Section 2.25(a) (other than the Tranche B-1 Loans and other than in connection with the First Incremental Revolving Commitment), in each case tested as of the last day of the most-recently ended period of four consecutive fiscal quarters of the Borrower for which financial statements are internally available (calculated as if such Incremental Term Loans or borrowings under any such Additional Revolving Facilities (in an amount equal to the full amount of such Additional Revolving Facilities), as applicable, had been outstanding on such last day; provided that any Additional Revolving Facility shall be tested as fully drawn) and (D) the Borrower shall have delivered a certificate of a Financial Officer to the effect set forth in clauses (A), (B) and (C) above, together with reasonably detailed calculations demonstrating compliance with clauses (B) and (C) above, if applicable, (which calculations shall, if made as of the last day of any fiscal quarter of the Borrower for which the Borrower has not delivered to the Administrative Agent the financial statements and compliance certificate required to be delivered by Section 6.01(d), be accompanied by a reasonably detailed calculation of Consolidated EBITDA and Consolidated Interest Expense for the relevant period). Each tranche of Incremental Term Loans shall be in an aggregate principal amount that is not less than $10,000,000 and each Additional Revolving Facility shall be in an aggregate principal amount that is not less than $5,000,000, and in all cases shall be in an increment of $1,000,000 (provided that such amount may be less than $10,000,000 or $5,000,000, as applicable, if such amount represents all remaining availability under the limit set forth in the next sentence). Notwithstanding anything to the contrary herein, the aggregate amount of the Incremental Term Loans and the Additional Revolving Facilities incurred after the Tranche B-1 Funding Date shall not exceed $370,000,000; provided that the aggregate amount of Additional Revolving Facilities incurred after the Tranche B-1 Funding Date shall not exceed $75,000,000. In no event shall the Incremental Facilities be used for any purpose other than for the purposes set forth in Section 6.02. Notwithstanding anything herein to the contrary, in lieu of requesting Incremental Term Loans or an Additional Revolving Facility, the Borrower may issue first lien notes on a pari passu basis (the “Pari Passu First Lien Notes”), second lien notes (the “Incremental Second Lien Notes”) or unsecured notes (the “Incremental Unsecured Notes”), subject to, in the case of Pari Passu First Lien Notes and Incremental Second Lien Notes, an intercreditor agreement reasonably satisfactory to the Administrative Agent, establish additional which Pari Passu First Lien Notes, Incremental Second Lien Notes and/or Incremental Unsecured Notes shall be treated the same as Incremental Term Loans for the purposes of this Agreement; provided that in no event will the aggregate amount of Incremental Term Loans, Additional Revolving Facilities, Pari Passu First Lien Notes, Incremental Second Lien Notes and Incremental Unsecured Notes incurred after the Tranche B-1 Funding Date exceed $370,000,000. (b) The following terms shall apply to any Incremental Term Loans and any Additional Revolving Facilities established pursuant to an Incremental Amendment: (i) such Incremental Term Loans and the borrowings under such Additional Revolving Facilities shall rank pari passu in right of payment and of security with the Revolving Loans and the Term Loans, (ii) the maturity date of such Incremental Term Loans shall not be earlier than the Maturity Date of the existing Term Loans, (iii) the Weighted Average Life to Maturity of such Incremental Term Loans is not less than the remaining Weighted Average Life to Maturity of the exiting Term Loans, (iv) the applicable yield relating to any term loans or revolving loans incurred pursuant to such Incremental Amendment (each facility thereunder, the “Incremental Facility”), as applicable, shall not be greater than that with respect to the existing Term Loans or existing Revolving Credit Commitments, as applicable, plus 0.50% per annum (or, in the case of any Incremental Facility consisting of fixed rate notes, 1.00% per annum) unless the yield applicable to the existing Term Loans or existing Revolving Credit Commitments, as applicable, is increased so that the yield applicable to the applicable Incremental Facility does not exceed the yield applicable to the existing Term Loans or existing Revolving Credit Commitments, by more than 0.50% per annum (or, in the case of any Incremental Facility consisting of fixed rate notes, 1.00% per annum); provided that in determining the yield applicable to the existing Term Loans or existing Revolving Credit Commitments, as applicable, and the applicable Incremental Facility, (A) original issue discount (“OID”) or upfront fees (which shall be deemed to constitute like amounts of OID) payable by the Borrower to the Lenders of the existing Term Loans or existing Revolving Credit Commitments, 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), (B) customary arrangement or commitment fees payable to the joint bookrunners (or their affiliates) in connection with the existing Term Loans or existing Revolving Credit Commitments, as applicable, or to one or more arrangers (or their affiliates) of the applicable Incremental Facility shall be excluded, (C) if the Eurodollar Base Rate in respect of such Incremental Facility includes a floor greater than any such floor that may be applicable to the analogous existing credit facilities facility, such increased amount shall be equated to interest margin for purposes of determining any increase to the applicable yield under the analogous existing credit facility and (D) in the case of any Incremental Facility consisting of fixed rate notes, the comparable rate shall be determined by inclusion of the applicable US Treasury to LIBOR swap rate applied in customary fashion and (v) the revolving loans incurred pursuant to such Additional Revolving Facility will mature no earlier than, and will require no scheduled amortization or mandatory commitment reduction prior to, the Extended Revolving Credit Maturity Date and all other terms of any such Incremental Facility (except as set forth in the foregoing clauses) shall be substantially identical to the existing Revolving Credit Commitments or otherwise reasonably acceptable to the Administrative Agent. (c) Each notice from the Borrower pursuant to this Section 2.25(b) shall set forth (i) the requested amount and proposed terms of the relevant Incremental Term Loans or Additional Revolving Facilities and (ii) the date on which such the relevant increase is requested to become effective (which shall not be less than 10 Business Days nor more than 60 days after the date of such notice); provided, however, that notwithstanding anything to the contrary contained in this Agreement, no notice shall be required from the Borrower pursuant to Section 2.25 with respect to the Borrower’s request for the Tranche B-1 Loans and the First Incremental Revolving Commitment. Incremental Term Loans may be made, and Additional Revolving Facilities may be provided by any existing Lender (but each existing Lender will not have an obligation to make a portion of any Incremental Term Loan or any portion of any Additional Revolving Facility) or by any other bank or other financial institution that are Eligible Assignees (any such other bank or other financial institution being called an “Additional Lender”), provided that the Administrative Agent, and to the extent of an Additional Revolving Facility, the LC Issuer and/or Swing Line Lender, as applicable, shall have consented (not to be unreasonably withheld or delayed) to such Lender’s or Additional Lender’s making such Incremental Term Loans or providing such Additional Revolving Facilities (collectively, the “Incremental Credit FacilitiesLenders”) by increasing to the USD extent any such consent would be required under Section 12.01 for an assignment of Loans or Revolving Credit Commitments, Primary Currency as applicable, to such Incremental Lender. Commitments in respect of Incremental Term Loans and Additional Revolving Facilities 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 Incremental Lender and the Administrative Agent. The Incremental Amendment shall be on the terms and pursuant to documentation to be determined by the Borrower and the Incremental Lenders providing the relevant Incremental Terms Loans or Secondary Currency Additional Revolving Commitments or establishing one or more new revolving loansFacilities, or some combination thereofas applicable; provided that: that to the extent such terms and documentation are not consistent with this Agreement (i) the aggregate amount of loans and commitments for all Incremental Loan Facilities established after the Closing Date hereunder shall not exceed Three Hundred Fifty Million Dollars ($350,000,000); NYDOCS02/1161559.5 51 EXECUTION COPY (ii) (A) no Default shall exist immediately before or immediately after giving effect thereto, (B) the Credit Parties shall be in compliance with the financial covenants under Section 8.09 after giving effect thereto on a Pro Forma Basis (assuming for purposes hereof that the entire amount of the Incremental Loan Facility is fully drawn and funded), (C) the representations and warranties of each Credit Party contained in Article VI shall be true and correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects as so qualified) on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier datepermitted by the foregoing clauses), in which case they shall be true and correct reasonably satisfactory to the Administrative Agent. The effectiveness of any Incremental Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in all material respects Section 4.01 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Amendment Effective Date under Section 4.02 (other than any representation changes to such legal opinions resulting from a change in law, change in fact or warranty qualified by materiality or Material Adverse Effect, which change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent). No Lender shall be true and correct obligated to provide any Incremental Term Loans or Additional Revolving Facilities, unless it so agrees. (d) Upon each increase in all respects as so qualified) as of such earlier date, and except that the Revolving Credit Commitments (which for purposes of this Section 2.01(d), the representations and warranties contained in subsections (a2.25(d) and (b) of Section 6.05 shall be deemed to refer to the most recent statements furnished include any new revolving commitments provided under an Incremental Amendment) pursuant to clauses (a) and (b)this Section 2.25, respectively, of Section 7.01, and (D) the Credit Parties shall demonstrate compliance with the sizing condition for the Incremental Loan Facility in clause (i) hereinabove; each Revolving Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Incremental Lender providing a portion of the Additional Revolving Facility (iii) EWI each, an “Additional Revolving Facility Lender”), and each such Additional Revolving Facility Lender will provide automatically and without further act be deemed to have assumed (A) in the case of an increase to the Revolving Loans only), a compliance certificate from a Responsible Officer confirming that no Default shall exist immediately before or immediately portion of such Revolving 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 establishment percentage of the Incremental aggregate outstanding (A) participations hereunder in Letters of Credit and (B) participations hereunder in Swing Line Loans held by each Revolving Lender (including each such Additional Revolving Facility Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Additional Revolving Facility Lenders represented by such Additional Revolving Facility Lender’s Revolving Credit Commitment and (ii) if, on the date of such increase, there are any Revolving Loans under the applicable facility outstanding, such Revolving Credit Loans shall on or prior to the effectiveness of such Additional Revolving Credit Facility be prepaid from the proceeds of additional Revolving Loans made hereunder (reflecting such increase in Revolving Credit Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Loans being prepaid and demonstrating compliance any costs incurred by any Lender in accordance with Section 3.04. The Administrative Agent and the financial covenants hereunder after giving effect 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. (e) The Administrative Agent is hereby irrevocably authorized to effect such amendments to this Agreement as are required to effectuate the terms of any Incremental Credit Facility (assumingAmendment to the extent such terms are permitted under this Section 2.25. Notwithstanding the foregoing, for purposes hereof, that the Incremental Credit Facility is fully drawn and funded), and (b) supporting resolutions, legal opinions, promissory notes and other items as may be reasonably required by each of the Administrative Agent and the Collateral Agent shall have the right (but not the obligation) to seek the advice or concurrence of the Required Lenders providing the commitments for the Incremental Credit Facility; (iv) lenders providing loans and commitments for such Incremental Loan Facility will provide a Lender Joinder Agreement and such other agreements reasonably acceptable with respect to the Administrative Agent; and (v) upfront and/or arrangement feesany matter contemplated by this Section 2.25 and, if any, in respect of the new commitments or loans so established, shall be paid. In connection with establishment of any Incremental Credit Facility, (A) none of the Lenders or their affiliates shall have any obligation to provide commitments or loans for any Incremental Credit Facility without their prior written approval, (B) neither either the Administrative Agent nor or the Collateral Agent seeks such advice or concurrence, it shall be permitted to enter into such amendments with the Borrower in accordance with any Arranger instructions actually received by such Required Lenders and shall also be entitled to refrain from entering into such amendments with the Borrower unless and until it shall have any responsibility received such advice or concurrence if the Administrative Agent reasonably determines that such concurrence is required under the terms of this Agreement; provided, however, that whether or not there has been a request by the Administrative Agent or the Collateral Agent for arranging any such additional commitments without their prior written consent advice or concurrence, all such amendments entered into with the Borrower by the Administrative Agent or the Collateral Agent hereunder shall be binding and subject to such conditions, including fee arrangements, as they may provide in connection therewith and (C) Schedule 2.01 will be deemed to be revised to reflect conclusive on the Lenders. (f) This Section 2.25 shall supersede any provisions in Section 2.24(a), Loans, Commitments and pro rata shares after giving effect 11.01 or 8.02 to establishment of any Incremental Credit Facility. NYDOCS02/1161559.5 52the contrary.

