Common use of Incremental Extensions of Credit Clause in Contracts

Incremental Extensions of Credit. (a) At any time and from time to time, subject to the terms and conditions set forth herein, the Borrower may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (i) to add one or more additional tranches of term loans (the “Incremental Term Loans”), (ii) solely during the Revolving Availability Period, one or more increases in the aggregate amount of the Revolving Commitments (each such increase, a “Revolving Commitment Increase” and, together with the Incremental Term Loans, the “Incremental Extensions of Credit”) or (iii) to incur Alternative Incremental Facility Debt, in an aggregate principal amount not to exceed the sum of (x) $125,000,000 plus (y) an additional amount if, immediately after giving effect to the incurrence of such additional amount (but without giving effect to any amount incurred simultaneously under the immediately preceding clause (x)) and the application of the proceeds therefrom (and assuming that the full amount of such Incremental Extension of Credit has been funded and that such Incremental Extension of Credit is secured), the Total Secured Net Leverage Ratio, recomputed as of the last day of the most recently ended Fiscal Quarter, is equal to or less than 2.50 to 1.00 (provided that if the proceeds of the applicable Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition then the calculation under this clause (y) may be satisfied in accordance with the terms of the Borrower’s LCA Election under Section 1.03); provided that at the time of each such request and upon the effectiveness of the applicable Incremental Facility Amendment, (A) no Default has occurred and is continuing or shall result therefrom (provided that if the proceeds of the applicable Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition then the condition precedent set forth in this clause (A) may be limited to Defaults described in clauses (a), (b), (h) and (i) of Section 7.01), (B) the representations and warranties of the Loan Parties set forth in the Loan Documents would be true and correct in all material respects (or, in the case of representations and warranties qualified as to materiality, in all respects) on and as of the date of, and immediately after giving effect to, the effectiveness of the applicable Incremental Facility Amendment, except in the case of any such representation and warranty that expressly relates to a prior date, in which case such representation and warranty shall be true and correct in all material respects (or in all respects, as applicable) as of such earlier date (provided that if the proceeds of the applicable Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition, then the condition precedent set forth in this clause (B) may be limited to customary “specified representations and warranties” with respect to the Borrower and the Restricted Subsidiaries and (y) customary specified acquisition agreement representations with respect to the Person to be acquired), (C) after giving effect to the applicable Incremental Extension of Credit and the application of the proceeds therefrom (and assuming that the full amount of such Incremental Extension of Credit shall have been funded as Loans on such date), the Borrower shall be in compliance on a Pro Forma Basis with the financial covenants set forth in Sections 6.11 and 6.12 recomputed as of the last day of the most recently ended Fiscal Quarter (provided that if the proceeds of the applicable Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition then the condition precedent set forth in this clause (C) may be satisfied in accordance with the terms of the Borrower’s LCA Election under Section 1.03) and (D) the Borrower shall have delivered a certificate of a Responsible Officer to the effect set forth in the immediately preceding clauses (A), (B) and (C), together with reasonably detailed calculations demonstrating compliance with the immediately preceding clause (C) (which calculations shall, if made as of the last day of any Fiscal Quarter for which the Borrower has not delivered to the Administrative Agent the financial statements and certificate of a Responsible Officer required to be delivered by Section 5.01(a) or 5.01(b) and Section 5.01(c), respectively, be accompanied by a reasonably detailed calculation of Consolidated EBITDA for the relevant period). For purposes of demonstrating compliance with clause of the immediately preceding sentence (C), any Revolving Commitment Increase shall be deemed to be fully drawn as of the last day of the most recently ended Fiscal Quarter. In connection with any calculation of the Total Secured Net Leverage Ratio or the Total Net Leverage Ratio for purposes of this Section 2.20(a), the cash proceeds of the applicable Incremental Extension of Credit will not be deducted from Total Indebtedness or Senior Secured Indebtedness, respectively, when making such calculation. Each tranche of Incremental Term Loans and each Revolving Commitment Increase shall be in an integral multiple of $10,000,000 and be in an aggregate principal amount that is not less than $50,000,000; provided that such amount may be less than $50,000,000 if such amount represents all the remaining availability under the aggregate principal amount of Incremental Extensions of Credit set forth above. (b) The Incremental Term Loans (i) shall rank pari passu or junior in right of payment in respect of the Collateral and with the Obligations in respect of the Revolving Commitments, the Tranche A Term Loans and the Tranche B Term Loans, (ii) for purposes of mandatory prepayments, shall have terms (when taken as a whole) treated no more favorably than (x) in the case of Incremental Term Loans consisting of “tranche A” term loans, the Tranche A Term Loans and (y) in the case of Incremental Term Loans consisting of “tranche B” term loans, Tranche B Term Loans and (iii) other than amortization, pricing or maturity date, shall have terms (when taken as a whole) that are applicable prior to the Latest Maturity Date (at the time of incurrence) no more restrictive than the terms (when taken as a whole) (x) in the case of Incremental Term Loans consisting of “tranche A” term loans, applicable to the Tranche A Term Loans and (y) in the case of Incremental Term Loans consisting of “tranche B” term loans, the Tranche B Term Loans (in each case, as determined by the Borrower in its reasonable business judgment in consultation with the Administrative Agent) unless otherwise consented to by the Administrative Agent; provided that (A) if the Weighted Average Yield relating to any Incremental Term Loan consisting of additional “tranche A” term loans or “tranche B” term loans exceeds the Weighted Average Yield relating to the Tranche A Term Loans or the Tranche B Term Loans, as applicable, immediately prior to the effectiveness of the applicable Incremental Facility Amendment by more than 0.50%, then the Applicable Rate relating to the Tranche A Term Loans or Tranche B Term Loans, as applicable, shall be adjusted so that the Weighted Average Yield relating to such Incremental Term Loans shall not exceed the Weighted Average Yield relating to the Tranche A Term Loans or the Tranche B Term Loans, as applicable, by more than 0.50%; provided, however, that (x) the requirements set forth in this clause (A) shall not apply to any Incremental Extensions of Credit the effective date of which is more than 12 months after the Effective Date and (y) any increase in the Applicable Rate required pursuant to this clause (A) resulting from the application of any interest rate “floor” on any Incremental Term Loan consisting of “tranche A” term loans or “tranche B” term loans will be effected solely through the establishment or increase of an interest rate “floor” on the Tranche A Term Loans or Tranche B Term Loans, as applicable, (B) any Incremental Term Loan consisting of “tranche A” term loans or “tranche B” term loans shall not have a final maturity date earlier than the Tranche A Term Maturity Date or Tranche B Term Maturity Date, as applicable, and (C) any Incremental Term Loan consisting of “tranche A” term loans or “tranche B” term loans shall not have a Weighted Average Life to Maturity that is shorter than the Weighted Average Life to Maturity of the then-remaining Tranche A Term Loans or Tranche B Term Loans, as applicable. (c) Each notice from the Borrower pursuant to this Section shall set forth the requested amount and proposed terms of the relevant Incremental Extension of Credit. Any additional bank, financial institution, existing Lender or other Person that elects to extend Incremental Extensions of Credit shall be reasonably satisfactory to the Borrower and the Administrative Agent (and, in the case of any Revolving Commitment Increase, each Issuing Bank) (any such bank, financial institution, existing Lender or other Person being called an “Additional Lender”) and, if not already a Lender, shall become a Lender under this Agreement pursuant to an amendment (an “Incremental Facility Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, such Additional Lender and the Administrative Agent. No Lender shall be obligated to provide any Incremental Extension of Credit, unless it so agrees. Commitments in respect of any Incremental Extensions of Credit shall become Commitments (or in the case of any Revolving Commitment Increase to be provided by an existing Revolving Lender, an increase in such Revolving Lender’s Revolving Commitment) under this Agreement upon the effectiveness of the applicable Incremental Facility Amendment. An Incremental Facility Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement or any other Loan Document as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section (including to provide for voting provisions applicable to the Additional Lenders comparable to the provisions of clause (B) of the second proviso of Section 9.02(b)). The effectiveness of any Incremental Facility Amendment shall, unless otherwise agreed to by the Administrative Agent and the Additional Lenders, be subject to the satisfaction on the effective date thereof of each of the conditions set forth in Section 4.02 (it being understood and agreed that all references to a Borrowing in Section 4.02 shall be deemed to refer to the applicable Incremental Facility Amendment). (d) On the date of effectiveness of any Revolving Commitment Increase, (i) the aggregate principal amount of the Revolving Loans outstanding (the “Existing Revolving Borrowings”) immediately prior to the effectiveness of such Revolving Commitment Increase shall be deemed to be repaid, (ii) each Revolving Commitment Increase Lender that shall have had a Revolving Commitment prior to the effectiveness of such Revolving Commitment Increase shall pay to the Administrative Agent in same day funds an amount equal to the amount, if any, by which (A) (1) such Revolving Commitment Increase Lender’s Applicable Percentage (calculated after giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount of the Resulting Revolving Borrowings (as hereinafter defined) exceeds (B) (1) such Revolving Commitment Increase Lender’s Applicable Percentage (calculated without giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount of the Existing Revolving Borrowings, (iii) each Revolving Commitment Increase Lender that shall not have had a Revolving Commitment prior to the effectiveness of such Revolving Commitment Increase shall pay to Administrative Agent in same day funds an amount equal to (1) such Revolving Commitment Increase Lender’s Applicable Percentage (calculated after giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount of the Resulting Revolving Borrowings, (iv) after the Administrative Agent receives the funds specified in clauses (ii) and (iii) above, the Administrative Agent shall pay to each Revolving Lender the portion of such funds that is equal to the amount, if any, by which (A) (1) such Revolving Lender’s Applicable Percentage (calculated without giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount of the Existing Revolving Borrowings, exceeds (B) (1) such Revolving Lender’s Applicable Percentage (calculated after giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount of the Resulting Revolving Borrowings, (v) after the effectiveness of such Revolving Commitment Increase, the Borrower shall be deemed to have made new Revolving Borrowings (the “Resulting Revolving Borrowings”) in an aggregate principal amount equal to the aggregate principal amount of the Existing Revolving Borrowings and of the Types and for the Interest Periods specified in a Borrowing Request delivered to the Administrative Agent in accordance with Section 2.03 (and the Borrower shall deliver such Borrowing Request), (vi) each Revolving Lender shall be deemed to hold its Applicable Percentage of each Resulting Revolving Borrowing (calculated after giving effect to the effectiveness of such Revolving Commitment Increase) and (vii) the Borrower shall pay each Revolving Lender any and all accrued but unpaid interest on its Loans comprising the Existing Revolving Borrowings. The deemed payments of the Existing Revolving Borrowings made pursuant to clause (i) above shall be subject to compensation by the Borrower pursuant to the provisions of Section 2.15 if the date of the effectiveness of such Revolving Commitment Increase occurs other than on the last day of the Interest Period relating thereto. Upon each Revolving Commitment Increase pursuant to this Section, each Revolving Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Revolving Commitment Increase Lender, and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of such Revolving Lender’s participations hereunder in outstanding Letters of Credit such that, after giving effect to such Revolving Commitment Increase and each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding participations hereunder in Letters of Credit held by each Revolving Lender (including each such Revolving Commitment Increase Lender) will equal such Revolving Lender’s Applicable Percentage.

Incremental Extensions of Credit. (a) At any time and from time to time, commencing on the Funding Date and ending on the Latest Maturity Date (or, in the case of any Revolving Commitment Increase (as defined below), on the Revolving Maturity Date), subject to the terms and conditions set forth herein, the Borrower may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (i) to add one or more additional tranches of term loans (the “Incremental Term Loans”), (ii) solely during the Revolving Availability Period, one or more increases in the aggregate amount of the Revolving Commitments (each such increase, a “Revolving Commitment Increase” and, together with the Incremental Term LoansLoans and any Alternative Incremental Facility Debt, the “Incremental Extensions of Credit”) or (iii) to incur Alternative Incremental Facility Debt, in an aggregate principal amount not to exceed the sum of (x) $125,000,000 plus (y) an additional amount if, immediately after giving effect to the incurrence of such additional amount (but without giving effect to any amount incurred simultaneously under the immediately preceding clause (x)) and the application of the proceeds therefrom (and assuming that the full amount of such for all Incremental Extension Extensions of Credit has been funded made on and that such Incremental Extension after the Funding Date) of Credit is secured), the Total Secured Net Leverage Ratio, recomputed as of the last day of the most recently ended Fiscal Quarter, is equal up to or less than 2.50 to 1.00 (provided that if the proceeds of the applicable Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition then the calculation under this clause (y) may be satisfied in accordance with the terms of the Borrower’s LCA Election under Section 1.03)$40,000,000; provided that that, at the time of each such request and upon the effectiveness of the applicable each Incremental Facility AmendmentAmendment or the incurrence of such Alternative Incremental Facility Debt, (A) no Default or Event of Default has occurred and is continuing or shall result therefrom (provided that if in the event the proceeds of the applicable any Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition then the any investment permitted hereunder, such condition precedent set forth in this clause (A) may be waived or limited to Defaults described in clauses (a)as agreed between the Borrower and the Lenders providing such Incremental Extension of Credit, (b), (h) and (i) without the consent of Section 7.01any other Lenders), (B) the representations and warranties of Holdings, the Borrower and each other Loan Parties Party, as applicable, set forth in the Loan Documents would be true and correct in all material respects (or, in the case of representations and warranties qualified as to materiality, in all respects) on and as of the date of, and immediately after giving effect to, the effectiveness of the applicable Incremental Facility Amendment, except in the case of any such representation and warranty that expressly relates to a prior date, in which case such representation and warranty shall be true and correct in all material respects (or in all respects, as applicable) as incurrence of such earlier date Incremental Extension of Credit (provided that if in the event the proceeds of the applicable any Incremental Extension of Credit are to be used to finance a Limited Condition Acquisitionany investment permitted hereunder, then the such condition precedent set forth in this clause (B) may be waived or limited to customary “specified representations and warranties” with respect to as agreed between the Borrower and the Restricted Subsidiaries and (y) customary specified acquisition agreement representations with respect to Lenders providing such Incremental Extension of Credit, without the Person to be acquiredconsent of any other Lenders), (C) after giving effect to the applicable such Incremental Extension of Credit and the application of the proceeds therefrom (and assuming that the full amount of such Incremental Extension of Credit shall have been funded as Loans on such date), the Borrower Holdings shall be in compliance on a Pro Forma Basis with the financial covenants set forth in Sections 6.11 6.12 and 6.12 6.13 recomputed as of the last day of the most recently ended Fiscal Quarter fiscal quarter of the Borrower (provided that if in the event the proceeds of the applicable any Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition then the any investment permitted hereunder, such condition precedent set forth in this clause (C) may shall be required to be satisfied in accordance with the terms as of the Borrower’s LCA Election under Section 1.03date on which the binding agreement for such investment is entered into rather than the date of effectiveness of the applicable Incremental Extension of Credit) and (D) the Borrower shall have delivered a certificate of a Responsible Financial Officer to the effect set forth in the immediately preceding clauses (A), (B) and (C)) above, together with reasonably detailed calculations demonstrating compliance with the immediately preceding clause (C) above (which calculations shall, if made as of the last day of any Fiscal Quarter fiscal quarter of the Borrower for which the Borrower has not delivered to the Administrative Agent the financial statements and certificate of a Responsible Financial Officer required to be delivered by Section 5.01(a) or 5.01(b) and Section 5.01(c), respectively, be accompanied by a reasonably detailed calculation of Consolidated EBITDA for the relevant period). For purposes of demonstrating compliance with clause of the immediately preceding sentence (C), any Revolving Commitment Increase shall be deemed to be fully drawn as of the last day of the most recently ended Fiscal Quarter. In connection with any calculation of the Total Secured Net Leverage Ratio or the Total Net Leverage Ratio for purposes of this Section 2.20(a), the cash proceeds of the applicable Incremental Extension of Credit will not be deducted from Total Indebtedness or Senior Secured Indebtedness, respectively, when making such calculation. Each tranche Class of Incremental Term Loans and each Revolving Commitment Increase shall be in an integral multiple of $10,000,000 1,000,000 and be in an aggregate principal amount that is not less than $50,000,00010,000,000; provided that such amount may be less than $50,000,000 10,000,000 if such amount represents all the remaining availability under the aggregate principal amount of Incremental Extensions of Credit set forth above. (b) The Incremental Term Loans (i) shall rank pari passu or junior in right of payment in respect of the Collateral and with the Obligations in respect of the Revolving Commitments, Commitments and the Tranche A Term Loans and the Tranche B Term Loans, (ii) for purposes of mandatory prepayments, shall have terms be treated substantially the same as (when taken as a whole) treated and in any event no more favorably than (xthan) in the case of Incremental Term Loans consisting of “tranche A” term loans, the Tranche A Term Loans and (y) in the case of Incremental Term Loans consisting of “tranche B” term loans, Tranche B Term Loans and (iii) other than amortization, pricing or and maturity date, shall have be on terms (when taken as a whole) that are applicable prior identical to the Latest Maturity Date (at the time of incurrence) no more restrictive than the terms (when taken as a whole) (x) in the case of Incremental Term Loans consisting of “tranche A” term loans, applicable with respect to the Tranche A Term Loans and (y) in the case of Incremental Term Loans consisting of “tranche B” term loans, the Tranche B Term Loans (in each case, as shall be made on conditions determined by the Borrower in its reasonable business judgment in consultation with and the Administrative Agent) unless otherwise consented to by the Administrative AgentLenders providing such Incremental Term Loans; provided that (A) if the Weighted Average Yield relating to any Incremental Term Loan consisting of additional “tranche A” term loans or “tranche B” term loans Loans exceeds the Weighted Average Yield relating to the Tranche A Term Loans or (after giving effect to any amendments to the applicable margin on the Tranche B A Term Loans, as applicable, Loans prior to the time that such Incremental Term Loans are made) immediately prior to the effectiveness of the applicable Incremental Facility Amendment by more than 0.50%Amendment, then the Applicable Rate relating to the Tranche A Term Loans or Tranche B Term Loans, as applicable, shall be adjusted so that the Weighted Average Yield relating to such Incremental Term Loans shall not exceed the Weighted Average Yield relating to the Tranche A Term Loans or the Tranche B Term Loans, as applicable, by more than 0.50%; provided, however, provided that (x) the requirements set forth in of this clause (A) shall not apply to any Incremental Extensions of Credit Term Loan the effective maturity date of which is more than 12 months at least two years after the Effective Tranche A Term Maturity Date and (y) any increase if the Adjusted LIBO Rate or the Adjusted EURIBO Rate in respect of the Applicable Tranche A Term Loans or such Incremental Term Loans includes an interest rate “floor”, then such interest rate “floor”, to the extent greater than the Adjusted LIBO Rate required pursuant or the Adjusted EURIBO Rate (in each case, assuming a three-month Interest Period and without giving effect to this clause (A) resulting from the application of any interest rate “floor” on any set forth in the definition thereof) immediately prior to the effectiveness of the applicable Incremental Term Loan consisting Facility Amendment, shall be equated to interest margin (calculated by the Administrative Agent in accordance with its customary practice) for purposes of “tranche A” term loans or “tranche B” term loans will be effected solely through determining whether an increase to the establishment or increase of an interest rate “floor” on Applicable Rate relating to the Tranche A Term Loans or Tranche B Term Loans, as applicableshall be required, (B) any Incremental Term Loan consisting of “tranche A” term loans or “tranche B” term loans shall not have (1) a final maturity date earlier than the Tranche A Term Maturity Date or Tranche B Term Maturity Date, as applicable, and (C2) any Incremental Term Loan consisting of “tranche A” term loans or “tranche B” term loans shall not have a Weighted Average Life weighted average life to Maturity maturity that is shorter than the Weighted Average Life remaining weighted average life to Maturity maturity of the then-remaining Tranche A Term Loans and (C) one or Tranche B more additional financial maintenance covenants may be added to this Agreement for the benefit of any Incremental Term Loans, Loans so long as applicablesuch financial maintenance covenants are for the benefit of all other Lenders in respect of all Loans and Commitments outstanding at the time that the applicable Incremental Facility Amendment becomes effective. (c) Each notice from the Borrower pursuant to this Section shall set forth the requested amount and proposed terms of the relevant Incremental Extension of Credit. Any additional bank, financial institution, existing Lender or other Person that elects to extend commitments in respect of any Incremental Extensions of Credit Term Loans or Revolving Commitment Increase shall be reasonably satisfactory to the Borrower and the Administrative Agent (and, in the case of any Revolving Commitment Increase, each Issuing BankBank and each Swingline Lender) (any such bank, financial institution, existing Lender or other Person being called an “Additional Lender”) and, if not already a Lender, shall become a Lender under this Agreement pursuant to an amendment (an “Incremental Facility Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by Holdings, the Borrower, such Additional Lender and the Administrative Agent. No Lender shall be obligated to provide any Incremental Extension of Credit, Credit unless it so agrees. Commitments in respect of any Incremental Extensions of Credit Term Loans or Revolving Commitment Increase shall become Commitments (or in the case of any Revolving Commitment Increase to be provided by an existing Revolving Lender, an increase in such Revolving Lender’s Revolving Commitment) under this Agreement upon the effectiveness of the applicable Incremental Facility Amendment. An Incremental Facility Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement or to any other Loan Document as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section (including to provide for voting provisions applicable to the Additional Lenders comparable to the provisions of clause (B) of the second proviso of Section 9.02(b)). The effectiveness of any Incremental Facility Amendment shall, unless otherwise agreed to by the Administrative Agent and the Additional Lenders, be subject to the satisfaction on the effective date thereof of each of the conditions set forth in Section 4.02 (it being understood and agreed that all references to a Borrowing in Section 4.02 shall be deemed to refer to the applicable Incremental Facility Amendment). (d) On the date of effectiveness of any Revolving Commitment Increase, (i) the aggregate principal amount of the Revolving Loans outstanding (the “Existing Revolving Borrowings”) immediately prior to the effectiveness of such Revolving Commitment Increase shall be deemed to be repaid, (ii) each Revolving Commitment Increase Lender that shall have had a Revolving Commitment prior to the effectiveness of such Revolving Commitment Increase shall pay to the Administrative Agent in same day funds an amount equal to the amount, if any, by which (A) (1) such Revolving Commitment Increase Lender’s Applicable Percentage (calculated after giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount of the Resulting Revolving Borrowings (as hereinafter defined) exceeds (B) (1) such Revolving Commitment Increase Lender’s Applicable Percentage (calculated without giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount of the Existing Revolving Borrowings, (iii) each Revolving Commitment Increase Lender that shall not have had a Revolving Commitment prior to the effectiveness of such Revolving Commitment Increase shall pay to Administrative Agent in same day funds an amount equal to (1) such Revolving Commitment Increase Lender’s Applicable Percentage (calculated after giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount of the Resulting Revolving Borrowings, (iv) after the Administrative Agent receives the funds specified in clauses (ii) and (iii) above, the Administrative Agent shall pay to each Revolving Lender the portion of such funds that is equal to the amount, if any, by which (A) (1) such Revolving Lender’s Applicable Percentage (calculated without giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount of the Existing Revolving Borrowings, exceeds (B) (1) such Revolving Lender’s Applicable Percentage (calculated after giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount of the Resulting Revolving Borrowings, (v) after the effectiveness of such Revolving Commitment Increase, the Borrower shall be deemed to have made new Revolving Borrowings (the “Resulting Revolving Borrowings”) in an aggregate principal amount equal to the aggregate principal amount of the Existing Revolving Borrowings and of the Types and for the Interest Periods specified in a Borrowing Request delivered to the Administrative Agent in accordance with Section 2.03 (and the Borrower shall deliver such Borrowing Request), (vi) each Revolving Lender shall be deemed to hold its Applicable Percentage of each Resulting Revolving Borrowing (calculated after giving effect to the effectiveness of such Revolving Commitment Increase) and (vii) the Borrower shall pay each Revolving Lender any and all accrued but unpaid interest on its Loans comprising the Existing Revolving Borrowings. The deemed payments of the Existing Revolving Borrowings made pursuant to clause (i) above shall be subject to compensation by the Borrower pursuant to the provisions of Section 2.15 2.16 if the date of the effectiveness of such Revolving Commitment Increase occurs other than on the last day of the Interest Period relating thereto. Upon each Revolving Commitment Increase pursuant to this Section, each Revolving Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Revolving Commitment Increase Lender, and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of such Revolving Lender’s participations hereunder in outstanding Letters of Credit and Swingline Loans such that, after giving effect to such Revolving Commitment Increase and each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding participations hereunder in Letters of Credit and participations hereunder in Swingline Loans, in each case held by each Revolving Lender (including each such Revolving Commitment Increase Lender) will equal such Revolving Lender’s Applicable Percentage. Each Revolving Commitment Increase shall be on the same terms as are applicable to the Revolving Loans; provided that (A) the Borrower may increase the Applicable Rate applicable to the Revolving Loans and the Revolving Commitments in connection with any Revolving Commitment Increase if, after the effectiveness of the applicable Incremental Facility Amendment, such increased Applicable Rate applies to all Revolving Loans and Revolving Commitments, (B) if the Weighted Average Yield relating to the Revolving Commitments (and the Revolving Loans made thereunder) in respect of any Revolving Commitment Increase exceeds the Weighted Average Yield relating to the Revolving Loans and Revolving Commitments (after giving effect to any amendments to the applicable margin on the Revolving Loans and the Revolving Commitments prior to the time that such Revolving Commitment Increase becomes effective) immediately prior to the effectiveness of the applicable Incremental Facility Amendment, then the Borrower shall pay to the Revolving Lenders existing immediately prior to the effectiveness of such Incremental Facility Amendment an additional amount so that the Weighted Average Yield relating to the Revolving Commitments (and the Revolving Loans to be made thereunder) in respect of such Revolving Commitment Increase shall not exceed the Weighted Average Yield relating to the Revolving Loans and the Revolving Commitments outstanding immediately prior to the effectiveness of such Incremental Facility Amendment and (C) one or more additional financial maintenance covenants may be added to this Agreement for the benefit of any Revolving Commitment Increase so long as such financial maintenance covenants are for the benefit of all other Lenders in respect of all Loans and Commitments outstanding at the time that the applicable Incremental Facility Amendment becomes effective.