Incremental Credit Facilities. At any time on or after the Closing First Amendment Effective Date, EWI the Borrower may, on at any time, upon written notice to the Administrative Agent, establish additional credit facilities (collectively, the “Incremental Credit Facilities”) by increasing the USD Revolving Commitments, Primary Currency Aggregate Revolving Commitments or Secondary Currency Revolving Commitments or and/or establishing one (1) or more new revolving loansadditional term loans (each such term loan, or some combination thereofan “Additional Term Loan” and, together with the Term Loan A and any other Additional Term Loans, collectively, the “Term Loans”) at any time prior to the date that is six (6) months prior to the Maturity Date; provided that: , in any such case: (i) the aggregate amount of loans and commitments for all Incremental Loan Credit Facilities established on or after the Closing First Amendment Effective Date hereunder as an Incremental Credit Facility shall not exceed Three Hundred Fifty Million Dollars ($350,000,000); NYDOCS02/1161559.5 51 EXECUTION COPY (iidetermined on the date such Incremental Credit Facilities are established) the greater of (A) no Default shall exist immediately before or immediately ONE HUNDRED FIFTY MILLION DOLLARS ($150,000,000) and (B) an aggregate amount such that, after giving effect thereto, (B) the to such Incremental Credit Parties shall be in compliance with the financial covenants under Section 8.09 after giving effect thereto Facility on a Pro Forma Basis (assuming for purposes hereof hereof, that the entire amount of the Incremental Loan Facility incremental commitments is fully drawn and funded), the Consolidated Senior Secured Leverage Ratio does not exceed 2.25:1.00; (ii) any increase in the Aggregate Revolving Commitments or the principal amount of any Additional Term Loan established under this Section shall be in a principal amount of at least $10,000,000 and integral multiples of $1,000,000 in excess thereof; (iii) any increase in the Aggregate Revolving Commitments under this Section shall have terms identical to those for the Revolving Loans under Section 2.01(a), except for fees payable to the Lenders providing commitments for such Incremental Credit Facility; (iv) any Additional Term Loan established under this Section 2.01 (A) will be made in Dollars and may consist of Base Rate Loans or Eurodollar Rate Loans as further provided herein, (B) will have a final maturity date that is coterminous with or later than the Maturity Date, with no more than fifty percent (50%) of the principal amount of such Additional Term Loan being amortized prior to the Maturity Date, (C) will be subject to the representations and warranties mandatory prepayment provisions (including provisions regarding the application of each Credit Party mandatory prepayments) that are contained in Article VI Section 2.05(b), (D) may have pricing that is higher than pricing currently applicable to the Revolving Loans; provided, that with respect to any such Additional Term Loan with a weighted life to maturity that is within one (1) year of the Maturity Date, if the all-in-yield, after giving effect to any offering of such Additional Term Loan at a discount from par or any fees paid to the Lenders in connection therewith, exceeds the all-in-yield (as reasonably determined by the Administrative Agent) with respect to the Revolving Loans or any other Term Loan then in existence by more than fifty basis points (0.50%), then the Applicable Percentage shall be true increased to the extent necessary to cause the all-in-yield with respect the Revolving Loans and/or such other Term Loans to be no more than fifty basis points (0.50%) less than the all-in-yield with respect to such Additional Term Loan (with the amount and correct manner of such increase to be determined by the Administrative Agent, in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effectaccordance with the foregoing, which shall be true and correct in all respects as so qualified) on and as of the date of such effectiveness of the applicable Incremental Credit Extension, except to Facility) and (E) will have covenants that are the extent same as or no more restrictive than the covenants contained in this Credit Agreement as of the date that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects Additional Term Loan is established (other than any representation restrictive covenant that would apply after the Maturity Date (as such Maturity Date may be extended from time to time)). (v) no Default or warranty qualified by materiality Event of Default shall have occurred and be continuing, or Material Adverse Effect, which shall be true and correct in all respects as so qualified) as of would result after giving effect to any such earlier date, and except that for purposes of this Section 2.01(d), the representations and warranties contained in subsections Incremental Credit Facility; (a) and (b) of Section 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.01, and (Dvi) the Credit Parties shall demonstrate compliance with the sizing condition for establishment of the Incremental Loan Facility Credit Facilities and the extension of credit thereunder are subject to satisfaction of the conditions to all Credit Extensions in clause Section 5.02; (ivii) hereinabove; (iii) EWI the Borrower will provide (A) a compliance certificate from a Responsible Officer confirming that no Default shall exist immediately before or immediately after giving effect to the establishment of the Incremental Credit Facility and demonstrating compliance with the financial covenants hereunder after giving effect to the Incremental Credit Facility on a Pro Forma Basis (assuming, assuming for purposes hereof, that the Incremental Credit Facility amount of the incremental commitments is fully drawn and funded), and (bB) supporting resolutions, legal opinions, promissory notes and other items as may be reasonably required by the Administrative Agent and the Lenders providing the loans and commitments for the Incremental Credit Facility; ; (ivviii) lenders any new Lender providing loans and commitments for such the Incremental Loan Credit Facilities must be reasonably acceptable to the Borrower and the Administrative Agent, and any Lender (including any new Lender) providing commitments for any increase in the Aggregate Revolving Commitments must also be reasonably acceptable to the L/C Issuer and the Swingline Lender; (ix) Lenders providing loans and commitments for the Incremental Credit Facility will provide a duly executed Lender Joinder Agreement and such other agreements reasonably acceptable to the Administrative Agent; and Agreement; (vx) upfront and/or fees and arrangement fees, if any, in respect of the new commitments or loans so established, shall have been paid; (xi) if any Revolving Loans are outstanding at the time of any increase in the Aggregate Revolving Commitments pursuant to this Section, the Borrower will make such payments and adjustments on the Revolving Loans (including payment of any break-funding amounts owing under Section 3.05) as may be paidnecessary to give effect to the revised commitment amounts and percentages, it being agreed that the Administrative Agent shall, in consultation with the Borrower, manage the allocation of the revised commitments percentages to the existing Eurocurrency Rate Loans in such a manner as to minimize the break-funding amounts so payable by the Borrower; (xii) the Administrative Agent shall have received all documents (including resolutions of the board of directors of the Borrower and the Guarantors) it may reasonably request relating to the corporate or other necessary authority for such increase or establishment of any Additional Term Loan and the validity of such increase in the Aggregate Revolving Commitments or establishment of an Additional Term Loan, and any other matters relevant thereto, all in form and substance reasonably satisfactory to the Administrative Agent; provided, however that consent of the existing Lenders shall not be required to consummate the transactions contemplated pursuant to this Section 2.01(c); provided, further that necessary modifications of this Credit Agreement will be consummated as set forth in Section 11.01(g); and (xiii) notwithstanding anything to the contrary herein, if the proceeds of any Additional Term Loan established under this Section 2.01 are being used to finance a Permitted Acquisition, at the option of the lenders providing such Additional Term Loan, the documentation thereto may modify such restrictions relating to the funding conditions of such Additional Term Loan in a manner consistent with customary “Sungard” or other “certain funds” provisions; provided, that, in no case shall an Event of Default under Section 9.01(a) or 9.01(e) have occurred and be continuing, or would result after giving effect to any such Additional Term Loan. In connection with establishment of any Incremental Credit Facility, (A) none of the Lenders or their affiliates Affiliates shall have any obligation to provide commitments or loans for any Incremental Credit Facility without their prior written approval, (B) neither none of the Administrative Agent nor any Arranger Agent, the Joint Lead Arrangers or the Lead Lenders shall have any responsibility for arranging any such additional commitments without their prior written consent and subject to such conditions, including fee arrangements, as they may provide in connection therewith and (C) Schedule 2.01 will be deemed to be revised to reflect the Lenders, Loans, Commitments and pro rata shares after giving effect to establishment of any Incremental Credit Facility. NYDOCS02/1161559.5 52.

Incremental Credit Facilities. At any time on or after the Closing Date, EWI the Borrower may, on at any time, upon written notice to the Administrative Agent, establish additional credit facilities (collectively, the “Incremental Credit Facilities”) by increasing the USD Revolving Commitments, Primary Currency Aggregate Revolving Commitments or Secondary Currency Revolving Commitments or and/or establishing one (1) or more new revolving loansterm loans (each such term loan, or some combination thereofa “Term Loan” and collectively the “Term Loans”) at any time prior to the date that is six (6) months prior to the Maturity Date; provided that: , in any such case: (i) the aggregate amount of loans and commitments for all Incremental Loan Credit Facilities established on or after the Closing Date hereunder as an Incremental Credit Facility shall not exceed Three Hundred Fifty Million Dollars SEVENTY-FIVE MILLION DOLLARS ($350,000,00075,000,000) (for Aggregate Revolving Commitments and Term Loans of up to THREE HUNDRED MILLION DOLLARS ($300,000,000); NYDOCS02/1161559.5 51 EXECUTION COPY ; (ii) any increase in the Aggregate Revolving Commitments or the principal amount of any Term Loan established under this Section shall be in a principal amount of at least $10,000,000 and integral multiples of $1,000,000 in excess thereof; (iii) any increase in the Aggregate Revolving Commitments under this Section shall have terms identical to those for the Revolving Loans under Section 2.01(a), except for fees payable to the Lenders providing commitments for such Incremental Credit Facility; (iv) any Term Loan established under this Section 2.01 (A) no Default shall exist immediately before will be made in Dollars and may consist of Base Rate Loans or immediately after giving effect theretoEurodollar Rate Loans as further provided herein, (B) will have a final maturity date that is coterminous with or later than the Credit Parties shall Maturity Date, with no more than fifty percent (50%) of the principal amount of such Term Loan being amortized prior to the Maturity Date, (C) will be subject to the mandatory prepayment provisions (including provisions regarding the application of mandatory prepayments) that are contained in compliance with Section 2.05(b), (D) may have pricing that is higher than pricing currently applicable to the financial covenants under Section 8.09 Revolving Loans; provided, that if the all-in-yield, after giving effect thereto on to any offering of such Term Loan at a Pro Forma Basis discount from par or any fees paid to the lenders in connection therewith, exceeds the all-in-yield (as reasonably determined by the Administrative Agent) with respect to the Revolving Loans by more than fifty basis points (0.50%), then the Applicable Percentage shall be increased to the extent necessary to cause the all-in-yield with respect the Revolving Loans to be no more than fifty basis points (0.50%) less than the all-in-yield with respect to such Term Loan (with the amount and manner of such increase to be determined by the Administrative Agent, in accordance with the foregoing, as of the date of effectiveness of the applicable Incremental Credit Facility) and (E) will have covenants that are the same as or no more restrictive than the covenants contained in this Credit Agreement as of the date that such Term Loan is established. (v) no Default or Event of Default shall have occurred and be continuing, or would result after giving effect to any such Incremental Credit Facility (assuming for purposes hereof hereof, that the entire amount of the applicable Incremental Loan Credit Facility is fully drawn and funded), ; (Cvi) the representations and warranties of each Credit Party contained in Article VI shall be true and correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects as so qualified) on and as establishment of the date Incremental Credit Facilities and the extension of such credit thereunder are subject to satisfaction of the conditions to all Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, Extensions in which case they shall be true and correct in all material respects Section 5.02; (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects as so qualified) as of such earlier date, and except that for purposes of this Section 2.01(d), the representations and warranties contained in subsections (a) and (b) of Section 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.01, and (Dvii) the Credit Parties shall demonstrate compliance with the sizing condition for the Incremental Loan Facility in clause (i) hereinabove; (iii) EWI Borrower will provide (A) a compliance certificate from a Responsible Officer confirming that no Default shall exist immediately before or immediately after giving effect to the establishment of the Incremental Credit Facility and demonstrating compliance with the financial covenants hereunder after giving effect to the Incremental Credit Facility on a Pro Forma Basis (assuming, assuming for purposes hereof, that the Incremental Credit Facility amount of the incremental commitments is fully drawn and funded), and (bB) supporting resolutions, legal opinions, promissory notes and other items as may be reasonably required by the Administrative Agent and the Lenders providing the loans and commitments for the Incremental Credit Facility; ; (ivviii) any new lender providing loans and commitments for the Incremental Credit Facilities must be reasonably acceptable to the Borrower and the Administrative Agent, and any new lender providing loans and commitments for any increase in the Aggregate Revolving Commitments must also be reasonably acceptable to the L/C Issuer and the Swingline Lender; (ix) lenders providing loans and commitments for such the Incremental Loan Credit Facility will provide a duly executed Lender Joinder Agreement and such other agreements reasonably acceptable to the Administrative Agent; and Agreement; (vx) upfront and/or fees and arrangement fees, if any, in respect of the new commitments or loans so established, shall have been paid; (xi) if any Revolving Loans are outstanding at the time of any increase in the Aggregate Revolving Commitments pursuant to this Section, the Borrower will make such payments and adjustments on the Revolving Loans (including payment of any break-funding amounts owing under Section 3.05) as may be paidnecessary to give effect to the revised commitment amounts and percentages, it being agreed that the Administrative Agent shall, in consultation with the Borrower, manage the allocation of the revised commitments percentages to the existing Eurocurrency Rate Loans in such a manner as to minimize the break-funding amounts so payable by the Borrower. (xii) the Administrative Agent shall have received all documents (including resolutions of the board of directors of the Borrower and the Guarantors) it may reasonably request relating to the corporate or other necessary authority for such increase or establishment of any Term Loan and the validity of such increase in the Aggregate Revolving Commitments or establishment of a Term Loan, and any other matters relevant thereto, all in form and substance reasonably satisfactory to the Administrative Agent; provided, however that consent of the existing Lenders shall not be required to consummate the transactions contemplated pursuant to this Section 2.01(b); provided, further that necessary modifications of this Credit Agreement will be consummated as set forth in Section 11.01(g). In connection with establishment of any Incremental Credit Facility, (A) none of the Lenders or their affiliates Affiliates shall have any obligation to provide commitments or loans for any Incremental Credit Facility without their prior written approval, (B) neither none of the Administrative Agent nor any Arranger Agent, the Joint Lead Arrangers or the Lead Lenders shall have any responsibility for arranging any such additional commitments without their prior written consent and subject to such conditions, including fee arrangements, as they may provide in connection therewith and (C) Schedule 2.01 will be deemed to be revised to reflect the Lenders, Loans, Commitments and pro rata shares after giving effect to establishment of any Incremental Credit Facility. NYDOCS02/1161559.5 52.

Incremental Credit Facilities. At any time on or after the Closing Date, EWI the Borrowers may, on written notice to the Administrative Agent, establish additional credit facilities (collectively, the “Incremental Credit Facilities”) by increasing the USD Aggregate Domestic Revolving CommitmentsCommitted Amount, Primary Currency the Aggregate F/X Revolving Commitments Committed Amount, the Aggregate Domestic and F/X Revolving Committed Amount, the Aggregate India Revolving Committed Amount or Secondary Currency Revolving Commitments the amount of the Tranche B Term Loan as provided in Section 2.01(f), or establishing one or more new revolving term loans, or some combination thereofthereof ; provided that: : (i) the aggregate amount of loans and commitments for all Incremental Loan Facilities established after the Closing Date hereunder shall not exceed Three Hundred Fifty Million Dollars ($350,000,000); NYDOCS02/1161559.5 51 EXECUTION COPY (ii) (A) no Default shall exist immediately before have occurred and be continuing or immediately shall result after giving effect thereto, to the Incremental Credit Facility; (Bii) the conditions to all Credit Parties Extensions in Section 5.02 shall be in compliance with the financial covenants under Section 8.09 after giving effect thereto on a Pro Forma Basis (assuming for purposes hereof that the entire amount of the Incremental Loan Facility is fully drawn and funded), (C) the representations and warranties of each Credit Party contained in Article VI shall be true and correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects as so qualified) on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects as so qualified) as of such earlier date, and except that for purposes of this Section 2.01(d), the representations and warranties contained in subsections (a) and (b) of Section 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.01, and (D) the Credit Parties shall demonstrate compliance with the sizing condition for the Incremental Loan Facility in clause (i) hereinabove; have been satisfied; (iii) EWI will provide (A) a compliance certificate from a Responsible Officer confirming that no Default shall exist immediately before or immediately after giving effect to the establishment of the Incremental Credit Facility and demonstrating compliance with the financial covenants hereunder after giving effect to the Incremental Credit Facility (assuming, for purposes hereof, that the Incremental Credit Facility is fully drawn and funded), and (b) supporting resolutions, legal opinions, promissory notes and other items as may be reasonably required by the Administrative Agent and the Lenders providing the commitments for the Incremental Credit Facility; ; (iv) lenders providing loans and commitments for such Incremental Loan Facility will provide a Lender Joinder Agreement and such other agreements reasonably acceptable to the Administrative Agent; and (v) upfront and/or arrangement fees, if any, in respect of the new commitments or loans so established, shall be paid; (v) to the extent reasonably necessary in the judgment of the Administrative Agent, amendments to each of the Collateral Documents, if any, and related documents or agreements shall have been made, in each case in a manner satisfactory to the Administrative Agent. In connection with establishment of any Incremental Credit Facility, (A) none of the Lenders or their affiliates shall have any obligation to provide commitments or loans for any Incremental Credit Facility without their prior written approval, (B) neither the Administrative Agent nor any the Arranger shall have any responsibility for arranging any such additional commitments without their prior written consent and subject to such conditions, including fee arrangements, as they may provide in connection therewith and (C) Schedule 2.01 will be deemed to be revised to reflect the Lenders, Loans, Commitments and pro rata shares after giving effect to establishment of any Incremental Credit Facility. NYDOCS02/1161559.5 52.

Incremental Credit Facilities. At (I) The Borrower may at any time on or from time to time after the Closing Amendment Effective Date, EWI may, on written by notice to the Administrative AgentAgent (whereupon the Administrative Agent shall promptly make available to each of the Lenders), establish request (i) one or more additional credit facilities tranches or additions to an existing tranche of term loans (collectively, the “Incremental Credit FacilitiesTerm Loans”) by increasing the USD Revolving Commitments, Primary Currency Revolving Commitments or Secondary Currency Revolving Commitments or establishing (ii) one or more new revolving loans, or some combination thereof; provided that: (i) increases in the aggregate amount of loans and the Revolving Credit Commitments on the same terms as the Revolving Loans or the establishment of one or more revolving credit commitments for all Incremental Loan Facilities established after the Closing Date hereunder shall not exceed Three Hundred Fifty Million Dollars ($350,000,000each such increase or new commitments, an “Additional Revolving Facility”); NYDOCS02/1161559.5 51 EXECUTION COPY (ii) , provided that (A) both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below, no Default or Unmatured Default shall exist immediately before or immediately and at the time that any such Incremental Term Loan is made (and after giving effect thereto) no Default or Unmatured Default shall exist, (B) if such Incremental Facility is to become effective prior to the Credit Parties Revolver Termination Date, the Borrower shall be in compliance with the financial covenants under set forth in Section 8.09 after giving effect thereto 6.22 determined on a Pro Forma Basis (assuming for purposes hereof that the entire amount pro forma basis as of the last day of the date of the most-recently ended fiscal quarter, in each case, as if such Incremental Loan Term Loans or any borrowings under any such Additional Revolving Facility, as applicable, had been outstanding on the last day of such fiscal quarter of the Borrower for testing compliance therewith; provided that any Additional Revolving Facility is shall be tested as fully drawn and funded)drawn, (C) the representations and warranties of each Credit Party contained in Article VI First Lien Leverage Ratio calculated on a pro forma basis shall be true and correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects as so qualified) on and not exceed 3.0 to 1.0 as of the date last day of the most-recently ended period of four consecutive fiscal quarters of the Borrower for which financial statements are internally available (calculated as if such Incremental Term Loans or borrowings under any such Additional Revolving Facilities (in an amount equal to the full amount of such Credit ExtensionAdditional Revolving Facilities), except to the extent as applicable, had been outstanding on such last day; provided that such representations and warranties specifically refer to an earlier date, in which case they any Additional Revolving Facility shall be true and correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects tested as so qualifiedfully drawn) as of such earlier date, and except that for purposes of this Section 2.01(d), the representations and warranties contained in subsections (a) and (b) of Section 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.01, and (D) the Credit Parties Borrower shall demonstrate have delivered a certificate of a Financial Officer to the effect set forth in clauses (A), (B) and (C) above, together with reasonably detailed calculations demonstrating compliance with clauses (B) and (C) above, if applicable, (which calculations shall, if made as of the sizing condition last day of any fiscal quarter of the Borrower for which the Borrower has not delivered to the Administrative Agent the financial statements and compliance certificate required to be delivered by Section 6.01(d), be accompanied by a reasonably detailed calculation of Consolidated EBITDA and Consolidated Interest Expense for the relevant period). Each tranche of Incremental Loan Term Loans shall be in an aggregate principal amount that is not less than $10,000,000 and each Additional Revolving Facility shall be in clause an aggregate principal amount that is not less than $5,000,000, and in all cases shall be in an increment of $1,000,000 (i) hereinabove; (iii) EWI will provide (A) a compliance certificate from a Responsible Officer confirming provided that no Default shall exist immediately before such amount may be less than $10,000,000 or immediately after giving effect $5,000,000, as applicable, if such amount represents all remaining availability under the limit set forth in the next sentence). Notwithstanding anything to the establishment contrary herein, the aggregate amount of the Incremental Credit Facility Term Loans and demonstrating compliance with the financial covenants hereunder after giving effect Additional Revolving Facilities shall not exceed $500,000,000; provided that the aggregate amount of Additional Revolving Facilities shall not exceed $75,000,000. In no event shall the Incremental Facilities be used for any purpose other than for the purposes set forth in Section 6.02. Notwithstanding anything herein to the contrary, in lieu of requesting Incremental Credit Facility Term Loans or an Additional Revolving Facility, the Borrower may issue first lien notes on a pari passu basis (assuming, for purposes hereof, that the Incremental Credit Facility is fully drawn and funded“Pari Passu First Lien Notes”), second lien notes (the “Incremental Second Lien Notes”) or unsecured notes (the “Incremental Unsecured Notes”), subject to, in the case of Pari Passu First Lien Notes and (b) supporting resolutionsIncremental Second Lien Notes, legal opinions, promissory notes and other items as may be an intercreditor agreement reasonably required by the Administrative Agent and the Lenders providing the commitments for the Incremental Credit Facility; (iv) lenders providing loans and commitments for such Incremental Loan Facility will provide a Lender Joinder Agreement and such other agreements reasonably acceptable satisfactory to the Administrative Agent; and (v) upfront , which Pari Passu First Lien Notes, Incremental Second Lien Notes and/or arrangement fees, if any, in respect of the new commitments or loans so established, Incremental Unsecured Notes shall be paid. In connection with establishment treated the same as Incremental Term Loans for the purposes of any this Agreement; provided that in no event will the aggregate amount of Incremental Credit Facility, (A) none of the Lenders or their affiliates shall have any obligation to provide commitments or loans for any Incremental Credit Facility without their prior written approval, (B) neither the Administrative Agent nor any Arranger shall have any responsibility for arranging any such additional commitments without their prior written consent and subject to such conditions, including fee arrangements, as they may provide in connection therewith and (C) Schedule 2.01 will be deemed to be revised to reflect the Lenders, Term Loans, Commitments Additional Revolving Facilities, Pari Passu First Lien Notes, Incremental Second Lien Notes and pro rata shares after giving effect to establishment of any Incremental Credit Facility. NYDOCS02/1161559.5 52Unsecured Notes exceed $500,000,000.

Incremental Credit Facilities. At any time on or after the Closing First Amendment Effective Date, EWI the Borrower may, on at any time, upon written notice to the Administrative Agent, establish additional credit facilities (collectively, the “Incremental Credit Facilities”) by increasing the USD Revolving Commitments, Primary Currency Aggregate Revolving Commitments or Secondary Currency Revolving Commitments or and/or establishing one (1) or more new revolving loansadditional term loans (each such term loan, or some combination thereofan “Additional Term Loan” and, together with the Term Loan A and any other Additional Term Loans, collectively, the “Term Loans”) at any time prior to the date that is six (6) months prior to the Maturity Date; provided that: , in any such case: (i) the aggregate amount of loans and commitments for all Incremental Loan Credit Facilities established after the Closing First Amendment Effective Date hereunder as an Incremental Credit Facility shall not exceed Three Hundred Fifty Million Dollars (determined on the date such Incremental Credit Facilities are established) the sum of (A) THREE HUNDRED FIFTY MILLION DOLLARS ($350,000,000); NYDOCS02/1161559.5 51 EXECUTION COPY ) and (iiB) (A) no Default shall exist immediately before or immediately an aggregate amount such that, after giving effect thereto, (B) the to such Incremental Credit Parties shall be in compliance with the financial covenants under Section 8.09 after giving effect thereto Facility on a Pro Forma Basis (assuming for purposes hereof hereof, that the entire amount of the Incremental Loan Facility incremental commitments is fully drawn and funded), the Consolidated Senior Secured Net Leverage Ratio does not exceed 2.25:1.00, it being understood and agreed that any Incremental Credit Facilities so incurred or implemented shall be deemed to have been incurred or implemented under clause (B) prior to clause (A) above; (ii) any increase in the Aggregate Revolving Commitments or the principal amount of any Additional Term Loan established under this Section 2.01 shall be in a principal amount of at least $10,000,000 and integral multiples of $1,000,000 in excess thereof; (iii) any increase in the Aggregate Revolving Commitments under this Section 2.01 shall have terms identical to those for the Revolving Loans under Section 2.01(a), except for fees payable to the Lenders providing commitments for such Incremental Credit Facility; (iv) any Additional Term Loan established under this Section 2.01 (A) will be made in Dollars and may consist of Base Rate Loans or Eurodollar Rate Loans as further provided herein, (B) will have a final maturity date that is coterminous with or later than the Maturity Date, with no more than fifty percent (50%) of the principal amount of such Additional Term Loan being amortized prior to the Maturity Date, (C) will be subject to the representations and warranties mandatory prepayment provisions (including provisions regarding the application of each Credit Party mandatory prepayments) that are contained in Article VI Section 2.05(b), (D) may have pricing that is higher than pricing currently applicable to the Revolving Loans; provided, that with respect to any such Additional Term Loan with a weighted life to maturity that is within one (1) year of the Maturity Date, if the all-in-yield, after giving effect to any offering of such Additional Term Loan at a discount from par or any fees paid to the Lenders in connection therewith, exceeds the all-in-yield (as reasonably determined by the Administrative Agent) with respect to the Revolving Loans or any other Term Loan then in existence by more than fifty basis points (0.50%), then the Applicable Percentage shall be true increased to the extent necessary to cause the all-in-yield with respect the Revolving Loans and/or such other Term Loans to be no more than fifty basis points (0.50%) less than the all-in-yield with respect to such Additional Term Loan (with the amount and correct manner of such increase to be determined by the Administrative Agent, in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effectaccordance with the foregoing, which shall be true and correct in all respects as so qualified) on and as of the date of such effectiveness of the applicable Incremental Credit Extension, except to Facility) and (E) will have covenants that are the extent same as or no more restrictive than the covenants contained in this Credit Agreement as of the date that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects Additional Term Loan is established (other than any representation restrictive covenant that would apply after the Maturity Date (as such Maturity Date may be extended from time to time)); (v) no Default or warranty qualified by materiality Event of Default shall have occurred and be continuing, or Material Adverse Effect, which shall be true would result after giving effect to any such Incremental Credit Facility; (vi) the establishment of the Incremental Credit Facilities and correct the extension of credit thereunder are subject to satisfaction (or waiver in all respects as so qualified) as of such earlier date, and except that for purposes of this accordance with Section 2.01(d), the representations and warranties contained in subsections (a) and (b11.01) of the conditions to all Credit Extensions in Section 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses 5.02; (a) and (b), respectively, of Section 7.01, and (Dvii) the Credit Parties shall demonstrate compliance with the sizing condition for the Incremental Loan Facility in clause (i) hereinabove; (iii) EWI Borrower will provide (A) a compliance certificate from a Responsible Officer confirming that no Default shall exist immediately before or immediately after giving effect to the establishment of the Incremental Credit Facility and demonstrating compliance with the financial covenants hereunder after giving effect to the Incremental Credit Facility on a Pro Forma Basis (assuming, assuming for purposes hereof, that the Incremental Credit Facility amount of the incremental commitments is fully drawn and funded), and (bB) supporting resolutions, legal opinions, promissory notes and other items as may be reasonably required by the Administrative Agent and the Lenders providing the loans and commitments for the Incremental Credit Facility; ; (ivviii) lenders any new Lender providing loans and commitments for such the Incremental Loan Credit Facilities must be acceptable to the Borrower and the Administrative Agent, and any Lender (including any new Lender) providing commitments for any increase in the Aggregate Revolving Commitments must also be reasonably acceptable to the L/C Issuer and the Swingline Lender; (ix) Lenders providing loans and commitments for the Incremental Credit Facility will provide a duly executed Lender Joinder Agreement and such other agreements reasonably acceptable to the Administrative Agent; and Agreement; (vx) upfront and/or fees and arrangement fees, if any, in respect of the new commitments or loans so established, shall have been paid; (xi) if any Revolving Loans are outstanding at the time of any increase in the Aggregate Revolving Commitments pursuant to this Section 2.01, the Borrower will make such payments and adjustments on the Revolving Loans (including payment of any break-funding amounts owing under Section 3.05) as may be paidnecessary to give effect to the revised commitment amounts and percentages, it being agreed that the Administrative Agent shall, in consultation with the Borrower, manage the allocation of the revised commitments percentages to the existing Eurodollar Rate Loans in such a manner as to minimize the break-funding amounts so payable by the Borrower; and (xii) the Administrative Agent shall have received all documents (including resolutions of the board of directors of the Borrower and the Guarantors) it may reasonably request relating to the corporate or other necessary authority for such increase or establishment of any Additional Term Loan and the validity of such increase in the Aggregate Revolving Commitments or establishment of an Additional Term Loan, and any other customary matters relevant thereto, all in form and substance reasonably satisfactory to the Administrative Agent; provided, however that consent of the existing Lenders shall not be required to consummate the transactions contemplated pursuant to this Section 2.01(c); provided, further, that necessary modifications of this Credit Agreement will be consummated as set forth in Section 11.01(g). In connection with establishment of any Incremental Credit Facility, (A) none of the Lenders or their affiliates Affiliates shall have any obligation to provide commitments or loans for any Incremental Credit Facility without their prior written approval, (B) neither none of the Administrative Agent nor any Arranger Agent, the Joint Lead Arrangers or the Lead Lenders shall have any responsibility for arranging any such additional commitments without their prior written consent and subject to such conditions, including fee arrangements, as they may provide in connection therewith and (C) Schedule 2.01 will be deemed to be revised to reflect the Lenders, Loans, Commitments and pro rata shares after giving effect to establishment of any Incremental Credit Facility. NYDOCS02/1161559.5 52.