Incremental Extensions of Credit. (a) At any time and from time to time, commencing on the Effective Date and ending on the latest Maturity Date, subject to the terms and conditions set forth herein, the Borrower may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (i) to add one or more additional tranches of term loans (the “Incremental Term Loans”), (ii) to add one or more additional tranches of revolving commitments (each, an “Incremental Revolving Commitment”, and the loans made pursuant thereto, the “Incremental Revolving Loans”; the Incremental Revolving Commitments and the Incremental Revolving Loans, together with the Incremental Term Loans, the “Incremental Facilities”) (provided that at no time shall there be more than a total of four Classes of revolving credit commitments outstanding), (iii) solely during the Revolving Availability Period, one or more increases in the aggregate amount of the Revolving Commitments of either Class (each such increase, a “Revolving Commitment Increase” and, together with the Incremental Term LoansFacilities, any Alternative Incremental Facility Debt and the Incremental Revolving Facilities, the “Incremental Extensions of Credit”) or (iiiiv) to incur Alternative Incremental Facility Debt, in an aggregate principal amount not of up to exceed the sum of (x) $125,000,000 200,000,000 plus (y) an additional amount if, immediately after giving effect to the incurrence of such additional amount (but without giving effect to any amount incurred simultaneously under the immediately preceding clause (x)) and the application of the proceeds therefrom (and assuming that the full amount of such Incremental Extension Extensions of Credit has been funded on such date and that such Incremental Extension Extensions of Credit is securedare secured on a senior basis), the Total Senior Secured Net Leverage Ratio, recomputed as of the last day of the most recently ended Fiscal Quarter, Ratio is equal to or less than 2.50 2.25 to 1.00 (provided that if the proceeds of the applicable Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition then the calculation under this clause (y) may be satisfied in accordance with the terms of the Borrower’s LCA Election under Section 1.03)1.00; provided that that, at the time of each such request and upon the effectiveness of the applicable each Incremental Facility Amendment, (A) no Default or Event of Default has occurred and is continuing or shall result therefrom (provided that if in the event the proceeds of the applicable any Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition then the any investment permitted hereunder, such condition precedent related to the absence of Default or Event of Default shall be that no Event of Default of the type set forth in this clause (A) may be limited to Defaults described in clauses (aSection 7.01(a), (b), (h) and or (i) of Section 7.01shall have occurred and be continuing), (B) the representations and warranties of Holdings, the Borrower and each other Loan Parties Party, as applicable, set forth in the Loan Documents would be true and correct in all material respects (or, in the case of representations and warranties qualified as to materiality, in all respects) on and as of the date of, and immediately after giving effect to, the effectiveness of the applicable Incremental Facility Amendment, except in the case of any such representation and warranty that expressly relates to a prior date, in which case such representation and warranty shall be true and correct in all material respects (or in all respects, as applicable) as of such earlier date (provided that if the proceeds of the applicable Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition, then the condition precedent set forth in this clause (B) may be limited to customary “specified representations and warranties” with respect to the Borrower and the Restricted Subsidiaries and (y) customary specified acquisition agreement representations with respect to the Person to be acquired), (C) after giving effect to the applicable Incremental Extension of Credit and the application of the proceeds therefrom (and assuming that the full amount incurrence of such Incremental Extension of Credit shall have been funded as Loans on such date), the Borrower shall be in compliance on a Pro Forma Basis with the financial covenants set forth in Sections 6.11 and 6.12 recomputed as of the last day of the most recently ended Fiscal Quarter (provided that if in the event the proceeds of the applicable any Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition then the any investment permitted hereunder, such condition precedent set forth in this clause (C) related to the making and accuracy of such representations and warranties may be satisfied in accordance with waived or limited as agreed between the terms Borrower and the Lenders providing such Incremental Extension of Credit, without the Borrower’s LCA Election under Section 1.03consent of any other Lenders) and (DC) the Borrower shall have delivered a certificate of a Responsible Financial Officer to the effect set forth in the immediately preceding clauses (A), ) and (B) and (C)above, together with reasonably detailed calculations demonstrating compliance with the immediately preceding clause (Cy) above (which calculations shall, if made as of the last day of any Fiscal Quarter fiscal quarter of the Borrower for which the Borrower has not delivered to the Administrative Agent the financial statements and certificate of a Responsible Financial Officer required to be delivered by Section 5.01(a) or 5.01(b) and Section 5.01(c), respectively, be accompanied by a reasonably detailed calculation of Consolidated EBITDA for the relevant period). For purposes of demonstrating compliance with clause of the immediately preceding sentence (C), any Revolving Commitment Increase shall be deemed to be fully drawn as of the last day of the most recently ended Fiscal Quarter. In connection with any calculation of the Total Secured Net Leverage Ratio or the Total Net Leverage Ratio for purposes of this Section 2.20(a), the cash proceeds of the applicable Incremental Extension of Credit will not be deducted from Total Indebtedness or Senior Secured Indebtedness, respectively, when making such calculation. Each tranche Class of Incremental Term Loans and Incremental Revolving Commitments, and each Revolving Commitment Increase Increase, shall be in an integral multiple of $10,000,000 5,000,000 and be in an aggregate principal amount that is not less than $50,000,00025,000,000; provided that such amount may be less than $50,000,000 25,000,000 if such amount represents all the remaining availability under the aggregate principal amount of Incremental Extensions of Credit set forth above. (b) The Incremental Term Loans Facilities (i) shall rank pari passu or junior in right of payment in respect of the Collateral and with the Obligations in respect of the Revolving Commitments, the Tranche A Term Loans and the Tranche B Term Loans, (ii) for purposes of mandatory prepayments, shall have terms be treated substantially the same as (when taken as a whole) treated and in any event no more favorably than (xthan) in the case of Incremental Term Loans consisting of “tranche A” term loans, the Tranche A Term Loans and (y) in the case of Incremental Term Loans consisting of “tranche B” term loans, Tranche B Term Loans and (iii) other than amortization, pricing or and maturity date, shall have be on terms and subject to conditions as agreed between the Borrower and the Lenders providing the applicable Incremental Extension of Credit and, to the extent such terms (when taken as a wholeother than with respect to maturity, amortization and pricing) that are applicable prior to inconsistent with those governing the Latest Maturity Date Revolving Commitments (at in the time case of incurrence) no more restrictive than an Incremental Revolving Commitment), the terms Tranche A Term Loans (when taken as a whole) (x) in the case of Incremental Term Loans consisting of “tranche A” term loans, applicable to the Tranche A Term Loans and (yLoans) in the case of Incremental Term Loans consisting of “tranche B” term loans, or the Tranche B Term Loans (in each casethe case of Incremental Tranche B Term Loans), as determined by the Borrower in its reasonable business judgment in consultation with the Administrative Agent) unless otherwise consented reasonably satisfactory to by the Administrative Agent; provided that (A) if the Weighted Average Yield relating to any Incremental Tranche A Term Loan consisting of additional “tranche A” term loans or “tranche B” term loans Incremental Tranche B Term Loan exceeds the Weighted Average Yield relating to the Tranche A Term Loans or the Tranche B Term Loans, respectively (after giving effect to any amendments to the applicable margin on such Class of existing Term Loans prior to the time that such Incremental Tranche A Term Loans or Incremental Tranche B Term Loans, as applicablethe case may be, are made) immediately prior to the effectiveness of the applicable Incremental Facility Amendment by more than 0.50%, then the Applicable Rate relating to the Tranche A such Class of existing Term Loans or Tranche B Term Loans, as applicable, shall be adjusted so that the Weighted Average Yield relating to such Incremental Tranche A Term Loans or Incremental Tranche B Term Loans, as the case may be, shall not exceed the Weighted Average Yield relating to the Tranche A Term Loans or the such Class of existing Tranche B Term Loans, as applicable, Loans by more than 0.50%; provided, however, that (x) the requirements set forth in this clause (A) shall not apply to any Incremental Extensions of Credit the effective date of which is more than 12 months after the Effective Date and (y) any increase in the Applicable Rate required pursuant to this clause (A) resulting from the application of any interest rate “floor” on any Incremental Term Loan consisting of “tranche A” term loans or “tranche B” term loans will be effected solely through the establishment or increase of an interest rate “floor” on the Tranche A Term Loans or Tranche B Term Loans, as applicable, (B) if the Weighted Average Yield relating to any Incremental Revolving Loans exceeds the Weighted Average Yield relating to the Revolving Loans (after giving effect to any amendments to the applicable margin of the Revolving Loans prior to the time that such Incremental Revolving Commitments in respect of such Incremental Revolving Loans are made) immediately prior to the effectiveness of the applicable Incremental Facility Amendment, then the Applicable Rate relating to the Revolving Loans shall be adjusted so that the Weighted Average Yield relating to such Incremental Revolving Loans shall equal the Weighted Average Yield relating to the Revolving Loans, (C) any Incremental Tranche A Term Loan consisting of “tranche A” term loans or “tranche B” term loans shall not have (1) a final maturity date earlier than the Tranche A Term Maturity Date or Tranche B Term Maturity Date, as applicable, and (C2) any Incremental Term Loan consisting of “tranche A” term loans or “tranche B” term loans shall not have a Weighted Average Life weighted average life to Maturity maturity that is shorter than the Weighted Average Life remaining weighted average life to Maturity maturity of the then-remaining Tranche A Term Loans or Loans, (D) any Incremental Tranche B Term Loans, as applicableLoan shall not have (1) a final maturity date earlier than the Tranche B Term Maturity Date and (2) a weighted average life to maturity that is shorter than the remaining weighted average life to maturity of the then-remaining Tranche B Term Loans and (E) any Incremental Revolving Facility shall not have a maturity date that is earlier than the Revolving Maturity Date and shall not require any mandatory commitment reductions. (c) Each notice from the Borrower pursuant to this Section shall set forth the requested amount and proposed terms of the relevant Incremental Extension of Credit. Any additional bank, financial institution, existing Lender or other Person that elects to extend Incremental Extensions of Credit shall be reasonably satisfactory to the Borrower and the Administrative Agent (and, in the case of any Revolving Commitment Increase, each applicable Issuing BankBank and, in the case of a Revolving Commitment Increase in respect of the Dollar Revolving Commitments, the Swingline Lender) (any such bank, financial institution, existing Lender or other Person being called an “Additional Lender”) and, if not already a Lender, shall become a Lender under this Agreement pursuant to an amendment (an “Incremental Facility Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by Holdings, the Borrower, such Additional Lender and the Administrative Agent. No Lender shall be obligated to provide any Incremental Extension of Credit, Credit unless it so agrees. Commitments in respect of any Incremental Extensions Extension of Credit shall become Commitments (or in the case of any Revolving Commitment Increase to be provided by an existing Revolving Lender, an increase in such Revolving Lender’s Dollar Revolving Commitment or Multi-Currency Revolving Commitment, as the case may be) under this Agreement upon the effectiveness of the applicable Incremental Facility Amendment. An Incremental Facility Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement or to any other Loan Document as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section (including to provide for voting provisions applicable to the Additional Lenders comparable to the provisions of clause (B) of the second proviso of Section 9.02(b)). The effectiveness of any Incremental Facility Amendment shall, unless otherwise agreed to by the Administrative Agent and the Additional Lenders, be subject to the satisfaction on the effective date thereof of each of the conditions set forth in clauses (a) and (b) of Section 4.02 (it being understood and agreed that all references to a Borrowing in clauses (a) and (b) of Section 4.02 shall be deemed to refer to the applicable Incremental Facility Amendment). (d) On the date of effectiveness of any Revolving Commitment Increase, (i) the aggregate principal amount of the applicable Class of Revolving Loans outstanding (the “Existing Revolving Borrowings”) immediately prior to the effectiveness of such Revolving Commitment Increase shall be deemed to be repaid, (ii) each Revolving Commitment Increase Lender that shall have had a Revolving Commitment of the same Class prior to the effectiveness of such Revolving Commitment Increase shall pay to the Administrative Agent in same day funds an amount equal to the amount, if any, by which (A) (1) such Revolving Commitment Increase Lender’s Dollar Applicable Percentage or Multi-Currency Applicable Percentage, as the case may be (calculated after giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount of the Resulting Revolving Borrowings (as hereinafter defined) exceeds (B) (1) such Revolving Commitment Increase Lender’s Dollar Applicable Percentage or Multi-Currency Applicable Percentage, as the case may be (calculated without giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount of the Existing Revolving Borrowings, (iii) each Revolving Commitment Increase Lender that shall not have had a Revolving Commitment of the applicable Class prior to the effectiveness of such Revolving Commitment Increase shall pay to Administrative Agent in same day funds an amount equal to (1) such Revolving Commitment Increase Lender’s Dollar Applicable Percentage or Multi-Currency Applicable Percentage, as the case may be (calculated after giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount of the Resulting Revolving Borrowings, (iv) after the Administrative Agent receives the funds specified in clauses (ii) and (iii) above, the Administrative Agent shall pay to each Revolving Lender of the Applicable Class the portion of such funds that is equal to the amount, if any, by which (A) (1) such Revolving Lender’s Dollar Applicable Percentage or Multi-Currency Applicable Percentage, as the case may be (calculated without giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount of the Existing Revolving Borrowings, exceeds (B) (1) such Revolving Lender’s Dollar Applicable Percentage or Multi-Currency Applicable Percentage, as the case may be (calculated after giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount of the Resulting Revolving Borrowings, (v) after the effectiveness of such Revolving Commitment Increase, the Borrower shall be deemed to have made new Revolving Borrowings (the “Resulting Revolving Borrowings”) in an aggregate principal amount equal to the aggregate principal amount of the Existing Revolving Borrowings and of the Types and for the Interest Periods specified in a Borrowing Request delivered to the Administrative Agent in accordance with Section 2.03 (and the Borrower shall deliver such Borrowing Request), (vi) each Revolving Lender of the Applicable Class shall be deemed to hold its Dollar Applicable Percentage or Multi-Currency Applicable Percentage, as the case may be, of each Resulting Revolving Borrowing (calculated after giving effect to the effectiveness of such Revolving Commitment Increase) and (vii) the Borrower shall pay each Revolving Lender of the applicable Class any and all accrued but unpaid interest on its Loans comprising the Existing Revolving Borrowings. The deemed payments of the Existing Revolving Borrowings made pursuant to clause (i) above shall be subject to compensation by the Borrower pursuant to the provisions of Section 2.15 2.16 if the date of the effectiveness of such Revolving Commitment Increase occurs other than on the last day of the Interest Period relating thereto. Upon each Revolving Commitment Increase pursuant to this Section, each Revolving Lender of the applicable Class immediately prior to such increase will automatically and without further act be deemed to have assigned to each Revolving Commitment Increase Lender, and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of such Revolving Lender’s participations hereunder in outstanding Letters of Credit of the applicable Class and, in the case of a Revolving Commitment Increase Lender that is a Dollar Revolving Lender, Swingline Loans such that, after giving effect to such Revolving Commitment Increase and each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding participations hereunder in Letters of Credit of the applicable Class and, in the case of a Revolving Commitment Increase Lender that is a Dollar Revolving Lender, participations hereunder in Swingline Loans, in each case held by each Revolving Lender of the applicable Class (including each such Revolving Commitment Increase Lender) will equal such Revolving Lender’s Dollar Applicable Percentage or Multi-Currency Applicable Percentage, as the case may be.

Incremental Extensions of Credit. (a) At any time and from time to timeduring the Revolving Availability Period, subject to the terms and conditions set forth herein, the Borrower maymay at any time and from time to time, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (i) to add one or more additional tranches of term loans or additional revolving commitments (the “Incremental Term Loans”), (ii) solely during the Revolving Availability Period, one or more increases in the aggregate amount of the Revolving Commitments (each such increase, a “Revolving Commitment Increase” and, together with the Incremental Term Loanstogether, the “Incremental Extensions of Credit”) or (iii) to incur Alternative Incremental Facility Debt, in an aggregate minimum principal amount not to exceed the sum of (x) $125,000,000 plus (y) an additional amount if, immediately after giving effect to the incurrence of such additional amount (but without giving effect to any amount incurred simultaneously under the immediately preceding clause (x)) and the application of the proceeds therefrom (and assuming that the full amount of such Incremental Extension of Credit has been funded and that such Incremental Extension of Credit is secured), the Total Secured Net Leverage Ratio, recomputed as of the last day of the most recently ended Fiscal Quarter, is equal to or less than 2.50 to 1.00 (provided that if the proceeds of the applicable Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition then the calculation under this clause (y) may be satisfied in accordance with the terms of the Borrower’s LCA Election under Section 1.03); provided that at the time of each such request and upon the effectiveness of the applicable Incremental Facility Amendment, (A) no Default has occurred and is continuing or shall result therefrom (provided that if the proceeds of the applicable Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition then the condition precedent set forth in this clause (A) may be limited to Defaults described in clauses (a), (b), (h) and (i) of Section 7.01), (B) the representations and warranties of the Loan Parties set forth in the Loan Documents would be true and correct in all material respects (or, in the case of representations and warranties qualified as to materiality, in all respects) on and as of the date of, and immediately after giving effect to, the effectiveness of the applicable Incremental Facility Amendment, except in the case of any such representation and warranty that expressly relates to a prior date, in which case such representation and warranty shall be true and correct in all material respects (or in all respects, as applicable) as of such earlier date (provided that if the proceeds of the applicable Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition, then the condition precedent set forth in this clause (B) may be limited to customary “specified representations and warranties” with respect to the Borrower and the Restricted Subsidiaries and (y) customary specified acquisition agreement representations with respect to the Person to be acquired), (C) after giving effect to the applicable Incremental Extension of Credit and the application of the proceeds therefrom (and assuming that the full amount of such Incremental Extension of Credit shall have been funded as Loans on such date), the Borrower shall be in compliance on a Pro Forma Basis with the financial covenants set forth in Sections 6.11 and 6.12 recomputed as of the last day of the most recently ended Fiscal Quarter (provided that if the proceeds of the applicable Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition then the condition precedent set forth in this clause (C) may be satisfied in accordance with the terms of the Borrower’s LCA Election under Section 1.03) and (D) the Borrower shall have delivered a certificate of a Responsible Officer to the effect set forth in the immediately preceding clauses (A), (B) and (C), together with reasonably detailed calculations demonstrating compliance with the immediately preceding clause (C) (which calculations shall, if made as of the last day of any Fiscal Quarter for which the Borrower has not delivered to the Administrative Agent the financial statements and certificate of a Responsible Officer required to be delivered by Section 5.01(a) or 5.01(b) and Section 5.01(c), respectively, be accompanied by a reasonably detailed calculation of Consolidated EBITDA for the relevant period). For purposes of demonstrating compliance with clause of the immediately preceding sentence (C), any Revolving Commitment Increase shall be deemed to be fully drawn as of the last day of the most recently ended Fiscal Quarter. In connection with any calculation of the Total Secured Net Leverage Ratio or the Total Net Leverage Ratio for purposes of this Section 2.20(a), the cash proceeds of the applicable Incremental Extension of Credit will not be deducted from Total Indebtedness or Senior Secured Indebtedness, respectively, when making such calculation. Each tranche of Incremental Term Loans and each Revolving Commitment Increase shall be in an integral multiple amounts of $10,000,000 and be in an aggregate principal amount that is not less than $50,000,0005,000,000; provided that such amount may be less than $50,000,000 5,000,000 if such amount represents all the remaining availability under the aggregate principal amount set forth below; provided, further, that (x) immediately prior to and after giving effect to any Incremental Facility Amendment (as defined below), no Event of Default has occurred or is continuing or shall result therefrom, (y) the Senior Secured Leverage Ratio on a Pro Forma Basis as of the last day of the most recent period in respect of which financial statements shall have been required to be delivered pursuant to Section 5.01(a) or (b) (or if prior to the first time such financial statements are so required to be delivered, as of the last day of the most recent period in respect of which financial statements of the Borrower and its Restricted Subsidiaries are available) shall not exceed a ratio that is 0.25 less than the ratio specified in Section 6.12 for such last day (it being understood that if such last day is prior to March 31, 2008, then the ratio specified for March 31, 2008 under Section 6.12 shall be deemed to be the ratio specified in Section 6.12 for such last day) and (z) the Borrower shall have delivered to the Administrative Agent an officer’s certificate to the effect set forth in clauses (x) and (y) above. The Incremental Extensions of Credit set forth above.Credit: (a) shall be in an aggregate principal amount not exceeding $50,000,000 since the Effective Date, and (b) The Incremental Term Loans (i) shall rank pari passu or junior in right of payment and right of security with the Revolving Loans and Term Loans in respect of the Collateral and with the Obligations in respect of the Revolving Commitments, the Tranche A Term Loans and the Tranche B Term Loans, (ii) for purposes of mandatory prepayments, shall have terms (when taken as a whole) treated no more favorably than (x) in the case of Incremental Term Loans consisting of “tranche A” term loans, the Tranche A Term Loans and (y) in the case of Incremental Term Loans consisting of “tranche B” term loans, Tranche B Term Loans and (iii) other than amortization, pricing or maturity date, shall have terms (when taken as a whole) that are applicable prior to the Latest Maturity Date (at the time of incurrence) no more restrictive than the terms (when taken as a whole) (x) in the case of Incremental Term Loans consisting of “tranche A” term loans, applicable to the Tranche A Term Loans and (y) in the case of Incremental Term Loans consisting of “tranche B” term loans, the Tranche B Term Loans (in each case, as determined by the Borrower in its reasonable business judgment in consultation with the Administrative Agent) unless otherwise consented to by the Administrative AgentCollateral; provided that (A) if the Weighted Average Yield relating to any Incremental Term Loan consisting of additional “tranche A” term loans or “tranche B” term loans exceeds the Weighted Average Yield relating to the Tranche A Term Loans or the Tranche B Term Loans, as applicable, immediately prior to the effectiveness of the applicable Incremental Facility Amendment by more than 0.50%, then the Applicable Rate relating to the Tranche A Term Loans or Tranche B Term Loans, as applicable, shall be adjusted so that the Weighted Average Yield relating to such Incremental Term Loans shall not exceed the Weighted Average Yield relating to the Tranche A Term Loans or the Tranche B Term Loans, as applicable, by more than 0.50%; provided, however, that (xi) the requirements set forth in this clause (A) shall not apply to any Incremental Extensions of Credit the effective date of which is more than 12 months after the Effective Date and (y) any increase in the Applicable Rate required pursuant to this clause (A) resulting from the application form of any interest rate “floor” on any Incremental Term Loan consisting of “tranche A” term loans or “tranche B” term loans will be effected solely through the establishment or increase of an interest rate “floor” on the Tranche A Term Loans or Tranche B Term Loans, as applicable, (B) any Incremental Term Loan consisting of “tranche A” term loans or “tranche B” term loans shall not have a final maturity date earlier than the Tranche A Term Maturity Date or Tranche B Term Maturity Date, as applicable(ii) the Incremental Extensions of Credit in the form of revolving loans shall not have a final maturity date earlier than the Revolving Maturity Date, and (Ciii) any the Incremental Term Loan consisting Extensions of “tranche A” term loans or “tranche B” Credit in the form of term loans shall not have a Weighted Average Life to Maturity weighted average life that is shorter than the Weighted Average Life to Maturity that of the then-remaining weighted average life of the existing Tranche B Term Loans (without giving effect to any reductions of such weighted average life caused by voluntary or mandatory prepayments of Tranche B Term Loans pursuant to Section 2.11) and (iv) the Incremental Extensions of Credit shall be, in the case of revolving loan extensions, on the terms and pursuant to the documentation applicable to the Revolving Loans. The Borrower shall by written notice offer each Lender (an “Existing Lender”) the opportunity for no less than ten (10) Business Days after delivery of the notice to commit to provide its pro rata portion (based on the amount of its outstanding Tranche A Term Loans or Loans, Tranche B Term LoansLoans or outstanding Revolving Loans and unused Revolving Commitments, as applicable. (c, on the date of such notice) Each notice from the Borrower pursuant to this Section shall set forth the of any requested amount and proposed terms of the relevant Incremental Extension of Credit, provided that no Existing Lender shall be obligated to provide any Incremental Extension of Credit unless it so agrees. Any additional bank, financial institution, existing Existing Lender or other Person that elects to extend Incremental Extensions of Credit shall be reasonably satisfactory to the Borrower and the Administrative Agent (and, in the case of any Revolving Commitment IncreaseIncremental Extensions of Credit in the form of revolving loans, each the Issuing Bank) Bank (any such bank, financial institution, existing Existing Lender or other Person being called an “Additional Lender”) and, if not already a Lender, and shall become a Lender under this Agreement pursuant to an amendment (an “Incremental Facility Amendment”) to this Agreement giving effect to the modifications permitted by this Section 2.20 and, as appropriate, the other Loan Documents, Documents and executed by the Borrower, such each Additional Lender and the Administrative Agent. No Lender shall be obligated to provide any Incremental Extension of Credit, unless it so agrees. Commitments in respect of any Incremental Extensions of Credit shall become be Commitments (or in the case of any Revolving Commitment Increase to be provided by an existing Revolving Lender, an increase in such Revolving Lender’s Revolving Commitment) under this Agreement upon the effectiveness of the applicable Incremental Facility AmendmentAgreement. An Incremental Facility Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement or any and the other Loan Document Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.20 (including to provide for voting provisions applicable to the Additional Lenders comparable to the provisions of clause (B) of the second proviso of Section 9.02(b)). The effectiveness of any Incremental Facility Amendment shall, unless otherwise agreed to by the Administrative Agent and the Additional Lenders, shall be subject to the satisfaction on the effective date thereof (each, an “Incremental Facility Closing Date”) of each of the conditions set forth in Section 4.02 (it being understood and agreed that all references to a Borrowing “the date of such Borrowing” in such Section 4.02 shall be deemed to refer to the applicable Incremental Facility AmendmentClosing Date). The proceeds of the Incremental Extensions of Credit shall be used for working capital and general corporate purposes (including Permitted Acquisitions). (d) On the date of effectiveness of any Revolving Commitment Increase, (i) the aggregate principal amount of the Revolving Loans outstanding (the “Existing Revolving Borrowings”) immediately prior to the effectiveness of such Revolving Commitment Increase shall be deemed to be repaid, (ii) each Revolving Commitment Increase Lender that shall have had a Revolving Commitment prior to the effectiveness of such Revolving Commitment Increase shall pay to the Administrative Agent in same day funds an amount equal to the amount, if any, by which (A) (1) such Revolving Commitment Increase Lender’s Applicable Percentage (calculated after giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount of the Resulting Revolving Borrowings (as hereinafter defined) exceeds (B) (1) such Revolving Commitment Increase Lender’s Applicable Percentage (calculated without giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount of the Existing Revolving Borrowings, (iii) each Revolving Commitment Increase Lender that shall not have had a Revolving Commitment prior to the effectiveness of such Revolving Commitment Increase shall pay to Administrative Agent in same day funds an amount equal to (1) such Revolving Commitment Increase Lender’s Applicable Percentage (calculated after giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount of the Resulting Revolving Borrowings, (iv) after the Administrative Agent receives the funds specified in clauses (ii) and (iii) above, the Administrative Agent shall pay to each Revolving Lender the portion of such funds that is equal to the amount, if any, by which (A) (1) such Revolving Lender’s Applicable Percentage (calculated without giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount of the Existing Revolving Borrowings, exceeds (B) (1) such Revolving Lender’s Applicable Percentage (calculated after giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount of the Resulting Revolving Borrowings, (v) after the effectiveness of such Revolving Commitment Increase, the Borrower shall be deemed to have made new Revolving Borrowings (the “Resulting Revolving Borrowings”) in an aggregate principal amount equal to the aggregate principal amount of the Existing Revolving Borrowings and of the Types and for the Interest Periods specified in a Borrowing Request delivered to the Administrative Agent in accordance with Section 2.03 (and the Borrower shall deliver such Borrowing Request), (vi) each Revolving Lender shall be deemed to hold its Applicable Percentage of each Resulting Revolving Borrowing (calculated after giving effect to the effectiveness of such Revolving Commitment Increase) and (vii) the Borrower shall pay each Revolving Lender any and all accrued but unpaid interest on its Loans comprising the Existing Revolving Borrowings. The deemed payments of the Existing Revolving Borrowings made pursuant to clause (i) above shall be subject to compensation by the Borrower pursuant to the provisions of Section 2.15 if the date of the effectiveness of such Revolving Commitment Increase occurs other than on the last day of the Interest Period relating thereto. Upon each Revolving Commitment Increase pursuant to this Section, each Revolving Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Revolving Commitment Increase Lender, and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of such Revolving Lender’s participations hereunder in outstanding Letters of Credit such that, after giving effect to such Revolving Commitment Increase and each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding participations hereunder in Letters of Credit held by each Revolving Lender (including each such Revolving Commitment Increase Lender) will equal such Revolving Lender’s Applicable Percentage.

Incremental Extensions of Credit. (a) At any time Each Additional Lender hereby agrees to provide Incremental Extensions of Credit as set forth in Schedule 1 hereto and from time (i) severally agrees that it shall be considered a Lender for all purposes under the Loan Documents and agrees to time, subject be bound by the terms thereof; (ii) agrees that all Incremental Extensions of Credit shall constitute Revolving Commitments for all purposes of the Loan Documents; (iii) severally agrees to make its Revolving Commitments (including such Incremental Extensions of Credit) available in accordance with the Loan Documents and this Incremental Amendment; (iv) appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to the Agent by the terms thereof, together with such powers as are reasonably incidental thereto; (v) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement and conditions set forth herein, the Borrower may, this Incremental Amendment are required to be performed by notice it as a Lender and as an Additional Lender; and (vi) agrees to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to be bound by each of the Lenders)Loan Documents as a Lender for all purposes thereunder. The terms and provisions of the Incremental Extensions of Credit shall, request (i) except as set forth below, be identical to add one or more additional tranches of term loans (the “Incremental Term Loans”), (ii) solely during the Revolving Availability Period, one or more increases in Commitments made on the Closing Date. The aggregate amount of the Revolving Commitments (each such increase, a “Revolving Commitment Increase” and, together with the Incremental Term Loans, the “Incremental Extensions of Credit”) or (iii) to incur Alternative Incremental Facility Debt, in an aggregate principal amount not to exceed the sum of (x) $125,000,000 plus (y) an additional amount if, immediately after giving effect to the incurrence of such additional amount (but without giving effect to any amount incurred simultaneously under the immediately preceding clause (x)) and the application of the proceeds therefrom (and assuming that the full amount of such Incremental Extension of Credit has been funded and that such Incremental Extension of Credit is secured), the Total Secured Net Leverage Ratio, recomputed as of the last day of the most recently ended Fiscal Quarter, is equal to or less than 2.50 to 1.00 (provided that if the proceeds of the applicable Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition then the calculation under this clause (y) may be satisfied in accordance with the terms of the Borrower’s LCA Election under Section 1.03); provided that at the time of each such request and upon the effectiveness of the applicable Incremental Facility Amendment, (A) no Default has occurred and is continuing or shall result therefrom (provided that if the proceeds of the applicable Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition then the condition precedent set forth in this clause (A) may be limited to Defaults described in clauses (a), (b), (h) and (i) of Section 7.01), (B) the representations and warranties of the Loan Parties set forth in the Loan Documents would be true and correct in all material respects (or, in the case of representations and warranties qualified as to materiality, in all respects) on and as of the date of, and immediately after giving effect to, the effectiveness of the applicable Incremental Facility Amendment, except in the case of any such representation and warranty that expressly relates to a prior date, in which case such representation and warranty shall be true and correct in all material respects (or in all respects, as applicable) as of such earlier date (provided that if the proceeds of the applicable Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition, then the condition precedent set forth in this clause (B) may be limited to customary “specified representations and warranties” with respect to the Borrower and the Restricted Subsidiaries and (y) customary specified acquisition agreement representations with respect to the Person to be acquired), (C) after giving effect to the applicable Incremental Extension of Credit and the application of the proceeds therefrom (and assuming that the full amount of such Incremental Extension of Credit shall have been funded as Loans on such date), the Borrower shall be in compliance on a Pro Forma Basis with the financial covenants set forth in Sections 6.11 and 6.12 recomputed as of the last day of the most recently ended Fiscal Quarter (provided that if the proceeds of the applicable Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition then the condition precedent set forth in this clause (C) may be satisfied in accordance with the terms of the Borrower’s LCA Election under Section 1.03) and (D) the Borrower shall have delivered a certificate of a Responsible Officer to the effect set forth in the immediately preceding clauses (A), (B) and (C), together with reasonably detailed calculations demonstrating compliance with the immediately preceding clause (C) (which calculations shall, if made as of the last day of any Fiscal Quarter for which the Borrower has not delivered to the Administrative Agent the financial statements and certificate of a Responsible Officer required to be delivered by Section 5.01(a) or 5.01(b) and Section 5.01(c), respectively, be accompanied by a reasonably detailed calculation of Consolidated EBITDA for the relevant period). For purposes of demonstrating compliance with clause of the immediately preceding sentence (C), any Revolving Commitment Increase shall be deemed to be fully drawn as of the last day of the most recently ended Fiscal Quarter. In connection with any calculation of the Total Secured Net Leverage Ratio or the Total Net Leverage Ratio for purposes of this Section 2.20(a), the cash proceeds of the applicable Incremental Extension of Credit will not be deducted from Total Indebtedness or Senior Secured Indebtedness, respectively, when making such calculation. Each tranche of Incremental Term Loans and each Revolving Commitment Increase shall be in an integral multiple of $10,000,000 and be in an aggregate principal amount that is not less than $50,000,000; provided that such amount may be less than $50,000,000 if such amount represents all the remaining availability under the aggregate principal amount of Incremental Extensions of Credit set forth abovemade under this Incremental Amendment shall not exceed $60,000,000. (b) The Each Additional Lender hereby agrees on the Incremental Term Facility Closing Date (as defined below) to make a Revolving Loan, the proceeds of which will be used to prepay the Revolving Loans (i) shall rank pari passu or junior in right of payment in respect of the Collateral and with the Obligations in respect of the Revolving Commitments, the Tranche A Term Loans and the Tranche B Term Loans, (ii) for purposes of mandatory prepayments, shall have terms (when taken as a whole) treated no more favorably than (x) in the case of Incremental Term Loans consisting of “tranche A” term loans, the Tranche A Term Loans and (y) in the case of Incremental Term Loans consisting of “tranche B” term loans, Tranche B Term Loans and (iii) other than amortization, pricing or maturity date, shall have terms (when taken as a whole) that are applicable prior to the Latest Maturity Date (at the time of incurrence) no more restrictive than the terms (when taken as a whole) (x) in the case of Incremental Term Loans consisting of “tranche A” term loans, applicable to the Tranche A Term Loans and (y) in the case of Incremental Term Loans consisting of “tranche B” term loans, the Tranche B Term Loans (in each case, as determined by the Borrower in its reasonable business judgment in consultation with the Administrative Agent) unless otherwise consented to by the Administrative Agent; provided that (A) if the Weighted Average Yield relating to any Incremental Term Loan consisting of additional “tranche A” term loans or “tranche B” term loans exceeds the Weighted Average Yield relating to the Tranche A Term Loans or the Tranche B Term Loans, as applicable, Existing Lenders immediately prior to the effectiveness of the applicable such Incremental Facility Amendment by more than 0.50%, then the Applicable Rate relating to the Tranche A Term Loans or Tranche B Term Loans, as applicable, shall be adjusted so that the Weighted Average Yield relating to such Incremental Term Loans shall not exceed the Weighted Average Yield relating to the Tranche A Term Loans or the Tranche B Term Loans, as applicable, by more than 0.50%; provided, however, that (x) the requirements set forth in this clause (A) shall not apply to any Incremental Extensions of Credit the effective date of which is more than 12 months after the Effective Date and (y) any increase in the Applicable Rate required pursuant to this clause (A) resulting from the application of any interest rate “floor” on any Incremental Term Loan consisting of “tranche A” term loans or “tranche B” term loans will be effected solely through the establishment or increase of an interest rate “floor” on the Tranche A Term Loans or Tranche B Term Loans, as applicable, (B) any Incremental Term Loan consisting of “tranche A” term loans or “tranche B” term loans shall not have a final maturity date earlier than the Tranche A Term Maturity Date or Tranche B Term Maturity Closing Date, as applicable, and (C) any Incremental Term Loan consisting of “tranche A” term loans or “tranche B” term loans shall not have a Weighted Average Life to Maturity that is shorter than the Weighted Average Life to Maturity of the then-remaining Tranche A Term Loans or Tranche B Term Loans, as applicable. (c) Each notice from the Borrower pursuant to this Section shall set forth the requested amount and proposed terms of the relevant Incremental Extension of Credit. Any additional bank, financial institution, existing Lender or other Person that elects to extend Incremental Extensions of Credit shall be reasonably satisfactory to the Borrower and the Administrative Agent (and, acquire participations in the case of any Revolving Commitment Increase, each Issuing Bank) (any such bank, financial institution, existing Lender or other Person being called an “Additional Lender”) and, if not already a Lender, shall become a Lender under this Agreement pursuant to an amendment (an “Incremental Facility Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, such Additional Lender and the Administrative Agent. No Lender shall be obligated to provide any Incremental Extension outstanding Letters of Credit, unless it so agrees. Commitments that, after giving effect thereto, the Revolving Loans outstanding and participations in respect of any Incremental Extensions outstanding Letters of Credit shall become are held by the Lenders pro rata based on their Revolving Commitments (or in the case of any Revolving Commitment Increase after giving effect to be provided by an existing Revolving Lender, an increase in such Revolving Lender’s Revolving Commitment) under this Agreement upon the effectiveness of the applicable Incremental Facility Amendment. An Incremental Facility Amendment mayIn lieu of making new Revolving Loans as provided above, without at the consent of any other Lenders, effect such amendments to this Agreement or any other Loan Document as may be necessary or appropriate, in the opinion election of the Administrative Agent, to effect each Additional Lender acquiring a new or additional Revolving Loan Commitment through an Incremental Extension of Credit provided hereunder shall acquire an assignment of existing Revolving Loans (without acquiring the provisions of this Section (including to provide related Revolving Commitments) for voting provisions applicable a price equal to the Additional Lenders comparable to the provisions of clause (B) of the second proviso of Section 9.02(b)). The effectiveness of any Incremental Facility Amendment shall, unless otherwise agreed to by the Administrative Agent and the Additional Lenders, be subject to the satisfaction on the effective date thereof of each of the conditions set forth in Section 4.02 (it being understood and agreed that all references to a Borrowing in Section 4.02 shall be deemed to refer to the applicable Incremental Facility Amendment). (d) On the date of effectiveness of any Revolving Commitment Increase, (i) the aggregate outstanding principal amount of thereof, so that after giving effect thereto, the Revolving Loans outstanding (the “Existing are held by Lenders pro rata based on their Revolving Borrowings”) immediately prior to the effectiveness of such Revolving Commitment Increase shall be deemed to be repaid, (ii) each Revolving Commitment Increase Lender that shall have had a Revolving Commitment prior to the effectiveness of such Revolving Commitment Increase shall pay to the Administrative Agent in same day funds an amount equal to the amount, if any, by which (A) (1) such Revolving Commitment Increase Lender’s Applicable Percentage (calculated Loan Commitments after giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount of the Resulting Revolving Borrowings (as hereinafter defined) exceeds (B) (1) such Revolving Commitment Increase Lender’s Applicable Percentage (calculated without giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount of the Existing Revolving Borrowings, (iii) each Revolving Commitment Increase Lender that shall not have had a Revolving Commitment prior to the effectiveness of such Revolving Commitment Increase shall pay to Administrative Agent in same day funds an amount equal to (1) such Revolving Commitment Increase Lender’s Applicable Percentage (calculated after giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount of the Resulting Revolving Borrowings, (iv) after the Administrative Agent receives the funds specified in clauses (ii) and (iii) above, the Administrative Agent shall pay to each Revolving Lender the portion of such funds that is equal to the amount, if any, by which (A) (1) such Revolving Lender’s Applicable Percentage (calculated without giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount of the Existing Revolving Borrowings, exceeds (B) (1) such Revolving Lender’s Applicable Percentage (calculated after giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount of the Resulting Revolving Borrowings, (v) after the effectiveness of such Revolving Commitment Increase, the Borrower shall be deemed to have made new Revolving Borrowings (the “Resulting Revolving Borrowings”) in an aggregate principal amount equal to the aggregate principal amount of the Existing Revolving Borrowings and of the Types and for the Interest Periods specified in a Borrowing Request delivered to the Administrative Agent in accordance with Section 2.03 (and the Borrower shall deliver such Borrowing Request), (vi) each Revolving Lender shall be deemed to hold its Applicable Percentage of each Resulting Revolving Borrowing (calculated after giving effect to the effectiveness of such Revolving Commitment Increase) and (vii) the Borrower shall pay each Revolving Lender any and all accrued but unpaid interest on its Loans comprising the Existing Revolving Borrowings. The deemed payments of the Existing Revolving Borrowings made pursuant to clause (i) above shall be subject to compensation by the Borrower pursuant to the provisions of Section 2.15 if the date of the effectiveness of such Revolving Commitment Increase occurs other than on the last day of the Interest Period relating thereto. Upon each Revolving Commitment Increase pursuant to this Section, each Revolving Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Revolving Commitment Increase Lender, and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of such Revolving Lender’s participations hereunder in outstanding Letters of Credit such that, after giving effect to such Revolving Commitment Increase and each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding participations hereunder in Letters of Credit held by each Revolving Lender (including each such Revolving Commitment Increase Lender) will equal such Revolving Lender’s Applicable PercentageIncremental Amendment.

Incremental Extensions of Credit. (a) At any time and from time to timeduring the Revolving Availability Period, subject to the terms and conditions set forth herein, the Borrower maymay at any time and from time to time, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (i) to add one or more additional tranches of term loans or additional revolving commitments (the “Incremental Term Loans”), (ii) solely during the Revolving Availability Period, one or more increases in the aggregate amount of the Revolving Commitments (each such increase, a “Revolving Commitment Increase” and, together with the Incremental Term Loanstogether, the “Incremental Extensions of Credit”) or (iii) to incur Alternative Incremental Facility Debt, in an minimum principal amounts of $5,000,000; provided that such amount may be less than $5,000,000 if such amount represents all the remaining availability under the aggregate principal amount not to exceed the sum of set forth below; provided, further, that (x) $125,000,000 plus (y) an additional amount if, immediately prior to and after giving effect to the incurrence of such additional amount any Incremental Facility Amendment (but without giving effect to any amount incurred simultaneously under the immediately preceding clause (x)) and the application of the proceeds therefrom (and assuming that the full amount of such Incremental Extension of Credit has been funded and that such Incremental Extension of Credit is securedas defined below), the Total Secured Net Leverage Ratio, recomputed as of the last day of the most recently ended Fiscal Quarter, is equal to or less than 2.50 to 1.00 (provided that if the proceeds of the applicable Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition then the calculation under this clause (y) may be satisfied in accordance with the terms of the Borrower’s LCA Election under Section 1.03); provided that at the time of each such request and upon the effectiveness of the applicable Incremental Facility Amendment, (A) no Default has occurred and or is continuing or shall result therefrom (provided that if the proceeds of the applicable Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition then the condition precedent set forth in this clause (A) may be limited to Defaults described in clauses (a), (b), (h) and (i) of Section 7.01), (B) the representations and warranties of the Loan Parties set forth in the Loan Documents would be true and correct in all material respects (or, in the case of representations and warranties qualified as to materiality, in all respects) on and as of the date of, and immediately after giving effect to, the effectiveness of the applicable Incremental Facility Amendment, except in the case of any such representation and warranty that expressly relates to a prior date, in which case such representation and warranty shall be true and correct in all material respects (or in all respects, as applicable) as of such earlier date (provided that if the proceeds of the applicable Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition, then the condition precedent set forth in this clause (B) may be limited to customary “specified representations and warranties” with respect to the Borrower and the Restricted Subsidiaries and (y) customary specified acquisition agreement representations with respect to the Person to be acquired), (C) after giving effect to the applicable Incremental Extension of Credit and the application of the proceeds therefrom (and assuming that the full amount of such Incremental Extension of Credit shall have been funded as Loans on such date), the Borrower shall be in compliance on a Pro Forma Basis with the financial covenants set forth in Sections 6.11 and 6.12 recomputed as of the last day of the most recently ended Fiscal Quarter Financial Performance Covenant (provided that if the proceeds of the applicable Incremental Extension of Credit are such covenant to be used to finance a Limited Condition Acquisition then the condition precedent set forth in this clause (C) may be satisfied in accordance with the terms applied even if no Revolving Loan or Swingline Loan and less than $7.5 million of the Borrower’s LCA Election under Section 1.03) and (D) the Borrower shall have delivered a certificate of a Responsible Officer to the effect set forth in the immediately preceding clauses (A), (B) and (C), together with reasonably detailed calculations demonstrating compliance with the immediately preceding clause (C) (which calculations shall, if made as of the last day of any Fiscal Quarter for which the Borrower has not delivered to the Administrative Agent the financial statements and certificate of a Responsible Officer required to be delivered by Section 5.01(a) or 5.01(b) and Section 5.01(c), respectively, be accompanied by a reasonably detailed calculation of Consolidated EBITDA for the relevant periodLC Exposure is outstanding). For purposes The Incremental Extensions of demonstrating compliance with clause of the immediately preceding sentence Credit: (C), any Revolving Commitment Increase a) shall be deemed to be fully drawn as of the last day of the most recently ended Fiscal Quarter. In connection with any calculation of the Total Secured Net Leverage Ratio or the Total Net Leverage Ratio for purposes of this Section 2.20(a), the cash proceeds of the applicable Incremental Extension of Credit will not be deducted from Total Indebtedness or Senior Secured Indebtedness, respectively, when making such calculation. Each tranche of Incremental Term Loans and each Revolving Commitment Increase shall be in an integral multiple of $10,000,000 and be in an aggregate principal amount that is not less than exceeding $50,000,000; provided that such amount may be less than $50,000,000 if such amount represents all 150,000,000 since the remaining availability under the aggregate principal amount of Incremental Extensions of Credit set forth above.Effective Date, (b) The Incremental Term Loans (i) shall rank pari passu or junior in right of payment and right of security with the Revolving Loans and Term Loans in respect of the Collateral and with the Obligations in respect of the Revolving CommitmentsCollateral, the Tranche A Term Loans and the Tranche B Term Loans, and (ii) for purposes of mandatory prepayments, shall have terms (when taken as a whole) treated no more favorably than (x) in the case of Incremental Term Loans consisting of “tranche A” term loans, the Tranche A Term Loans and (y) in the case of Incremental Term Loans consisting of “tranche B” term loans, Tranche B Term Loans and (iiic) other than amortization, pricing or maturity date, shall have the same terms (when taken as a whole) that are applicable prior to the Latest Maturity Date (at the time of incurrence) no more restrictive than the terms (when taken as a whole) (x) in the case of Incremental Term Loans consisting of “tranche A” term loans, applicable to the Tranche A Term Loans and (y) in the case of Incremental Term Loans consisting of “tranche B” term loans, the Tranche B Term Loans (in each case, as determined by the Borrower in its reasonable business judgment in consultation with the Administrative Agent) unless otherwise consented to by the Administrative Agent; provided that (A) if the Weighted Average Yield relating to any Incremental Term Loan consisting of additional “tranche A” term loans or “tranche B” term loans exceeds the Weighted Average Yield relating to the Tranche A Term Loans or the Tranche B Term LoansRevolving Commitments, as applicable, existing immediately prior to the effectiveness of the applicable such Incremental Facility Amendment by more than 0.50%, then (the Applicable Rate relating to the Tranche A Term Loans or Tranche B Term Loans, as applicable, shall be adjusted so that the Weighted Average Yield relating to such Incremental Term Loans shall not exceed the Weighted Average Yield relating to the Tranche A Term Loans or the Tranche B Term Loans, as applicable, by more than 0.50%“Existing Extensions of Credit”); provided, however, provided that (xi) the requirements set forth in this clause (A) shall not apply to any Incremental Extensions of Credit the effective date of which is more than 12 months after the Effective Date and (y) any increase in the Applicable Rate required pursuant to this clause (A) resulting from the application form of any interest rate “floor” on any Incremental Term Loan consisting of “tranche A” term loans or “tranche B” term loans will be effected solely through the establishment or increase of an interest rate “floor” on the Tranche A Term Loans or Tranche B Term Loans, as applicable, (B) any Incremental Term Loan consisting of “tranche A” term loans or “tranche B” term loans shall not have a final maturity date earlier than the Tranche A Term Maturity Date or Tranche B Term Maturity Date, as applicable(ii) the Incremental Extensions of Credit in the form of revolving loans shall not have a final maturity date earlier than the Revolving Maturity Date, and (Ciii) any the Incremental Term Loan consisting Extensions of “tranche A” term loans or “tranche B” Credit in the form of term loans shall not have a Weighted Average Life to Maturity weighted average life that is shorter than the Weighted Average Life to Maturity that of the then-remaining weighted average life of the Existing Extensions of Credit that are Tranche A B Term Loans (without giving effect to any reductions of such weighted average life caused by voluntary or mandatory prepayments of Tranche B Term Loans pursuant to Section 2.11) and (v) the Incremental Extensions of Credit shall be, in the case of revolving loan extensions, on the terms and pursuant to the documentation applicable to the Revolving Loans. The Borrower shall by written notice offer each Lender providing Existing Extensions of Credit (an “Existing Lender”) the opportunity for no less than ten (10) Business Days after delivery of the notice to commit to provide its pro rata portion (based on the amount of its outstanding Tranche B Term Loans or Tranche B Term Loansoutstanding Revolving Loans and unused Revolving Commitments, as applicable. (c, on the date of such notice) Each notice from the Borrower pursuant to this Section shall set forth the of any requested amount and proposed terms of the relevant Incremental Extension of Credit, provided that no Existing Lender shall be obligated to provide any Incremental Extension of Credit unless it so agrees. Any additional bank, financial institution, existing Existing Lender or other Person that elects to extend Incremental Extensions of Credit shall be reasonably satisfactory to the Borrower and the Administrative Agent (and, in the case of any Revolving Commitment IncreaseIncremental Extensions of Credit in the form of revolving loans, each the Issuing Bank) Bank (any such bank, financial institution, existing Existing Lender or other Person being called an “Additional Lender”) and, if not already a Lender, and shall become a Lender under this Agreement pursuant to an amendment (an “Incremental Facility Amendment”) to this Agreement giving effect to the modifications permitted by this Section 2.20 and, as appropriate, the other Loan Documents, Documents and executed by the Borrower, such each Additional Lender and the Administrative Agent. No Lender shall be obligated to provide any Incremental Extension of Credit, unless it so agrees. Commitments in respect of any Incremental Extensions of Credit shall become be Commitments (or in the case of any Revolving Commitment Increase to be provided by an existing Revolving Lender, an increase in such Revolving Lender’s Revolving Commitment) under this Agreement upon the effectiveness of the applicable Incremental Facility AmendmentAgreement. An Incremental Facility Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement or any and the other Loan Document Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.20 (including to provide for voting provisions applicable to the Additional Lenders comparable to the provisions of clause (B) of the second proviso of Section 9.02(b)). The effectiveness of any Incremental Facility Amendment shall, unless otherwise agreed to by the Administrative Agent and the Additional Lenders, shall be subject to the satisfaction on the effective date thereof (each, an “Incremental Facility Closing Date”) of each of the conditions set forth in Section 4.02 (it being understood and agreed that all references to a Borrowing “the date of such Borrowing” in such Section 4.02 shall be deemed to refer to the applicable Incremental Facility AmendmentClosing Date). The proceeds of the Incremental Extensions of Credit shall be used for working capital and general corporate purposes (including Permitted Acquisitions). (d) On the date of effectiveness of any Revolving Commitment Increase, (i) the aggregate principal amount of the Revolving Loans outstanding (the “Existing Revolving Borrowings”) immediately prior to the effectiveness of such Revolving Commitment Increase shall be deemed to be repaid, (ii) each Revolving Commitment Increase Lender that shall have had a Revolving Commitment prior to the effectiveness of such Revolving Commitment Increase shall pay to the Administrative Agent in same day funds an amount equal to the amount, if any, by which (A) (1) such Revolving Commitment Increase Lender’s Applicable Percentage (calculated after giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount of the Resulting Revolving Borrowings (as hereinafter defined) exceeds (B) (1) such Revolving Commitment Increase Lender’s Applicable Percentage (calculated without giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount of the Existing Revolving Borrowings, (iii) each Revolving Commitment Increase Lender that shall not have had a Revolving Commitment prior to the effectiveness of such Revolving Commitment Increase shall pay to Administrative Agent in same day funds an amount equal to (1) such Revolving Commitment Increase Lender’s Applicable Percentage (calculated after giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount of the Resulting Revolving Borrowings, (iv) after the Administrative Agent receives the funds specified in clauses (ii) and (iii) above, the Administrative Agent shall pay to each Revolving Lender the portion of such funds that is equal to the amount, if any, by which (A) (1) such Revolving Lender’s Applicable Percentage (calculated without giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount of the Existing Revolving Borrowings, exceeds (B) (1) such Revolving Lender’s Applicable Percentage (calculated after giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount of the Resulting Revolving Borrowings, (v) after the effectiveness of such Revolving Commitment Increase, the Borrower shall be deemed to have made new Revolving Borrowings (the “Resulting Revolving Borrowings”) in an aggregate principal amount equal to the aggregate principal amount of the Existing Revolving Borrowings and of the Types and for the Interest Periods specified in a Borrowing Request delivered to the Administrative Agent in accordance with Section 2.03 (and the Borrower shall deliver such Borrowing Request), (vi) each Revolving Lender shall be deemed to hold its Applicable Percentage of each Resulting Revolving Borrowing (calculated after giving effect to the effectiveness of such Revolving Commitment Increase) and (vii) the Borrower shall pay each Revolving Lender any and all accrued but unpaid interest on its Loans comprising the Existing Revolving Borrowings. The deemed payments of the Existing Revolving Borrowings made pursuant to clause (i) above shall be subject to compensation by the Borrower pursuant to the provisions of Section 2.15 if the date of the effectiveness of such Revolving Commitment Increase occurs other than on the last day of the Interest Period relating thereto. Upon each Revolving Commitment Increase pursuant to this Section, each Revolving Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Revolving Commitment Increase Lender, and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of such Revolving Lender’s participations hereunder in outstanding Letters of Credit such that, after giving effect to such Revolving Commitment Increase and each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding participations hereunder in Letters of Credit held by each Revolving Lender (including each such Revolving Commitment Increase Lender) will equal such Revolving Lender’s Applicable Percentage.

Incremental Extensions of Credit. (a) At any time and from time to time, subject to the terms and conditions set forth herein, the Borrower may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (i) to add one or more additional tranches of term loans (the “Incremental Term Loans”), (ii) solely during the Revolving Availability Period, one or more increases in the aggregate amount of the Revolving Commitments (each such increase, a “Revolving Commitment Increase” and, together with the Incremental Term Loans, the “Incremental Extensions of Credit”) or (iii) to incur Alternative Incremental Facility Debt, in an aggregate principal amount not to exceed the sum of (x) $125,000,000 150,000,000 plus (y) an additional amount if, immediately after giving effect to the incurrence of such additional amount (but without giving effect to any amount incurred simultaneously under the immediately preceding clause (x)) and the application of the proceeds therefrom (and assuming that the full amount of such Incremental Extension of Credit has been funded and that such Incremental Extension of Credit is secured), the Total Secured Net Leverage Ratio, recomputed as of the last day of the most recently ended Fiscal QuarterQuarter for which the Borrower was required to deliver financial statements pursuant to Section 5.01(a) or Section 5.01(b), is equal to or less than 2.50 to 1.00 (provided that if the proceeds of the applicable Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition then the calculation under this clause (y) may be satisfied in accordance with the terms of the Borrower’s LCA Election under Section 1.03); provided that at the time of each such request and upon the effectiveness of the applicable Incremental Facility Amendment, (A) no Default has occurred and is continuing or shall result therefrom (provided that provided, that, if the proceeds of the applicable Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition then the condition precedent set forth in this clause (A) may be limited to Defaults described in clauses (aSection 7.01(a), (b), (h) and (i) of Section 7.01)), (B) the representations and warranties of the Loan Parties set forth in the Loan Documents would be true and correct in all material respects (or, in the case of representations and warranties qualified as to materiality, in all respects) on and as of the date of, and immediately after giving effect to, the effectiveness of the applicable Incremental Facility Amendment, except in the case of any such representation and warranty that expressly relates to a prior date, in which case such representation and warranty shall be true and correct in all material respects (or in all respects, as applicable) as of such earlier date (provided that if the proceeds of the applicable Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition, then the condition precedent set forth in this clause (B) may be limited to customary “specified representations and warranties” with respect to the Borrower and the Restricted Subsidiaries and (y) customary specified acquisition agreement representations with respect to the Person to be acquired), (C) after giving effect to the applicable Incremental Extension of Credit and the application of the proceeds therefrom (and assuming that the full amount of such Incremental Extension of Credit shall have been funded as Loans on such date), the Borrower shall be in compliance on a Pro Forma Basis with the financial covenants set forth in Sections 6.11 and 6.12 recomputed as of the last day of the most recently ended Fiscal Quarter (provided that if the proceeds of the applicable Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition then the condition precedent set forth in this clause (C) may be satisfied in accordance with the terms of the Borrower’s LCA Election under Section 1.03) and (D) the Borrower shall have delivered a certificate of a Responsible Officer to the effect set forth in the immediately preceding clauses (A), (B) and (C), together with reasonably detailed calculations demonstrating compliance with the immediately preceding clause (C) (which calculations shall, if made as of the last day of any Fiscal Quarter for which the Borrower has not yet delivered to the Administrative Agent the financial statements and certificate of a Responsible Officer Compliance Certificate required to be delivered by Section 5.01(a) or 5.01(b) and Section 5.01(c), respectively, be accompanied by a reasonably detailed calculation of Consolidated EBITDA for the relevant period). For purposes of demonstrating compliance with clause of the immediately preceding sentence (CSection 2.20(a)(ii)(C), any Revolving Commitment Increase shall be deemed to be fully drawn as of the last day of the most recently ended Fiscal Quarter. In connection with any calculation of the Total Secured Net Leverage Ratio or the Total Net Leverage Ratio for purposes of this Section 2.20(a), the cash proceeds of the applicable Incremental Extension of Credit will not be deducted from Total Indebtedness or Senior Secured Indebtedness, respectively, when making such calculation. Each tranche of Incremental Term Loans and each Revolving Commitment Increase shall be in an integral multiple of $10,000,000 and be in an aggregate principal amount that is not less than $50,000,000; provided that such amount may be less than $50,000,000 if such amount represents all the remaining availability under the aggregate principal amount of Incremental Extensions of Credit set forth above. (b) The Incremental Term Loans (i) shall rank pari passu or junior in right of payment in respect of the Collateral and with the Obligations in respect of the Revolving Commitments, the Tranche A Term Loans and the Tranche B any other then-existing Incremental Term Loans, (ii) for purposes of mandatory prepayments, shall have terms (when taken as a whole) treated no more favorably than (x) in the case of Incremental Term Loans consisting of “tranche A” term loans, the Tranche A Term Loans and (y) in the case of Incremental Term Loans consisting of “tranche B” term loans, Tranche B any then-existing Incremental Term Loans consisting of “tranche B” term Loans (it being understood and agreed that any such Incremental Term Loans consisting of “tranche B” term loans may, to the extent required by the lenders providing such Incremental Term Loans, (1) require prepayment premiums which may be applicable solely with respect to such Incremental Term Loans, and (2) have mandatory prepayment provisions (including an excess cash flow prepayment) which may be applicable solely with respect to such Incremental Term Loans and any other then-existing Incremental Term Loans consisting of “tranche B” term loans) and (iii) other than amortization, pricing or maturity date, shall have terms (when taken as a whole) that are applicable prior to the Latest Maturity Date (at the time of incurrence) no more restrictive than the terms (when taken as a whole) (x) in the case of Incremental Term Loans consisting of “tranche A” term loans, applicable to the Tranche A Term Loans and (y) in the case of Incremental Term Loans consisting of “tranche B” term loans, applicable to “tranche B” term loans based on the Tranche B then prevailing market conditions (as determined by the Borrower in its reasonable business judgment) or applicable to any then-existing Incremental Term Loans consisting of “tranche B” term loans (in each case, as determined by the Borrower in its reasonable business judgment in consultation with the Administrative Agent) ), in each case, unless otherwise consented to by the Administrative Agent; provided that (A) if the Weighted Average Yield relating to any Incremental Term Loan consisting of additional “tranche A” term loans or “tranche B” term loans exceeds the Weighted Average Yield relating to the Tranche A Term Loans or the Tranche B any then-existing Incremental Term LoansLoans consisting of “tranche B” term loans, as applicable, immediately prior to the effectiveness of the applicable Incremental Facility Amendment by more than 0.50%, then the Applicable Rate relating to the Tranche A Term Loans or Tranche B any such then-existing Incremental Term LoansLoans consisting of “tranche B” term loans, as applicable, shall be adjusted so that the Weighted Average Yield relating to such Incremental Term Loans shall not exceed the Weighted Average Yield relating to the Tranche A Term Loans or the Tranche B any such then-existing Incremental Term LoansLoans consisting of “tranche B” term loans, as applicable, by more than 0.50%; provided, however, provided that (x) the requirements set forth in this clause (A) shall not apply to any Incremental Extensions of Credit the effective date of which is more than 12 twelve (12) months after the Second Amendment Effective Date and (y) any increase in the Applicable Rate required pursuant to this clause (A) resulting from the application of any interest rate “floor” on any Incremental Term Loan consisting of “tranche A” term loans or “tranche B” term loans loans” will be effected solely through the establishment or increase of an interest rate “floor” on the Tranche A Term Loans or Tranche B any such then-existing Incremental Term LoansLoans consisting of “tranche B” term loans, as applicable, (B) any Incremental Term Loan consisting of “tranche A” term loans or “tranche B” term loans shall not have a final maturity date earlier than the Tranche A Term Maturity Date or Tranche B the maturity date for any then-existing Incremental Term Maturity DateLoans consisting of “tranche B” term loans, as applicable, and (C) any Incremental Term Loan consisting of “tranche A” term loans or “tranche B” term loans shall not have a Weighted Average Life to Maturity that is shorter than the Weighted Average Life to Maturity of the then-remaining Tranche A Term Loans or Tranche B any then-existing Incremental Term LoansLoans consisting of “tranche B” term loans, as applicable. (c) Each notice from the Borrower pursuant to this Section shall set forth the requested amount and proposed terms of the relevant Incremental Extension of Credit. Any additional bank, financial institution, existing Lender or other Person that elects to extend Incremental Extensions of Credit shall be reasonably satisfactory to the Borrower and the Administrative Agent (and, in the case of any Revolving Commitment Increase, each Issuing Bank) (any such bank, financial institution, existing Lender or other Person being called an “Additional Lender”) and, if not already a Lender, shall become a Lender under this Agreement pursuant to an amendment (an “Incremental Facility Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, such Additional Lender and the Administrative Agent. No Lender shall be obligated to provide any Incremental Extension of Credit, Credit unless it so agrees. Commitments in respect of any Incremental Extensions of Credit shall become Commitments (or in the case of any Revolving Commitment Increase to be provided by an existing Revolving Lender, an increase in such Revolving Lender’s Revolving Commitment) under this Agreement upon the effectiveness of the applicable Incremental Facility Amendment. An Incremental Facility Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement or any other Loan Document as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section (including to provide for voting provisions applicable to the Additional Lenders comparable to the provisions of clause (B) of the second proviso of Section 9.02(b)). The effectiveness of any Incremental Facility Amendment shall, unless otherwise agreed to by the Administrative Agent and the Additional Lenders, be subject to the satisfaction on the effective date thereof of each of the conditions set forth in Section 4.02 (it being understood and agreed that all references to a Borrowing in Section 4.02 shall be deemed to refer to the applicable Incremental Facility Amendment). (d) On the date of effectiveness of any Revolving Commitment Increase, (i) the aggregate principal amount of the Revolving Loans outstanding (the “Existing Revolving Borrowings”) immediately prior to the effectiveness of such Revolving Commitment Increase shall be deemed to be repaid, (ii) each Revolving Commitment Increase Lender that shall have had a Revolving Commitment prior to the effectiveness of such Revolving Commitment Increase shall pay to the Administrative Agent in same day funds an amount equal to the amount, if any, by which (A) (1) such Revolving Commitment Increase Lender’s Applicable Percentage (calculated after giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount of the Resulting Revolving Borrowings (as hereinafter defined) exceeds (B) (1) such Revolving Commitment Increase Lender’s Applicable Percentage (calculated without giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount of the Existing Revolving Borrowings, (iii) each Revolving Commitment Increase Lender that shall not have had a Revolving Commitment prior to the effectiveness of such Revolving Commitment Increase shall pay to Administrative Agent in same day funds an amount equal to (1) such Revolving Commitment Increase Lender’s Applicable Percentage (calculated after giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount of the Resulting Revolving Borrowings, (iv) after the Administrative Agent receives the funds specified in clauses (ii) and (iii) above, the Administrative Agent shall pay to each Revolving Lender the portion of such funds that is equal to the amount, if any, by which (A) (1) such Revolving Lender’s Applicable Percentage (calculated without giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount of the Existing Revolving Borrowings, exceeds (B) (1) such Revolving Lender’s Applicable Percentage (calculated after giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount of the Resulting Revolving Borrowings, (v) after the effectiveness of such Revolving Commitment Increase, the Borrower shall be deemed to have made new Revolving Borrowings (the “Resulting Revolving Borrowings”) in an aggregate principal amount equal to the aggregate principal amount of the Existing Revolving Borrowings and of the Types and for the Interest Periods specified in a Borrowing Request delivered to the Administrative Agent in accordance with Section 2.03 (and the Borrower shall deliver such Borrowing Request), (vi) each Revolving Lender shall be deemed to hold its Applicable Percentage of each Resulting Revolving Borrowing (calculated after giving effect to the effectiveness of such Revolving Commitment Increase) and (vii) the Borrower shall pay each Revolving Lender any and all accrued but unpaid interest on its Loans comprising the Existing Revolving Borrowings. The deemed payments of the Existing Revolving Borrowings made pursuant to clause (i) above shall be subject to compensation by the Borrower pursuant to the provisions of Section 2.15 if the date of the effectiveness of such Revolving Commitment Increase occurs other than on the last day of the Interest Period relating thereto. Upon each Revolving Commitment Increase pursuant to this Section, each Revolving Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Revolving Commitment Increase Lender, and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of such Revolving Lender’s participations hereunder in outstanding Letters of Credit such that, after giving effect to such Revolving Commitment Increase and each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding participations hereunder in Letters of Credit held by each Revolving Lender (including each such Revolving Commitment Increase Lender) will equal such Revolving Lender’s Applicable Percentage.