Incremental Credit Facilities. At (a) The Borrower may at any time on or from time to time after the Closing Effective Date, EWI mayby notice to the Administrative Agent (whereupon the Administrative Agent shall promptly make available to each of the Lenders), request (i) one or more additional tranches or additions to an existing tranche of term loans (the “Incremental Term Loans”) or (ii) one or more increases in the amount of the Revolving Credit Commitments on written notice the same terms as the Revolving Loans or the establishment of one or more revolving credit commitments (each such increase or new commitments, an “Additional Revolving Facility”), provided that (A) both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below, no Default or Unmatured Default shall exist and at the time that any such Incremental Term Loan is made (and after giving effect thereto) no Default or Unmatured Default shall exist, (B) the Borrower shall be in compliance with the covenants set forth in Section 6.22 determined on a pro forma basis as of the last day of the date of the most-recently ended fiscal quarter, in each case, as if such Incremental Term Loans or any borrowings under any such Additional Revolving Facility, as applicable, had been outstanding on the last day of such fiscal quarter of the Borrower for testing compliance therewith; provided that any Additional Revolving Facility shall be tested as fully drawn, (C) the First Lien Leverage Ratio calculated on a pro forma basis shall not exceed (I) 2.5 to 1.0 if the proceeds from the Incremental Facilities are used to prepay, repay or redeem the Second Lien Notes, including any premiums payable in connection therewith, or (II) 2.0 to 1.0 if the proceeds from the Incremental Facilities are used for any other permissible purpose, in each case as of the last day of the most-recently ended period of four consecutive fiscal quarters of the Borrower for which financial statements are internally available (calculated as if such Incremental Term Loans or borrowings under any such Additional Revolving Facilities (in an amount equal to the full amount of such Additional Revolving Facilities), as applicable, had been outstanding on such last day; provided that any Additional Revolving Facility shall be tested as fully drawn), (D) at any time in which the Intercreditor Agreement is in effect, (x) after giving effect to such Incremental Term Loans or borrowings under any such Additional Revolving Facilities, the aggregate principal amount of all Term Loans and the aggregate amount of Revolving Commitments (used and unused) at such time would not exceed the amount set forth in clause (a) of the definition of Maximum First Priority Obligations Amount as set forth in the Intercreditor Agreement and (y) the proceeds of such Incremental Term Loans or borrowings under any such Additional Revolving Facilities shall be used solely to prepay or redeem Second Lien Indebtedness to the extent such proceeds are required to be so used in order for the condition set forth in the preceding clause (x) to be satisfied, and (E) the Borrower shall have delivered a certificate of a Financial Officer to the effect set forth in clauses (A), (B) (C) and (D) above, together with reasonably detailed calculations demonstrating compliance with clauses (B) and (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 6.01(d), be accompanied by a reasonably detailed calculation of Consolidated EBITDA and Consolidated Interest Expense for the relevant period). Each tranche of Incremental Term Loans shall be in an aggregate principal amount that is not less than $10,000,000 and each Additional Revolving Facility shall be in an aggregate principal amount that is not less than $5,000,000, and in all cases shall be in an increment of $1,000,000 (provided that such amount may be less than $10,000,000 or $5,000,000, as applicable, if such amount represents all remaining availability under the limit set forth in the next sentence). Notwithstanding anything to the contrary herein, the aggregate amount of the Incremental Term Loans and the Additional Revolving Facilities shall not exceed $500,000,000; provided that the aggregate amount of Additional Revolving Facilities shall not exceed $50,000,000. In no event shall the Incremental Facilities be used for any purpose other than (i) for the purposes set forth in Section 6.02 or (ii) to prepay, repay or redeem Second Lien Indebtedness (including any premiums payable in connection therewith); provided that (A) no more than $250,000,000 of the Incremental Facilities shall be used for purposes other than prepaying, repaying or redeeming Second Lien Indebtedness and (B) any Additional Revolving Facility shall be used only for the purposes set forth in Section 6.02. Notwithstanding anything herein to the contrary, at any time after the Second Lien Indebtedness has been paid in full and the Intercreditor Agreement is no longer in effect (unless a replacement intercreditor agreement satisfactory to the Collateral Agent, the Borrower, the collateral agent (or Person performing a similar function) for the holders of the Pari Passu First Lien Notes (as defined below), and Deutsche Bank Trust Company Americas, as Trustee and Collateral Agent for the holders of the Second Lien Indebtedness, is entered into contemporaneously with the issuance of such Pari Passu First Lien Notes), in lieu of requesting Incremental Term Loans or an Additional Revolving Facility, the Borrower may issue first lien notes on a pari passu basis (the “Pari Passu First Lien Notes”), subject to an intercreditor agreement reasonably satisfactory to the Administrative Agent, establish additional which Pari Passu First Lien Notes shall be treated the same as Incremental Term Loans for the purposes of this Agreement; provided that in no event will the aggregate amount of Incremental Term Loans, Additional Revolving Facilities and such Pari Passu First Lien Notes exceed $500,000,000. (b) The following terms shall apply to any Incremental Term Loans and any Additional Revolving Facilities established pursuant to an Incremental Amendment: (i) such Incremental Term Loans and the borrowings under such Additional Revolving Facilities shall rank pari passu in right of payment and of security with the Revolving Loans and the Term Loans, (ii) the maturity date of such Incremental Term Loans shall not be earlier than the Maturity Date of the existing Term Loans, (iii) the Weighted Average Life to Maturity of such Incremental Term Loans is not less than the remaining Weighted Average Life to Maturity of the exiting Term Loans, (iv) the applicable yield relating to any term loans or revolving loans incurred pursuant to such Incremental Amendment (each facility thereunder, the “Incremental Facility”), as applicable, shall not be greater than that with respect to the existing Term Loans or existing Revolving Credit Commitments, as applicable, plus 0.50% per annum (or, in the case of any Incremental Facility consisting of fixed rate notes, 1.00% per annum) unless the yield applicable to the existing Term Loans or existing Revolving Credit Commitments, as applicable, is increased so that the yield applicable to the applicable Incremental Facility does not exceed the yield applicable to the existing Term Loans or existing Revolving Credit Commitments, by more than 0.50% per annum (or, in the case of any Incremental Facility consisting of fixed rate notes, 1.00% per annum); provided that in determining the yield applicable to the existing Term Loans or existing Revolving Credit Commitments, as applicable, and the applicable Incremental Facility, (A) original issue discount (“OID”) or upfront fees (which shall be deemed to constitute like amounts of OID) payable by the Borrower to the Lenders of the existing Term Loans or existing Revolving Credit Commitments, 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), (B) customary arrangement or commitment fees payable to the joint bookrunners (or their affiliates) in connection with the existing Term Loans or existing Revolving Credit Commitments, as applicable, or to one or more arrangers (or their affiliates) of the applicable Incremental Facility shall be excluded, (C) if the Eurodollar Base Rate in respect of such Incremental Facility includes a floor greater than the 1.00% applicable to the analogous existing credit facilities facility, such increased amount shall be equated to interest margin for purposes of determining any increase to the applicable yield under the analogous existing credit facility and (D) in the case of any Incremental Facility consisting of fixed rate notes, the comparable rate shall be determined by inclusion of the applicable US Treasury to LIBOR swap rate applied in customary fashion and (v) the revolving loans incurred pursuant to such Additional Revolving Facility will mature no earlier than, and will require no scheduled amortization or mandatory commitment reduction prior to, the Maturity Date of the existing Revolving Credit Commitments and all other terms of any such Incremental Facility (except as set forth in the foregoing clauses) shall be substantially identical to the existing Revolving Credit Commitments or otherwise reasonably acceptable to the Administrative Agent. (c) Each notice from the Borrower pursuant to this Section 2.25(b) shall set forth (i) the requested amount and proposed terms of the relevant Incremental Term Loans or Additional Revolving Facilities and (ii) the date on which such the relevant increase is requested to become effective (which shall not be less than 10 Business Days nor more than 60 days after the date of such notice). Incremental Term Loans may be made, and Additional Revolving Facilities may be provided by any existing Lender (but each existing Lender will not have an obligation to make a portion of any Incremental Term Loan or any portion of any Additional Revolving Facility) or by any other bank or other financial institution that are Eligible Assignees (any such other bank or other financial institution being called an “Additional Lender”), provided that the Administrative Agent, and to the extent of an Additional Revolving Facility, the LC Issuer and/or Swingline Lender, as applicable, shall have consented (not to be unreasonably withheld or delayed) to such Lender’s or Additional Lender’s making such Incremental Term Loans or providing such Additional Revolving Facilities (collectively, the “Incremental Credit FacilitiesLenders”) by increasing to the USD extent any such consent would be required under Section 12.01 for an assignment of Loans or Revolving Credit Commitments, Primary Currency as applicable, to such Incremental Lender. Commitments in respect of Incremental Term Loans and Additional Revolving Facilities 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 Incremental Lender and the Administrative Agent. The Incremental Amendment shall be on the terms and pursuant to documentation to be determined by the Borrower and the Incremental Lenders providing the relevant Incremental Terms Loans or Secondary Currency Additional Revolving Commitments or establishing one or more new revolving loansFacilities, or some combination thereofas applicable; provided that: that to the extent such terms and documentation are not consistent with this Agreement (i) the aggregate amount of loans and commitments for all Incremental Loan Facilities established after the Closing Date hereunder shall not exceed Three Hundred Fifty Million Dollars ($350,000,000); NYDOCS02/1161559.5 51 EXECUTION COPY (ii) (A) no Default shall exist immediately before or immediately after giving effect thereto, (B) the Credit Parties shall be in compliance with the financial covenants under Section 8.09 after giving effect thereto on a Pro Forma Basis (assuming for purposes hereof that the entire amount of the Incremental Loan Facility is fully drawn and funded), (C) the representations and warranties of each Credit Party contained in Article VI shall be true and correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects as so qualified) on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier datepermitted by the foregoing clauses), in which case they shall be true and correct reasonably satisfactory to the Administrative Agent. The effectiveness of any Incremental Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in all material respects Section 4.01 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Effective Date under Section 4.02 (other than any representation changes to such legal opinions resulting from a change in law, change in fact or warranty qualified by materiality or Material Adverse Effect, which change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent). No Lender shall be true and correct obligated to provide any Incremental Term Loans or Additional Revolving Facilities, unless it so agrees. (d) Upon each increase in all respects as so qualified) as of such earlier date, and except that the Revolving Credit Commitments (which for purposes of this Section 2.01(d), the representations and warranties contained in subsections (a2.25(d) and (b) of Section 6.05 shall be deemed to refer to the most recent statements furnished include any new revolving commitments provided under an Incremental Amendment) pursuant to clauses (a) and (b)this Section 2.25, respectively, of Section 7.01, and (D) the Credit Parties shall demonstrate compliance with the sizing condition for the Incremental Loan Facility in clause (i) hereinabove; each Revolving Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Incremental Lender providing a portion of the Additional Revolving Facility (iii) EWI each, an “Additional Revolving Facility Lender”), and each such Additional Revolving Facility Lender will provide automatically and without further act be deemed to have assumed (A) in the case of an increase to the Revolving Loans only), a compliance certificate from a Responsible Officer confirming that no Default shall exist immediately before or immediately portion of such Revolving Lender’s participations hereunder in outstanding Letters of Credit and Swingline Loans such that, after giving effect to each such deemed assignment and assumption of participations, the establishment percentage of the Incremental aggregate outstanding (A) participations hereunder in Letters of Credit and (B) participations hereunder in Swingline Loans held by each Revolving Credit Lender (including each such Additional Revolving Facility Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Additional Revolving Facility Lenders represented by such Additional Revolving Facility Lender’s Revolving Credit Commitment and (ii) if, on the date of such increase, there are any Revolving Loans under the applicable facility outstanding, such Revolving Credit Loans shall on or prior to the effectiveness of such Additional Revolving Credit Facility be prepaid from the proceeds of additional Revolving Loans made hereunder (reflecting such increase in Revolving Credit Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Loans being prepaid and demonstrating compliance any costs incurred by any Lender in accordance with Section 3.04. The Administrative Agent and the financial covenants hereunder after giving effect 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. (e) The Administrative Agent is hereby irrevocably authorized to effect such amendments to this Agreement as are required to effectuate the terms of any Incremental Credit Facility (assumingAmendment to the extent such terms are permitted under this Section 2.25. Notwithstanding the foregoing, for purposes hereof, that the Incremental Credit Facility is fully drawn and funded), and (b) supporting resolutions, legal opinions, promissory notes and other items as may be reasonably required by each of the Administrative Agent and the Collateral Agent shall have the right (but not the obligation) to seek the advice or concurrence of the Required Lenders providing the commitments for the Incremental Credit Facility; (iv) lenders providing loans and commitments for such Incremental Loan Facility will provide a Lender Joinder Agreement and such other agreements reasonably acceptable with respect to the Administrative Agent; and (v) upfront and/or arrangement feesany matter contemplated by this Section 2.25 and, if any, in respect of the new commitments or loans so established, shall be paid. In connection with establishment of any Incremental Credit Facility, (A) none of the Lenders or their affiliates shall have any obligation to provide commitments or loans for any Incremental Credit Facility without their prior written approval, (B) neither either the Administrative Agent nor or the Collateral Agent seeks such advice or concurrence, it shall be permitted to enter into such amendments with the Borrower in accordance with any Arranger instructions actually received by such Required Lenders and shall also be entitled to refrain from entering into such amendments with the Borrower unless and until it shall have any responsibility received such advice or concurrence; provided, however, that whether or not there has been a request by the Administrative Agent or the Collateral Agent for arranging any such additional commitments without their prior written consent advice or concurrence, all such amendments entered into with the Borrower by the Administrative Agent or the Collateral Agent hereunder shall be binding and subject to such conditions, including fee arrangements, as they may provide in connection therewith and (C) Schedule 2.01 will be deemed to be revised to reflect conclusive on the Lenders. (f) This Section 2.25 shall supersede any provisions in Section 2.24(a), Loans11.01, Commitments and pro rata shares after giving effect or 8.02 to establishment of any Incremental Credit Facility. NYDOCS02/1161559.5 52the contrary.