Incremental Extensions of Credit. (a) At The Borrowers may, at any time and from time to time, subject on one or more occasions pursuant to the terms and conditions set forth herein, the Borrower may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request an Incremental Facility Agreement (i) to add one or more additional new tranches of term facilities and/or increase the principal amount of the Term Loans of any existing Class by requesting new commitments to provide such Term Loans (any such new tranche or increase, an “Incremental Term Facility” and any loans (the made pursuant to an Incremental Term Facility, “Incremental Term Loans”), ) and/or (ii) solely during the Revolving Availability Period, one or more increases in increase the aggregate amount of the Revolving Revolver Commitments (each any such increase, a an “Revolving Commitment IncreaseIncremental Revolver Facility” and, together with any Incremental Term Facility, “Incremental Facilities”; and the loans thereunder, “Incremental Revolver Loans” and any Incremental Revolver Loans, together with any Incremental Term Loans, the “Incremental Extensions Loans”); provided that (i) immediately prior to and after giving effect to any Incremental Facility Agreement, no Event of Credit”Default shall have occurred and is continuing or shall result therefrom; provided that, in the case of an Incremental Term Facility incurred in connection with a Limited Condition Acquisition no Event of Default under Sections 7.01(b), (c), (h) or (iiii) to incur Alternative shall have occurred as of the date of the incurrence of such Incremental Facility Debt, in an and no Event of Default shall have occurred or shall result after giving effect to the Incremental Facility as of the date of signing the Limited Condition Acquisition Agreement (“Signing Date”), (ii) the aggregate principal amount of all Incremental Facilities incurred pursuant to this Section 2.23 (assuming, in the case of an Incremental Revolver Facility, that the entire amount of such increase is funded), shall not exceed together with the aggregate initial principal amount of any Incremental Equivalent Debt or any Permitted Refinancing Indebtedness in respect thereof incurred pursuant to exceed the sum of Section 6.01(p), (xA) $125,000,000 150.0 million plus (yB) in the case of Incremental Term Loans incurred pursuant to the preceding clause (A) or this clause (B) that serve to effectively extend the maturity of then-existing Term Loans, an amount equal to the amount of such Term Loans that will be replaced with such Incremental Term Loans plus (C) an additional amount if, immediately after giving effect to the incurrence of such additional amount (but without giving effect incurred pursuant to any amount incurred simultaneously under the immediately preceding this clause (xC)) and , on a Pro Forma Basis (assuming, in the application case of the proceeds therefrom (and assuming an Incremental Revolver Facility, that the full entire amount of such Incremental Extension of Credit has been funded and that such Incremental Extension of Credit increase is secured), funded) the Borrowers’ Total Secured Net Leverage Ratio, recomputed Ratio is less than 4:00 to 1.00 as of the last day of the most recently ended Fiscal Quarter, is equal Test Period for which financial statements have been delivered pursuant to or less than 2.50 Section 5.04 (determined without deductions for any cash proceeds received by the Borrowers from the incurrence of any Incremental Facility) minus (C) any Incremental Equivalent Debt issued to 1.00 (provided that if the proceeds of the applicable Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition then the calculation under this clause (y) may be satisfied in accordance with the terms of the Borrower’s LCA Election extent permitted under Section 1.03); provided that at 6.01(p) (the time of each such request and upon the effectiveness of the applicable Incremental Facility Amendment, (A) no Default has occurred and is continuing or shall result therefrom (provided that if the proceeds of the applicable Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition then the condition precedent set forth in this clause (A) may be limited to Defaults amounts described in clauses (a), (b), (hA) and (i) of Section 7.01), (B) above, the representations and warranties of “Incremental Cap”); (iii) the Loan Parties set forth Borrowers shall be in compliance with the Loan Documents would be true and correct financial covenant in all material respects Section 6.10, in each case, calculated on a Pro Forma Basis (orassuming, in the case of representations and warranties qualified as to materialityan Incremental Revolver Facility, in all respectsthat the entire amount of such increase is funded) on and as of the date of, and immediately after giving effect to, the effectiveness of the applicable Incremental Facility Amendment, except in the case of any such representation and warranty that expressly relates to a prior date, in which case such representation and warranty shall be true and correct in all material respects (or in all respects, as applicable) as of such earlier date (provided that if the proceeds of the applicable Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition, then the condition precedent set forth in this clause (B) may be limited to customary “specified representations and warranties” with respect to the Borrower and the Restricted Subsidiaries and (y) customary specified acquisition agreement representations with respect to the Person to be acquired), (C) after giving effect to the applicable Incremental Extension of Credit and the application of the proceeds therefrom (and assuming that the full amount of day such Incremental Extension of Credit shall have been funded as Loans on such date), the Borrower shall be in compliance on a Pro Forma Basis with the financial covenants set forth in Sections 6.11 are made and 6.12 recomputed as of the last day of the most recently ended Fiscal Quarter (provided that if the proceeds of the applicable Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition then the condition precedent set forth in this clause (C) may be satisfied in accordance with the terms of the Borrower’s LCA Election under Section 1.03) and (D) the Borrower shall have delivered a certificate of a Responsible Officer to the effect set forth in the immediately preceding clauses (A), (B) and (C), together with reasonably detailed calculations demonstrating compliance with the immediately preceding clause (C) (which calculations shall, if made as of the last day of any Fiscal Quarter Test Period for which the Borrower has not delivered to the Administrative Agent the financial statements and certificate of a Responsible Officer required have been delivered pursuant to be delivered by Section 5.01(a) or 5.01(b) and Section 5.01(c), respectively, be accompanied by a reasonably detailed calculation of Consolidated EBITDA for the relevant period). For purposes of demonstrating compliance with clause of the immediately preceding sentence (C), any Revolving Commitment Increase shall be deemed to be fully drawn as of the last day of the most recently ended Fiscal Quarter. In connection with any calculation of the Total Secured Net Leverage Ratio or the Total Net Leverage Ratio for purposes of this Section 2.20(a), the cash proceeds of the applicable Incremental Extension of Credit will not be deducted from Total Indebtedness or Senior Secured Indebtedness, respectively, when making such calculation. Each tranche of Incremental Term Loans and each Revolving Commitment Increase shall be in an integral multiple of $10,000,000 and be in an aggregate principal amount that is not less than $50,000,0005.04; provided that such amount may be less than $50,000,000 if such amount represents all the remaining availability under the aggregate principal amount of Incremental Extensions of Credit set forth above. (b) The Incremental Term Loans (i) shall rank pari passu or junior in right of payment in respect of the Collateral and with the Obligations in respect of the Revolving Commitmentsthat, the Tranche A Term Loans and the Tranche B Term Loans, (ii) for purposes of mandatory prepayments, shall have terms (when taken as a whole) treated no more favorably than (x) in the case of Incremental Term Loans consisting of “tranche A” term loansa Limited Condition Acquisition, the Tranche A Term Loans and condition under this Section 2.23(a)(iii) shall be only tested on the Signing Date, (yiv) in the case of Incremental Term Loans consisting of “tranche B” term loans, Tranche B Term Loans and (iii) other than amortization, pricing or maturity date, shall have terms (when taken as a whole) that are applicable prior to the Latest Maturity Date (at the time of incurrence) no more restrictive than the terms (when taken as a whole) (x) in the case of Incremental Term Loans consisting of “tranche A” term loans, applicable to the Tranche A Term Loans and (y) in the case of Incremental Term Loans consisting of “tranche B” term loans, the Tranche B Term Loans (in each case, as determined by the Borrower in its reasonable business judgment in consultation with the Administrative Agent) unless otherwise consented to by the Administrative Agent; provided that (A) if the Weighted Average Yield relating Life to any Incremental Term Loan consisting of additional “tranche A” term loans or “tranche B” term loans exceeds the Weighted Average Yield relating to the Tranche A Term Loans or the Tranche B Term Loans, as applicable, immediately prior to the effectiveness Maturity of the applicable Incremental Facility Amendment by more than 0.50%, then the Applicable Rate relating to the Tranche A Term Loans or Tranche B Term Loans, as applicable, shall be adjusted so that the Weighted Average Yield relating to such Incremental Term Loans shall not exceed the Weighted Average Yield relating to the Tranche A Term Loans or the Tranche B Term Loans, as applicable, by more than 0.50%; provided, however, that (x) the requirements set forth in this clause (A) shall not apply to any Incremental Extensions of Credit the effective date of which is more than 12 months after the Effective Date and (y) any increase in the Applicable Rate required pursuant to this clause (A) resulting from the application of any interest rate “floor” on any Incremental Term Loan consisting of “tranche A” term loans or “tranche B” term loans will be effected solely through the establishment or increase of an interest rate “floor” on the Tranche A Term Loans or Tranche B Term Loans, as applicable, (B) any Incremental Term Loan consisting of “tranche A” term loans or “tranche B” term loans shall not have a final maturity date earlier than the Tranche A Term Maturity Date or Tranche B Term Maturity Date, as applicable, and (C) any Incremental Term Loan consisting of “tranche A” term loans or “tranche B” term loans shall not have a Weighted Average Life to Maturity that is shorter than the Weighted Average Life to Maturity of the then-remaining Tranche A Term Loans then outstanding, (v) each Incremental Term Facility that is a separate tranche shall have a final maturity date no earlier than the latest Term Maturity Date, (vi) [reserved], (vii) all Incremental Term Loans shall rank pari passu or, with respect to an Incremental Term Facility which is a separate tranche, subordinated in right of payment and pari passu or Tranche B subordinated in right of security in respect of the Collateral with the Revolver Loans or may be unsecured; provided that to the extent any such Incremental Term Loans (including any Incremental Equivalent Debt) are pari passu or subordinated in right of payment or right of security to the Revolver Loans, as applicable. (c) Each notice from the Borrower pursuant to this Section shall set forth the requested amount and proposed terms of the relevant Incremental Extension of Credit. Any additional bank, financial institution, existing Lender or other Person that elects to extend Incremental Extensions of Credit they shall be subject to intercreditor arrangements reasonably satisfactory to the Administrative Agent, and (viii) except as otherwise permitted herein, (A) the terms of any Incremental Term Loans which are effected by an increase to any then-existing Term Facility shall be consistent with the terms (including pricing and maturity date) applicable to any then-existing Term Loans and (B) except as expressly permitted above, the terms of any Incremental Term Loans which are effected as a separate tranche shall be on terms not materially more favorable to the holders of such Incremental Term Loans (as reasonably determined by the Administrative Agent) than the terms of any then-existing Term Facility (and in any event shall share ratably in any voluntary and mandatory prepayments of such Term Facility and, to the extent secured by the Collateral on a pari passu basis with the Revolver Loans, any proceeds from the enforcement of Collateral unless the Borrowers and the lenders in respect of such Incremental Term Facility elect lesser payments), (ix) Commitments with respect to any Incremental Revolver Facility shall become Revolver Commitments hereunder and the terms of any Incremental Revolver Facility will be identical (including pricing and maturity) to the terms of the initial Revolver Facility. Notwithstanding the foregoing, without the consent of the Administrative Agent, (x) each Incremental Facility effected pursuant to this paragraph shall be in a minimum amount of at least $20.0 million and (y) no more than five (5) Incremental Facilities will be effected after the Closing Date. No Lender shall have any obligation to participate in any Incremental Facility described in this paragraph unless it agrees to do so in its sole discretion. To the extent the proceeds of any Incremental Term Facility are intended to be applied to finance a Limited Condition Acquisition, the condition precedent set forth in Section 4.02(c) shall be subject to the standard set forth in Section 2.23(a)(i) and the condition precedent set forth in Section 4.02(d) shall, with the consent of the Lenders providing such Incremental Term Facility, only apply to the Specified Acquisition Agreement Representations and the Specified Representations. (b) Incremental Facilities shall only be provided by any existing Lender and any other Eligible Assignee which, with the consent of the Lead Borrower and (to the extent such consent would be required under Section 9.04 with respect to an assignment of Loans to such person) the consent (which consent shall not be unreasonably withheld) of the Administrative Agent (and, in the case of any Revolving Commitment IncreaseIncremental Revolver Facility, each the Swingline Lender and any Issuing Bank), elects to become a “Lender” under this Agreement in connection with any transaction described in Section 2.23(a) (any such bank, financial institution, existing Lender or other Person being called an a “Additional New Lender”) and). Such New Lender shall execute a New Lender Supplement (each, if not already a Lender“New Lender Supplement”), substantially in the form of Exhibit K, whereupon such New Lender shall become a Lender under for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement pursuant to an amendment (an “Incremental Facility Amendment”) to this Agreement and, as appropriate, and the other Loan Documents, executed and, except as otherwise provided above in clause (a)(vii), shall benefit equally and ratably from the Guarantees and security interests created by the Borrower, such Additional Lender Security Documents; provided that (i) the Sponsor and the Administrative Agent. No Lender any Non-Debt Fund Affiliate shall be obligated permitted (without Administrative Agent consent) to provide Incremental Term Loans, it being understood that in connection with such Incremental Term Loans, the Sponsor and any such Non-Debt Fund Affiliate, as applicable, shall be subject to the restrictions applicable to such persons under Section 9.04 as if such Incremental Term Loans were Term Loans that had been obtained by way of assignment and (ii) any Debt Fund Affiliate shall be permitted to provide any Incremental Extension Term Loans, provided that in connection therewith, such Debt Fund Affiliate shall be subject to the restrictions applicable to Debt Fund Affiliates under Section 9.04 as if such Incremental Term Loans were Term Loans that had been obtained by way of Credit, unless it so agrees. Commitments in respect assignment. (c) Each Lender or New Lender providing a portion of any Incremental Extensions Facility shall execute and deliver to the Administrative Agent and the Borrower all such documentation (including the relevant Incremental Facility Agreement) as may be reasonably required by the Administrative Agent to evidence and effectuate such Incremental Facility. Notwithstanding anything to the contrary in this Agreement, each of Credit shall become Commitments (or in the case of any Revolving Commitment Increase parties hereto hereby agrees that pursuant to be provided by an existing Revolving LenderIncremental Facility Agreement, an increase in such Revolving Lender’s Revolving Commitment) under this Agreement upon shall be amended to the effectiveness extent (but only to the extent) necessary to reflect the existence and terms of the applicable Incremental Facilities evidenced thereby. Any such Incremental Facility Amendment. An Incremental Facility Amendment may, without Agreement may be effected in writing by the Administrative Agent with the consent of the Borrowers (not to be unreasonably withheld) and furnished to the other parties hereto. Without limiting the foregoing, in connection with any other LendersIncremental Facility, effect such amendments the respective Loan Parties shall (at their expense) amend (and the Administrative Agent is hereby directed to this Agreement or amend) any other Loan Security Document as may be necessary or appropriate, to reflect the increase in the opinion of the Administrative Agent, to effect the provisions of Indebtedness under this Section Agreement. (including to provide for voting provisions applicable d) Prior to the Additional Lenders comparable to the provisions of clause (B) of the second proviso of Section 9.02(b)). The effectiveness of any Incremental Facility Amendment shallAgreement and the Incremental Loans thereunder, unless otherwise agreed to the Administrative Agent shall have received customary legal opinions, board resolutions, reaffirmation agreements and other closing documents and certificates reasonably requested by the Administrative Agent and the Additional Lenders, be subject to the satisfaction consistent with those delivered on the effective date thereof of each Closing Date under Section 4.01. The proceeds of the conditions set forth in Section 4.02 (it being understood and agreed that all references to a Borrowing in Section 4.02 shall Incremental Term Loans may be deemed to refer to the applicable Incremental Facility Amendment)used for any purpose not otherwise prohibited hereunder. (de) On Upon the date of effectiveness implementation of any Revolving Commitment Increase, Incremental Revolver Facility pursuant to this Section 2.23: (i) the aggregate principal amount of the Revolving Loans outstanding (the “Existing Revolving Borrowings”) immediately prior to the effectiveness of such Revolving Commitment Increase shall be deemed to be repaid, (ii) each Revolving Commitment Increase Lender that shall have had a Revolving Commitment prior to the effectiveness of such Revolving Commitment Increase shall pay to the Administrative Agent in same day funds an amount equal to the amount, if any, by which (A) (1) such Revolving Commitment Increase Lender’s Applicable Percentage (calculated after giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount of the Resulting Revolving Borrowings (as hereinafter defined) exceeds (B) (1) such Revolving Commitment Increase Lender’s Applicable Percentage (calculated without giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount of the Existing Revolving Borrowings, (iii) each Revolving Commitment Increase Lender that shall not have had a Revolving Commitment prior to the effectiveness of such Revolving Commitment Increase shall pay to Administrative Agent in same day funds an amount equal to (1) such Revolving Commitment Increase Lender’s Applicable Percentage (calculated after giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount of the Resulting Revolving Borrowings, (iv) after the Administrative Agent receives the funds specified in clauses (ii) and (iii) above, the Administrative Agent shall pay to each Revolving Lender the portion of such funds that is equal to the amount, if any, by which (A) (1) such Revolving Lender’s Applicable Percentage (calculated without giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount of the Existing Revolving Borrowings, exceeds (B) (1) such Revolving Lender’s Applicable Percentage (calculated after giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount of the Resulting Revolving Borrowings, (v) after the effectiveness of such Revolving Commitment Increase, the Borrower shall be deemed to have made new Revolving Borrowings (the “Resulting Revolving Borrowings”) in an aggregate principal amount equal to the aggregate principal amount of the Existing Revolving Borrowings and of the Types and for the Interest Periods specified in a Borrowing Request delivered to the Administrative Agent in accordance with Section 2.03 (and the Borrower shall deliver such Borrowing Request), (vi) each Revolving Lender shall be deemed to hold its Applicable Percentage of each Resulting Revolving Borrowing (calculated after giving effect to the effectiveness of such Revolving Commitment Increase) and (vii) the Borrower shall pay each Revolving Lender any and all accrued but unpaid interest on its Loans comprising the Existing Revolving Borrowings. The deemed payments of the Existing Revolving Borrowings made pursuant to clause (i) above shall be subject to compensation by the Borrower pursuant to the provisions of Section 2.15 if the date of the effectiveness of such Revolving Commitment Increase occurs other than on the last day of the Interest Period relating thereto. Upon each Revolving Commitment Increase pursuant to this Section, each Revolving Revolver Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Revolving Commitment Increase relevant Incremental Revolver Facility Lender, and each such Revolving Commitment Increase relevant Incremental Revolver Facility Lender will automatically and without further act be deemed to have assumed, assumed a portion of such Revolving Revolver Lender’s participations hereunder in outstanding Letters of Credit and Swingline Loans such that, after giving effect to such Revolving Commitment Increase and each such deemed assignment and assumption of participations, the percentage all of the aggregate outstanding Revolver Lenders’ (including each Incremental Revolver Facility Lender) (A) participations hereunder in Standby Letters of Credit and (B) participations hereunder in Swingline Loans shall be held by each Revolving Lender Pro Rata on the basis of their respective Revolver Commitments (after giving effect to any increase in the Revolver Commitment pursuant to Section 2.23) and (ii) the existing Revolver Lenders shall assign Revolver Loans to certain other Revolver Lenders (including the Revolver Lenders providing the relevant Incremental Revolver Facility), and such other Revolver Lenders (including the Revolver Lenders providing the relevant Incremental Revolver Facility) shall purchase such Revolver Loans, in each such Revolving case to the extent necessary so that all of the Revolver Lenders participate in each outstanding Borrowing of Revolver Loans Pro Rata on the basis of their respective Revolver Commitments (after giving effect to any increase in the Revolver Commitment Increase Lender) will equal such Revolving Lender’s Applicable Percentagepursuant to this Section 2.23); it being understood and agreed 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 this clause (i).

Incremental Extensions of Credit. (a) At any time and from time to timeRequest for Incremental Extensions of Credit. Provided there exists no Default, subject to the terms and conditions set forth herein, the Borrower may, by upon notice to the Administrative Agent (whereupon Agent, the Administrative Agent shall promptly deliver a copy Borrower may from time to each of the Lenders), time request to (i) to add one or more additional tranches of term loans (the “Incremental Term Loans”), ) or (ii) solely during the Revolving Availability Period, one or more increases in the aggregate amount of the Revolving Credit Commitments (each such increase, a “Revolving Commitment Increase” and, together with the “Incremental Term Loans, the “Incremental Extensions of Credit”) or (iii) to incur Alternative Incremental Facility Debt, in an aggregate principal amount not to exceed the sum of (x) $125,000,000 plus (y) an additional amount if, immediately after giving effect to the incurrence of such additional amount (but without giving effect to any amount incurred simultaneously under the immediately preceding clause (x)) and the application of the proceeds therefrom (and assuming that the full amount of such Incremental Extension of Credit has been funded and that such Incremental Extension of Credit is secured), the Total Secured Net Leverage Ratio, recomputed as of the last day of the most recently ended Fiscal Quarter, is equal to or less than 2.50 to 1.00 (provided that if the proceeds of the applicable Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition then the calculation under this clause (y) may be satisfied in accordance with the terms of the Borrower’s LCA Election under Section 1.03)Agreement; provided that at the time of each such request and upon the effectiveness of the applicable Incremental Facility Amendment, (A) no Default has occurred and is continuing or shall result therefrom (provided that if the proceeds of the applicable Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition then the condition precedent set forth in this clause (A) may be limited to Defaults described in clauses (a), (b), (h) and (i) of Section 7.01), (B) the representations and warranties of the Loan Parties set forth in the Loan Documents would be true and correct in all material respects (or, in the case of representations and warranties qualified as to materiality, in all respects) on and as of the date of, and immediately after giving effect to, the effectiveness of the applicable Incremental Facility Amendment, except in the case of any such representation and warranty that expressly relates to a prior date, in which case such representation and warranty shall be true and correct in all material respects (or in all respects, as applicable) as of such earlier date (provided that if the proceeds of the applicable Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition, then the condition precedent set forth in this clause (B) may be limited to customary “specified representations and warranties” with respect to the Borrower and the Restricted Subsidiaries and (y) customary specified acquisition agreement representations with respect to the Person to be acquired), (C) after giving effect to the applicable Incremental Extension of Credit and the application of the proceeds therefrom (and assuming that the full amount of such Incremental Extension of Credit shall have been funded as Loans on such date), the Borrower shall be is in compliance on a Pro Forma Basis with the financial covenants set forth in Sections 6.11 and 6.12 recomputed as Section 7.04 of the last day of the most recently ended Fiscal Quarter Credit Agreement after giving pro forma effect to such requested increase (provided that if the proceeds of the applicable Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition then the condition precedent set forth in this clause (C) may be satisfied in accordance with the terms of the Borrower’s LCA Election under Section 1.03) and (D) the Borrower shall have delivered a certificate of a Responsible Officer to the effect set forth in the immediately preceding clauses (A), (B) and (C), together with reasonably detailed calculations demonstrating such pro forma compliance with the immediately preceding clause (C) (which calculations shall, if made as of the last day of any Fiscal Quarter for which the Borrower has not delivered to the Administrative Agent the financial statements and certificate of a Responsible Officer required to be delivered by Section 5.01(a) or 5.01(b) and Section 5.01(c), respectively, be accompanied by a reasonably detailed calculation of Consolidated EBITDA for the relevant period). For purposes of demonstrating compliance with clause of the immediately preceding sentence (C), any Revolving Commitment Increase shall be deemed to be fully drawn as of the last day of the most recently ended Fiscal Quarter. In connection with any calculation of the Total Secured Net Leverage Ratio or the Total Net Leverage Ratio for purposes of this Section 2.20(a), the cash proceeds of the applicable Incremental Extension of Credit will not be deducted from Total Indebtedness or Senior Secured Indebtedness, respectively, when making such calculation. Each tranche of Incremental Term Loans and each Revolving Commitment Increase shall be in an integral multiple of $10,000,000 and be in an aggregate principal amount that is not less than $50,000,000; provided that such amount may be less than $50,000,000 if such amount represents all the remaining availability under the aggregate principal amount of Incremental Extensions of Credit set forth above. (b) The Incremental Term Loans (i) shall rank pari passu or junior in right of payment in respect of the Collateral and with the Obligations in respect of the Revolving Commitments, the Tranche A Term Loans and the Tranche B Term Loans, (ii) for purposes of mandatory prepayments, shall have terms (when taken as a whole) treated no more favorably than calculated (x) in the case of Incremental Term Loans consisting of “tranche A” term loans, the Tranche A Term Loans and (y) in the case of Incremental Term Loans consisting of “tranche B” term loans, Tranche B Term Loans and (iii) other than amortization, pricing or maturity date, shall have terms (when taken as a whole) that are applicable prior to the Latest Maturity Date (at the time of incurrence) no more restrictive than the terms (when taken as a whole) (x) in the case of Incremental Term Loans consisting of “tranche A” term loans, applicable to the Tranche A Term Loans and (y) in the case of Incremental Term Loans consisting of “tranche B” term loans, the Tranche B Term Loans (in each case, as determined by the Borrower in its reasonable business judgment in consultation with the Administrative Agent) unless otherwise consented to by the Administrative Agent; provided that (A) if the Weighted Average Yield relating to any Incremental Term Loan consisting of additional “tranche A” term loans or “tranche B” term loans exceeds the Weighted Average Yield relating to the Tranche A Term Loans or the Tranche B Term Loans, as applicable, immediately prior to the effectiveness of the applicable Incremental Facility Amendment by more than 0.50%, then the Applicable Rate relating to the Tranche A Term Loans or Tranche B Term Loans, as applicable, shall be adjusted so that the Weighted Average Yield relating to such Incremental Term Loans shall not exceed the Weighted Average Yield relating to the Tranche A Term Loans or the Tranche B Term Loans, as applicable, by more than 0.50%; provided, however, that (x) the requirements set forth in this clause (A) shall not apply to any Incremental Extensions of Credit the effective date of which is more than 12 months after the Effective Date and (y) any increase in the Applicable Rate required pursuant to this clause (A) resulting from the application of any interest rate “floor” on any Incremental Term Loan consisting of “tranche A” term loans or “tranche B” term loans will be effected solely through the establishment or increase of an interest rate “floor” on the Tranche A Term Loans or Tranche B Term Loans, as applicable, (B) any Incremental Term Loan consisting of “tranche A” term loans or “tranche B” term loans shall not have a final maturity date earlier than the Tranche A Term Maturity Date or Tranche B Term Maturity Date, as applicable, and (C) any Incremental Term Loan consisting of “tranche A” term loans or “tranche B” term loans shall not have a Weighted Average Life to Maturity that is shorter than the Weighted Average Life to Maturity of the then-remaining Tranche A Term Loans or Tranche B Term Loans, as applicable. (c) Each notice from the Borrower pursuant to this Section shall set forth the requested amount and proposed terms of the relevant Incremental Extension of Credit. Any additional bank, financial institution, existing Lender or other Person that elects to extend Incremental Extensions of Credit shall be reasonably satisfactory to the Borrower and the Administrative Agent (and, in the case of any Revolving Commitment Increase, each Issuing Bankassuming the full drawing of the commitments in respect thereof and (y) (without giving effect to the proceeds of any such bank, financial institution, existing Lender or other Person being called an “Additional Lender”) and, if not already a Lender, shall become a Lender under this Agreement pursuant to an amendment (an “Incremental Facility Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, such Additional Lender and the Administrative Agent. No Lender shall be obligated to provide any Incremental Extension of Credit, unless it so agrees. Commitments in respect of any Incremental Extensions of Credit in calculating unrestricted cash and Cash Equivalents); provided that with respect to any Incremental Term Loans the proceeds of which shall become Commitments be used to finance a permitted acquisition, the Borrower need only be in compliance with the financial covenants set forth in Section 7.04 of the Credit Agreement as of the date of execution of the applicable acquisition documentation after giving pro forma effect to such requested increase, (or ii) any such request shall be in a minimum amount of $5,000,000, (iii) the case aggregate amount of any Incremental Term Loans and Revolving Commitment Increase shall not exceed the Incremental Amount (iv) the Borrower may make a maximum of five (5) such requests, (v) to be provided by an existing Revolving Lender, an increase in such Revolving Lender’s Revolving Commitment) under this Agreement upon achieve the effectiveness full amount of the applicable requested Incremental Facility Amendment. An Incremental Facility Amendment mayTerm Loans or Revolving Commitment Increase, without and subject to the consent of any other Lenders, effect such amendments to this Agreement or any other Loan Document as may be necessary or appropriate, in the opinion approval of the Administrative Agent, the Borrower may invite additional Eligible Assignees to effect the provisions of this Section (including to provide for voting provisions applicable become Lenders with respect to the Additional Lenders comparable Incremental Term Loans or Revolving Commitment Increase pursuant to the provisions of clause (B) of the second proviso of Section 9.02(b)). The effectiveness of any Incremental Facility Amendment shall, unless otherwise agreed a joinder agreement in form and substance satisfactory to by the Administrative Agent and the Additional Lenders, be subject its counsel; provided that with respect to the satisfaction on the effective date thereof of each of the conditions set forth in Section 4.02 (it being understood and agreed that all references to a Borrowing in Section 4.02 shall be deemed to refer to the applicable Incremental Facility Amendment). (d) On the date of effectiveness of any Revolving Commitment Increase, the L/C Issuer and the Swing Line Lender shall have consented to such additional Eligible Assignees that are not existing Revolving Credit Lenders (isuch consents not to be unreasonably withheld or delayed) and (vi) the aggregate principal amount of the Revolving Incremental Term Loans outstanding (the “Existing Revolving Borrowings”) immediately prior to the effectiveness of such or Revolving Commitment Increase shall be deemed to be repaid, (ii) each Revolving Commitment Increase Lender that shall have had a Revolving Commitment prior to the effectiveness rank pari passu in right of such Revolving Commitment Increase shall pay to the Administrative Agent payment and right of security in same day funds an amount equal to the amount, if any, by which (A) (1) such Revolving Commitment Increase Lender’s Applicable Percentage (calculated after giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount respect of the Resulting Revolving Borrowings (as hereinafter defined) exceeds (B) (1) such Revolving Commitment Increase Lender’s Applicable Percentage (calculated without giving effect to Collateral with the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount of the Existing Revolving Borrowings, (iii) each Revolving Commitment Increase Lender that shall not have had a Revolving Commitment prior to the effectiveness of such Revolving Commitment Increase shall pay to Administrative Agent in same day funds an amount equal to (1) such Revolving Commitment Increase Lender’s Applicable Percentage (calculated after giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount of the Resulting Revolving Borrowings, (iv) after the Administrative Agent receives the funds specified in clauses (ii) and (iii) above, the Administrative Agent shall pay to each Revolving Lender the portion of such funds that is equal to the amount, if any, by which (A) (1) such Revolving Lender’s Applicable Percentage (calculated without giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount of the Existing Revolving Borrowings, exceeds (B) (1) such Revolving Lender’s Applicable Percentage (calculated after giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount of the Resulting Revolving Borrowings, (v) after the effectiveness of such Revolving Commitment Increase, the Borrower shall be deemed to have made new Revolving Borrowings (the “Resulting Revolving Borrowings”) in an aggregate principal amount equal to the aggregate principal amount of the Existing Revolving Borrowings and of the Types and for the Interest Periods specified in a Borrowing Request delivered to the Administrative Agent in accordance with Section 2.03 (and the Borrower shall deliver such Borrowing Request), (vi) each Revolving Lender shall be deemed to hold its Applicable Percentage of each Resulting Revolving Borrowing (calculated after giving effect to the effectiveness of such Revolving Commitment Increase) and (vii) the Borrower shall pay each Revolving Lender any and all accrued but unpaid interest on its Loans comprising the Existing Revolving Borrowings. The deemed payments of the Existing Revolving Borrowings made pursuant to clause (i) above shall be subject to compensation by the Borrower pursuant to the provisions of Section 2.15 if the date of the effectiveness of such Revolving Commitment Increase occurs other than on the last day of the Interest Period relating thereto. Upon each Revolving Commitment Increase pursuant to this Section, each Revolving Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Revolving Commitment Increase Lender, and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of such Revolving Lender’s participations hereunder in outstanding Letters of Credit such that, after giving effect to such Revolving Commitment Increase and each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding participations hereunder in Letters of Credit held by each Revolving Lender (including each such Revolving Commitment Increase Lender) will equal such Revolving Lender’s Applicable PercentageLoans.

Incremental Extensions of Credit. (a) At any time and from time to time, subject Subject to the terms and conditions set forth herein, the Borrower maymay at any time and from time to time, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), ) request (iA) to add one or more additional tranches new commitments which may be in the same Facility as any outstanding Term Loans (a “Term Loan Increase”) or a new Class of term loans (“Additional Incremental Term Loans” and collectively with any Term Loan Increase, the “Incremental Term LoansCommitments”), ) and/or (iiB) solely during the Revolving Availability Period, one or more increases in the aggregate amount of any outstanding Class of the Revolving Commitments (each such increase, a “Revolving Commitment Increase”) or the establishment of one or more new Class of revolving commitments (any such new commitments, “Additional Incremental Revolving Commitments” and, together and collectively with the Incremental Term Loansany Revolving Commitment Increases, the “Incremental Extensions of CreditRevolving Commitments” and the Incremental Revolving Commitments, collectively with any Incremental Term Commitments, the “Incremental Commitments”) or (iii) to incur Alternative Incremental Facility Debt, in an minimum principal amounts of $5,000,000; provided that such amount may be less than $5,000,000 if such amount represents all the remaining availability under the aggregate principal amount not to exceed the sum of set forth below; provided, further, that (x) $125,000,000 plus (y) an additional amount if, immediately prior to and after giving effect to the incurrence of such additional amount any Incremental Facility Amendment (but without giving effect to any amount incurred simultaneously under the immediately preceding clause (x)) and the application of the proceeds therefrom (and assuming that the full amount of such Incremental Extension of Credit has been funded and that such Incremental Extension of Credit is securedas defined below), the Total Secured Net Leverage Ratio, recomputed as of the last day of the most recently ended Fiscal Quarter, is equal to or less than 2.50 to 1.00 (provided that if the proceeds of the applicable Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition then the calculation under this clause (y) may be satisfied in accordance with the terms of the Borrower’s LCA Election under Section 1.03); provided that at the time of each such request and upon the effectiveness of the applicable Incremental Facility Amendment, (A) no Default has occurred and or is continuing or shall result therefrom (provided that if the proceeds of the applicable Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition then the condition precedent set forth in this clause (A) may be limited to Defaults described in clauses (a)therefrom, (b), (h) and (i) of Section 7.01), (B) the representations and warranties of the Loan Parties set forth in the Loan Documents would be true and correct in all material respects (or, in the case of representations and warranties qualified as to materiality, in all respects) on and as of the date of, and immediately after giving effect to, the effectiveness of the applicable Incremental Facility Amendment, except in the case of any such representation and warranty that expressly relates to a prior date, in which case such representation and warranty shall be true and correct in all material respects (or in all respects, as applicable) as of such earlier date (provided that if the proceeds of the applicable Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition, then the condition precedent set forth in this clause (B) may be limited to customary “specified representations and warranties” with respect to the Borrower and the Restricted Subsidiaries and (y) customary specified acquisition agreement representations with respect to the Person to be acquired), (C) after giving effect to the applicable Incremental Extension of Credit and the application of the proceeds therefrom (and assuming that the full amount of such Incremental Extension of Credit shall have been funded as Loans on such date), the Borrower shall be in compliance on a Pro Forma Basis with the financial covenants set forth in Sections 6.11 Financial Performance Covenant (such covenant to be applied even if no Revolving Loan or Swingline Loan and 6.12 recomputed as less than $7.5 million of LC Exposure is outstanding) and (z) no more than five Classes of Incremental Commitments requested pursuant to Section 2.20(a) (excluding any Class of Incremental Commitments requested pursuant to Section 2.20(a)(ii), and any subsequent Term Loan Increase to such Class) shall be permitted to be outstanding at any one time. The terms, provisions and documentation of the last day Incremental Commitments of any Class shall be as agreed between the most recently ended Fiscal Quarter (provided that if the proceeds of Borrower and the applicable Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition then the condition precedent Lenders providing such Incremental Commitments, and except as otherwise set forth in this clause (C) may be satisfied in accordance with the terms of the Borrower’s LCA Election under Section 1.03) and (D) the Borrower shall have delivered a certificate of a Responsible Officer herein, to the effect set forth in the immediately preceding clauses (A)extent not identical to a then outstanding Class, (B) and (C), together with reasonably detailed calculations demonstrating compliance with the immediately preceding clause (C) (which calculations shall, if made as of the last day of any Fiscal Quarter for which the Borrower has not delivered to the Administrative Agent the financial statements and certificate of a Responsible Officer required to be delivered by Section 5.01(a) or 5.01(b) and Section 5.01(c), respectively, be accompanied by a reasonably detailed calculation of Consolidated EBITDA for the relevant period). For purposes of demonstrating compliance with clause of the immediately preceding sentence (C), any Revolving Commitment Increase shall be deemed to be fully drawn as of the last day of the most recently ended Fiscal Quarter. In connection with any calculation of the Total Secured Net Leverage Ratio or the Total Net Leverage Ratio for purposes of this Section 2.20(a), the cash proceeds of the applicable Incremental Extension of Credit will not be deducted from Total Indebtedness or Senior Secured Indebtedness, respectively, when making such calculation. Each tranche of Incremental Term Loans and each Revolving Commitment Increase shall be in an integral multiple of $10,000,000 and be in an aggregate principal amount that is not less than $50,000,000; provided that such amount may be less than $50,000,000 if such amount represents all the remaining availability under the aggregate principal amount of Incremental Extensions of Credit set forth above. (b) The Incremental Term Loans (i) shall rank pari passu or junior in right of payment in respect of the Collateral and with the Obligations in respect of the Revolving Commitments, the Tranche A Term Loans and the Tranche B Term Loans, (ii) for purposes of mandatory prepayments, shall have terms (when taken as a whole) treated no more favorably than (x) in the case of Incremental Term Loans consisting of “tranche A” term loans, the Tranche A Term Loans and (y) in the case of Incremental Term Loans consisting of “tranche B” term loans, Tranche B Term Loans and (iii) other than amortization, pricing or maturity date, shall have terms (when taken as a whole) that are applicable prior to the Latest Maturity Date (at the time of incurrence) no more restrictive than the terms (when taken as a whole) (x) in the case of Incremental Term Loans consisting of “tranche A” term loans, applicable to the Tranche A Term Loans and (y) in the case of Incremental Term Loans consisting of “tranche B” term loans, the Tranche B Term Loans (in each case, as determined by the Borrower in its reasonable business judgment in consultation with the Administrative Agent) unless otherwise consented to by the Administrative Agent; provided that (A) if the Weighted Average Yield relating to any Incremental Term Loan consisting of additional “tranche A” term loans or “tranche B” term loans exceeds the Weighted Average Yield relating to the Tranche A Term Loans or the Tranche B Term Loans, as applicable, immediately prior to the effectiveness of the applicable Incremental Facility Amendment by more than 0.50%, then the Applicable Rate relating to the Tranche A Term Loans or Tranche B Term Loans, as applicable, shall be adjusted so that the Weighted Average Yield relating to such Incremental Term Loans shall not exceed the Weighted Average Yield relating to the Tranche A Term Loans or the Tranche B Term Loans, as applicable, by more than 0.50%; provided, however, that (x) the requirements set forth in this clause (A) shall not apply to any Incremental Extensions of Credit the effective date of which is more than 12 months after the Effective Date and (y) any increase in the Applicable Rate required pursuant to this clause (A) resulting from the application of any interest rate “floor” on any Incremental Term Loan consisting of “tranche A” term loans or “tranche B” term loans will be effected solely through the establishment or increase of an interest rate “floor” on the Tranche A Term Loans or Tranche B Term Loans, as applicable, (B) any Incremental Term Loan consisting of “tranche A” term loans or “tranche B” term loans shall not have a final maturity date earlier than the Tranche A Term Maturity Date or Tranche B Term Maturity Date, as applicable, and (C) any Incremental Term Loan consisting of “tranche A” term loans or “tranche B” term loans shall not have a Weighted Average Life to Maturity that is shorter than the Weighted Average Life to Maturity of the then-remaining Tranche A Term Loans or Tranche B Term Loans, as applicable. (c) Each notice from the Borrower pursuant to this Section shall set forth the requested amount and proposed terms of the relevant Incremental Extension of Credit. Any additional bank, financial institution, existing Lender or other Person that elects to extend Incremental Extensions of Credit shall be reasonably satisfactory to the Borrower and the Administrative Agent (and, in the case of any Revolving Commitment Increase, each Issuing Bank) (any such bank, financial institution, existing Lender or other Person being called an “Additional Lender”) and, if not already a Lender, shall become a Lender under this Agreement pursuant to an amendment (an “Incremental Facility Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, such Additional Lender and the Administrative Agent. No Lender shall be obligated to provide In any Incremental Extension of Credit, unless it so agrees. Commitments in respect of any Incremental Extensions of Credit shall become Commitments (or in the case of any Revolving Commitment Increase to be provided by an existing Revolving Lender, an increase in such Revolving Lender’s Revolving Commitment) under this Agreement upon the effectiveness of the applicable Incremental Facility Amendment. An Incremental Facility Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement or any other Loan Document as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section (including to provide for voting provisions applicable to the Additional Lenders comparable to the provisions of clause (B) of the second proviso of Section 9.02(b)). The effectiveness of any Incremental Facility Amendment shall, unless otherwise agreed to by the Administrative Agent and the Additional Lenders, be subject to the satisfaction on the effective date thereof of each of the conditions set forth in Section 4.02 (it being understood and agreed that all references to a Borrowing in Section 4.02 shall be deemed to refer to the applicable Incremental Facility Amendment). (d) On the date of effectiveness of any Revolving Commitment Increase, (i) the aggregate principal amount of the Revolving Loans outstanding (the “Existing Revolving Borrowings”) immediately prior to the effectiveness of such Revolving Commitment Increase shall be deemed to be repaid, (ii) each Revolving Commitment Increase Lender that shall have had a Revolving Commitment prior to the effectiveness of such Revolving Commitment Increase shall pay to the Administrative Agent in same day funds an amount equal to the amount, if any, by which (A) (1) such Revolving Commitment Increase Lender’s Applicable Percentage (calculated after giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount of the Resulting Revolving Borrowings (as hereinafter defined) exceeds (B) (1) such Revolving Commitment Increase Lender’s Applicable Percentage (calculated without giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount of the Existing Revolving Borrowings, (iii) each Revolving Commitment Increase Lender that shall not have had a Revolving Commitment prior to the effectiveness of such Revolving Commitment Increase shall pay to Administrative Agent in same day funds an amount equal to (1) such Revolving Commitment Increase Lender’s Applicable Percentage (calculated after giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount of the Resulting Revolving Borrowings, (iv) after the Administrative Agent receives the funds specified in clauses (ii) and (iii) aboveevent, the Administrative Agent shall pay to each Revolving Lender the portion of such funds that is equal to the amount, if any, by which (A) (1) such Revolving Lender’s Applicable Percentage (calculated without giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount of the Existing Revolving Borrowings, exceeds (B) (1) such Revolving Lender’s Applicable Percentage (calculated after giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount of the Resulting Revolving Borrowings, (v) after the effectiveness of such Revolving Commitment Increase, the Borrower shall be deemed to have made new Revolving Borrowings (the “Resulting Revolving Borrowings”) in an aggregate principal amount equal to the aggregate principal amount of the Existing Revolving Borrowings and of the Types and for the Interest Periods specified in a Borrowing Request delivered to the Administrative Agent in accordance with Section 2.03 (and the Borrower shall deliver such Borrowing Request), (vi) each Revolving Lender shall be deemed to hold its Applicable Percentage of each Resulting Revolving Borrowing (calculated after giving effect to the effectiveness of such Revolving Commitment Increase) and (vii) the Borrower shall pay each Revolving Lender any and all accrued but unpaid interest on its Loans comprising the Existing Revolving Borrowings. The deemed payments of the Existing Revolving Borrowings made pursuant to clause (i) above shall be subject to compensation by the Borrower pursuant to the provisions of Section 2.15 if the date of the effectiveness of such Revolving Commitment Increase occurs other than on the last day of the Interest Period relating thereto. Upon each Revolving Commitment Increase pursuant to this Section, each Revolving Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Revolving Commitment Increase Lender, and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of such Revolving Lender’s participations hereunder in outstanding Letters of Credit such that, after giving effect to such Revolving Commitment Increase and each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding participations hereunder in Letters of Credit held by each Revolving Lender (including each such Revolving Commitment Increase Lender) will equal such Revolving Lender’s Applicable Percentage.Incremental Commitments:

Incremental Extensions of Credit. (a) At any time and from time to time, subject Subject to the terms and conditions set forth herein, the Borrower maymay at any time and from time to time during the Revolving Availability Period or until the Tranche B Term Loan Maturity Date, as applicable, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy Copy to each of the Lenders), request (i) to add one or more additional tranches of term loans or additional revolving commitments (the “Incremental Term Loans”), (ii) solely during the Revolving Availability Period, one or more increases in the aggregate amount of the Revolving Commitments (each such increase, a “Revolving Commitment Increase” and, together with the Incremental Term Loanstogether, the “Incremental Extensions of Credit”) or (iii) to incur Alternative Incremental Facility Debt, in an minimum principal amounts of $10,000,000; provided that such amount may be less than $10,000,000 if such amount represents all the remaining availability under the aggregate principal amount not to exceed the sum of set forth below; provided, further, that (x) $125,000,000 plus (y) an additional amount if, immediately prior to and after giving effect to the incurrence of such additional amount any Incremental Facility Amendment (but without giving effect to any amount incurred simultaneously under the immediately preceding clause (x)) and the application of the proceeds therefrom (and assuming that the full amount of such Incremental Extension of Credit has been funded and that such Incremental Extension of Credit is securedas defined below), the Total Secured Net Leverage Ratio, recomputed as of the last day of the most recently ended Fiscal Quarter, is equal to or less than 2.50 to 1.00 (provided that if the proceeds of the applicable Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition then the calculation under this clause (y) may be satisfied in accordance with the terms of the Borrower’s LCA Election under Section 1.03); provided that at the time of each such request and upon the effectiveness of the applicable Incremental Facility Amendment, (A) no Default has occurred and or is continuing or shall result therefrom (provided that if the proceeds of the applicable Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition then the condition precedent set forth in this clause (A) may be limited to Defaults described in clauses (a), (b), (h) and (i) of Section 7.01), (B) the representations and warranties of the Loan Parties set forth in the Loan Documents would be true and correct in all material respects (or, in the case of representations and warranties qualified as to materiality, in all respects) on and as of the date of, and immediately after giving effect to, the effectiveness of the applicable Incremental Facility Amendment, except in the case of any such representation and warranty that expressly relates to a prior date, in which case such representation and warranty shall be true and correct in all material respects (or in all respects, as applicable) as of such earlier date (provided that if the proceeds of the applicable Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition, then the condition precedent set forth in this clause (B) may be limited to customary “specified representations and warranties” with respect to the Borrower and the Restricted Subsidiaries and (y) customary specified acquisition agreement representations with respect to the Person to be acquired), (C) after giving effect to the applicable Incremental Extension of Credit and the application of the proceeds therefrom (and assuming that the full amount of such Incremental Extension of Credit shall have been funded as Loans on such date), the Borrower shall be in compliance on a Pro Forma Basis with the financial covenants set forth in Sections 6.11 and 6.12 Financial Performance Covenants recomputed as of the last day of the most recently ended Fiscal Quarter (provided that if the proceeds fiscal quarter of the applicable Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition then the condition precedent set forth in this clause (C) may be satisfied in accordance with the terms of the Borrower’s LCA Election under Section 1.03) and (D) the Borrower shall have delivered a certificate of a Responsible Officer to the effect set forth in the immediately preceding clauses (A), (B) and (C), together with reasonably detailed calculations demonstrating compliance with the immediately preceding clause (C) (which calculations shall, if made as of the last day of any Fiscal Quarter for which the Borrower has not delivered to the Administrative Agent the financial statements and certificate are available. The Incremental Extensions of a Responsible Officer required to be delivered by Section 5.01(aCredit: (a) or 5.01(b) and Section 5.01(c), respectively, be accompanied by a reasonably detailed calculation of Consolidated EBITDA for the relevant period). For purposes of demonstrating compliance with clause of the immediately preceding sentence (C), any Revolving Commitment Increase shall be deemed to be fully drawn as of the last day of the most recently ended Fiscal Quarter. In connection with any calculation of the Total Secured Net Leverage Ratio or the Total Net Leverage Ratio for purposes of this Section 2.20(a), the cash proceeds of the applicable Incremental Extension of Credit will not be deducted from Total Indebtedness or Senior Secured Indebtedness, respectively, when making such calculation. Each tranche of Incremental Term Loans and each Revolving Commitment Increase shall be in an integral multiple of $10,000,000 and be in an aggregate principal amount that is not less than exceeding $50,000,000; provided that such amount may be less than $50,000,000 if such amount represents all the remaining availability under the aggregate principal amount of Incremental Extensions of Credit set forth above.75,000,000, (b) The Incremental Term Loans (i) shall rank pari passu or junior in right of payment and right of security in respect of the Collateral and with the Obligations in respect of the Revolving Commitments, the Tranche A Term Loans and the Tranche B Term Loans, (ii) for purposes of mandatory prepayments, shall have terms (when taken as a whole) treated no more favorably than (x) in the case of Incremental Term Loans consisting of “tranche A” term loans, the Tranche A Term Loans and (y) in the case of Incremental Term Loans consisting of “tranche B” term loans, Tranche B Term Loans and and (iiic) other than amortization, pricing or maturity date, shall have the same terms (when taken as a whole) that are applicable prior to the Latest Maturity Date (at the time of incurrence) no more restrictive than the terms (when taken as a whole) (x) in the case of Incremental Term Loans consisting of “tranche A” term loans, applicable to the Tranche A Term Loans and (y) in the case of Incremental Term Loans consisting of “tranche B” term loans, the Tranche B Term Loans (in each caseor Revolving Commitments, as determined by applicable, existing immediately prior to the Borrower in its reasonable business judgment in consultation with effectiveness of such Incremental Facility Amendment (the Administrative Agent) unless otherwise consented to by the Administrative Agent“Existing Extensions of Credit”); provided that (Ai) if the Weighted Average Yield relating applicable interest rate margin (which, for such purposes only, shall be deemed to any include all upfront of similar fees or original issue discount payable to all Lenders providing such Incremental Term Loan consisting Extensions of additional “tranche A” term loans or “tranche B” term loans exceeds the Weighted Average Yield Credit) relating to the Tranche A Incremental Extensions of Credit that are revolving loans and/or term loans, as applicable, exceeds the Revolving Loan Applicable Rate or Term Loan Applicable Rate, as applicable (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing such Existing Extensions of Credit) relating to the Revolving Loans or and the Tranche B Term Loans, as applicablerespectively, immediately prior to the effectiveness of the applicable Incremental Facility Amendment by more than 0.50%, then the Revolving Loan Applicable Rate relating to the Tranche A or Term Loans or Tranche B Term LoansLoan Applicable Rate, as applicable, relating to the applicable Existing Extensions of Credit shall be adjusted so that to be equal to the Weighted Average Yield relating applicable interest rate margin (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing such Incremental Term Loans shall not exceed the Weighted Average Yield Extensions of Credit) relating to the Tranche A Term Loans or applicable Incremental Extensions of Credit minus 0.50%, (ii) the Incremental Extensions of Credit in the form of term loans shall not have a final maturity date earlier than, the Tranche B Term LoansLoan Maturity Date, as applicable, by more than 0.50%; provided, however, that (xiii) the requirements set forth in this clause (A) shall not apply to any Incremental Extensions of Credit the effective date of which is more than 12 months after the Effective Date and (y) any increase in the Applicable Rate required pursuant to this clause (A) resulting from the application form of any interest rate “floor” on any Incremental Term Loan consisting of “tranche A” term loans or “tranche B” term loans will be effected solely through the establishment or increase of an interest rate “floor” on the Tranche A Term Loans or Tranche B Term Loans, as applicable, (B) any Incremental Term Loan consisting of “tranche A” term loans or “tranche B” term revolving loans shall not have a final maturity date earlier than the Tranche A Term Maturity Date or Tranche B Term Revolving Maturity Date, as applicable, and (Civ) any the Incremental Term Loan consisting Extensions of “tranche A” term loans or “tranche B” term Credit in the form other loans shall not have a Weighted Average Life to Maturity weighted average life that is shorter than the Weighted Average Life to Maturity that of the then-remaining weighted average life of the Existing Extensions of Credit that are Tranche A B Term Loans and (v) the Incremental Extensions of Credit in the form of revolving loans shall not require any mandatory commitment reductions, mandatory prepayments or scheduled payments other than those applicable to the Revolving Loans and Revolving Commitments. The Borrower shall by written notice offer each Lender providing Existing Extensions of Credit (an “Existing Lender”) the opportunity for no less than ten (10) Business Days after delivery of the notice to commit to provide its pro rata portion (based on the amount of its outstanding Term Loans or Tranche B Term Loansoutstanding Revolving Loans and unused Revolving Commitments, as applicable. (c, on the date of such notice) Each notice from the Borrower pursuant to this Section shall set forth the of any requested amount and proposed terms of the relevant Incremental Extension of Credit, provided that no Existing Lender shall be obligated to provide any Incremental Extension of Credit unless it so agrees. Any additional bank, financial institution, existing Existing Lender or other Person that elects to extend Incremental Extensions of Credit shall be reasonably satisfactory to the Borrower and the Administrative Agent (and, in the case of any Revolving Commitment IncreaseIncremental Extensions of Credit in the form of revolving loans, each the Issuing Bank) Bank and the Swing Line Lender (any such bank, financial institution, existing Existing Lender or other Person being called an “Additional Lender”) and, if not already a Lender, and shall become a Lender under this Agreement pursuant to an amendment (an “Incremental Facility Amendment”) to this Agreement giving effect to the modifications permitted by this Section 2.20 and, as appropriate, the other Loan Documents, Documents and executed by the Borrower, such each Additional Lender and the Administrative Agent. No Lender shall be obligated to provide any Incremental Extension of Credit, unless it so agrees. Commitments in respect of any Incremental Extensions of Credit shall become be Commitments (or in the case of any Revolving Commitment Increase to be provided by an existing Revolving Lender, an increase in such Revolving Lender’s Revolving Commitment) under this Agreement upon the effectiveness of the applicable Incremental Facility AmendmentAgreement. An Incremental Facility Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement or any and the other Loan Document Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.20 (including to provide for voting provisions applicable to the Additional Lenders comparable to the provisions of clause (B) of the second proviso of Section 9.02(b)). The effectiveness of any Incremental Facility Amendment shall, unless otherwise agreed to by the Administrative Agent and the Additional Lenders, shall be subject to the satisfaction on the effective date thereof (each, an “Incremental Facility Closing Date”) of each of the conditions set forth in Section 4.02 (it being understood and agreed that all references to a Borrowing “the date of such Borrowing” in such Section 4.02 shall be deemed to refer to the applicable Incremental Facility AmendmentClosing Date). The proceeds of the Incremental Extensions of Credit shall be used for working capital and general corporate purposes (including Permitted Acquisitions). (d) On the date of effectiveness of any Revolving Commitment Increase, (i) the aggregate principal amount of the Revolving Loans outstanding (the “Existing Revolving Borrowings”) immediately prior to the effectiveness of such Revolving Commitment Increase shall be deemed to be repaid, (ii) each Revolving Commitment Increase Lender that shall have had a Revolving Commitment prior to the effectiveness of such Revolving Commitment Increase shall pay to the Administrative Agent in same day funds an amount equal to the amount, if any, by which (A) (1) such Revolving Commitment Increase Lender’s Applicable Percentage (calculated after giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount of the Resulting Revolving Borrowings (as hereinafter defined) exceeds (B) (1) such Revolving Commitment Increase Lender’s Applicable Percentage (calculated without giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount of the Existing Revolving Borrowings, (iii) each Revolving Commitment Increase Lender that shall not have had a Revolving Commitment prior to the effectiveness of such Revolving Commitment Increase shall pay to Administrative Agent in same day funds an amount equal to (1) such Revolving Commitment Increase Lender’s Applicable Percentage (calculated after giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount of the Resulting Revolving Borrowings, (iv) after the Administrative Agent receives the funds specified in clauses (ii) and (iii) above, the Administrative Agent shall pay to each Revolving Lender the portion of such funds that is equal to the amount, if any, by which (A) (1) such Revolving Lender’s Applicable Percentage (calculated without giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount of the Existing Revolving Borrowings, exceeds (B) (1) such Revolving Lender’s Applicable Percentage (calculated after giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount of the Resulting Revolving Borrowings, (v) after the effectiveness of such Revolving Commitment Increase, the Borrower shall be deemed to have made new Revolving Borrowings (the “Resulting Revolving Borrowings”) in an aggregate principal amount equal to the aggregate principal amount of the Existing Revolving Borrowings and of the Types and for the Interest Periods specified in a Borrowing Request delivered to the Administrative Agent in accordance with Section 2.03 (and the Borrower shall deliver such Borrowing Request), (vi) each Revolving Lender shall be deemed to hold its Applicable Percentage of each Resulting Revolving Borrowing (calculated after giving effect to the effectiveness of such Revolving Commitment Increase) and (vii) the Borrower shall pay each Revolving Lender any and all accrued but unpaid interest on its Loans comprising the Existing Revolving Borrowings. The deemed payments of the Existing Revolving Borrowings made pursuant to clause (i) above shall be subject to compensation by the Borrower pursuant to the provisions of Section 2.15 if the date of the effectiveness of such Revolving Commitment Increase occurs other than on the last day of the Interest Period relating thereto. Upon each Revolving Commitment Increase pursuant to this Section, each Revolving Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Revolving Commitment Increase Lender, and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of such Revolving Lender’s participations hereunder in outstanding Letters of Credit such that, after giving effect to such Revolving Commitment Increase and each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding participations hereunder in Letters of Credit held by each Revolving Lender (including each such Revolving Commitment Increase Lender) will equal such Revolving Lender’s Applicable Percentage.

Incremental Extensions of Credit. (a) At any time and from time to time, commencing on the Effective Date and ending on the latest Maturity Date, subject to the terms and conditions set forth herein, the Borrower may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (i) to add one or more additional tranches of term loans (the “Incremental Term Loans”), (ii) one or more increases in the aggregate amount of any Class of Term Loans (each such increase, a “Incremental Term Loan Increase”), (iii) to add one or more additional tranches of revolving commitments (each, an “Incremental Revolving Commitment”, and the loans made pursuant thereto, the “Incremental Revolving Loans”), (iv) solely during the Revolving Availability Period, one or more increases in the aggregate amount of the Revolving Commitments (each such increase, a “Revolving Commitment Increase” and, together with the Incremental Term Loans, any Incremental Term Loan Increase, any Alternative Incremental Facility Debt and the Incremental Revolving Commitments, the “Incremental Extensions of Credit”, the Incremental Revolving Commitments and the Incremental Revolving Loans, together with the Incremental Term Loans, any Revolving Commitment Increase and any Incremental Term Loan Increase, the “Incremental Facilities”)) or (iiiv) to incur Alternative Incremental Facility Debt, in an aggregate principal amount not of up to exceed the sum of (x) the greater of (A) $125,000,000 400,000,000 (less the aggregate outstanding principal amount of Cash Management Financing Facilities (as determined at the time of incurrence of such Incremental Facilities in accordance with Section 1.05)) and (B) 50% of Consolidated EBITDA for the most recently ended Test Period, plus (y) an additional the amount ifof any voluntary prepayments of the Term Loans, immediately after giving effect any Alternative Incremental Facility Debt and permanent reductions in the amount of the Revolving Commitments, in each case, to the incurrence of such additional amount (but without giving effect to any amount incurred simultaneously under the immediately preceding clause (x)) and the application of the proceeds therefrom (and assuming that the full amount of such Incremental Extension of Credit has been extent not funded and that such Incremental Extension of Credit is secured), the Total Secured Net Leverage Ratio, recomputed as of the last day of the most recently ended Fiscal Quarter, is equal to or less than 2.50 to 1.00 (provided that if the proceeds of the applicable Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition then the calculation under this clause (y) may be satisfied in accordance with the terms of the Borrower’s LCA Election under Section 1.03)long-term Indebtedness; provided that that, at the time of each such request and upon the effectiveness of the applicable each Incremental Facility Amendment, (A) no Event of Default has occurred and is continuing or shall result therefrom (provided that if or, in the event the proceeds of the applicable any Incremental Extension of Credit are to be used to finance a any Limited Condition Acquisition then Transaction permitted hereunder for which the condition precedent set forth in this clause (A) may Borrower has made an LCT Election, no Event of Default shall exist and be limited to Defaults described in clauses (a), (b), (h) and (i) continuing as of Section 7.01the LCT Test Date for such Limited Condition Transaction), (B) the representations and warranties of the Borrower and each other Loan Parties Party, as applicable, set forth in the Loan Documents would be true and correct in all material respects (or, in the case of representations and warranties qualified as to materialitymateriality or Material Adverse Effect, in all respects) on and as of the date of, and immediately after giving effect to, the effectiveness of the applicable Incremental Facility Amendment, except in the case of any such representation and warranty that expressly relates to a prior date, in which case such representation and warranty shall be true and correct in all material respects (or in all respects, as applicable) as of such earlier date (provided that if the proceeds of the applicable Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition, then the condition precedent set forth in this clause (B) may be limited to customary “specified representations and warranties” with respect to the Borrower and the Restricted Subsidiaries and (y) customary specified acquisition agreement representations with respect to the Person to be acquired), (C) after giving effect to the applicable Incremental Extension of Credit and the application of the proceeds therefrom (and assuming that the full amount incurrence of such Incremental Extension of Credit shall have been funded as Loans (or, if incurred in connection with a Limited Condition Transaction, on such date), the Borrower shall be in compliance on a Pro Forma Basis with the financial covenants set forth in Sections 6.11 and 6.12 recomputed as of the last day of the most recently ended Fiscal Quarter LCT Test Date) (provided that if in the event the proceeds of the applicable any Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition then the any Investment permitted hereunder, such condition precedent set forth in this clause (C) related to the making and accuracy of such representations and warranties may be satisfied in accordance with waived or limited as agreed between the terms Borrower and the Lenders providing such Incremental Extension of Credit, without the Borrower’s LCA Election under Section 1.03consent of any other Lenders) and (DC) the Borrower shall have delivered a certificate of a Responsible Financial Officer or legal officer to the effect set forth in the immediately preceding clauses (A), ) and (B) and (C), together with reasonably detailed calculations demonstrating compliance with the immediately preceding clause (C) (which calculations shall, if made as of the last day of any Fiscal Quarter for which the Borrower has not delivered to the Administrative Agent the financial statements and certificate of a Responsible Officer required to be delivered by Section 5.01(a) or 5.01(b) and Section 5.01(c), respectively, be accompanied by a reasonably detailed calculation of Consolidated EBITDA for the relevant period). For purposes of demonstrating compliance with clause of the immediately preceding sentence (C), any Revolving Commitment Increase shall be deemed to be fully drawn as of the last day of the most recently ended Fiscal Quarter. In connection with any calculation of the Total Secured Net Leverage Ratio or the Total Net Leverage Ratio for purposes of this Section 2.20(a), the cash proceeds of the applicable Incremental Extension of Credit will not be deducted from Total Indebtedness or Senior Secured Indebtedness, respectively, when making such calculationabove. Each tranche Class of Incremental Term Loans and Incremental Revolving Commitments, and each Revolving Commitment Increase Increase, shall be in an integral multiple of the $10,000,000 1,000,000 and be in an aggregate principal amount that is not less than $50,000,00010,000,000; provided that such amount may be less than $50,000,000 10,000,000 if such amount represents all the remaining availability under the aggregate principal amount of Incremental Extensions of Credit set forth above. (b) The Incremental Term Loans Facilities (i) shall be documented pursuant to an Incremental Facility Amendment and rank pari passu or junior in right of payment in respect of the Collateral and with the Obligations in respect of the Revolving Commitments, the Tranche A Term Loans Commitments and the Tranche B Initial Term Loans, (ii) for purposes shall not have a borrower other than the Borrower, (iii) shall not be secured by any property or assets of mandatory prepaymentsthe Borrower or any Restricted Subsidiary other than the Collateral or guaranteed by any Subsidiaries other than the Loan Parties, (iv) shall have be denominated in dollar or other foreign currencies as the Borrower and the Lenders under the relevant Incremental Facilities may agree and that are reasonably acceptable to the Administrative Agent, and (v) shall, except as otherwise set forth herein, be on terms and subject to conditions as agreed between the Borrower and the Lenders providing the applicable Incremental Extension of Credit and to the extent such terms (other than with respect to maturity, amortization and pricing) are inconsistent with those governing the other Loans hereunder, the covenants and events of default of any Incremental Facility shall be, when taken as a whole) treated , no more favorably favorable to the Lenders providing the applicable Incremental Facility than the terms governing the Loans hereunder (xas determined in good faith by the Borrower), unless (1) in the case Lenders receive the benefit of Incremental Term Loans consisting of “tranche A” term loans, the Tranche A Term Loans and (y) in the case of Incremental Term Loans consisting of “tranche B” term loans, Tranche B Term Loans and (iii) other than amortization, pricing or maturity date, shall have such more restrictive terms (when taken as a wholeit being understood to the extent that any covenant is added for the benefit of any Incremental Facility, no consent shall be required from the Administrative Agent or any Lender to the extent that such covenant is also added for the benefit of the Lenders), (2) that are applicable prior to such more restrictive terms only apply after the Latest Maturity Date or (at the time of incurrence3) no more restrictive than the such terms (when taken as a whole) (x) in the case of Incremental Term Loans consisting of “tranche A” term loans, applicable shall be reasonably satisfactory to the Tranche A Term Loans Administrative Agent and (y) in the case of Incremental Term Loans consisting of “tranche B” term loansBorrower; provided, the Tranche B Term Loans (in each casefurther, as determined by the Borrower in its reasonable business judgment in consultation with the Administrative Agent) unless otherwise consented to by the Administrative Agent; provided that (A) for any Incremental Term Loans (including in the form of any Incremental Term Loan Increase) incurred prior to the date that is twenty four (24) months after the Effective Date, if the Weighted Average Yield relating to any such Incremental Term Loan consisting of additional “tranche A” term loans or “tranche B” term loans Loans that (w) are broadly syndicated to banks and other financial institutions, (x) rank pari passu to the Term Loans with respect to security, (y) are denominated in dollars and (z) have a maturity date that is less than one year after the Term Maturity Date, exceeds the Weighted Average Yield relating to the Tranche A Initial Term Loans or funded on the Tranche B Effective Date (after giving effect to any amendments to the applicable margin on such Class of existing Term Loans, as applicable, Loans prior to the time that such Incremental Term Loans are made) immediately prior to the effectiveness of the applicable Incremental Facility Amendment by more than 0.50%, then the Applicable Rate relating to the Tranche A such Class of existing Term Loans or Tranche B Term Loans, as applicable, shall be adjusted so that the Weighted Average Yield relating to such Incremental Term Loans shall not exceed the Weighted Average Yield relating to the Tranche A such Class of existing Term Loans or the Tranche B Term Loans, as applicable, by more than 0.50%; provided, however, that (x) the requirements set forth in this clause (A) shall not apply to any Incremental Extensions of Credit the effective date of which is more than 12 months after the Effective Date and (y) any increase in the Applicable Rate required pursuant to this clause (A) resulting from the application of any interest rate “floor” on any Incremental Term Loan consisting of “tranche A” term loans or “tranche B” term loans will be effected solely through the establishment or increase of an interest rate “floor” on the Tranche A Term Loans or Tranche B Term Loans, as applicable, (B) any Incremental Term Loan consisting of “tranche A” term loans or “tranche B” term loans shall not have (1) a final maturity date earlier than the Tranche A Term Latest Maturity Date or Tranche B (2) a weighted average life to maturity that is shorter than the remaining weighted average life to maturity of the then-remaining Term Maturity Date, Loans; provided that the requirements set forth in the foregoing clause (B) shall not apply to any Indebtedness consisting of a customary bridge facility so long as applicable, and such bridge facility automatically converts into long-term Indebtedness that satisfies this clause (B); (C) any Incremental Term Loan consisting of “tranche A” term loans Revolving Commitment or “tranche B” term loans any Revolving Commitment Increase shall not have a Weighted Average Life to Maturity maturity date that is shorter earlier than the Weighted Average Life Revolving Maturity Date and shall not require any scheduled amortization or mandatory commitment reductions prior to the Revolving Maturity Date; and (D) any Incremental Term Loan Increase shall be treated the same as the Class of Term Loans being increased (including with respect to maturity date thereof), shall be considered to be part of the then-remaining Tranche A Class of Term Loans or Tranche B being increased and shall be on the same terms applicable to such Term Loans, as applicable. (c) Each notice from the Borrower pursuant to this Section shall set forth the requested amount and proposed terms of the relevant Incremental Extension of Credit. Any additional bank, financial institution, existing Lender or other Person that elects to extend Incremental Extensions of Credit shall (i) shall, to the extent a consent would be reasonably satisfactory to required under Section 9.04 if such additional bank, financial institution, existing Lender or other Person were taking an assignment of Loans or Commitments, be approved by the Borrower and the Administrative Agent (and, in the case of any Incremental Revolving Commitment or Revolving Commitment Increase, each applicable Issuing Bank) (such approval not be unreasonably withheld) (any such bank, financial institution, existing Lender or other Person being called an “Additional Lender”) and, and (ii) if not already a Lender, shall become a Lender under this Agreement pursuant to an amendment (an “Incremental Facility Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each such Additional Lender and the Administrative Agent. No Lender shall be obligated to provide any Incremental Extension of Credit, Credit unless it so agrees. Commitments in respect of any Incremental Extensions Extension of Credit shall become Commitments (or in the case of any Revolving Commitment Increase to be provided by an existing Revolving Lender, an increase in such Revolving Lender’s Revolving Commitment) under this Agreement upon the effectiveness of the applicable Incremental Facility Amendment. An Incremental Facility Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement or to any other Loan Document as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section (including to provide for voting provisions applicable to the Additional Lenders comparable to the provisions of clause (B) of the second proviso of Section 9.02(b)). The effectiveness of any Incremental Facility Amendment shall, unless otherwise agreed to by the Administrative Agent and the Additional Lenders, shall be subject to the satisfaction on the effective date thereof of each of the conditions set forth in clauses (a) and (b) of Section 4.02 (it being understood and agreed that all references to a Borrowing in clauses (a) and (b) of Section 4.02 shall be deemed to refer to the applicable Incremental Facility Amendment); provided that if the proceeds of the applicable Incremental Extension of Credit are to be used to finance a Limited Condition Transaction, then (i) the condition precedent set forth in Section 4.02(a) may be limited to (x) customary specified representations and warranties and (y) customary specified acquisition agreement representations and warranties with respect to the Person to be acquired and (ii) the condition precedent set forth in Section 4.02(b) may be limited to Defaults described in clauses (a), (b), (h) and (i) of Section 7.01). (d) On the date of effectiveness of any Revolving Commitment Increase, (i) the aggregate principal amount of the Revolving Loans outstanding (the “Existing Revolving Borrowings”) immediately prior to the effectiveness of such Revolving Commitment Increase shall be deemed to be repaid, (ii) each Revolving Commitment Increase Lender that shall have had a Revolving Commitment prior to the effectiveness of such Revolving Commitment Increase shall pay to the Administrative Agent in same day funds an amount equal to the amount, if any, by which (A) (1) such Revolving Commitment Increase Lender’s Applicable Percentage (calculated after giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount of the Resulting Revolving Borrowings (as hereinafter defined) exceeds (B) (1) such Revolving Commitment Increase Lender’s Applicable Percentage (calculated without giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount of the Existing Revolving Borrowings, (iii) each Revolving Commitment Increase Lender that shall not have had a Revolving Commitment prior to the effectiveness of such Revolving Commitment Increase shall pay to the Administrative Agent in same day funds an amount equal to (1) such Revolving Commitment Increase Lender’s Applicable Percentage (calculated after giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount of the Resulting Revolving Borrowings, (iv) after the Administrative Agent receives the funds specified in clauses (ii) and (iii) above, the Administrative Agent shall pay to each Revolving Lender of the applicable Class the portion of such funds that is equal to the amount, if any, by which (A) (1) such Revolving Lender’s Applicable Percentage (calculated without giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount of the Existing Revolving Borrowings, exceeds (B) (1) such Revolving Lender’s Applicable Percentage (calculated after giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount of the Resulting Revolving Borrowings, (v) after the effectiveness of such Revolving Commitment Increase, the Borrower shall be deemed to have made new Revolving Borrowings (the “Resulting Revolving Borrowings”) in an aggregate principal amount equal to the aggregate principal amount of the Existing Revolving Borrowings and of the Types and for the Interest Periods specified in a Borrowing Request delivered to the Administrative Agent in accordance with Section 2.03 (and the Borrower shall deliver such Borrowing Request), (vi) each Revolving Lender of the applicable Class shall be deemed to hold its Applicable Percentage of each Resulting Revolving Borrowing (calculated after giving effect to the effectiveness of such Revolving Commitment Increase) and (vii) the Borrower shall pay each Revolving Lender any and all accrued but unpaid interest on its Loans comprising the Existing Revolving Borrowings. The deemed payments of the Existing Revolving Borrowings made pursuant to clause (i) above shall be subject to compensation by the Borrower pursuant to the provisions of Section 2.15 2.16 if the date of the effectiveness of such Revolving Commitment Increase occurs other than on the last day of the Interest Period relating thereto. Upon each Revolving Commitment Increase pursuant to this Section, each Revolving Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Revolving Commitment Increase Lender, and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of such Revolving Lender’s participations hereunder in outstanding Letters of Credit such that, after giving effect to such Revolving Commitment Increase and each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding participations hereunder in Letters of Credit held by each Revolving Lender (including each such Revolving Commitment Increase Lender) will equal such Revolving Lender’s Applicable Percentage. (e) Notwithstanding anything to the contrary contained in this Section 2.21, unless the Administrative Agent shall agree otherwise, after giving effect to any transaction contemplated in this Section 2.21, there shall not be more than ten Classes of Loans or Commitments (including any revolving and term loan facilities) hereunder at any one time outstanding.