Incremental Credit Facilities. At (a) The Borrower may at any time on or from time to time after the Closing Effective Date, EWI mayby notice to the Administrative Agent (whereupon the Administrative Agent shall promptly make available to each of the Lenders), request (a) one or more additional tranches or additions to an existing tranche of term loans (the “Incremental Term Loans”) or (b) one or more increases in the amount of the Revolving Credit Commitments on written notice the same terms as the Revolving Loans or the establishment of one or more revolving credit commitments (each such increase or new commitments, an “Additional Revolving Facility”), provided that (i) both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below, no Default or Unmatured Default shall exist and at the time that any such Incremental Term Loan is made (and after giving effect thereto) no Default or Unmatured Default shall exist, (ii) the Borrower shall be in compliance with the covenants set forth in Section 6.22 determined on a pro forma basis as of the last day of the date of the most-recently ended fiscal quarter, in each case, as if such Incremental Term Loans or any borrowings under any such Additional Revolving Facility, as applicable, had been outstanding on the last day of such fiscal quarter of the Borrower for testing compliance therewith; provided that any Additional Revolving Facility shall be tested as fully drawn, (iii) the First Lien Leverage Ratio calculated on a pro forma basis shall not exceed (A) 2.5 to 1.0 if the proceeds from the Incremental Facilities are used to prepay, repay or redeem the Second Lien Notes, including any premiums payable in connection therewith, or (B) 2.0 to 1.0 if the proceeds from the Incremental Facilities are used for any other permissible purpose, in each case as of the last day of the most-recently ended period of four consecutive fiscal quarters of the Borrower for which financial statements are internally available (calculated as if such Incremental Term Loans or borrowings under any such Additional Revolving Facilities (in an amount equal to the full amount of such Additional Revolving Facilities), as applicable, had been outstanding on such last day; provided that any Additional Revolving Facility shall be tested as fully drawn), (iv) at any time in which the Intercreditor Agreement is in effect, (x) after giving effect to such Incremental Term Loans or borrowings under any such Additional Revolving Facilities, the aggregate principal amount of all Term Loans and the aggregate amount of Revolving Commitments (used and unused) at such time would not exceed the amount set forth in clause (a) of the definition of Maximum First Priority Obligations Amount as set forth in the Intercreditor Agreement and (y) the proceeds of such Incremental Term Loans or borrowings under any such Additional Revolving Facilities shall be used solely to prepay or redeem Second Lien Indebtedness to the extent such proceeds are required to be so used in order for the condition set forth in the preceding clause (x) to be satisfied, and (v) the Borrower shall have delivered a certificate of a Financial Officer to the effect set forth in clauses (i), (ii), (iii) and (iv) above, together with reasonably detailed calculations demonstrating compliance with clauses (ii) and (iii) 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 6.01(d), be accompanied by a reasonably detailed calculation of Consolidated EBITDA and Consolidated Interest Expense for the relevant period). Each tranche of Incremental Term Loans shall be in an aggregate principal amount that is not less than $10,000,000 and each Additional Revolving Facility shall be in an aggregate principal amount that is not less than $5,000,000, and in all cases shall be in an increment of $1,000,000 (provided that such amount may be less than $10,000,000 or $5,000,000, as applicable, if such amount represents all remaining availability under the limit set forth in the next sentence). Notwithstanding anything to the contrary herein, the aggregate amount of the Incremental Term Loans and the Additional Revolving Facilities shall not exceed $500,000,000; provided that the aggregate amount of Additional Revolving Facilities shall not exceed $50,000,000. In no event shall the Incremental Facilities be used for any purpose other than (i) for the purposes set forth in Section 6.02 or (ii) to prepay, repay or redeem Second Lien Indebtedness (including any premiums payable in connection therewith); provided that (i) no more than $250,000,000 of the Incremental Facilities shall be used for purposes other than prepaying, repaying or redeeming Second Lien Indebtedness and (ii) any Additional Revolving Facility shall be used only for the purposes set forth in Section 6.02. Notwithstanding anything herein to the contrary, at any time after the Second Lien Indebtedness has been paid in full and the Intercreditor Agreement is no longer in effect (unless a replacement intercreditor agreement satisfactory to the Collateral Agent, the Borrower, the collateral agent (or Person performing a similar function) for the holders of the Pari Passu First Lien Notes (as defined below), and Deutsche Bank Trust Company Americas, as Trustee and Collateral Agent for the holders of the Second Lien Indebtedness, is entered into contemporaneously with the issuance of such Pari Passu First Lien Notes), in lieu of requesting Incremental Term Loans or an Additional Revolving Facility, the Borrower may issue first lien notes on a pari passu basis (the “Pari Passu First Lien Notes”), subject to an intercreditor agreement reasonably satisfactory to the Administrative Agent, establish additional which Pari Passu First Lien Notes shall be treated the same as Incremental Term Loans for the purposes of this Agreement; provided that in no event will the aggregate amount of Incremental Term Loans, Additional Revolving Facilities and such Pari Passu First Lien Notes exceed $500,000,000. (b) The following terms shall apply to any Incremental Term Loans and any Additional Revolving Facilities established pursuant to an Incremental Amendment: (i) such Incremental Term Loans and the borrowings under such Additional Revolving Facilities shall rank pari passu in right of payment and of security with the Revolving Loans and the Term Loans, (ii) the maturity date of such Incremental Term Loans shall not be earlier than the Maturity Date of the existing Term Loans, (iii) the Weighted Average Life to Maturity of such Incremental Term Loans is not less than the remaining Weighted Average Life to Maturity of the exiting Term Loans, (iv) the applicable yield relating to any term loans or revolving loans incurred pursuant to such Incremental Amendment (each facility thereunder, the “Incremental Facility”), as applicable, shall not be greater than that with respect to the existing Term Loans or existing Revolving Credit Commitments, as applicable, plus 0.50% per annum (or, in the case of any Incremental Facility consisting of fixed rate notes, 1.00% per annum) unless the yield applicable to the existing Term Loans or existing Revolving Credit Commitments, as applicable, is increased so that the yield applicable to the applicable Incremental Facility does not exceed the yield applicable to the existing Term Loans or existing Revolving Credit Commitments, by more than 0.50% per annum (or, in the case of any Incremental Facility consisting of fixed rate notes, 1.00% per annum); provided that in determining the yield applicable to the existing Term Loans or existing Revolving Credit Commitments, as applicable, and the applicable Incremental Facility, (A) original issue discount (“OID”) or upfront fees (which shall be deemed to constitute like amounts of OID) payable by the Borrower to the Lenders of the existing Term Loans or existing Revolving Credit Commitments, 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), (B) customary arrangement or commitment fees payable to the joint bookrunners (or their affiliates) in connection with the existing Term Loans or existing Revolving Credit Commitments, as applicable, or to one or more arrangers (or their affiliates) of the applicable Incremental Facility shall be excluded, (C) if the Eurodollar Base Rate in respect of such Incremental Facility includes a floor greater than the 1.00% applicable to the analogous existing credit facilities facility, such increased amount shall be equated to interest margin for purposes of determining any increase to the applicable yield under the analogous existing credit facility and (D) in the case of any Incremental Facility consisting of fixed rate notes, the comparable rate shall be determined by inclusion of the applicable US Treasury to LIBOR swap rate applied in customary fashion and (v) the revolving loans incurred pursuant to such Additional Revolving Facility will mature no earlier than, and will require no scheduled amortization or mandatory commitment reduction prior to, the Maturity Date of the existing Revolving Credit Commitments and all other terms of any such Incremental Facility (except as set forth in the foregoing clauses) shall be substantially identical to the existing Revolving Credit Commitments or otherwise reasonably acceptable to the Administrative Agent. (c) Each notice from the Borrower pursuant to this Section 2.25(b) shall set forth (i) the requested amount and proposed terms of the relevant Incremental Term Loans or Additional Revolving Facilities and (ii) the date on which such the relevant increase is requested to become effective (which shall not be less than 10 Business Days nor more than 60 days after the date of such notice). Incremental Term Loans may be made, and Additional Revolving Facilities may be provided by any existing Lender (but each existing Lender will not have an obligation to make a portion of any Incremental Term Loan or any portion of any Additional Revolving Facility) or by any other bank or other financial institution that are Eligible Assignees (any such other bank or other financial institution being called an “Additional Lender”), provided that the Administrative Agent, and to the extent of an Additional Revolving Facility, the LC Issuer and/or Swingline Lender, as applicable, shall have consented (not to be unreasonably withheld or delayed) to such Lender’s or Additional Lender’s making such Incremental Term Loans or providing such Additional Revolving Facilities (collectively, the “Incremental Credit FacilitiesLenders”) by increasing to the USD extent any such consent would be required under Section 12.01 for an assignment of Loans or Revolving Credit Commitments, Primary Currency as applicable, to such Incremental Lender. Commitments in respect of Incremental Term Loans and Additional Revolving Facilities 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 Incremental Lender and the Administrative Agent. The Incremental Amendment shall be on the terms and pursuant to documentation to be determined by the Borrower and the Incremental Lenders providing the relevant Incremental Terms Loans or Secondary Currency Additional Revolving Commitments or establishing one or more new revolving loansFacilities, or some combination thereofas applicable; provided that: that to the extent such terms and documentation are not consistent with this Agreement (i) the aggregate amount of loans and commitments for all Incremental Loan Facilities established after the Closing Date hereunder shall not exceed Three Hundred Fifty Million Dollars ($350,000,000); NYDOCS02/1161559.5 51 EXECUTION COPY (ii) (A) no Default shall exist immediately before or immediately after giving effect thereto, (B) the Credit Parties shall be in compliance with the financial covenants under Section 8.09 after giving effect thereto on a Pro Forma Basis (assuming for purposes hereof that the entire amount of the Incremental Loan Facility is fully drawn and funded), (C) the representations and warranties of each Credit Party contained in Article VI shall be true and correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects as so qualified) on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier datepermitted by the foregoing clauses), in which case they shall be true and correct in all material respects (other than reasonably satisfactory to the Administrative Agent. The effectiveness of any representation or warranty qualified by materiality or Material Adverse Effect, which Incremental Amendment shall be true and correct subject to the satisfaction on the date thereof of each of the conditions set forth in all respects as Section 4.01 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Effective Date under Section 4.02(other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent). No Lender shall be obligated to provide any Incremental Term Loans or Additional Revolving Facilities, unless it so qualifiedagrees. (d) as of such earlier date, and except that Upon each increase in the Revolving Credit Commitments (which for purposes of this Section 2.01(d), the representations and warranties contained in subsections (a2.25(d) and (b) of Section 6.05 shall be deemed to refer to the most recent statements furnished include any new revolving commitments provided under an Incremental Amendment) pursuant to clauses (a) and (b)this Section 2.25, respectively, of Section 7.01, and (D) the Credit Parties shall demonstrate compliance with the sizing condition for the Incremental Loan Facility in clause (i) hereinabove; each Revolving Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Incremental Lender providing a portion of the Additional Revolving Facility (iii) EWI each, an “Additional Revolving Facility Lender”), and each such Additional Revolving Facility Lender will provide automatically and without further act be deemed to have assumed (A) in the case of an increase to the Revolving Loans only), a compliance certificate from a Responsible Officer confirming that no Default shall exist immediately before or immediately portion of such Revolving Lender’s participations hereunder in outstanding Letters of Credit and Swingline Loans such that, after giving effect to each such deemed assignment and assumption of participations, the establishment percentage of the Incremental aggregate outstanding (A) participations hereunder in Letters of Credit and (B) participations hereunder in Swingline Loans held by each Revolving Credit Lender (including each such Additional Revolving Facility Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Additional Revolving Facility Lenders represented by such Additional Revolving Facility Lender’s Revolving Credit Commitment and (ii) if, on the date of such increase, there are any Revolving Loans under the applicable facility outstanding, such Revolving Credit Loans shall on or prior to the effectiveness of such Additional Revolving Credit Facility be prepaid from the proceeds of additional Revolving Loans made hereunder (reflecting such increase in Revolving Credit Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Loans being prepaid and demonstrating compliance any costs incurred by any Lender in accordance with Section 3.04. The Administrative Agent and the financial covenants hereunder after giving effect 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. (e) The Administrative Agent is hereby irrevocably authorized to effect such amendments to this Agreement as are required to effectuate the terms of any Incremental Credit Facility (assumingAmendment to the extent such terms are permitted under this Section 2.25. Notwithstanding the foregoing, for purposes hereof, that the Incremental Credit Facility is fully drawn and funded), and (b) supporting resolutions, legal opinions, promissory notes and other items as may be reasonably required by each of the Administrative Agent and the Collateral Agent shall have the right (but not the obligation) to seek the advice or concurrence of the Required Lenders providing the commitments for the Incremental Credit Facility; (iv) lenders providing loans and commitments for such Incremental Loan Facility will provide a Lender Joinder Agreement and such other agreements reasonably acceptable with respect to the Administrative Agent; and (v) upfront and/or arrangement feesany matter contemplated by this Section 2.25 and, if any, in respect of the new commitments or loans so established, shall be paid. In connection with establishment of any Incremental Credit Facility, (A) none of the Lenders or their affiliates shall have any obligation to provide commitments or loans for any Incremental Credit Facility without their prior written approval, (B) neither either the Administrative Agent nor or the Collateral Agent seeks such advice or concurrence, it shall be permitted to enter into such amendments with the Borrower in accordance with any Arranger instructions actually received by such Required Lenders and shall also be entitled to refrain from entering into such amendments with the Borrower unless and until it shall have any responsibility received such advice or concurrence; provided, however, that whether or not there has been a request by the Administrative Agent or the Collateral Agent for arranging any such additional commitments without their prior written consent advice or concurrence, all such amendments entered into with the Borrower by the Administrative Agent or the Collateral Agent hereunder shall be binding and subject to such conditions, including fee arrangements, as they may provide in connection therewith and (C) Schedule 2.01 will be deemed to be revised to reflect conclusive on the Lenders. (f) This Section 2.25 shall supersede any provisions in Section 2.24(a), Loans, Commitments and pro rata shares after giving effect 11.01 or 8.02 to establishment of any Incremental Credit Facility. NYDOCS02/1161559.5 52the contrary.