Incremental Extensions of Credit. (a) At any time and from time to time, commencing on the First Restatement Effective Date and ending on the latest Maturity Date, subject to the terms and conditions set forth herein, the Borrower Borrowers may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (i) to add one or more additional tranches of term loans (the “Incremental Term Loans”), (ii) to add one or more additional tranches of revolving commitments (each, an “Incremental Revolving Commitment”, and the loans made pursuant thereto, the “Incremental Revolving Loans”; the Incremental Revolving Commitments and the Incremental Revolving Loans, together with the Incremental Term Loans, the “Incremental Facilities”) (provided that at no time shall there be more than a total of four Classes of revolving credit commitments outstanding), (iii) solely during the Revolving Availability Period, one or more increases in the aggregate amount of the Revolving Commitments of either Class (each such increase, a “Revolving Commitment Increase” and, together with the Incremental Term LoansFacilities, any Alternative Incremental Facility Debt and the Incremental Revolving Facilities, the “Incremental Extensions of Credit”) or (iiiiv) to incur Alternative Incremental Facility Debt, in an aggregate principal amount not of up to exceed the sum of (x) $125,000,000 200,000,000 plus (y) an additional amount if, immediately after giving effect to the incurrence of such additional amount (but without giving effect to any amount incurred simultaneously under the immediately preceding clause (x)) above) and the application of the proceeds therefrom (and assuming that the full amount of such Incremental Extension Extensions of Credit has been funded on such date and that such Incremental Extension Extensions of Credit is securedare secured on a senior basis), the Total Senior Secured Net Leverage Ratio, recomputed as of the last day of the most recently ended Fiscal Quarter, Ratio is equal to or less than 2.50 2.25 to 1.00 (provided that if the proceeds of the applicable Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition then the calculation under this clause (y) may be satisfied in accordance with the terms of the Borrower’s LCA Election under Section 1.03)1.00; provided that that, at the time of each such request and upon the effectiveness of the applicable each Incremental Facility Amendment, (A) no Default or Event of Default has occurred and is continuing or shall result therefrom (provided that if in the event the proceeds of the applicable any Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition then the any investment permitted hereunder, such condition precedent related to the absence of Default or Event of Default shall be that no Event of Default of the type set forth in this clause (A) may be limited to Defaults described in clauses (aSection 7.01(a), (b), (h) and or (i) of Section 7.01shall have occurred and be continuing), (B) the representations and warranties of the Borrowers and each other Loan Parties Party, as applicable, set forth in the Loan Documents would be true and correct in all material respects (or, in the case of representations and warranties qualified as to materiality, in all respects) on and as of the date of, and immediately after giving effect to, the effectiveness of the applicable Incremental Facility Amendment, except in the case of any such representation and warranty that expressly relates to a prior date, in which case such representation and warranty shall be true and correct in all material respects (or in all respects, as applicable) as of such earlier date (provided that if the proceeds of the applicable Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition, then the condition precedent set forth in this clause (B) may be limited to customary “specified representations and warranties” with respect to the Borrower and the Restricted Subsidiaries and (y) customary specified acquisition agreement representations with respect to the Person to be acquired), (C) after giving effect to the applicable Incremental Extension of Credit and the application of the proceeds therefrom (and assuming that the full amount incurrence of such Incremental Extension of Credit shall have been funded as Loans on such date), the Borrower shall be in compliance on a Pro Forma Basis with the financial covenants set forth in Sections 6.11 and 6.12 recomputed as of the last day of the most recently ended Fiscal Quarter (provided that if in the event the proceeds of the applicable any Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition then the any investment permitted hereunder, such condition precedent set forth in this clause related to the making and accuracy of such representations and warranties may be waived or limited as agreed between the applicable Borrowers and the Lenders providing such Incremental Extension of Credit, without the consent of any other Lenders) and (C) may be satisfied in accordance with the terms of the Borrower’s LCA Election under Section 1.03) and (D) the Borrower Borrowers shall have delivered a certificate of a Responsible Financial Officer to the effect set forth in the immediately preceding clauses (A), ) and (B) and (C)above, together with reasonably detailed calculations demonstrating compliance with the immediately preceding clause (Cy) above (which calculations shall, if made as of the last day of any Fiscal Quarter fiscal quarter of the Borrower for which the Borrower has not delivered to the Administrative Agent the financial statements and certificate of a Responsible Financial Officer required to be delivered by Section 5.01(a) or 5.01(b) and Section 5.01(c), respectively, be accompanied by a reasonably detailed calculation of Consolidated EBITDA for the relevant period). For purposes of demonstrating compliance with clause of the immediately preceding sentence (C), any Revolving Commitment Increase shall be deemed to be fully drawn as of the last day of the most recently ended Fiscal Quarter. In connection with any calculation of the Total Secured Net Leverage Ratio or the Total Net Leverage Ratio for purposes of this Section 2.20(a), the cash proceeds of the applicable Incremental Extension of Credit will not be deducted from Total Indebtedness or Senior Secured Indebtedness, respectively, when making such calculation. Each tranche Class of Incremental Term Loans and Incremental Revolving Commitments, and each Revolving Commitment Increase Increase, shall be in an integral multiple of $10,000,000 5,000,000 and be in an aggregate principal amount that is not less than $50,000,00025,000,000; provided that such amount may be less than $50,000,000 25,000,000 if such amount represents all the remaining availability under the aggregate principal amount of Incremental Extensions of Credit set forth above. (b) The Incremental Term Loans Facilities (i) shall rank pari passu or junior in right of payment in respect of the Collateral and with the Obligations in respect of the Revolving Commitments, the Tranche A Term Loans and the Tranche B Term Loans, (ii) for purposes of mandatory prepayments, shall have terms (when taken as a whole) treated no more favorably than (x) in the case of Incremental Term Loans consisting of “tranche A” term loans, the Tranche A Term Loans and (y) in the case of Incremental Term Loans consisting of “tranche B” term loans, Tranche B Term Loans and (iiiii) other than amortization, pricing or and maturity date, shall have be on terms and subject to conditions as agreed between the applicable Borrowers and the Lenders providing the applicable Incremental Extension of Credit and, to the extent such terms (when taken as a wholeother than with respect to maturity, amortization and pricing) that are applicable prior to inconsistent with those governing the Latest Maturity Date Revolving Commitments (at in the time case of incurrencean Incremental Revolving Commitment) no more restrictive than or the terms Tranche A Term Loans (when taken as a whole) (x) in the case of Incremental Term Loans consisting of “tranche A” term loans, applicable to the Tranche A Term Loans and (y) in the case of Incremental Term Loans consisting of “tranche B” term loansLoans), the Tranche B Term Loans (in each case, as determined by the Borrower in its reasonable business judgment in consultation with the Administrative Agent) unless otherwise consented reasonably satisfactory to by the Administrative Agent; provided that (A) if the Weighted Average Yield relating to any Incremental Tranche A Term Loan consisting of additional “tranche A” term loans or “tranche B” term loans exceeds the Weighted Average Yield relating to the Tranche A Term Loans or (after giving effect to any amendments to the applicable margin on such Class of existing Term Loans prior to the time that such Incremental Tranche B A Term Loans, as applicable, Loans are made) immediately prior to the effectiveness of the applicable Incremental Facility Amendment by more than 0.50%, then the Applicable Rate relating to the Tranche A such Class of existing Term Loans or Tranche B Term Loans, as applicable, shall be adjusted so that the Weighted Average Yield relating to such Incremental Tranche A Term Loans shall not exceed the Weighted Average Yield relating to the such Class of existing Tranche A Term Loans or the Tranche B Term Loans, as applicable, by more than 0.50%; provided, however, that (xB) if the requirements set forth in this clause (A) shall not apply Weighted Average Yield relating to any Incremental Extensions Revolving Loans exceeds the Weighted Average Yield relating to the Revolving Loans (after giving effect to any amendments to the applicable margin of Credit the effective Revolving Loans prior to the time that such Incremental Revolving Commitments in respect of such Incremental Revolving Loans are made) immediately prior to the effectiveness of the applicable Incremental Facility Amendment, then the Applicable Rate relating to the Revolving Loans shall be adjusted so that the Weighted Average Yield relating to such Incremental Revolving Loans shall equal the Weighted Average Yield relating to the Revolving Loans, (C) any Incremental Tranche A Term Loan shall not have (1) a final maturity date earlier than the Tranche A Term Maturity Date or (2) a weighted average life to maturity that is shorter than the remaining weighted average life to maturity of which the then-remaining Tranche A Term Loans, (D) any Incremental Revolving Facility shall not have a maturity date that is more earlier than 12 months the Revolving Maturity Date and shall not require any mandatory commitment reductions and (E) any Incremental Term Loan that would be considered a “Term B” loan under then-existing customary market convention shall not have a final maturity date earlier than one year after the Effective Date and (y) any Tranche A Term Maturity Date. Any increase in the Applicable Rate interest rate spread required pursuant to this clause (A) Section 2.21 resulting from the application of any interest rate “floor” on any Incremental Tranche A Term Loan consisting of “tranche A” term loans Loans or “tranche B” term loans Incremental Revolving Loans will be effected solely through the establishment or increase of an interest rate a “floor” on in respect of the Tranche A Term Loans or Tranche B Term Revolving Loans, as applicable, (B) any Incremental Term Loan consisting of “tranche A” term loans or “tranche B” term loans shall not have a final maturity date earlier than the Tranche A Term Maturity Date or Tranche B Term Maturity Date, as applicable, and (C) any Incremental Term Loan consisting of “tranche A” term loans or “tranche B” term loans shall not have a Weighted Average Life to Maturity that is shorter than the Weighted Average Life to Maturity of the then-remaining Tranche A Term Loans or Tranche B Term Loans, as applicablecase may be. (c) Each notice from the a Borrower pursuant to this Section shall set forth the requested amount and proposed terms of the relevant Incremental Extension of Credit. Any additional bank, financial institution, existing Lender or other Person that elects to extend Incremental Extensions of Credit shall be reasonably satisfactory to the applicable Borrower and the Administrative Agent (and, in the case of any Revolving Commitment Increase, each applicable Issuing BankBank and, in the case of a Revolving Commitment Increase in respect of the Dollar Revolving Commitments, the Swingline Lender) (any such bank, financial institution, existing Lender or other Person being called an “Additional Lender”) and, if not already a Lender, shall become a Lender under this Agreement pursuant to an amendment (an “Incremental Facility Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the BorrowerBorrowers, such Additional Lender and the Administrative Agent and reasonably satisfactory to the Administrative Agent. No Lender shall be obligated to provide any Incremental Extension of Credit, Credit unless it so agrees. Commitments in respect of any Incremental Extensions Extension of Credit shall become Commitments (or in the case of any Revolving Commitment Increase to be provided by an existing Revolving Lender, an increase in such Revolving Lender’s Dollar Revolving Commitment or Multi-Currency Revolving Commitment, as the case may be) under this Agreement upon the effectiveness of the applicable Incremental Facility Amendment. An Incremental Facility Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement or to any other Loan Document as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section (including to provide for voting provisions applicable to the Additional Lenders comparable to the provisions of clause (B) of the second proviso of Section 9.02(b)). The effectiveness of any Incremental Facility Amendment shall, unless otherwise agreed to by the Administrative Agent and the Additional Lenders, be subject to the satisfaction on the effective date thereof of each of the conditions set forth in clauses (a) and (b) of Section 4.02 (it being understood and agreed that all references to a Borrowing in clauses (a) and (b) of Section 4.02 shall be deemed to refer to the applicable Incremental Facility Amendment). (d) On the date of effectiveness of any Revolving Commitment Increase, (i) the aggregate principal amount of the applicable Class of Revolving Loans outstanding (the “Existing Revolving Borrowings”) immediately prior to the effectiveness of such Revolving Commitment Increase shall be deemed to be repaid, (ii) each Revolving Commitment Increase Lender that shall have had a Revolving Commitment of the same Class prior to the effectiveness of such Revolving Commitment Increase shall pay to the Administrative Agent in same day funds an amount equal to the amount, if any, by which (A) (1) such Revolving Commitment Increase Lender’s Dollar Applicable Percentage or Multi-Currency Applicable Percentage, as the case may be (calculated after giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount of the Resulting Revolving Borrowings (as hereinafter defined) exceeds (B) (1) such Revolving Commitment Increase Lender’s Dollar Applicable Percentage or Multi-Currency Applicable Percentage, as the case may be (calculated without giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount of the Existing Revolving Borrowings, (iii) each Revolving Commitment Increase Lender that shall not have had a Revolving Commitment of the applicable Class prior to the effectiveness of such Revolving Commitment Increase shall pay to Administrative Agent in same day funds an amount equal to (1) such Revolving Commitment Increase Lender’s Dollar Applicable Percentage or Multi-Currency Applicable Percentage, as the case may be (calculated after giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount of the Resulting Revolving Borrowings, (iv) after the Administrative Agent receives the funds specified in clauses (ii) and (iii) above, the Administrative Agent shall pay to each Revolving Lender of the Applicable Class the portion of such funds that is equal to the amount, if any, by which (A) (1) such Revolving Lender’s Dollar Applicable Percentage or Multi-Currency Applicable Percentage, as the case may be (calculated without giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount of the Existing Revolving Borrowings, exceeds (B) (1) such Revolving Lender’s Dollar Applicable Percentage or Multi-Currency Applicable Percentage, as the case may be (calculated after giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount of the Resulting Revolving Borrowings, (v) after the effectiveness of such Revolving Commitment Increase, the Borrower Borrowers shall be deemed to have made new Revolving Borrowings (the “Resulting Revolving Borrowings”) in an aggregate principal amount equal to the aggregate principal amount of the Existing Revolving Borrowings and of the Types and for the Interest Periods specified in a Borrowing Request delivered to the Administrative Agent in accordance with Section 2.03 (and the Borrower Borrowers shall deliver such Borrowing Request), (vi) each Revolving Lender of the Applicable Class shall be deemed to hold its Dollar Applicable Percentage or Multi-Currency Applicable Percentage, as the case may be, of each Resulting Revolving Borrowing (calculated after giving effect to the effectiveness of such Revolving Commitment Increase) and (vii) the Borrower Borrowers shall pay each Revolving Lender of the applicable Class any and all accrued but unpaid interest on its Loans comprising the Existing Revolving Borrowings. The deemed payments of the Existing Revolving Borrowings made pursuant to clause (i) above shall be subject to compensation by the Borrower Borrowers pursuant to the provisions of Section 2.15 2.16 if the date of the effectiveness of such Revolving Commitment Increase occurs other than on the last day of the Interest Period relating thereto. Upon each Revolving Commitment Increase pursuant to this Section, each Revolving Lender of the applicable Class immediately prior to such increase will automatically and without further act be deemed to have assigned to each Revolving Commitment Increase Lender, and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of such Revolving Lender’s participations hereunder in outstanding Letters of Credit of the applicable Class and, in the case of a Revolving Commitment Increase Lender that is a Dollar Revolving Lender, Swingline Loans such that, after giving effect to such Revolving Commitment Increase and each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding participations hereunder in Letters of Credit of the applicable Class and, in the case of a Revolving Commitment Increase Lender that is a Dollar Revolving Lender, participations hereunder in Swingline Loans, in each case held by each Revolving Lender of the applicable Class (including each such Revolving Commitment Increase Lender) will equal such Revolving Lender’s Dollar Applicable Percentage or Multi-Currency Applicable Percentage, as the case may be.

Incremental Extensions of Credit. (a) At any time and from time to timeduring the Revolving Availability Period, subject to the terms and conditions set forth herein, the Borrower maymay at any time and from time to time, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (i) to add one or more additional tranches of term loans (the “Incremental Term Loans”), (ii) solely during the Revolving Availability Period, one or more increases in the aggregate amount of the Revolving Commitments (each such increase, a “Revolving Commitment Increase” and, together with the Incremental Term Loanstogether, the “Incremental Extensions of Credit”) or (iii) to incur Alternative Incremental Facility Debt, in an aggregate minimum principal amount not to exceed the sum of (x) $125,000,000 plus (y) an additional amount if, immediately after giving effect to the incurrence of such additional amount (but without giving effect to any amount incurred simultaneously under the immediately preceding clause (x)) and the application of the proceeds therefrom (and assuming that the full amount of such Incremental Extension of Credit has been funded and that such Incremental Extension of Credit is secured), the Total Secured Net Leverage Ratio, recomputed as of the last day of the most recently ended Fiscal Quarter, is equal to or less than 2.50 to 1.00 (provided that if the proceeds of the applicable Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition then the calculation under this clause (y) may be satisfied in accordance with the terms of the Borrower’s LCA Election under Section 1.03); provided that at the time of each such request and upon the effectiveness of the applicable Incremental Facility Amendment, (A) no Default has occurred and is continuing or shall result therefrom (provided that if the proceeds of the applicable Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition then the condition precedent set forth in this clause (A) may be limited to Defaults described in clauses (a), (b), (h) and (i) of Section 7.01), (B) the representations and warranties of the Loan Parties set forth in the Loan Documents would be true and correct in all material respects (or, in the case of representations and warranties qualified as to materiality, in all respects) on and as of the date of, and immediately after giving effect to, the effectiveness of the applicable Incremental Facility Amendment, except in the case of any such representation and warranty that expressly relates to a prior date, in which case such representation and warranty shall be true and correct in all material respects (or in all respects, as applicable) as of such earlier date (provided that if the proceeds of the applicable Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition, then the condition precedent set forth in this clause (B) may be limited to customary “specified representations and warranties” with respect to the Borrower and the Restricted Subsidiaries and (y) customary specified acquisition agreement representations with respect to the Person to be acquired), (C) after giving effect to the applicable Incremental Extension of Credit and the application of the proceeds therefrom (and assuming that the full amount of such Incremental Extension of Credit shall have been funded as Loans on such date), the Borrower shall be in compliance on a Pro Forma Basis with the financial covenants set forth in Sections 6.11 and 6.12 recomputed as of the last day of the most recently ended Fiscal Quarter (provided that if the proceeds of the applicable Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition then the condition precedent set forth in this clause (C) may be satisfied in accordance with the terms of the Borrower’s LCA Election under Section 1.03) and (D) the Borrower shall have delivered a certificate of a Responsible Officer to the effect set forth in the immediately preceding clauses (A), (B) and (C), together with reasonably detailed calculations demonstrating compliance with the immediately preceding clause (C) (which calculations shall, if made as of the last day of any Fiscal Quarter for which the Borrower has not delivered to the Administrative Agent the financial statements and certificate of a Responsible Officer required to be delivered by Section 5.01(a) or 5.01(b) and Section 5.01(c), respectively, be accompanied by a reasonably detailed calculation of Consolidated EBITDA for the relevant period). For purposes of demonstrating compliance with clause of the immediately preceding sentence (C), any Revolving Commitment Increase shall be deemed to be fully drawn as of the last day of the most recently ended Fiscal Quarter. In connection with any calculation of the Total Secured Net Leverage Ratio or the Total Net Leverage Ratio for purposes of this Section 2.20(a), the cash proceeds of the applicable Incremental Extension of Credit will not be deducted from Total Indebtedness or Senior Secured Indebtedness, respectively, when making such calculation. Each tranche of Incremental Term Loans and each Revolving Commitment Increase shall be in an integral multiple amounts of $10,000,000 and be in an aggregate principal amount that is not less than $50,000,0005,000,000; provided that such amount may be less than $50,000,000 5,000,000 if such amount represents all the remaining availability under the aggregate principal amount set forth in clause (i) below; provided, further, that (A) immediately prior to and after giving effect to any Incremental Facility Amendment (as defined below), (x) no Event of Default has occurred or is continuing or shall result therefrom and (y) as of the last day of the most recent period in respect of which financial statements shall have been required to be delivered pursuant to Section 5.01(a) or (b) (or if prior to the first time such financial statements are so required to be delivered, as of the last day of the most recent period in respect of which financial statements of the Borrower and its Restricted Subsidiaries are available) Borrower shall be in compliance with the Financial Performance Covenants and (B) the Borrower shall have delivered to the Administrative Agent an officer’s certificate as to the satisfaction of the conditions set forth in clauses (A)(x) and (y) above. The Incremental Extensions of Credit set forth above.Credit: (bi) The Incremental Term Loans shall be in an aggregate principal amount not exceeding $25,000,000 since the Effective Date, and (iii) shall rank pari passu or junior in right of payment and right of security with the Revolving Loans in respect of the Collateral Collateral; provided that the Incremental Extensions of Credit shall be on identical terms and with pursuant to the Obligations in respect of documentation applicable to the Revolving Commitments and shall be deemed to be an increase to the Revolving Commitments, . The Borrower shall by written notice offer each Lender (an “Existing Lender”) the Tranche A Term opportunity for no less than ten (10) Business Days after delivery of the notice to commit to provide its pro rata portion (based on the amount of its outstanding Revolving Loans and the Tranche B Term Loans, (ii) for purposes of mandatory prepayments, shall have terms (when taken as a whole) treated no more favorably than (x) in the case of Incremental Term Loans consisting of “tranche A” term loans, the Tranche A Term Loans and (y) in the case of Incremental Term Loans consisting of “tranche B” term loans, Tranche B Term Loans and (iii) other than amortization, pricing or maturity date, shall have terms (when taken as a whole) that are applicable prior to the Latest Maturity Date (at the time of incurrence) no more restrictive than the terms (when taken as a whole) (x) in the case of Incremental Term Loans consisting of “tranche A” term loans, applicable to the Tranche A Term Loans and (y) in the case of Incremental Term Loans consisting of “tranche B” term loans, the Tranche B Term Loans (in each case, as determined by the Borrower in its reasonable business judgment in consultation with the Administrative Agent) unless otherwise consented to by the Administrative Agent; provided that (A) if the Weighted Average Yield relating to any Incremental Term Loan consisting of additional “tranche A” term loans or “tranche B” term loans exceeds the Weighted Average Yield relating to the Tranche A Term Loans or the Tranche B Term Loansunused Revolving Commitments, as applicable, immediately prior to on the effectiveness of the applicable Incremental Facility Amendment by more than 0.50%, then the Applicable Rate relating to the Tranche A Term Loans or Tranche B Term Loans, as applicable, shall be adjusted so that the Weighted Average Yield relating to such Incremental Term Loans shall not exceed the Weighted Average Yield relating to the Tranche A Term Loans or the Tranche B Term Loans, as applicable, by more than 0.50%; provided, however, that (x) the requirements set forth in this clause (A) shall not apply to any Incremental Extensions of Credit the effective date of which is more than 12 months after the Effective Date and (ysuch notice) any increase in the Applicable Rate required pursuant to this clause (A) resulting from the application of any interest rate “floor” on any Incremental Term Loan consisting of “tranche A” term loans or “tranche B” term loans will be effected solely through the establishment or increase of an interest rate “floor” on the Tranche A Term Loans or Tranche B Term Loans, as applicable, (B) any Incremental Term Loan consisting of “tranche A” term loans or “tranche B” term loans shall not have a final maturity date earlier than the Tranche A Term Maturity Date or Tranche B Term Maturity Date, as applicable, and (C) any Incremental Term Loan consisting of “tranche A” term loans or “tranche B” term loans shall not have a Weighted Average Life to Maturity that is shorter than the Weighted Average Life to Maturity of the then-remaining Tranche A Term Loans or Tranche B Term Loans, as applicable. (c) Each notice from the Borrower pursuant to this Section shall set forth the requested amount and proposed terms of the relevant Incremental Extension of Credit, provided that no Existing Lender shall be obligated to provide any Incremental Extension of Credit unless it so agrees. Any additional bank, financial institution, existing Existing Lender or other Person that elects to extend Incremental Extensions of Credit shall be reasonably satisfactory to the Borrower Borrower, the Administrative Agent, the Swingline Lender and the Administrative Agent (and, in the case of any Revolving Commitment Increase, each Issuing Bank) Banks (any such bank, financial institution, existing Existing Lender or other Person being called an “Additional Lender”) and, if not already a Lender, and shall become a Lender under this Agreement pursuant to an amendment (an “Incremental Facility Amendment”) to this Agreement giving effect to the modifications permitted, and the transactions contemplated, by this Section 2.20 and, as appropriate, the other Loan Documents, Documents and executed by the Borrower, such each Additional Lender (to the extent appropriate) and the Administrative Agent (and, if applicable, the Collateral Agent. No Lender shall be obligated to provide any Incremental Extension of Credit, unless it so agrees). Commitments in respect of any Incremental Extensions of Credit shall become be Revolving Commitments (or in the case of any Revolving Commitment Increase to be provided by an existing Revolving Lender, an increase in such Revolving Lender’s Revolving Commitment) under this Agreement upon the effectiveness of the applicable Incremental Facility AmendmentAgreement. An Incremental Facility Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement or any and the other Loan Document Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.20 (including to provide for voting provisions applicable to the Additional Lenders comparable to the provisions of clause (B) of the second proviso of Section 9.02(b)). The effectiveness of any Incremental Facility Amendment shall, unless otherwise agreed to by the Administrative Agent and the Additional Lenders, shall be subject to the satisfaction on the effective date thereof (each, an “Incremental Facility Closing Date”) of each of the conditions set forth in Section 4.02 (it being understood and agreed that all references to a Borrowing “the date of such Borrowing” in such Section 4.02 shall be deemed to refer to the applicable Incremental Facility AmendmentClosing Date). The proceeds of the Incremental Extensions of Credit shall be used for working capital and general corporate purposes (including Permitted Acquisitions). (db) On the date of effectiveness of any Each Lender that is acquiring a new or additional Revolving Commitment Increaseon the Incremental Facility Closing Date shall make a Revolving Loan, (i) the aggregate principal amount proceeds of which will be used to prepay the Revolving Loans outstanding (the “Existing Revolving Borrowings”) immediately prior to the effectiveness of such Revolving Commitment Increase shall be deemed to be repaid, (ii) each Revolving Commitment Increase Lender that shall have had a Revolving Commitment prior to the effectiveness of such Revolving Commitment Increase shall pay to the Administrative Agent in same day funds an amount equal to the amount, if any, by which (A) (1) such Revolving Commitment Increase Lender’s Applicable Percentage (calculated after giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount of the Resulting Revolving Borrowings (as hereinafter defined) exceeds (B) (1) such Revolving Commitment Increase Lender’s Applicable Percentage (calculated without giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount of the Existing Revolving Borrowings, (iii) each Revolving Commitment Increase Lender that shall not have had a Revolving Commitment prior to the effectiveness of such Revolving Commitment Increase shall pay to Administrative Agent in same day funds an amount equal to (1) such Revolving Commitment Increase Lender’s Applicable Percentage (calculated after giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount of the Resulting Revolving Borrowings, (iv) after the Administrative Agent receives the funds specified in clauses (ii) and (iii) above, the Administrative Agent shall pay to each Revolving Lender the portion of such funds that is equal to the amount, if any, by which (A) (1) such Revolving Lender’s Applicable Percentage (calculated without giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount of the Existing Revolving Borrowings, exceeds (B) (1) such Revolving Lender’s Applicable Percentage (calculated after giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount of the Resulting Revolving Borrowings, (v) after the effectiveness of such Revolving Commitment Increase, the Borrower shall be deemed to have made new Revolving Borrowings (the “Resulting Revolving Borrowings”) in an aggregate principal amount equal to the aggregate principal amount of the Existing Revolving Borrowings and of the Types and for the Interest Periods specified in a Borrowing Request delivered to the Administrative Agent in accordance with Section 2.03 (and the Borrower shall deliver such Borrowing Request), (vi) each Revolving Lender shall be deemed to hold its Applicable Percentage of each Resulting Revolving Borrowing (calculated after giving effect to the effectiveness of such Revolving Commitment Increase) and (vii) the Borrower shall pay each Revolving Lender any and all accrued but unpaid interest on its Loans comprising the Existing Revolving Borrowings. The deemed payments of the Existing Revolving Borrowings made pursuant to clause (i) above shall be subject to compensation by the Borrower pursuant to the provisions of Section 2.15 if the date of the effectiveness of such Revolving Commitment Increase occurs other than on the last day of the Interest Period relating thereto. Upon each Revolving Commitment Increase pursuant to this Section, each Revolving Lender Lenders immediately prior to such increase will automatically and without further act be deemed to have assigned to each Revolving Commitment Increase LenderIncremental Facility Closing Date, and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of such Revolving Lender’s participations hereunder in outstanding Letters of Credit such so that, after giving effect thereto, the Revolving Loans outstanding are held by the Lenders pro rata based on their Revolving Commitments after giving effect to such Incremental Facility Amendment. If there is a new borrowing of Revolving Commitment Increase and each Loans on such deemed assignment and assumption of participationsIncremental Facility Closing Date, the percentage of the aggregate outstanding participations hereunder in Letters of Credit held by each Revolving Lender (including each Lenders after giving effect to such Increase Effective Date shall make such Revolving Commitment Increase Lender) will equal such Revolving Lender’s Applicable PercentageLoans in accordance with Section 2.02.

Incremental Extensions of Credit. (a) At any time and from time to timeafter the Effective Funding Time, subject to the terms and conditions set forth herein, the Borrower mayBorrowers may from time to time, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy of such notice to each of the Lenders), request (i) to add one or more additional tranches of term loans (the “Incremental Term Loans”), (ii) solely during the Revolving Availability Period, one or more increases in the aggregate amount of the Revolving Commitments (each such increase, a “Revolving Commitment Increase” and, together with the Incremental Term Loans, the “Incremental Extensions of Credit”) or (iii) in minimum Dollar Equivalent principal amounts of $50,000,000; provided that immediately prior to incur Alternative Incremental Facility Debt, in an aggregate principal amount not to exceed the sum of (x) $125,000,000 plus (y) an additional amount if, immediately and after giving effect to the incurrence of such additional amount any Incremental Facility Amendment (but without giving effect to any amount incurred simultaneously under the immediately preceding clause (x)) and the application of the proceeds therefrom (and assuming that the full amount of such Incremental Extension of Credit has been funded and that such Incremental Extension of Credit is securedas defined below), the Total Secured Net Leverage Ratio(a) no Default or Event of Default has occurred and is continuing or shall result therefrom and (b) on a Pro Forma Basis, recomputed as of the last day of the most recently ended Fiscal Quarter, is equal to or less than 2.50 to 1.00 (provided that if the proceeds fiscal quarter of the applicable Incremental Extension of Credit are U.S. Borrower for which financial statements have been delivered pursuant to be used to finance a Limited Condition Acquisition then the calculation under this clause (y) may be satisfied in accordance with the terms of the Borrower’s LCA Election under Section 1.03); provided that at the time of each such request and upon the effectiveness of the applicable Incremental Facility Amendment, (A) no Default has occurred and is continuing or shall result therefrom (provided that if the proceeds of the applicable Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition then the condition precedent set forth in this clause (A) may be limited to Defaults described in clauses (a), (b), (h) and (i) of Section 7.01), (B) the representations and warranties of the Loan Parties set forth in the Loan Documents would be true and correct in all material respects (or, in the case of representations and warranties qualified as to materiality, in all respects) on and as of the date of, and immediately after giving effect to5.04, the effectiveness of the applicable Incremental Facility Amendment, except in the case of any such representation and warranty that expressly relates to a prior date, in which case such representation and warranty shall be true and correct in all material respects (or in all respects, as applicable) as of such earlier date (provided that if the proceeds of the applicable Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition, then the condition precedent set forth in this clause (B) may be limited to customary “specified representations and warranties” with respect to the U.S. Borrower and the Restricted Subsidiaries and (y) customary specified acquisition agreement representations with respect to the Person to be acquired), (C) after giving effect to the applicable Incremental Extension of Credit and the application of the proceeds therefrom (and assuming that the full amount of such Incremental Extension of Credit shall have been funded as Loans on such date), the Borrower shall be in compliance on a Pro Forma Basis with the financial covenants set forth contained in Sections Section 6.11 and 6.12 recomputed as of the last day of the most recently ended Fiscal Quarter (provided that if the proceeds of the applicable 6.12. The Incremental Extension Extensions of Credit are to be used to finance a Limited Condition Acquisition then the condition precedent set forth in this clause (Ca) may be satisfied in accordance with the terms of the Borrower’s LCA Election under Section 1.03) and (D) the Borrower shall have delivered a certificate of a Responsible Officer to the effect set forth in the immediately preceding clauses (A), (B) and (C), together with reasonably detailed calculations demonstrating compliance with the immediately preceding clause (C) (which calculations shall, if made as of the last day of any Fiscal Quarter for which the Borrower has not delivered to the Administrative Agent the financial statements and certificate of a Responsible Officer required to be delivered by Section 5.01(a) or 5.01(b) and Section 5.01(c), respectively, be accompanied by a reasonably detailed calculation of Consolidated EBITDA for the relevant period). For purposes of demonstrating compliance with clause of the immediately preceding sentence (C), any Revolving Commitment Increase shall be deemed to be fully drawn as of the last day of the most recently ended Fiscal Quarter. In connection with any calculation of the Total Secured Net Leverage Ratio or the Total Net Leverage Ratio for purposes of this Section 2.20(a), the cash proceeds of the applicable Incremental Extension of Credit will not be deducted from Total Indebtedness or Senior Secured Indebtedness, respectively, when making such calculation. Each tranche of Incremental Term Loans and each Revolving Commitment Increase shall be in an integral multiple of $10,000,000 and be in an aggregate principal amount that is not less than exceeding $50,000,000; provided that such amount may be less than $50,000,000 if such amount represents all the remaining availability under the aggregate principal amount of Incremental Extensions of Credit set forth above. 600,000,000, (b) The Incremental Term Loans (i) shall rank pari passu or junior in right of payment and right of security in respect of the Collateral and with the Obligations in respect of the Revolving Commitments, the Tranche A Term Loans and the Tranche B Term Loans(c) other than amortization, (ii) for purposes of mandatory prepaymentspricing and maturity date, shall have terms substantially similar to those with respect to (when taken as a whole) treated no more favorably than (x1) in the case of Incremental Term Loans consisting Extensions of “Credit in the form of a tranche A” term loansA facility, the Tranche A A-1 Term Loans and (y2) in the case of Incremental Term Loans consisting Extensions of “tranche B” term loans, Tranche B Term Loans and (iii) other than amortization, pricing or maturity date, shall have terms (when taken as a whole) that are applicable prior to the Latest Maturity Date (at the time of incurrence) no more restrictive than the terms (when taken as a whole) (x) Credit in the case form of Incremental Term Loans consisting of “a tranche A” term loans, applicable to the Tranche A Term Loans and (y) in the case of Incremental Term Loans consisting of “tranche B” term loansB facility, the Tranche B Term Loans (in each case, as determined by the Borrower in its reasonable business judgment in consultation with the Administrative Agent) unless otherwise consented to by the Administrative Agent; provided that (A) if the Weighted Average Yield relating to any Incremental Term Loan consisting of additional “tranche A” term loans or “tranche B” term loans exceeds the Weighted Average Yield relating to the Tranche A Term Loans or the Tranche B B-1 Term Loans, in each case as applicable, in effect immediately prior to the effectiveness of the applicable Incremental Facility Amendment by more than 0.50%, then the Applicable Rate relating to the Tranche A Term Loans or Tranche B Term Loans, as applicable, shall be adjusted so that the Weighted Average Yield relating to such Incremental Term Loans shall not exceed the Weighted Average Yield relating to the Tranche A Term Loans or the Tranche B Term Loans, as applicable, by more than 0.50%Amendment; provided, however, provided that (xi) the requirements set forth in this clause (A) shall not apply to any Incremental Extensions of Credit the effective date of which is more than 12 months after the Effective Date and (y) any increase in the Applicable Rate required pursuant to this clause (A) resulting from the application form of any interest rate “floor” on any Incremental Term Loan consisting of “a tranche A” term loans or “tranche B” term loans will be effected solely through the establishment or increase of an interest rate “floor” on the Tranche A Term Loans or Tranche B Term Loans, as applicable, (B) any Incremental Term Loan consisting of “tranche A” term loans or “tranche B” term loans facility shall not have a final maturity date earlier than the Tranche A Term A-1 Maturity Date or Tranche and the Incremental Extensions of Credit in the form of a tranche B Term Maturity Date, as applicable, and (C) any Incremental Term Loan consisting of “tranche A” term loans or “tranche B” term loans facility shall not have a Weighted Average Life to Maturity final maturity date earlier than the Tranche B- 0 Xxxxxxxx Xxxx, (xx) the Incremental Extensions of Credit in the form of a tranche A facility shall not have a weighted average life that is shorter than the Weighted Average Life to Maturity that of the then-remaining weighted average life of the Tranche A A-1 Term Loans or Tranche and the Incremental Extensions of Credit in the form of a tranche B Term Loans, as applicable. (c) Each notice from the Borrower pursuant to this Section facility shall set forth the requested amount and proposed terms not have a weighted average life that is shorter than that of the relevant then-remaining weighted average life of the Tranche B-1 Term Loans and (iii) Incremental Extension Extensions of CreditCredit may be funded in Dollars, Euros or Sterling (as agreed by the Lenders under the applicable Incremental Facility Amendment). Any additional bank, financial institution, existing Lender or other Person that elects to extend Incremental Extensions of Credit shall be reasonably satisfactory to the applicable Borrower and the Administrative Agent (and, in the case of any Revolving Commitment Increase, each Issuing Bank) (any such bank, financial institution, existing Lender or other Person being called an “Additional Lender”) and, if not already a Lender, and shall become a Lender under this Agreement Agreement, pursuant to an amendment (an “Incremental Facility Amendment”) to this Agreement Agreement, giving effect to the modifications permitted by this Section 2.23, and, as appropriate, the other Loan Documents, executed by the applicable Borrower, such each Additional Lender and the Administrative Agent. No Lender shall be obligated to provide any Incremental Extension of Credit, unless it so agrees. Commitments in respect of any Incremental Extensions of Credit shall become be Commitments (or in the case of any Revolving Commitment Increase to be provided by an existing Revolving Lender, an increase in such Revolving Lender’s Revolving Commitment) under this Agreement upon the effectiveness of the applicable Incremental Facility AmendmentAgreement. An Incremental Facility Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement or any and the other Loan Document Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section (including to provide for voting provisions applicable to the Additional Lenders comparable to the provisions of clause (B) of the second proviso of Section 9.02(b))2.23. The effectiveness of any Incremental Facility Amendment shall, unless otherwise agreed to by the Administrative Agent and the Additional Lenders, shall be subject to the satisfaction on the effective date thereof (each, an “Incremental Facility Closing Date”) of each of the conditions set forth in Section 4.02 (it being understood and agreed that all references to a Borrowing “the date of such Borrowing” in such Section 4.02 shall be deemed to refer to the applicable Incremental Facility AmendmentClosing Date). (d) On the date of effectiveness of any Revolving Commitment Increase, (i) the aggregate principal amount . The proceeds of the Revolving Loans outstanding (the “Existing Revolving Borrowings”) immediately prior to the effectiveness Incremental Extensions of such Revolving Commitment Increase Credit shall be deemed to be repaid, (ii) each Revolving Commitment Increase Lender that shall have had a Revolving Commitment prior to the effectiveness of such Revolving Commitment Increase shall pay to the Administrative Agent in same day funds an amount equal to the amount, if any, by which (A) (1) such Revolving Commitment Increase Lender’s Applicable Percentage (calculated after giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount used for general corporate purposes of the Resulting Revolving Borrowings (as hereinafter defined) exceeds (B) (1) such Revolving Commitment Increase Lender’s Applicable Percentage (calculated without giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount of the Existing Revolving Borrowings, (iii) each Revolving Commitment Increase Lender that shall not have had a Revolving Commitment prior to the effectiveness of such Revolving Commitment Increase shall pay to Administrative Agent in same day funds an amount equal to (1) such Revolving Commitment Increase Lender’s Applicable Percentage (calculated after giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount of the Resulting Revolving Borrowings, (iv) after the Administrative Agent receives the funds specified in clauses (ii) and (iii) above, the Administrative Agent shall pay to each Revolving Lender the portion of such funds that is equal to the amount, if any, by which (A) (1) such Revolving Lender’s Applicable Percentage (calculated without giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount of the Existing Revolving Borrowings, exceeds (B) (1) such Revolving Lender’s Applicable Percentage (calculated after giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount of the Resulting Revolving Borrowings, (v) after the effectiveness of such Revolving Commitment Increase, the Borrower shall be deemed to have made new Revolving Borrowings (the “Resulting Revolving Borrowings”) in an aggregate principal amount equal to the aggregate principal amount of the Existing Revolving Borrowings and of the Types and for the Interest Periods specified in a Borrowing Request delivered to the Administrative Agent in accordance with Section 2.03 (and the Borrower shall deliver such Borrowing Request), (vi) each Revolving Lender shall be deemed to hold its Applicable Percentage of each Resulting Revolving Borrowing (calculated after giving effect to the effectiveness of such Revolving Commitment Increase) and (vii) the Borrower shall pay each Revolving Lender any and all accrued but unpaid interest on its Loans comprising the Existing Revolving Borrowings. The deemed payments of the Existing Revolving Borrowings made pursuant to clause (i) above shall be subject to compensation by the Borrower pursuant to the provisions of Section 2.15 if the date of the effectiveness of such Revolving Commitment Increase occurs other than on the last day of the Interest Period relating thereto. Upon each Revolving Commitment Increase pursuant to this Section, each Revolving Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Revolving Commitment Increase Lender, and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of such Revolving Lender’s participations hereunder in outstanding Letters of Credit such that, after giving effect to such Revolving Commitment Increase and each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding participations hereunder in Letters of Credit held by each Revolving Lender (including each such Revolving Commitment Increase Lender) will equal such Revolving Lender’s Applicable PercentageSubsidiaries.

Incremental Extensions of Credit. (a) At any time and from time prior to timethe Term Loan Maturity Date, subject to the terms and conditions set forth herein, the Borrower maymay at any time and from time to time, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy of such notice to each of the Lenders), request (i) to add one or more additional tranches of term loans (the “Incremental Term Loans”), (ii) solely during the Revolving Availability Period, one or more increases in the aggregate amount of the Revolving Commitments (each such increase, a “Revolving Commitment Increase” and, together with the Incremental Term Loans, the “Incremental Extensions of Credit”) or (iii) in minimum principal amounts of $50,000,000; provided that immediately prior to incur Alternative Incremental Facility Debt, in an aggregate principal amount not to exceed the sum of (x) $125,000,000 plus (y) an additional amount if, immediately and after giving effect to the incurrence of such additional amount any Incremental Facility Amendment (but without giving effect to any amount incurred simultaneously under the immediately preceding clause (x)) and the application of the proceeds therefrom (and assuming that the full amount of such Incremental Extension of Credit has been funded and that such Incremental Extension of Credit is securedas defined below), the Total Secured Net Leverage Ratio(a) no Default has occurred or is continuing or shall result therefrom and (b) on a Pro Forma Basis, recomputed as of the last day of the most recently ended Fiscal Quarter, is equal to or less than 2.50 to 1.00 (provided that if the proceeds fiscal quarter of the applicable Incremental Extension of Credit Borrower for which financial statements are to be used to finance a Limited Condition Acquisition then the calculation under this clause (y) may be satisfied in accordance with the terms of the Borrower’s LCA Election under Section 1.03); provided that at the time of each such request and upon the effectiveness of the applicable Incremental Facility Amendmentavailable, (A) no Default has occurred and is continuing or shall result therefrom (provided that if the proceeds of the applicable Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition then the condition precedent set forth in this clause (A) may be limited to Defaults described in clauses (a), (b), (h) and (i) of Section 7.01), (B) the representations and warranties of the Loan Parties set forth in the Loan Documents would be true and correct in all material respects (or, in the case of representations and warranties qualified as to materiality, in all respects) on and as of the date of, and immediately after giving effect to, the effectiveness of the applicable Incremental Facility Amendment, except in the case of any such representation and warranty that expressly relates to a prior date, in which case such representation and warranty shall be true and correct in all material respects (or in all respects, as applicable) as of such earlier date (provided that if the proceeds of the applicable Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition, then the condition precedent set forth in this clause (B) may be limited to customary “specified representations and warranties” with respect to the Borrower and the Restricted Subsidiaries and (y) customary specified acquisition agreement representations with respect to the Person to be acquired), (C) after giving effect to the applicable Incremental Extension of Credit and the application of the proceeds therefrom (and assuming that the full amount of such Incremental Extension of Credit shall have been funded as Loans on such date), the Borrower shall be in compliance on a Pro Forma Basis with the financial covenants set forth contained in Sections 6.11 6.12 and 6.12 recomputed as of 6.13 and (ii) the last day of the most recently ended Fiscal Quarter (provided that if the proceeds of the applicable Net Senior Secured Leverage Ratio shall be less than 2.50 to 1.00. The Incremental Extension Extensions of Credit are to be used to finance a Limited Condition Acquisition then the condition precedent set forth in this clause (Ca) may be satisfied in accordance with the terms of the Borrower’s LCA Election under Section 1.03) and (D) the Borrower shall have delivered a certificate of a Responsible Officer to the effect set forth in the immediately preceding clauses (A), (B) and (C), together with reasonably detailed calculations demonstrating compliance with the immediately preceding clause (C) (which calculations shall, if made as of the last day of any Fiscal Quarter for which the Borrower has not delivered to the Administrative Agent the financial statements and certificate of a Responsible Officer required to be delivered by Section 5.01(a) or 5.01(b) and Section 5.01(c), respectively, be accompanied by a reasonably detailed calculation of Consolidated EBITDA for the relevant period). For purposes of demonstrating compliance with clause of the immediately preceding sentence (C), any Revolving Commitment Increase shall be deemed to be fully drawn as of the last day of the most recently ended Fiscal Quarter. In connection with any calculation of the Total Secured Net Leverage Ratio or the Total Net Leverage Ratio for purposes of this Section 2.20(a), the cash proceeds of the applicable Incremental Extension of Credit will not be deducted from Total Indebtedness or Senior Secured Indebtedness, respectively, when making such calculation. Each tranche of Incremental Term Loans and each Revolving Commitment Increase shall be in an integral multiple of $10,000,000 and be in an aggregate principal amount that is not less than exceeding $50,000,000; provided that such amount may be less than $50,000,000 if such amount represents all the remaining availability under the aggregate principal amount of Incremental Extensions of Credit set forth above. 100,000,000, (b) The Incremental Term Loans (i) shall rank pari passu or junior in right of payment and right of security in respect of the Collateral and with the Obligations in respect of the Revolving Commitments, the Tranche A Term Loans and the Tranche B Term Loans, (ii) for purposes of mandatory prepayments, shall have terms (when taken as a whole) treated no more favorably than (x) in the case of Incremental Term Loans consisting of “tranche A” term loans, the Tranche A Term Loans and (y) in the case of Incremental Term Loans consisting of “tranche B” term loans, Tranche B Term Loans and (iiic) other than amortization, pricing or and maturity date, shall have the same terms (when taken as a whole) that are applicable prior to the Latest Maturity Date (at the time of incurrence) no more restrictive than the terms (when taken as a whole) (x) in the case of Incremental Term Loans consisting of “tranche A” term loans, applicable to the Tranche A Term Loans and (y) as in the case of Incremental Term Loans consisting of “tranche B” term loans, the Tranche B Term Loans (in each case, as determined by the Borrower in its reasonable business judgment in consultation with the Administrative Agent) unless otherwise consented to by the Administrative Agent; provided that (A) if the Weighted Average Yield relating to any Incremental Term Loan consisting of additional “tranche A” term loans or “tranche B” term loans exceeds the Weighted Average Yield relating to the Tranche A Term Loans or the Tranche B Term Loans, as applicable, effect immediately prior to the effectiveness of the applicable Incremental Facility Amendment Amendment; provided that (i) if the Applicable Rate (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing such Incremental Extensions of Credit) relating to the Incremental Extensions of Credit exceeds the Applicable Rate (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount payable to all Term Loan Lenders) relating to the Term Loans by more than 0.500.25%, then the Applicable Rate relating to the Tranche A Term Loans or Tranche B Term Loansshall be adjusted to be equal to the Applicable Rate (which, as applicablefor such purposes only, shall be adjusted so that the Weighted Average Yield relating deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing such Incremental Term Loans shall not exceed the Weighted Average Yield Extensions of Credit) relating to the Tranche A Term Loans or the Tranche B Term Loans, as applicable, by more than 0.50%; provided, however, that (x) the requirements set forth in this clause (A) shall not apply to any applicable Incremental Extensions of Credit the effective date of which is more than 12 months after the Effective Date and (y) any increase in the Applicable Rate required pursuant to this clause (A) resulting from the application of any interest rate “floor” on any Incremental Term Loan consisting of “tranche A” term loans or “tranche B” term loans will be effected solely through the establishment or increase of an interest rate “floor” on the Tranche A Term Loans or Tranche B Term Loans, as applicableminus 0.25%, (Bii) any the Incremental Term Loan consisting Extensions of “tranche A” term loans or “tranche B” term loans Credit shall not have a final maturity date earlier than the Tranche A Term Loan Maturity Date or Tranche B Term Maturity Date, as applicable, and (Ciii) any the Incremental Term Loan consisting Extensions of “tranche A” term loans or “tranche B” term loans Credit shall not have a Weighted Average Life to Maturity weighted average life that is shorter than the Weighted Average Life to Maturity that of the then-remaining Tranche A Term Loans or Tranche B weighted average life of the Term Loans, as applicable. (c) Each notice from the Borrower pursuant . No Term Loan Lender shall be obligated to this Section shall set forth the requested amount and proposed terms of the relevant provide any Incremental Extension of CreditCredit unless it so agrees. Any additional bank, financial institution, existing Term Loan Lender or other Person that elects to extend Incremental Extensions of Credit shall be reasonably satisfactory to the Borrower and the Administrative Agent (and, in the case of any Revolving Commitment Increase, each Issuing Bank) (any such bank, financial institution, existing Term Loan Lender or other Person being called an “Additional Lender”) and, if not already a Lender, and shall become a Lender under this Agreement Agreement, pursuant to an amendment (an “Incremental Facility Amendment”) to this Agreement Agreement, giving effect to the modifications permitted by this Section 2.20, and, as appropriate, the other Loan Documents, executed by the Borrower, such each Additional Lender and the Administrative Agent. No Lender shall be obligated to provide any Incremental Extension of Credit, unless it so agrees. Commitments in respect of any Incremental Extensions of Credit shall become Commitments (or in the case of any Revolving Commitment Increase to be provided by an existing Revolving Lender, an increase in such Revolving Lender’s Revolving Commitment) under this Agreement upon the effectiveness of the applicable Incremental Facility Amendment. An Incremental Facility Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement or any other Loan Document as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section (including to provide for voting provisions applicable to the Additional Lenders comparable to the provisions of clause (B) of the second proviso of Section 9.02(b)). The effectiveness of any Incremental Facility Amendment shall, unless otherwise agreed to by the Administrative Agent and the Additional Lenders, be subject to the satisfaction on the effective date thereof of each of the conditions set forth in Section 4.02 (it being understood and agreed that all references to a Borrowing in Section 4.02 shall be deemed to refer to the applicable Incremental Facility Amendment). (d) On the date of effectiveness of any Revolving Commitment Increase, (i) the aggregate principal amount of the Revolving Loans outstanding (the “Existing Revolving Borrowings”) immediately prior to the effectiveness of such Revolving Commitment Increase shall be deemed to be repaid, (ii) each Revolving Commitment Increase Lender that shall have had a Revolving Commitment prior to the effectiveness of such Revolving Commitment Increase shall pay to the Administrative Agent in same day funds an amount equal to the amount, if any, by which (A) (1) such Revolving Commitment Increase Lender’s Applicable Percentage (calculated after giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount of the Resulting Revolving Borrowings (as hereinafter defined) exceeds (B) (1) such Revolving Commitment Increase Lender’s Applicable Percentage (calculated without giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount of the Existing Revolving Borrowings, (iii) each Revolving Commitment Increase Lender that shall not have had a Revolving Commitment prior to the effectiveness of such Revolving Commitment Increase shall pay to Administrative Agent in same day funds an amount equal to (1) such Revolving Commitment Increase Lender’s Applicable Percentage (calculated after giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount of the Resulting Revolving Borrowings, (iv) after the Administrative Agent receives the funds specified in clauses (ii) and (iii) above, the Administrative Agent shall pay to each Revolving Lender the portion of such funds that is equal to the amount, if any, by which (A) (1) such Revolving Lender’s Applicable Percentage (calculated without giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount of the Existing Revolving Borrowings, exceeds (B) (1) such Revolving Lender’s Applicable Percentage (calculated after giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount of the Resulting Revolving Borrowings, (v) after the effectiveness of such Revolving Commitment Increase, the Borrower shall be deemed to have made new Revolving Borrowings (the “Resulting Revolving Borrowings”) in an aggregate principal amount equal to the aggregate principal amount of the Existing Revolving Borrowings and of the Types and for the Interest Periods specified in a Borrowing Request delivered to the Administrative Agent in accordance with Section 2.03 (and the Borrower shall deliver such Borrowing Request), (vi) each Revolving Lender shall be deemed to hold its Applicable Percentage of each Resulting Revolving Borrowing (calculated after giving effect to the effectiveness of such Revolving Commitment Increase) and (vii) the Borrower shall pay each Revolving Lender any and all accrued but unpaid interest on its Loans comprising the Existing Revolving Borrowings. The deemed payments of the Existing Revolving Borrowings made pursuant to clause (i) above shall be subject to compensation by the Borrower pursuant to the provisions of Section 2.15 if the date of the effectiveness of such Revolving Commitment Increase occurs other than on the last day of the Interest Period relating thereto. Upon each Revolving Commitment Increase pursuant to this Section, each Revolving Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Revolving Commitment Increase Lender, and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of such Revolving Lender’s participations hereunder in outstanding Letters of Credit such that, after giving effect to such Revolving Commitment Increase and each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding participations hereunder in Letters of Credit held by each Revolving Lender (including each such Revolving Commitment Increase Lender) will equal such Revolving Lender’s Applicable Percentage.Incremental

Incremental Extensions of Credit. (a) At any time and from time to timetime after the Fourth Amendment Effective Date, subject to the terms and conditions set forth herein, the Borrower may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (i) to add one or more additional tranches of term loans (the “Incremental Term Loans”), (ii) solely during the Revolving Availability Period, one or more increases in the aggregate amount of the Revolving Commitments (each such increase, a “Revolving Commitment Increase” and, together with the Incremental Term Loans, the “Incremental Extensions of Credit”) or (iii) to incur Alternative Incremental Facility Debt, Debt in an aggregate principal amount for all such Incremental Extensions of Credit and Alternative Incremental Facility Debt incurred after the Fourth Amendment Effective Date not to exceed the sum of (x) $125,000,000 250,000,000 plus (y) an additional amount if, immediately after giving effect to the incurrence of such additional amount (but without giving effect to any amount incurred simultaneously under the immediately preceding clause (x)) and the application of the proceeds therefrom (and assuming that the full amount of such Incremental Extension of Credit has been funded and that such Incremental Extension of Credit is secured), the Total Secured Net Leverage Ratio, recomputed as of the last day of the most recently ended Fiscal QuarterQuarter for which the Borrower was required to deliver financial statements pursuant to Section 5.01(a) or Section 5.01(b), is equal to or less than 2.50 to 1.00 (provided that if the proceeds of the applicable Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition then the calculation under this clause (y) may be satisfied in accordance with the terms of the Borrower’s LCA Election under Section 1.03); provided that at the time of each such request and upon the effectiveness of the applicable Incremental Facility Amendment, (A) no Default has occurred and is continuing or shall result therefrom (provided that that, if the proceeds of the applicable Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition then the condition precedent set forth in this clause (A) may be limited to Defaults described in clauses (aSection 7.01(a), (b), (h) and (i) of Section 7.01)), (B) the representations and warranties of the Loan Parties set forth in the Loan Documents would be true and correct in all material respects (or, in the case of representations and warranties qualified as to materiality, in all respects) on and as of the date of, and immediately after giving effect to, the effectiveness of the applicable Incremental Facility Amendment, except in the case of any such representation and warranty that expressly relates to a prior date, in which case such representation and warranty shall be true and correct in all material respects (or in all respects, as applicable) as of such earlier date (provided that if the proceeds of the applicable Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition, then the condition precedent set forth in this clause (B) may be limited to customary “specified representations and warranties” with respect to the Borrower and the Restricted Subsidiaries and (y) customary specified acquisition agreement representations with respect to the Person to be acquired), (C) after giving effect to the applicable Incremental Extension of Credit and the application of the proceeds therefrom (and assuming that the full amount of such Incremental Extension of Credit shall have been funded as Loans on such date), the Borrower shall be in compliance on a Pro Forma Basis with the financial covenants set forth in Sections 6.11 and 6.12 recomputed as of the last day of the most recently ended Fiscal Quarter (provided that if the proceeds of the applicable Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition then the condition precedent set forth in this clause (C) may be satisfied in accordance with the terms of the Borrower’s LCA Election under Section 1.03) and (D) the Borrower shall have delivered a certificate of a Responsible Officer to the effect set forth in the immediately preceding clauses (A), (B) and (C), together with reasonably detailed calculations demonstrating compliance with the immediately preceding clause (C) (which calculations shall, if made as of the last day of any Fiscal Quarter for which the Borrower has not yet delivered to the Administrative Agent the financial statements and certificate of a Responsible Officer Compliance Certificate required to be delivered by Section 5.01(a) or 5.01(b) and Section 5.01(c), respectively, be accompanied by a reasonably detailed calculation of Consolidated EBITDA for the relevant period). For purposes of demonstrating compliance with clause of the immediately preceding sentence (CSection 2.20(a)(ii)(C), any Revolving Commitment Increase shall be deemed to be fully drawn as of the last day of the most recently ended Fiscal Quarter. In connection with any calculation of the Total Secured Net Leverage Ratio or the Total Net Leverage Ratio for purposes of this Section 2.20(a), the cash proceeds of the applicable Incremental Extension of Credit will not be deducted from Total Indebtedness or Senior Secured Indebtedness, respectively, when making such calculation. Each tranche of Incremental Term Loans and each Revolving Commitment Increase shall be in an integral multiple of $10,000,000 and be in an aggregate principal amount that is not less than $50,000,000; provided that such amount may be less than $50,000,000 if such amount represents all the remaining availability under the aggregate principal amount of Incremental Extensions of Credit set forth above. (b) The Incremental Term Loans (i) shall rank pari passu or junior in right of payment in respect of the Collateral and with the Obligations in respect of the Revolving Commitments, the Tranche A Term Loans and the Tranche B any other then-existing Incremental Term Loans, (ii) for purposes of mandatory prepayments, shall have terms (when taken as a whole) treated no more favorably than (x) in the case of Incremental Term Loans consisting of “tranche A” term loans, the Tranche A Term Loans and (y) in the case of Incremental Term Loans consisting of “tranche B” term loans, Tranche B any then-existing Incremental Term Loans consisting of “tranche B” term Loans (it being understood and agreed that any such Incremental Term Loans consisting of “tranche B” term loans may, to the extent required by the lenders providing such Incremental Term Loans, (1) require prepayment premiums which may be applicable solely with respect to such Incremental Term Loans, and (2) have mandatory prepayment provisions (including an excess cash flow prepayment) which may be applicable solely with respect to such Incremental Term Loans and any other then-existing Incremental Term Loans consisting of “tranche B” term loans) and (iii) other than amortization, pricing or maturity date, shall have terms (when taken as a whole) that are applicable prior to the Latest Maturity Date (at the time of incurrence) no more restrictive than the terms (when taken as a whole) (x) in the case of Incremental Term Loans consisting of “tranche A” term loans, applicable to the Tranche A Term Loans and (y) in the case of Incremental Term Loans consisting of “tranche B” term loans, applicable to “tranche B” term loans based on the Tranche B then prevailing market conditions (as determined by the Borrower in its reasonable business judgment) or applicable to any then-existing Incremental Term Loans consisting of “tranche B” term loans (in each case, as determined by the Borrower in its reasonable business judgment in consultation with the Administrative Agent) ), in each case, unless otherwise consented to by the Administrative Agent; provided that (A) if the Weighted Average Yield relating to any Incremental Term Loan consisting of additional “tranche A” term loans or “tranche B” term loans exceeds the Weighted Average Yield relating to the Tranche A Term Loans or the Tranche B any then-existing Incremental Term LoansLoans consisting of “tranche B” term loans, as applicable, immediately prior to the effectiveness of the applicable Incremental Facility Amendment by more than 0.50%, then the Applicable Rate relating to the Tranche A Term Loans or Tranche B any such then-existing Incremental Term LoansLoans consisting of “tranche B” term loans, as applicable, shall be adjusted so that the Weighted Average Yield relating to such Incremental Term Loans shall not exceed the Weighted Average Yield relating to the Tranche A Term Loans or the Tranche B any such then-existing Incremental Term LoansLoans consisting of “tranche B” term loans, as applicable, by more than 0.50%; provided, however, provided that (x) the requirements set forth in this clause (A) shall not apply to any Incremental Extensions of Credit the effective date of which is more than 12 twelve (12) months after the Fourth Amendment Effective Date and (y) any increase in the Applicable Rate required pursuant to this clause (A) resulting from the application of any interest rate “floor” on any Incremental Term Loan consisting of “tranche A” term loans or “tranche B” term loans loans” will be effected solely through the establishment or increase of an interest rate “floor” on the Tranche A Term Loans or Tranche B any such then-existing Incremental Term LoansLoans consisting of “tranche B” term loans, as applicable, (B) any Incremental Term Loan consisting of “tranche A” term loans or “tranche B” term loans shall not have a final maturity date earlier than the Tranche A Term Maturity Date or Tranche B the maturity date for any then-existing Incremental Term Maturity DateLoans consisting of “tranche B” term loans, as applicable, and (C) any Incremental Term Loan consisting of “tranche A” term loans or “tranche B” term loans shall not have a Weighted Average Life to Maturity that is shorter than the Weighted Average Life to Maturity of the then-remaining Tranche A Term Loans or Tranche B any then-existing Incremental Term LoansLoans consisting of “tranche B” term loans, as applicable. (c) Each notice from the Borrower pursuant to this Section shall set forth the requested amount and proposed terms of the relevant Incremental Extension of Credit. Any additional bank, financial institution, existing Lender or other Person that elects to extend Incremental Extensions of Credit shall be reasonably satisfactory to the Borrower and the Administrative Agent (and, in the case of any Revolving Commitment Increase, each Issuing Bank) (any such bank, financial institution, existing Lender or other Person being called an “Additional Lender”) and, if not already a Lender, shall become a Lender under this Agreement pursuant to an amendment (an “Incremental Facility Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, such Additional Lender and the Administrative Agent. No Lender shall be obligated to provide any Incremental Extension of Credit, Credit unless it so agrees. Commitments in respect of any Incremental Extensions of Credit shall become Commitments (or in the case of any Revolving Commitment Increase to be provided by an existing Revolving Lender, an increase in such Revolving Lender’s Revolving Commitment) under this Agreement upon the effectiveness of the applicable Incremental Facility Amendment. An Incremental Facility Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement or any other Loan Document as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section (including to provide for voting provisions applicable to the Additional Lenders comparable to the provisions of clause (B) of the second proviso of Section 9.02(b)). The effectiveness of any Incremental Facility Amendment shall, unless otherwise agreed to by the Administrative Agent and the Additional Lenders, be subject to the satisfaction on the effective date thereof of each of the conditions set forth in Section 4.02 (it being understood and agreed that all references to a Borrowing in Section 4.02 shall be deemed to refer to the applicable Incremental Facility Amendment). (d) On the date of effectiveness of any Revolving Commitment Increase, (i) the aggregate principal amount of the Revolving Loans outstanding (the “Existing Revolving Borrowings”) immediately prior to the effectiveness of such Revolving Commitment Increase shall be deemed to be repaid, (ii) each Revolving Commitment Increase Lender that shall have had a Revolving Commitment prior to the effectiveness of such Revolving Commitment Increase shall pay to the Administrative Agent in same day funds an amount equal to the amount, if any, by which (A) (1) such Revolving Commitment Increase Lender’s Applicable Percentage (calculated after giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount of the Resulting Revolving Borrowings (as hereinafter defined) exceeds (B) (1) such Revolving Commitment Increase Lender’s Applicable Percentage (calculated without giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount of the Existing Revolving Borrowings, (iii) each Revolving Commitment Increase Lender that shall not have had a Revolving Commitment prior to the effectiveness of such Revolving Commitment Increase shall pay to Administrative Agent in same day funds an amount equal to (1) such Revolving Commitment Increase Lender’s Applicable Percentage (calculated after giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount of the Resulting Revolving Borrowings, (iv) after the Administrative Agent receives the funds specified in clauses (ii) and (iii) above, the Administrative Agent shall pay to each Revolving Lender the portion of such funds that is equal to the amount, if any, by which (A) (1) such Revolving Lender’s Applicable Percentage (calculated without giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount of the Existing Revolving Borrowings, exceeds (B) (1) such Revolving Lender’s Applicable Percentage (calculated after giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount of the Resulting Revolving Borrowings, (v) after the effectiveness of such Revolving Commitment Increase, the Borrower shall be deemed to have made new Revolving Borrowings (the “Resulting Revolving Borrowings”) in an aggregate principal amount equal to the aggregate principal amount of the Existing Revolving Borrowings and of the Types and for the Interest Periods specified in a Borrowing Request delivered to the Administrative Agent in accordance with Section 2.03 (and the Borrower shall deliver such Borrowing Request), (vi) each Revolving Lender shall be deemed to hold its Applicable Percentage of each Resulting Revolving Borrowing (calculated after giving effect to the effectiveness of such Revolving Commitment Increase) and (vii) the Borrower shall pay each Revolving Lender any and all accrued but unpaid interest on its Loans comprising the Existing Revolving Borrowings. The deemed payments of the Existing Revolving Borrowings made pursuant to clause (i) above shall be subject to compensation by the Borrower pursuant to the provisions of Section 2.15 if the date of the effectiveness of such Revolving Commitment Increase occurs other than on the last day of the Interest Period relating thereto. Upon each Revolving Commitment Increase pursuant to this Section, each Revolving Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Revolving Commitment Increase Lender, and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of such Revolving Lender’s participations hereunder in outstanding Letters of Credit such that, after giving effect to such Revolving Commitment Increase and each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding participations hereunder in Letters of Credit held by each Revolving Lender (including each such Revolving Commitment Increase Lender) will equal such Revolving Lender’s Applicable Percentage.