Incremental Credit Facilities. At any time on or after the Closing Date, EWI the Borrower may, on at any time, upon written notice to the Administrative Agent, establish additional credit facilities (collectively, the “Incremental Credit Facilities”) by increasing the USD Revolving Commitments, Primary Currency Aggregate Revolving Commitments or Secondary Currency Revolving Commitments or and/or establishing one (1) or more new revolving loansadditional term loans (each such term loan, or some combination thereofan “Additional Term Loan” and, together with the Term Loan A and any other Additional Term Loans, collectively, the “Term Loans”) at any time prior to the date that is six (6) months prior to the Maturity Date; provided that: , in any such case: (i) the aggregate amount of loans and commitments for all Incremental Loan Credit Facilities established on or after the Closing Date hereunder as an Incremental Credit Facility shall not exceed Three Hundred Fifty Million Dollars ONE HUNDRED MILLION DOLLARS ($350,000,000100,000,000) (for Aggregate Revolving Commitments and Term Loans of up to FIVE HUNDRED MILLION DOLLARS ($500,000,000); NYDOCS02/1161559.5 51 EXECUTION COPY ; (ii) any increase in the Aggregate Revolving Commitments or the principal amount of any Additional Term Loan established under this Section shall be in a principal amount of at least $10,000,000 and integral multiples of $1,000,000 in excess thereof; (iii) any increase in the Aggregate Revolving Commitments under this Section shall have terms identical to those for the Revolving Loans under Section 2.01(a), except for fees payable to the Lenders providing commitments for such Incremental Credit Facility; (iv) any Additional Term Loan established under this Section 2.01 (A) no Default shall exist immediately before will be made in Dollars and may consist of Base Rate Loans or immediately after giving effect theretoEurodollar Rate Loans as further provided herein, (B) will have a final maturity date that is coterminous with or later than the Credit Parties shall be in compliance Maturity Date, with no more than fifty percent (50%) of the financial covenants under Section 8.09 after giving effect thereto on a Pro Forma Basis (assuming for purposes hereof that the entire principal amount of such Additional Term Loan being amortized prior to the Incremental Loan Facility is fully drawn and funded)Maturity Date, (C) will be subject to the representations and warranties mandatory prepayment provisions (including provisions regarding the application of each Credit Party mandatory prepayments) that are contained in Article VI Section 2.05(b), (D) may have pricing that is higher than pricing currently applicable to the Revolving Loans; provided, that with respect to any such Additional Term Loan with a weighted life to maturity that is within one (1) year of the Maturity Date, if the all-in-yield, after giving effect to any offering of such Additional Term Loan at a discount from par or any fees paid to the Lenders in connection therewith, exceeds the all-in-yield (as reasonably determined by the Administrative Agent) with respect to the Revolving Loans or any other Term Loan then in existence by more than fifty basis points (0.50%), then the Applicable Percentage shall be true increased to the extent necessary to cause the all-in-yield with respect the Revolving Loans and/or such other Term Loans to be no more than fifty basis points (0.50%) less than the all-in-yield with respect to such Additional Term Loan (with the amount and correct manner of such increase to be determined by the Administrative Agent, in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effectaccordance with the foregoing, which shall be true and correct in all respects as so qualified) on and as of the date of such effectiveness of the applicable Incremental Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects as so qualified) as of such earlier date, and except that for purposes of this Section 2.01(d), the representations and warranties contained in subsections (aFacility) and (bE) will have covenants that are the same as or no more restrictive than the covenants contained in this Credit Agreement as of Section 6.05 the date that such Additional Term Loan is established. (v) no Default or Event of Default shall have occurred and be deemed continuing, or would result after giving effect to refer to the most recent statements furnished pursuant to clauses any such Incremental Credit Facility; (a) and (b), respectively, of Section 7.01, and (Dvi) the Credit Parties shall demonstrate compliance with the sizing condition for establishment of the Incremental Loan Facility Credit Facilities and the extension of credit thereunder are subject to satisfaction of the conditions to all Credit Extensions in clause Section 5.02; (ivii) hereinabove; (iii) EWI the Borrower will provide (A) a compliance certificate from a Responsible Officer confirming that no Default shall exist immediately before or immediately after giving effect to the establishment of the Incremental Credit Facility and demonstrating compliance with the financial covenants hereunder after giving effect to the Incremental Credit Facility on a Pro Forma Basis (assuming, assuming for purposes hereof, that the Incremental Credit Facility amount of the incremental commitments is fully drawn and funded), and (bB) supporting resolutions, legal opinions, promissory notes and other items as may be reasonably required by the Administrative Agent and the Lenders providing the loans and commitments for the Incremental Credit Facility; ; (ivviii) lenders any new Lender providing loans and commitments for such the Incremental Loan Credit Facilities must be reasonably acceptable to the Borrower and the Administrative Agent, and any Lender (including any new Lender) providing commitments for any increase in the Aggregate Revolving Commitments must also be reasonably acceptable to the L/C Issuer and the Swingline Lender; (ix) Lenders providing loans and commitments for the Incremental Credit Facility will provide a duly executed Lender Joinder Agreement and such other agreements reasonably acceptable to the Administrative Agent; and Agreement; (vx) upfront and/or fees and arrangement fees, if any, in respect of the new commitments or loans so established, shall have been paid; (xi) if any Revolving Loans are outstanding at the time of any increase in the Aggregate Revolving Commitments pursuant to this Section, the Borrower will make such payments and adjustments on the Revolving Loans (including payment of any break-funding amounts owing under Section 3.05) as may be paidnecessary to give effect to the revised commitment amounts and percentages, it being agreed that the Administrative Agent shall, in consultation with the Borrower, manage the allocation of the revised commitments percentages to the existing Eurocurrency Rate Loans in such a manner as to minimize the break-funding amounts so payable by the Borrower; (xii) the Administrative Agent shall have received all documents (including resolutions of the board of directors of the Borrower and the Guarantors) it may reasonably request relating to the corporate or other necessary authority for such increase or establishment of any Additional Term Loan and the validity of such increase in the Aggregate Revolving Commitments or establishment of an Additional Term Loan, and any other matters relevant thereto, all in form and substance reasonably satisfactory to the Administrative Agent; provided, however that consent of the existing Lenders shall not be required to consummate the transactions contemplated pursuant to this Section 2.01(c); provided, further that necessary modifications of this Credit Agreement will be consummated as set forth in Section 11.01(g). In connection with establishment of any Incremental Credit Facility, (A) none of the Lenders or their affiliates Affiliates shall have any obligation to provide commitments or loans for any Incremental Credit Facility without their prior written approval, (B) neither none of the Administrative Agent nor any Arranger Agent, the Joint Lead Arrangers or the Lead Lenders shall have any responsibility for arranging any such additional commitments without their prior written consent and subject to such conditions, including fee arrangements, as they may provide in connection therewith and (C) Schedule 2.01 will be deemed to be revised to reflect the Lenders, Loans, Commitments and pro rata shares after giving effect to establishment of any Incremental Credit Facility. NYDOCS02/1161559.5 52.

Incremental Credit Facilities. At any time on or after the Closing First Amendment Effective Date, EWI the Borrower may, on at any time, upon written notice to the Administrative Agent, establish additional credit facilities (collectively, the “Incremental Credit Facilities”) by increasing the USD Revolving Commitments, Primary Currency Aggregate Revolving Commitments or Secondary Currency Revolving Commitments or and/or establishing one (1) or more new revolving loansadditional term loans (each such term loan, or some combination thereofan “Additional Term Loan” and, together with the Term Loan A and any other Additional Term Loans, collectively, the “Term Loans”) at any time prior to the date that is six (6) months prior to the Maturity Date; provided that, in any such case: (i) the aggregate amount of loans and commitments for all Incremental Loan Credit Facilities established after the Closing First Amendment Effective Date hereunder as an Incremental Credit Facility shall not exceed Three Hundred Fifty Million Dollars (determined on the date such Incremental Credit Facilities are established) the sum of (A) THREE HUNDRED FIFTY MILLION DOLLARS ($350,000,000); NYDOCS02/1161559.5 51 EXECUTION COPY ) and (iiB) (A) no Default shall exist immediately before or immediately an aggregate amount such that, after giving effect thereto, (B) the to such Incremental Credit Parties shall be in compliance with the financial covenants under Section 8.09 after giving effect thereto Facility on a Pro Forma Basis (assuming for purposes hereof hereof, that the entire amount of the Incremental Loan Facility incremental commitments is fully drawn and funded), the Consolidated Senior Secured Net Leverage Ratio does not exceed 2.25:1.00, it being understood and agreed that any Incremental Credit Facilities so incurred or implemented shall be deemed to have been incurred or implemented under clause (B) prior to clause (A) above; (ii) any increase in the Aggregate Revolving Commitments or the principal amount of any Additional Term Loan established under this Section 2.01 shall be in a principal amount of at least $10,000,000 and integral multiples of $1,000,000 in excess thereof; (iii) any increase in the Aggregate Revolving Commitments under this Section 2.01 shall have terms identical to those for the Revolving Loans under Section 2.01(a), except for fees payable to the Lenders providing commitments for such Incremental Credit Facility; (iv) any Additional Term Loan established under this Section 2.01 (A) will be made in Dollars and may consist of Base Rate Loans or Eurodollar Rate Loans as further provided herein, (B) will have a final maturity date that is coterminous with or later than the Maturity Date, with no more than fifty percent (50%) of the principal amount of such Additional Term Loan being amortized prior to the Maturity Date, (C) will be subject to the representations and warranties mandatory prepayment provisions (including provisions regarding 45 the application of each Credit Party mandatory prepayments) that are contained in Article VI Section 2.05(b), (D) may have pricing that is higher than pricing currently applicable to the Revolving Loans; provided, that with respect to any such Additional Term Loan with a weighted life to maturity that is within one (1) year of the Maturity Date, if the all-in-yield, after giving effect to any offering of such Additional Term Loan at a discount from par or any fees paid to the Lenders in connection therewith, exceeds the all-in-yield (as reasonably determined by the Administrative Agent) with respect to the Revolving Loans or any other Term Loan then in existence by more than fifty basis points (0.50%), then the Applicable Percentage shall be true increased to the extent necessary to cause the all-in-yield with respect the Revolving Loans and/or such other Term Loans to be no more than fifty basis points (0.50%) less than the all-in-yield with respect to such Additional Term Loan (with the amount and correct manner of such increase to be determined by the Administrative Agent, in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effectaccordance with the foregoing, which shall be true and correct in all respects as so qualified) on and as of the date of such effectiveness of the applicable Incremental Credit Extension, except to Facility) and (E) will have covenants that are the extent same as or no more restrictive than the covenants contained in this Credit Agreement as of the date that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects Additional Term Loan is established (other than any representation restrictive covenant that would apply after the Maturity Date (as such Maturity Date may be extended from time to time)); (v) no Default or warranty qualified by materiality Event of Default shall have occurred and be continuing, or Material Adverse Effect, which shall be true would result after giving effect to any such Incremental Credit Facility; (vi) the establishment of the Incremental Credit Facilities and correct the extension of credit thereunder are subject to satisfaction (or waiver in all respects as so qualified) as of such earlier date, and except that for purposes of this accordance with Section 2.01(d), the representations and warranties contained in subsections (a) and (b11.01) of the conditions to all Credit Extensions in Section 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses 5.02; (a) and (b), respectively, of Section 7.01, and (Dvii) the Credit Parties shall demonstrate compliance with the sizing condition for the Incremental Loan Facility in clause (i) hereinabove; (iii) EWI Borrower will provide (A) a compliance certificate from a Responsible Officer confirming that no Default shall exist immediately before or immediately after giving effect to the establishment of the Incremental Credit Facility and demonstrating compliance with the financial covenants hereunder after giving effect to the Incremental Credit Facility on a Pro Forma Basis (assuming, assuming for purposes hereof, that the Incremental Credit Facility amount of the incremental commitments is fully drawn and funded), and (bB) supporting resolutions, legal opinions, promissory notes and other items as may be reasonably required by the Administrative Agent and the Lenders providing the loans and commitments for the Incremental Credit Facility; (ivviii) lenders any new Lender providing loans and commitments for such the Incremental Loan Credit Facilities must be acceptable to the Borrower and the Administrative Agent, and any Lender (including any new Lender) providing commitments for any increase in the Aggregate Revolving Commitments must also be reasonably acceptable to the L/C Issuer and the Swingline Lender; (ix) Lenders providing loans and commitments for the Incremental Credit Facility will provide a duly executed Lender Joinder Agreement and such other agreements reasonably acceptable to the Administrative AgentAgreement; and (vx) upfront and/or fees and arrangement fees, if any, in respect of the new commitments or loans so established, shall be have been paid. In connection with establishment ; (xi) if any Revolving Loans are outstanding at the time of any Incremental Credit Facilityincrease in the Aggregate Revolving Commitments pursuant to this Section 2.01, the Borrower will make such payments and adjustments on the Revolving Loans (Aincluding payment of any break-funding amounts owing under Section 3.05) none of as may be necessary to give effect to the Lenders or their affiliates shall have any obligation to provide commitments or loans for any Incremental Credit Facility without their prior written approvalrevised commitment amounts and percentages, (B) neither it being agreed that the Administrative Agent nor any Arranger shall have any responsibility for arranging any such additional commitments without their prior written consent and subject to such conditionsshall, including fee arrangementsin consultation with the Borrower, as they may provide in connection therewith and (C) Schedule 2.01 will be deemed to be revised to reflect manage the Lenders, Loans, Commitments and pro rata shares after giving effect to establishment allocation of any Incremental Credit Facility. NYDOCS02/1161559.5 52the revised

Incremental Credit Facilities. At any time on or after the Closing Date, EWI the Borrower may, on at any time, upon written notice to the Administrative Agent, establish additional credit facilities (collectively, the “Incremental Credit Facilities”) by increasing the USD Revolving Commitments, Primary Currency Aggregate Revolving Commitments or Secondary Currency Revolving Commitments or and/or establishing one (1) or more new revolving loansadditional term loans (each such term loan, or some combination thereofan “Additional Term Loan” and, together with the Term Loan A and any other Additional Term Loans, collectively, the “Term Loans”) at any time prior to the date that is six (6) months prior to the Maturity Date; provided that: , in any such case: (i) the aggregate amount of loans and commitments for all Incremental Loan Credit Facilities established after the Closing Date hereunder as an Incremental Credit Facility shall not exceed Three Hundred Fifty Million Dollars (determined on the date such Incremental Credit Facilities are established) the sum of (A) THREE HUNDRED FIFTY MILLION DOLLARS ($350,000,000); NYDOCS02/1161559.5 51 EXECUTION COPY ) and (iiB) (A) no Default shall exist immediately before or immediately an aggregate amount such that, after giving effect thereto, (B) the to such Incremental Credit Parties shall be in compliance with the financial covenants under Section 8.09 after giving effect thereto Facility on a Pro Forma Basis (assuming for purposes hereof hereof, that the entire amount of the Incremental Loan Facility incremental commitments is fully drawn and funded), the Consolidated Senior Secured Net Leverage Ratio does not exceed 2.25:1.00, it being understood and agreed that any Incremental Credit Facilities so incurred or implemented shall be deemed to have been incurred or implemented under clause (B) prior to clause (A) above; (ii) any increase in the Aggregate Revolving Commitments or the principal amount of any Additional Term Loan established under this Section 2.01 shall be in a principal amount of at least $10,000,000 and integral multiples of $1,000,000 in excess thereof; (iii) any increase in the Aggregate Revolving Commitments under this Section 2.01 shall have terms identical to those for the Revolving Loans under Section 2.01(a), except for fees payable to the Lenders providing commitments for such Incremental Credit Facility; (iv) any Additional Term Loan established under this Section 2.01 (A) will be made in Dollars and may consist of Base Rate Loans or Term SOFR Loans as further provided herein, (B) will have a final maturity date that is coterminous with or later than the Maturity Date, with no more than fifty percent (50%) of the principal amount of such Additional Term Loan being amortized prior to the Maturity Date, (C) will be subject to the representations and warranties mandatory prepayment provisions (including provisions regarding the application of each Credit Party mandatory prepayments) that are contained in Article VI Section 2.05(b), (D) may have pricing that is higher than pricing currently applicable to the Revolving Loans; provided, that with respect to any such Additional Term Loan with a weighted life to maturity that is within one (1) year of the Maturity Date, if the all-in-yield, after giving effect to any offering of such Additional Term Loan at a discount from par or any fees paid to the Lenders in connection therewith, exceeds the all-in-yield (as reasonably determined by the Administrative Agent) with respect to the Revolving Loans or any other Term Loan then in existence by more than fifty basis points (0.50%), then the Applicable Percentage shall be true increased to the extent necessary to cause the all-in-yield with respect the Revolving Loans and/or such other Term Loans to be no more than fifty basis points (0.50%) less than the all-in-yield with respect to such Additional Term Loan (with the amount and correct manner of such increase to be determined by the Administrative Agent, in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effectaccordance with the foregoing, which shall be true and correct in all respects as so qualified) on and as of the date of such effectiveness of the applicable Incremental Credit Extension, except to Facility) and (E) will have covenants that are the extent same as or no more restrictive than the covenants contained in this Credit Agreement as of the date that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects Additional Term Loan is established (other than any representation restrictive covenant that would apply after the Maturity Date (as such Maturity Date may be extended from time to time)); (v) no Default or warranty qualified by materiality Event of Default shall have occurred and be continuing, or Material Adverse Effect, which shall be true would result after giving effect to any such Incremental Credit Facility; (vi) the establishment of the Incremental Credit Facilities and correct the extension of credit thereunder are subject to satisfaction (or waiver in all respects as so qualified) as of such earlier date, and except that for purposes of this accordance with Section 2.01(d), the representations and warranties contained in subsections (a) and (b11.01) of the conditions to all Credit Extensions in Section 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses 5.02; (a) and (b), respectively, of Section 7.01, and (Dvii) the Credit Parties shall demonstrate compliance with the sizing condition for the Incremental Loan Facility in clause (i) hereinabove; (iii) EWI Borrower will provide (A) a compliance certificate from a Responsible Officer confirming that no Default shall exist immediately before or immediately after giving effect to the establishment of the Incremental Credit Facility and demonstrating compliance with the financial covenants hereunder after giving effect to the Incremental Credit Facility on a Pro Forma Basis (assuming, assuming for purposes hereof, that the Incremental Credit Facility amount of the incremental commitments is fully drawn and funded), and (bB) supporting resolutions, legal opinions, promissory notes and other items as may be reasonably required by the Administrative Agent and the Lenders providing the loans and commitments for the Incremental Credit Facility; ; (ivviii) lenders any new Lender providing loans and commitments for such the Incremental Loan Credit Facilities must be acceptable to the Borrower and the Administrative Agent, and any Lender (including any new Lender) providing commitments for any increase in the Aggregate Revolving Commitments must also be reasonably acceptable to the L/C Issuer and the Swingline Lender; (ix) Lenders providing loans and commitments for the Incremental Credit Facility will provide a Lender Joinder Agreement and such other agreements reasonably acceptable to the Administrative Agent; and duly executed Xxxxxx Xxxxxxx Agreement; (vx) upfront and/or fees and arrangement fees, if any, in respect of the new commitments or loans so established, shall have been paid; (xi) if any Revolving Loans are outstanding at the time of any increase in the Aggregate Revolving Commitments pursuant to this Section 2.01, the Borrower will make such payments and adjustments on the Revolving Loans (including payment of any break-funding amounts owing under Section 3.05) as may be paidnecessary to give effect to the revised commitment amounts and percentages, it being agreed that the Administrative Agent shall, in consultation with the Borrower, manage the allocation of the revised commitments percentages to the existing Term SOFR Loans in such a manner as to minimize the break-funding amounts so payable by the Borrower; and (xii) the Administrative Agent shall have received all documents (including resolutions of the board of directors of the Borrower and the Guarantors) it may reasonably request relating to the corporate or other necessary authority for such increase or establishment of any Additional Term Loan and the validity of such increase in the Aggregate Revolving Commitments or establishment of an Additional Term Loan, and any other customary matters relevant thereto, all in form and substance reasonably satisfactory to the Administrative Agent; provided, however that consent of the existing Lenders shall not be required to consummate the transactions contemplated pursuant to this Section 2.01(c); provided, further, that necessary modifications of this Credit Agreement will be consummated as set forth in Section 11.01(g). In connection with establishment of any Incremental Credit Facility, (A) none of the Lenders or their affiliates Affiliates shall have any obligation to provide commitments or loans for any Incremental Credit Facility without their prior written approval, (B) neither none of the Administrative Agent nor any Arranger Agent, the Joint Lead Arrangers or the Lead Lenders shall have any responsibility for arranging any such additional commitments without their prior written consent and subject to such conditions, including fee arrangements, as they may provide in connection therewith and (C) Schedule 2.01 will be deemed to be revised to reflect the Lenders, Loans, Commitments and pro rata shares after giving effect to establishment of any Incremental Credit Facility. NYDOCS02/1161559.5 52.

Incremental Credit Facilities. At (a) The Borrower may at any time on or from time to time after the Closing Amendment Effective Date, EWI mayby notice to the Administrative Agent (whereupon the Administrative Agent shall promptly make available to each of the Lenders), request (i) one or more additional tranches or additions to an existing tranche of term loans (the “Incremental Term Loans”) or (ii) one or more increases in the amount of the Revolving Credit Commitments on written notice the same terms as the Revolving Loans or the establishment of one or more revolving credit commitments (each such increase or new commitments, an “Additional Revolving Facility”), provided that (A) both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below, no Default or Unmatured Default shall exist and at the time that any such Incremental Term Loan is made (and after giving effect thereto) no Default or Unmatured Default shall exist, (B) if such Incremental Facility is to become effective prior to the Revolver Termination Date, the Borrower shall be in compliance with the covenants set forth in clauses (a), (c) and (d) of Section 6.22 determined on a pro forma basis as of the last day of the date of the most-recently ended fiscal quarter, in each case, as if such Incremental Term Loans or any borrowings under any such Additional Revolving Facility, as applicable, had been outstanding on the last day of such fiscal quarter of the Borrower for testing compliance therewith; provided that any Additional Revolving Facility shall be tested as fully drawn, (C) the First Lien Leverage Ratio calculated on a pro forma basis shall not exceed 4.0 to 1.0, in the case of the first $170,000,000 of Indebtedness incurred pursuant to this Section 2.25(a) after the Tranche B-1 Funding Date and 3.5 to 1.0 for all other Indebtedness incurred pursuant to this Section 2.25(a) (other than the Tranche B-1 Loans and other than in connection with the First Incremental Revolving Commitment), in each case tested as of the last day of the most-recently ended period of four consecutive fiscal quarters of the Borrower for which financial statements are internally available (calculated as if such Incremental Term Loans or borrowings under any such Additional Revolving Facilities (in an amount equal to the full amount of such Additional Revolving Facilities), as applicable, had been outstanding on such last day; provided that any Additional Revolving Facility shall be tested as fully drawn) and (D) the Borrower shall have delivered a certificate of a Financial Officer to the effect set forth in clauses (A), (B) and (C) above, together with reasonably detailed calculations demonstrating compliance with clauses (B) and (C) above, if applicable, (which calculations shall, if made as of the last day of any fiscal quarter of the Borrower for which the Borrower has not delivered to the Administrative Agent the financial statements and compliance certificate required to be delivered by Section 6.01(d), be accompanied by a reasonably detailed calculation of Consolidated EBITDA and Consolidated Interest Expense for the relevant period). Each tranche of Incremental Term Loans shall be in an aggregate principal amount that is not less than $10,000,000 and each Additional Revolving Facility shall be in an aggregate principal amount that is not less than $5,000,000, and in all cases shall be in an increment of $1,000,000 (provided that such amount may be less than $10,000,000 or $5,000,000, as applicable, if such amount represents all remaining availability under the limit set forth in the next sentence). Notwithstanding anything to the contrary herein, the aggregate amount of the Incremental Term Loans and the Additional Revolving Facilities incurred after the Tranche B-1 Funding Date shall not exceed $370,000,000; provided that the aggregate amount of Additional Revolving Facilities incurred after the Tranche B-1 Funding Date shall not exceed $75,000,000. In no event shall the Incremental Facilities be used for any purpose other than for the purposes set forth in Section 6.02. Notwithstanding anything herein to the contrary, in lieu of requesting Incremental Term Loans or an Additional Revolving Facility, the Borrower may issue first lien notes on a pari passu basis (the “Pari Passu First Lien Notes”), second lien notes (the “Incremental Second Lien Notes”) or unsecured notes (the “Incremental Unsecured Notes”), subject to, in the case of Pari Passu First Lien Notes and Incremental Second Lien Notes, an intercreditor agreement reasonably satisfactory to the Administrative Agent, establish additional which Pari Passu First Lien Notes, Incremental Second Lien Notes and/or Incremental Unsecured Notes shall be treated the same as Incremental Term Loans for the purposes of this Agreement; provided that in no event will the aggregate amount of Incremental Term Loans, Additional Revolving Facilities, Pari Passu First Lien Notes, Incremental Second Lien Notes and Incremental Unsecured Notes incurred after the Tranche B-1 Funding Date exceed $370,000,000. (b) The following terms shall apply to any Incremental Term Loans and any Additional Revolving Facilities established pursuant to an Incremental Amendment: (i) such Incremental Term Loans and the borrowings under such Additional Revolving Facilities shall rank pari passu in right of payment and of security with the Revolving Loans and the Term Loans, (ii) the maturity date of such Incremental Term Loans shall not be earlier than the Maturity Date of the existing Term Loans, (iii) the Weighted Average Life to Maturity of such Incremental Term Loans is not less than the remaining Weighted Average Life to Maturity of the exiting Term Loans, (iv) the applicable yield relating to any term loans or revolving loans incurred pursuant to such Incremental Amendment (each facility thereunder, the “Incremental Facility”), as applicable, shall not be greater than that with respect to the existing Term Loans or existing Revolving Credit Commitments, as applicable, plus 0.50% per annum (or, in the case of any Incremental Facility consisting of fixed rate notes, 1.00% per annum) unless the yield applicable to the existing Term Loans or existing Revolving Credit Commitments, as applicable, is increased so that the yield applicable to the applicable Incremental Facility does not exceed the yield applicable to the existing Term Loans or existing Revolving Credit Commitments, by more than 0.50% per annum (or, in the case of any Incremental Facility consisting of fixed rate notes, 1.00% per annum); provided that in determining the yield applicable to the existing Term Loans or existing Revolving Credit Commitments, as applicable, and the applicable Incremental Facility, (A) original issue discount (“OID”) or upfront fees (which shall be deemed to constitute like amounts of OID) payable by the Borrower to the Lenders of the existing Term Loans or existing Revolving Credit Commitments, 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), (B) customary arrangement or commitment fees payable to the joint bookrunners (or their affiliates) in connection with the existing Term Loans or existing Revolving Credit Commitments, as applicable, or to one or more arrangers (or their affiliates) of the applicable Incremental Facility shall be excluded, (C) if the Eurodollar Base Rate in respect of such Incremental Facility includes a floor greater than any such floor that may be applicable to the analogous existing credit facilities facility, such increased amount shall be equated to interest margin for purposes of determining any increase to the applicable yield under the analogous existing credit facility and (D) in the case of any Incremental Facility consisting of fixed rate notes, the comparable rate shall be determined by inclusion of the applicable US Treasury to LIBOR swap rate applied in customary fashion and (E) the revolving loans incurred pursuant to such Additional Revolving Facility will mature no earlier than, and will require no scheduled amortization or mandatory commitment reduction prior to, the Extended Revolving Credit Maturity Date of the existing Revolving Credit Commitments and all other terms of any such Incremental Facility (except as set forth in the foregoing clauses) shall be substantially identical to the existing Revolving Credit Commitments or otherwise reasonably acceptable to the Administrative Agent. (c) Each notice from the Borrower pursuant to this Section 2.25(b) shall set forth (i) the requested amount and proposed terms of the relevant Incremental Term Loans or Additional Revolving Facilities and (ii) the date on which such the relevant increase is requested to become effective (which shall not be less than 10 Business Days nor more than 60 days after the date of such notice); provided, however, that notwithstanding anything to the contrary contained in this Agreement, no notice shall be required from the Borrower pursuant to Section 2.25 with respect to the Borrower’s request for the Tranche B-1 Loans and the First Incremental Revolving Commitment. Incremental Term Loans may be made, and Additional Revolving Facilities may be provided by any existing Lender (but each existing Lender will not have an obligation to make a portion of any Incremental Term Loan or any portion of any Additional Revolving Facility) or by any other bank or other financial institution that are Eligible Assignees (any such other bank or other financial institution being called an “Additional Lender”), provided that the Administrative Agent, and to the extent of an Additional Revolving Facility, the LC Issuer and/or Swing Line Lender, as applicable, shall have consented (not to be unreasonably withheld or delayed) to such Lender’s or Additional Lender’s making such Incremental Term Loans or providing such Additional Revolving Facilities (collectively, the “Incremental Credit FacilitiesLenders”) by increasing to the USD extent any such consent would be required under Section 12.01 for an assignment of Loans or Revolving Credit Commitments, Primary Currency as applicable, to such Incremental Lender. Commitments in respect of Incremental Term Loans and Additional Revolving Facilities 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 Incremental Lender and the Administrative Agent. The Incremental Amendment shall be on the terms and pursuant to documentation to be determined by the Borrower and the Incremental Lenders providing the relevant Incremental Terms Loans or Secondary Currency Additional Revolving Commitments or establishing one or more new revolving loansFacilities, or some combination thereofas applicable; provided that: that to the extent such terms and documentation are not consistent with this Agreement (i) the aggregate amount of loans and commitments for all Incremental Loan Facilities established after the Closing Date hereunder shall not exceed Three Hundred Fifty Million Dollars ($350,000,000); NYDOCS02/1161559.5 51 EXECUTION COPY (ii) (A) no Default shall exist immediately before or immediately after giving effect thereto, (B) the Credit Parties shall be in compliance with the financial covenants under Section 8.09 after giving effect thereto on a Pro Forma Basis (assuming for purposes hereof that the entire amount of the Incremental Loan Facility is fully drawn and funded), (C) the representations and warranties of each Credit Party contained in Article VI shall be true and correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects as so qualified) on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier datepermitted by the foregoing clauses), in which case they shall be true and correct reasonably satisfactory to the Administrative Agent. The effectiveness of any Incremental Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in all material respects Section 4.01 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Amendment Effective Date under Section 4.02 (other than any representation changes to such legal opinions resulting from a change in law, change in fact or warranty qualified by materiality or Material Adverse Effect, which change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent). No Lender shall be true and correct obligated to provide any Incremental Term Loans or Additional Revolving Facilities, unless it so agrees. (d) Upon each increase in all respects as so qualified) as of such earlier date, and except that the Revolving Credit Commitments (which for purposes of this Section 2.01(d), the representations and warranties contained in subsections (a2.25(d) and (b) of Section 6.05 shall be deemed to refer to the most recent statements furnished include any new revolving commitments provided under an Incremental Amendment) pursuant to clauses (a) and (b)this Section 2.25, respectively, of Section 7.01, and (D) the Credit Parties shall demonstrate compliance with the sizing condition for the Incremental Loan Facility in clause (i) hereinabove; each Revolving Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Incremental Lender providing a portion of the Additional Revolving Facility (iii) EWI each, an “Additional Revolving Facility Lender”), and each such Additional Revolving Facility Lender will provide automatically and without further act be deemed to have assumed (A) in the case of an increase to the Revolving Loans only), a compliance certificate from a Responsible Officer confirming that no Default shall exist immediately before or immediately portion of such Revolving 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 establishment percentage of the Incremental aggregate outstanding (A) participations hereunder in Letters of Credit and (B) participations hereunder in Swing Line Loans held by each Revolving Lender (including each such Additional Revolving Facility Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Additional Revolving Facility Lenders represented by such Additional Revolving Facility Lender’s Revolving Credit Commitment and (C) if, on the date of such increase, there are any Revolving Loans under the applicable facility outstanding, such Revolving Credit Loans shall on or prior to the effectiveness of such Additional Revolving Credit Facility be prepaid from the proceeds of additional Revolving Loans made hereunder (reflecting such increase in Revolving Credit Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Loans being prepaid and demonstrating compliance any costs incurred by any Lender in accordance with Section 3.04. The Administrative Agent and the financial covenants hereunder after giving effect 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. (e) The Administrative Agent is hereby irrevocably authorized to effect such amendments to this Agreement as are required to effectuate the terms of any Incremental Credit Facility (assumingAmendment to the extent such terms are permitted under this Section 2.25. Notwithstanding the foregoing, for purposes hereof, that the Incremental Credit Facility is fully drawn and funded), and (b) supporting resolutions, legal opinions, promissory notes and other items as may be reasonably required by each of the Administrative Agent and the Collateral Agent shall have the right (but not the obligation) to seek the advice or concurrence of the Required Lenders providing the commitments for the Incremental Credit Facility; (iv) lenders providing loans and commitments for such Incremental Loan Facility will provide a Lender Joinder Agreement and such other agreements reasonably acceptable with respect to the Administrative Agent; and (v) upfront and/or arrangement feesany matter contemplated by this Section 2.25 and, if any, in respect of the new commitments or loans so established, shall be paid. In connection with establishment of any Incremental Credit Facility, (A) none of the Lenders or their affiliates shall have any obligation to provide commitments or loans for any Incremental Credit Facility without their prior written approval, (B) neither either the Administrative Agent nor or the Collateral Agent seeks such advice or concurrence, it shall be permitted to enter into such amendments with the Borrower in accordance with any Arranger instructions actually received by such Required Lenders and shall also be entitled to refrain from entering into such amendments with the Borrower unless and until it shall have any responsibility received such advice or concurrence if the Administrative Agent reasonably determines that such concurrence is required under the terms of this Agreement; provided, however, that whether or not there has been a request by the Administrative Agent or the Collateral Agent for arranging any such additional commitments without their prior written consent advice or concurrence, all such amendments entered into with the Borrower by the Administrative Agent or the Collateral Agent hereunder shall be binding and subject to such conditions, including fee arrangements, as they may provide in connection therewith and (C) Schedule 2.01 will be deemed to be revised to reflect conclusive on the Lenders. (f) This Section 2.25 shall supersede any provisions in Section 2.24(a), Loans, Commitments and pro rata shares after giving effect 11.01 or 8.02 to establishment of any Incremental Credit Facility. NYDOCS02/1161559.5 52the contrary.

Incremental Credit Facilities. At any time on or after the Closing First Amendment Effective Date, EWI the Borrower may, on at any time, upon written notice to the Administrative Agent, establish additional credit facilities (collectively, the “Incremental Credit Facilities”) by increasing the USD Revolving Commitments, Primary Currency Aggregate Revolving Commitments or Secondary Currency Revolving Commitments or and/or establishing one (1) or more new revolving loansadditional term loans (each such term loan, or some combination thereofan “Additional Term Loan” and, together with the Term Loan A and any other Additional Term Loans, collectively, the “Term Loans”) at any time prior to the date that is six (6) months prior to the Maturity Date; provided that: , in any such case: (i) the aggregate amount of loans and commitments for all Incremental Loan Credit Facilities established after the Closing First Amendment Effective Date hereunder as an Incremental Credit Facility shall not exceed Three Hundred Fifty Million Dollars (determined on the date such Incremental Credit Facilities are established) the sum of (A) THREE HUNDRED FIFTY MILLION DOLLARS ($350,000,000); NYDOCS02/1161559.5 51 EXECUTION COPY ) and (iiB) (A) no Default shall exist immediately before or immediately an aggregate amount such that, after giving effect thereto, (B) the to such Incremental Credit Parties shall be in compliance with the financial covenants under Section 8.09 after giving effect thereto Facility on a Pro Forma Basis (assuming for purposes hereof hereof, that the entire amount of the Incremental Loan Facility incremental commitments is fully drawn and funded), the Consolidated Senior Secured Net Leverage Ratio does not exceed 2.25:1.00, it being understood and agreed that any Incremental Credit Facilities so incurred or implemented shall be deemed to have been incurred or implemented under clause (B) prior to clause (A) above; (ii) any increase in the Aggregate Revolving Commitments or the principal amount of any Additional Term Loan established under this Section 2.01 shall be in a principal amount of at least $10,000,000 and integral multiples of $1,000,000 in excess thereof; (iii) any increase in the Aggregate Revolving Commitments under this Section 2.01 shall have terms identical to those for the Revolving Loans under Section 2.01(a), except for fees payable to the Lenders providing commitments for such Incremental Credit Facility; (iv) any Additional Term Loan established under this Section 2.01 (A) will be made in Dollars and may consist of Base Rate Loans or Term SOFR Loans as further provided herein, (B) will have a final maturity date that is coterminous with or later than the Maturity Date, with no more than fifty percent (50%) of the principal amount of such Additional Term Loan being amortized prior to the Maturity Date, (C) will be subject to the representations and warranties mandatory prepayment provisions (including provisions regarding the application of each Credit Party mandatory prepayments) that are contained in Article VI Section 2.05(b), (D) may have pricing that is higher than pricing currently applicable to the Revolving Loans; provided, that with respect to any such Additional Term Loan with a weighted life to maturity that is within one (1) year of the Maturity Date, if the all-in-yield, after giving effect to any offering of such Additional Term Loan at a discount from par or any fees paid to the Lenders in connection therewith, exceeds the all-in-yield (as reasonably determined by the Administrative Agent) with respect to the Revolving Loans or any other Term Loan then in existence by more than fifty basis points (0.50%), then the Applicable Percentage shall be true increased to the extent necessary to cause the all-in-yield with respect the Revolving Loans and/or such other Term Loans to be no more than fifty basis points (0.50%) less than the all-in-yield with respect to such Additional Term Loan (with the amount and correct manner of such increase to be determined by the Administrative Agent, in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effectaccordance with the foregoing, which shall be true and correct in all respects as so qualified) on and as of the date of such effectiveness of the applicable Incremental Credit Extension, except to Facility) and (E) will have covenants that are the extent same as or no more restrictive than the covenants contained in this Credit Agreement as of the date that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects Additional Term Loan is established (other than any representation restrictive covenant that would apply after the Maturity Date (as such Maturity Date may be extended from time to time)); (v) no Default or warranty qualified by materiality Event of Default shall have occurred and be continuing, or Material Adverse Effect, which shall be true would result after giving effect to any such Incremental Credit Facility; (vi) the establishment of the Incremental Credit Facilities and correct the extension of credit thereunder are subject to satisfaction (or waiver in all respects as so qualified) as of such earlier date, and except that for purposes of this accordance with Section 2.01(d), the representations and warranties contained in subsections (a) and (b11.01) of the conditions to all Credit Extensions in Section 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses 5.02; (a) and (b), respectively, of Section 7.01, and (Dvii) the Credit Parties shall demonstrate compliance with the sizing condition for the Incremental Loan Facility in clause (i) hereinabove; (iii) EWI Borrower will provide (A) a compliance certificate from a Responsible Officer confirming that no Default shall exist immediately before or immediately after giving effect to the establishment of the Incremental Credit Facility and demonstrating compliance with the financial covenants hereunder after giving effect to the Incremental Credit Facility on a Pro Forma Basis (assuming, assuming for purposes hereof, that the Incremental Credit Facility amount of the incremental commitments is fully drawn and funded), and (bB) supporting resolutions, legal opinions, promissory notes and other items as may be reasonably required by the Administrative Agent and the Lenders providing the loans and commitments for the Incremental Credit Facility; ; (ivviii) lenders any new Lender providing loans and commitments for such the Incremental Loan Credit Facilities must be acceptable to the Borrower and the Administrative Agent, and any Lender (including any new Lender) providing commitments for any increase in the Aggregate Revolving Commitments must also be reasonably acceptable to the L/C Issuer and the Swingline Lender; (ix) Lenders providing loans and commitments for the Incremental Credit Facility will provide a Lender Joinder Agreement and such other agreements reasonably acceptable to the Administrative Agent; and duly executed Xxxxxx Xxxxxxx Agreement; (vx) upfront and/or fees and arrangement fees, if any, in respect of the new commitments or loans so established, shall have been paid; (xi) if any Revolving Loans are outstanding at the time of any increase in the Aggregate Revolving Commitments pursuant to this Section 2.01, the Borrower will make such payments and adjustments on the Revolving Loans (including payment of any break-funding amounts owing under Section 3.05) as may be paidnecessary to give effect to the revised commitment amounts and percentages, it being agreed that the Administrative Agent shall, in consultation with the Borrower, manage the allocation of the revised commitments percentages to the existing Term SOFR Loans in such a manner as to minimize the break-funding amounts so payable by the Borrower; and (xii) the Administrative Agent shall have received all documents (including resolutions of the board of directors of the Borrower and the Guarantors) it may reasonably request relating to the corporate or other necessary authority for such increase or establishment of any Additional Term Loan and the validity of such increase in the Aggregate Revolving Commitments or establishment of an Additional Term Loan, and any other customary matters relevant thereto, all in form and substance reasonably satisfactory to the Administrative Agent; provided, however that consent of the existing Lenders shall not be required to consummate the transactions contemplated pursuant to this Section 2.01(c); provided, further, that necessary modifications of this Credit Agreement will be consummated as set forth in Section 11.01(g). In connection with establishment of any Incremental Credit Facility, (A) none of the Lenders or their affiliates Affiliates shall have any obligation to provide commitments or loans for any Incremental Credit Facility without their prior written approval, (B) neither none of the Administrative Agent nor any Arranger Agent, the Joint Lead Arrangers or the Lead Lenders shall have any responsibility for arranging any such additional commitments without their prior written consent and subject to such conditions, including fee arrangements, as they may provide in connection therewith and (C) Schedule 2.01 will be deemed to be revised to reflect the Lenders, Loans, Commitments and pro rata shares after giving effect to establishment of any Incremental Credit Facility. NYDOCS02/1161559.5 52.