Incremental Extensions of Credit. (a) At any time and from time to time, commencing on the First Restatement Effective Date and ending on the Latest Maturity Date, subject to the terms and conditions set forth herein, the Borrower Borrowers may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (i) to add one or more additional tranches of term loans (the “Incremental Term Loans”), (ii) to add one or more additional tranches of revolving commitments (each, an “Incremental Revolving Commitment”, and the loans made pursuant thereto, the “Incremental Revolving Loans”; the Incremental Revolving Commitments and the Incremental Revolving Loans, together with the Incremental Term Loans, the “Incremental Facilities”) (provided that at no time shall there be more than a total of four Classes of revolving credit commitments outstanding), (iii) solely during the Revolving Availability Period, one or more increases in the aggregate amount of the Revolving Commitments of either Class (each such increase, a “Revolving Commitment Increase” and, together with the Incremental Term LoansFacilities, any Alternative Incremental Facility Debt and the Incremental Revolving Facilities, the “Incremental Extensions of Credit”) or (iiiiv) to incur Alternative Incremental Facility Debt, in an aggregate principal amount not of up to exceed the sum of (x) $125,000,000 200,000,000 plus (y) an additional amount if, immediately after giving effect to the incurrence of such additional amount (but without giving effect to any amount incurred simultaneously under the immediately preceding clause (x)) above) and the application of the proceeds therefrom (and assuming that the full amount of such Incremental Extension Extensions of Credit has been funded on such date and that such Incremental Extension Extensions of Credit is securedare secured on a senior basis), the Total Senior Secured Net Leverage Ratio, recomputed as of the last day of the most recently ended Fiscal Quarter, Ratio is equal to or less than 2.50 2.25 to 1.00 (provided that if the proceeds of the applicable Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition then the calculation under this clause (y) may be satisfied in accordance with the terms of the Borrower’s LCA Election under Section 1.03)1.00; provided that that, at the time of each such request and upon the effectiveness of the applicable each Incremental Facility Amendment, (A) no Default or Event of Default has occurred and is continuing or shall result therefrom (provided that if in the event the proceeds of the applicable any Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition then the any investment permitted hereunder, such condition precedent related to the absence of Default or Event of Default shall be that no Event of Default of the type set forth in this clause (A) may be limited to Defaults described in clauses (aSection 7.01(a), (b), (h) and or (i) of Section 7.01shall have occurred and be continuing), (B) the representations and warranties of the Borrowers and each other Loan Parties Party, as applicable, set forth in the Loan Documents would be true and correct in all material respects (or, in the case of representations and warranties qualified as to materiality, in all respects) on and as of the date of, and immediately after giving effect to, the effectiveness of the applicable Incremental Facility Amendment, except in the case of any such representation and warranty that expressly relates to a prior date, in which case such representation and warranty shall be true and correct in all material respects (or in all respects, as applicable) as of such earlier date (provided that if the proceeds of the applicable Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition, then the condition precedent set forth in this clause (B) may be limited to customary “specified representations and warranties” with respect to the Borrower and the Restricted Subsidiaries and (y) customary specified acquisition agreement representations with respect to the Person to be acquired), (C) after giving effect to the applicable Incremental Extension of Credit and the application of the proceeds therefrom (and assuming that the full amount incurrence of such Incremental Extension of Credit shall have been funded as Loans on such date), the Borrower shall be in compliance on a Pro Forma Basis with the financial covenants set forth in Sections 6.11 and 6.12 recomputed as of the last day of the most recently ended Fiscal Quarter (provided that if in the event the proceeds of the applicable any Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition then the any investment permitted hereunder, such condition precedent set forth in this clause related to the making and accuracy of such representations and warranties may be waived or limited as agreed between the applicable Borrowers and the Lenders providing such Incremental Extension of Credit, without the consent of any other Lenders) and (C) may be satisfied in accordance with the terms of the Borrower’s LCA Election under Section 1.03) and (D) the Borrower Borrowers shall have delivered a certificate of a Responsible Financial Officer to the effect set forth in the immediately preceding clauses (A), ) and (B) and (C)above, together with reasonably detailed calculations demonstrating compliance with the immediately preceding clause (Cy) above (which calculations shall, if made as of the last day of any Fiscal Quarter fiscal quarter of the Borrower for which the Borrower has not delivered to the Administrative Agent the financial statements and certificate of a Responsible Financial Officer required to be delivered by Section 5.01(a) or 5.01(b) and Section 5.01(c), respectively, be accompanied by a reasonably detailed calculation of Consolidated EBITDA for the relevant period). For purposes of demonstrating compliance with clause of the immediately preceding sentence (C), any Revolving Commitment Increase shall be deemed to be fully drawn as of the last day of the most recently ended Fiscal Quarter. In connection with any calculation of the Total Secured Net Leverage Ratio or the Total Net Leverage Ratio for purposes of this Section 2.20(a), the cash proceeds of the applicable Incremental Extension of Credit will not be deducted from Total Indebtedness or Senior Secured Indebtedness, respectively, when making such calculation. Each tranche Class of Incremental Term Loans and Incremental Revolving Commitments, and each Revolving Commitment Increase Increase, shall be in an integral multiple of $10,000,000 5,000,000 and be in an aggregate principal amount that is not less than $50,000,00025,000,000; provided that such amount may be less than $50,000,000 25,000,000 if such amount represents all the remaining availability under the aggregate principal amount of Incremental Extensions of Credit set forth above. (b) The Incremental Term Loans Facilities (i) shall rank pari passu or junior in right of payment in respect of the Collateral and with the Obligations in respect of the Revolving Commitments, the Tranche A Term Loans and the Tranche B Term Loans, (ii) for purposes of mandatory prepayments, shall have terms (when taken as a whole) treated no more favorably than (x) in the case of Incremental Term Loans consisting of “tranche A” term loans, the Tranche A Term Loans and (y) in the case of Incremental Term Loans consisting of “tranche B” term loans, Tranche B Term Loans and (iiiii) other than amortization, pricing or and maturity date, shall have be on terms and subject to conditions as agreed between the applicable Borrowers and the Lenders providing the applicable Incremental Extension of Credit and, to the extent such terms (when taken as a wholeother than with respect to maturity, amortization and pricing) that are applicable prior to inconsistent with those governing the Latest Maturity Date Revolving Commitments (at in the time case of incurrencean Incremental Revolving Commitment) no more restrictive than or the terms Tranche A Term Loans (when taken as a whole) (x) in the case of Incremental Term Loans consisting of “tranche A” term loans, applicable to the Tranche A Term Loans and (y) in the case of Incremental Term Loans consisting of “tranche B” term loansLoans), the Tranche B Term Loans (in each case, as determined by the Borrower in its reasonable business judgment in consultation with the Administrative Agent) unless otherwise consented reasonably satisfactory to by the Administrative Agent; provided that (A) if the Weighted Average Yield relating to any Incremental Tranche A Term Loan consisting of additional “tranche A” term loans or “tranche B” term loans exceeds the Weighted Average Yield relating to the Tranche A Term Loans or (after giving effect to any amendments to the applicable margin on such Class of existing Term Loans prior to the time that such Incremental Tranche B A Term Loans, as applicable, Loans are made) immediately prior to the effectiveness of the applicable Incremental Facility Amendment by more than 0.50%, then the Applicable Rate relating to the Tranche A such Class of existing Term Loans or Tranche B Term Loans, as applicable, shall be adjusted so that the Weighted Average Yield relating to such Incremental Tranche A Term Loans shall not exceed the Weighted Average Yield relating to the such Class of existing Tranche A Term Loans or the Tranche B Term Loans, as applicable, by more than 0.50%; provided, however, that (xB) if the requirements set forth in this clause (A) shall not apply Weighted Average Yield relating to any Incremental Extensions Revolving Loans exceeds the Weighted Average Yield relating to the Revolving Loans (after giving effect to any amendments to the applicable margin of Credit the effective Revolving Loans prior to the time that such Incremental Revolving Commitments in respect of such Incremental Revolving Loans are made) immediately prior to the effectiveness of the applicable Incremental Facility Amendment, then the Applicable Rate relating to the Revolving Loans shall be adjusted so that the Weighted Average Yield relating to such Incremental Revolving Loans shall equal the Weighted Average Yield relating to the Revolving Loans, (C) any Incremental Tranche A Term Loan shall not have (1) a final maturity date earlier than the Tranche A Term Maturity Date or (2) a weighted average life to maturity that is shorter than the remaining weighted average life to maturity of which the then-remaining Tranche A Term Loans, (D) any Incremental Revolving Facility shall not have a maturity date that is more earlier than 12 months the Revolving Maturity Date and shall not require any mandatory commitment reductions and (E) any Incremental Term Loan that would be considered a “Term B” loan under then-existing customary market convention shall not have a final maturity date earlier than one year after the Effective Date and (y) any Tranche A Term Maturity Date. Any increase in the Applicable Rate interest rate spread required pursuant to this clause (A) Section 2.21 resulting from the application of any interest rate “floor” on any Incremental Tranche A Term Loan consisting of “tranche A” term loans Loans or “tranche B” term loans Incremental Revolving Loans will be effected solely through the establishment or increase of an interest rate a “floor” on in respect of the Tranche A Term Loans or Tranche B Term Revolving Loans, as applicable, (B) any Incremental Term Loan consisting of “tranche A” term loans or “tranche B” term loans shall not have a final maturity date earlier than the Tranche A Term Maturity Date or Tranche B Term Maturity Date, as applicable, and (C) any Incremental Term Loan consisting of “tranche A” term loans or “tranche B” term loans shall not have a Weighted Average Life to Maturity that is shorter than the Weighted Average Life to Maturity of the then-remaining Tranche A Term Loans or Tranche B Term Loans, as applicablecase may be. (c) Each notice from the a Borrower pursuant to this Section shall set forth the requested amount and proposed terms of the relevant Incremental Extension of Credit. Any additional bank, financial institution, existing Lender or other Person that elects to extend Incremental Extensions of Credit shall be reasonably satisfactory to the applicable Borrower and the Administrative Agent (and, in the case of any Revolving Commitment Increase, each applicable Issuing BankBank and, in the case of a Revolving Commitment Increase in respect of the Dollar Revolving Commitments, the Swingline Lender) (any such bank, financial institution, existing Lender or other Person being called an “Additional Lender”) and, if not already a Lender, shall become a Lender under this Agreement pursuant to an amendment (an “Incremental Facility Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the BorrowerBorrowers, such Additional Lender and the Administrative Agent and reasonably satisfactory to the Administrative Agent. No Lender shall be obligated to provide any Incremental Extension of Credit, Credit unless it so agrees. Commitments in respect of any Incremental Extensions Extension of Credit shall become Commitments (or in the case of any Revolving Commitment Increase to be provided by an existing Revolving Lender, an increase in such Revolving Lender’s Dollar Revolving Commitment or Multi-Currency Revolving Commitment, as the case may be) under this Agreement upon the effectiveness of the applicable Incremental Facility Amendment. An Incremental Facility Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement or to any other Loan Document as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section (including to provide for voting provisions applicable to the Additional Lenders comparable to the provisions of clause (B) of the second proviso of Section 9.02(b)). The effectiveness of any Incremental Facility Amendment shall, unless otherwise agreed to by the Administrative Agent and the Additional Lenders, be subject to the satisfaction on the effective date thereof of each of the conditions set forth in clauses (a) and (b) of Section 4.02 (it being understood and agreed that all references to a Borrowing in clauses (a) and (b) of Section 4.02 shall be deemed to refer to the applicable Incremental Facility Amendment). (d) On the date of effectiveness of any Revolving Commitment Increase, (i) the aggregate principal amount of the applicable Class of Revolving Loans outstanding (the “Existing Revolving Borrowings”) immediately prior to the effectiveness of such Revolving Commitment Increase shall be deemed to be repaid, (ii) each Revolving Commitment Increase Lender that shall have had a Revolving Commitment of the same Class prior to the effectiveness of such Revolving Commitment Increase shall pay to the Administrative Agent in same day funds an amount equal to the amount, if any, by which (A) (1) such Revolving Commitment Increase Lender’s Dollar Applicable Percentage or Multi-Currency Applicable Percentage, as the case may be (calculated after giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount of the Resulting Revolving Borrowings (as hereinafter defined) exceeds (B) (1) such Revolving Commitment Increase Lender’s Dollar Applicable Percentage or Multi-Currency Applicable Percentage, as the case may be (calculated without giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount of the Existing Revolving Borrowings, (iii) each Revolving Commitment Increase Lender that shall not have had a Revolving Commitment of the applicable Class prior to the effectiveness of such Revolving Commitment Increase shall pay to Administrative Agent in same day funds an amount equal to (1) such Revolving Commitment Increase Lender’s Dollar Applicable Percentage or Multi-Currency Applicable Percentage, as the case may be (calculated after giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount of the Resulting Revolving Borrowings, (iv) after the Administrative Agent receives the funds specified in clauses (ii) and (iii) above, the Administrative Agent shall pay to each Revolving Lender of the Applicable Class the portion of such funds that is equal to the amount, if any, by which (A) (1) such Revolving Lender’s Dollar Applicable Percentage or Multi-Currency Applicable Percentage, as the case may be (calculated without giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount of the Existing Revolving Borrowings, exceeds (B) (1) such Revolving Lender’s Dollar Applicable Percentage or Multi-Currency Applicable Percentage, as the case may be (calculated after giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount of the Resulting Revolving Borrowings, (v) after the effectiveness of such Revolving Commitment Increase, the Borrower Borrowers shall be deemed to have made new Revolving Borrowings (the “Resulting Revolving Borrowings”) in an aggregate principal amount equal to the aggregate principal amount of the Existing Revolving Borrowings and of the Types and for the Interest Periods specified in a Borrowing Request delivered to the Administrative Agent in accordance with Section 2.03 (and the Borrower Borrowers shall deliver such Borrowing Request), (vi) each Revolving Lender of the Applicable Class shall be deemed to hold its Dollar Applicable Percentage or Multi-Currency Applicable Percentage, as the case may be, of each Resulting Revolving Borrowing (calculated after giving effect to the effectiveness of such Revolving Commitment Increase) and (vii) the Borrower Borrowers shall pay each Revolving Lender of the applicable Class any and all accrued but unpaid interest on its Loans comprising the Existing Revolving Borrowings. The deemed payments of the Existing Revolving Borrowings made pursuant to clause (i) above shall be subject to compensation by the Borrower Borrowers pursuant to the provisions of Section 2.15 2.16 if the date of the effectiveness of such Revolving Commitment Increase occurs other than on the last day of the Interest Period relating thereto. Upon each Revolving Commitment Increase pursuant to this Section, each Revolving Lender of the applicable Class immediately prior to such increase will automatically and without further act be deemed to have assigned to each Revolving Commitment Increase Lender, and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of such Revolving Lender’s participations hereunder in outstanding Letters of Credit of the applicable Class and, in the case of a Revolving Commitment Increase Lender that is a Dollar Revolving Lender, Swingline Loans such that, after giving effect to such Revolving Commitment Increase and each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding participations hereunder in Letters of Credit of the applicable Class and, in the case of a Revolving Commitment Increase Lender that is a Dollar Revolving Lender, participations hereunder in Swingline Loans, in each case held by each Revolving Lender of the applicable Class (including each such Revolving Commitment Increase Lender) will equal such Revolving Lender’s Dollar Applicable Percentage or Multi-Currency Applicable Percentage, as the case may be.

Incremental Extensions of Credit. (a) At any time and from time to time, subject to the terms and conditions set forth herein, the Borrower may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (i) to add one or more additional tranches of term loan commitments ("Incremental Term Commitments" and the loans (made thereunder, the “"Incremental Term Loans”), ") or (ii) solely during the Revolving Availability Period, one or more increases in the aggregate principal amount of the Revolving Commitments any Class of Loans (each such increase, a “Revolving Commitment "Term Loan Increase” " and, together with the Incremental Term Loans, the “"Incremental Extensions of Credit”) or (iii) to incur Alternative Incremental Facility Debt"), in an aggregate principal amount not to exceed the sum of (x) $125,000,000 206,000,000, less the aggregate principal amount of Incremental Equivalent Indebtedness incurred pursuant to clause (x) of the definition of "Incremental Equivalent Indebtedness" at or prior to such time, plus (y) [reserved], plus (z) an additional amount if, immediately after giving effect to the incurrence of such additional amount (but without giving effect to any amount incurred simultaneously under the immediately preceding clause (x)) and the application of the proceeds therefrom therefrom, (and assuming 1) in the case of any Term Loan Increase or any Incremental Term Loans that will be secured by the full amount Collateral on a pari passu basis (but without regard to control of such Incremental Extension remedies) with the Obligations in respect of Credit has been funded and that such Incremental Extension of Credit is secured)the Term Loans, the Total Secured First Lien Net Leverage Ratio, recomputed on a pro forma basis as of the last day of the most recently ended Fiscal QuarterQuarter giving effect to the incurrence of such Incremental Extension of Credit, is equal to or less than 2.50 2.00 to 1.00 or (provided 2) in the case of any Incremental Term Loans that if will be secured by the proceeds Collateral on a junior basis to the Obligations in respect of the applicable Term Loans, the Secured Net Leverage Ratio, recomputed on a pro forma basis as of the last day of the most recently ended Fiscal Quarter giving effect to the incurrence of such Incremental Extension of Credit are Credit, is equal to be used or less than 3.00 to finance a Limited Condition Acquisition then the calculation under this clause (y) may be satisfied in accordance with the terms of the Borrower’s LCA Election under Section 1.03)1.00; provided that at the time of each such request and upon the effectiveness of the applicable Incremental Facility Amendment, (A) no Default or Event of Default has occurred and is continuing or shall result therefrom (provided that if the proceeds of the applicable Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition Conditions Transaction, then the condition precedent set forth in this clause (A) may be limited to Defaults described in clauses (a), (b), (hf) and (ig) of Section 7.01), 9.01) and (B) the representations and warranties of the Loan Parties set forth in the Loan Documents would be true and correct in all material respects (or, in the case of representations and warranties qualified as to materiality, in all respects) on and as of the date of, and immediately after giving effect to, the effectiveness of the applicable Incremental Facility Amendment, except in the case of any such representation and warranty that expressly relates to a prior date, in which case such representation and warranty shall be true and correct in all material respects (or in all respects, as applicable) as of such earlier date (provided that if the proceeds of the applicable Incremental Extension of Credit are to be used to finance a Limited Condition AcquisitionConditions Transaction, then the condition precedent set forth in this clause (B) may be limited to (x) customary “specified representations and warranties” warranties with respect to Holdings, the Borrower and the Restricted Subsidiaries and (y) customary specified acquisition agreement representations and warranties with respect to the Person to be acquired); provided, (C) after giving effect to further, that if the applicable Incremental Extension of Credit and the application of the proceeds therefrom (and assuming that the full amount of such Incremental Extension of Credit shall have been funded as Term Loans on such date), the Borrower shall be in compliance on a Pro Forma Basis with the financial covenants set forth in Sections 6.11 and 6.12 recomputed as of the last day of the most recently ended Fiscal Quarter (provided that if the proceeds of the applicable Incremental Extension of Credit are to be used secured by the Collateral on a junior basis to finance a Limited Condition Acquisition then the condition precedent set forth Obligations in this clause (C) may be satisfied in accordance with the terms respect of the Borrower’s LCA Election under Section 1.03) and (D) the Borrower Term Loans, then such Incremental Term Loans shall have delivered a certificate of a Responsible Officer be subject to the effect set forth in the immediately preceding clauses (A), (B) and (C), together with an intercreditor agreement reasonably detailed calculations demonstrating compliance with the immediately preceding clause (C) (which calculations shall, if made as of the last day of any Fiscal Quarter for which the Borrower has not delivered satisfactory to the Administrative Agent the financial statements and certificate of a Responsible Officer required to be delivered by Section 5.01(a) or 5.01(b) and Section 5.01(c), respectively, be accompanied by a reasonably detailed calculation of Consolidated EBITDA for the relevant period). For purposes of demonstrating compliance with clause of the immediately preceding sentence (C), any Revolving Commitment Increase shall be deemed to be fully drawn as of the last day of the most recently ended Fiscal QuarterAgent. In connection with any calculation of the Total Secured First Lien Net Leverage Ratio or the Total Secured Net Leverage Ratio for purposes of this Section 2.20(a2.13(a), the cash proceeds of the applicable Incremental Extension of Credit will not be deducted from Total Indebtedness or Senior Secured Indebtedness, respectively, when making such calculation. Each tranche of Incremental Term Loans and each Revolving Commitment Increase Extensions of Credit shall be in an integral multiple of $10,000,000 1,000,000 and be in an aggregate principal amount that is not less than $50,000,0005,000,000; provided that such amount may be less than $50,000,000 5,000,000 if such amount represents all the remaining availability under the aggregate principal amount of Incremental Extensions of Credit set forth above. (b) The Incremental Term Loans (i) shall rank pari passu or junior in right of payment in respect of the Collateral and with the Obligations in respect of the Revolving Commitments, the Tranche A Term Loans and the Tranche B Term Loans, (ii) for purposes of mandatory prepayments, shall have terms be treated substantially the same as (when taken as a whole) treated and in any event no more favorably than (xthan) in the case of Incremental Term Loans consisting of “tranche A” term loans, the Tranche A Term Loans and (y) in the case of Incremental Term Loans consisting of “tranche B” term loans, Tranche B Term Loans and (iii) except as provided in the immediately preceding clauses (i) and (ii) and other than amortization, pricing pricing, maturity date or maturity dateprepayment premiums, shall have the same terms (when taken as a whole) that are applicable prior to the Latest Maturity Date (at the time of incurrence) no more restrictive than the terms (when taken as a whole) (x) in the case of Incremental Term Loans consisting of “tranche A” term loans, applicable to the Tranche A Term Loans and (y) in the case of Incremental Term Loans consisting of “tranche B” term loans, the Tranche B Term Loans (in each case, as determined by the Borrower in its reasonable business judgment in consultation with the Administrative Agent) unless otherwise consented to by the Administrative AgentLoans; provided that (A) if the Weighted Average All-In Yield relating to any Incremental Term Loan consisting of additional “tranche A” term loans or “tranche B” term loans exceeds the Weighted Average All-In Yield relating to the Tranche A Term Loans or the Tranche B Term Loans, as applicable, immediately prior to the effectiveness of the applicable Incremental Facility Amendment by more than 0.50%, then the Applicable Rate Margin relating to the Tranche A Term Loans or Tranche B Term Loans, as applicable, shall be adjusted so that the Weighted Average All-In Yield relating to such Incremental Term Loans shall not exceed the Weighted Average All-In Yield relating to the Tranche A Term Loans or the Tranche B Term Loans, as applicable, by more than 0.50%; provided, however, that (x) the requirements set forth in this clause (A) shall not apply to any Incremental Extensions of Credit Term Loans the effective date of which is more than 12 six months after the Effective Closing Date and (y) any increase in the Applicable Rate Margin required pursuant to this clause (A) resulting from the application of any interest rate “"floor” ”" on any Incremental Term Loan consisting of “tranche A” term loans or “tranche B” term loans will be effected solely through the establishment or increase of an interest rate “"floor” ”" on the Tranche A Term Loans or Tranche B Term Loans, as applicable, (B) any Incremental Term Loan consisting of “tranche A” term loans or “tranche B” term loans shall not have a final maturity date earlier than the Tranche A Term Final Maturity Date or Tranche B for the Term Maturity Date, as applicable, Loans and (C) any Incremental Term Loan consisting of “tranche A” term loans or “tranche B” term loans shall not have a Weighted Average Life to Maturity that is shorter than the Weighted Average Life to Maturity of the then-then- remaining Tranche A Term Loans. Any term loans incurred by the Borrower pursuant to a Term Loan Increase shall have the same terms as the Term Loans. Any Incremental Term Commitments established pursuant to an Incremental Facility Amendment that have identical terms and conditions, and any Incremental Term Loans made thereunder, shall be designated as a separate series of Incremental Term Commitments and Incremental Term Loans for all purposes of this Agreement. For the avoidance of doubt, there shall be no borrowers or Tranche B guarantors in respect of any Incremental Term LoansLoans other than the Borrower and the Guarantors, as applicableand the Incremental Term Loans shall not be secured by any assets that do not constitute Collateral. (c) Each notice from the Borrower pursuant to this Section shall set forth the requested amount and proposed terms of the relevant Incremental Extension of Credit. Any additional bank, financial institution, existing Lender or other Person that elects to extend Incremental Extensions of Credit shall be reasonably satisfactory to the Borrower and the Administrative Agent (and, in the case of any Revolving Commitment Increase, each Issuing Bank) (any such bank, financial institution, existing Lender or other Person being called an “"Additional Lender”") and, if not already a Lender (any such bank, financial institution or other Person being called an “"Incremental Lender”"), shall become a Lender under this Agreement pursuant to an amendment (an “"Incremental Facility Amendment”") to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, such Additional Lender and the Administrative Agent. No Lender shall be obligated to provide any Incremental Extension of Credit, unless it so agrees. Commitments in respect of any Incremental Extensions of Credit shall become Commitments (or in the case of any Revolving Commitment Increase to be provided by an existing Revolving Lender, an increase in such Revolving Lender’s Revolving Commitment) under this Agreement upon the effectiveness of the applicable Incremental Facility Amendment. An Incremental Facility Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement or any other Loan Document as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section (including to provide for voting provisions applicable to the Additional Lenders comparable to the provisions of clause (B) of the second proviso of Section 9.02(b)). The effectiveness of any Incremental Facility Amendment shall, unless otherwise agreed to by the Administrative Agent and the Additional Lenders, be subject to the satisfaction on the effective date thereof of each of the conditions set forth in Section 4.02 (it being understood and agreed that all references to a Borrowing in Section 4.02 shall be deemed to refer to the applicable Incremental Facility Amendment)Section. (d) On the date of effectiveness of any Revolving Commitment Increase, (i) the aggregate principal amount of the Revolving Loans outstanding (the “Existing Revolving Borrowings”) immediately prior to the effectiveness of such Revolving Commitment Increase shall be deemed to be repaid, (ii) each Revolving Commitment Increase Lender that shall have had a Revolving Commitment prior to the effectiveness of such Revolving Commitment Increase shall pay to the Administrative Agent in same day funds an amount equal to the amount, if any, by which (A) (1) such Revolving Commitment Increase Lender’s Applicable Percentage (calculated after giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount of the Resulting Revolving Borrowings (as hereinafter defined) exceeds (B) (1) such Revolving Commitment Increase Lender’s Applicable Percentage (calculated without giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount of the Existing Revolving Borrowings, (iii) each Revolving Commitment Increase Lender that shall not have had a Revolving Commitment prior to the effectiveness of such Revolving Commitment Increase shall pay to Administrative Agent in same day funds an amount equal to (1) such Revolving Commitment Increase Lender’s Applicable Percentage (calculated after giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount of the Resulting Revolving Borrowings, (iv) after the Administrative Agent receives the funds specified in clauses (ii) and (iii) above, the Administrative Agent shall pay to each Revolving Lender the portion of such funds that is equal to the amount, if any, by which (A) (1) such Revolving Lender’s Applicable Percentage (calculated without giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount of the Existing Revolving Borrowings, exceeds (B) (1) such Revolving Lender’s Applicable Percentage (calculated after giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount of the Resulting Revolving Borrowings, (v) after the effectiveness of such Revolving Commitment Increase, the Borrower shall be deemed to have made new Revolving Borrowings (the “Resulting Revolving Borrowings”) in an aggregate principal amount equal to the aggregate principal amount of the Existing Revolving Borrowings and of the Types and for the Interest Periods specified in a Borrowing Request delivered to the Administrative Agent in accordance with Section 2.03 (and the Borrower shall deliver such Borrowing Request), (vi) each Revolving Lender shall be deemed to hold its Applicable Percentage of each Resulting Revolving Borrowing (calculated after giving effect to the effectiveness of such Revolving Commitment Increase) and (vii) the Borrower shall pay each Revolving Lender any and all accrued but unpaid interest on its Loans comprising the Existing Revolving Borrowings. The deemed payments of the Existing Revolving Borrowings made pursuant to clause (i) above shall be subject to compensation by the Borrower pursuant to the provisions of Section 2.15 if the date of the effectiveness of such Revolving Commitment Increase occurs other than on the last day of the Interest Period relating thereto. Upon each Revolving Commitment Increase pursuant to this Section, each Revolving Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Revolving Commitment Increase Lender, and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of such Revolving Lender’s participations hereunder in outstanding Letters of Credit such that, after giving effect to such Revolving Commitment Increase and each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding participations hereunder in Letters of Credit held by each Revolving Lender (including each such Revolving Commitment Increase Lender) will equal such Revolving Lender’s Applicable Percentage.

Incremental Extensions of Credit. (a) At any time and from time to timeduring the 2018 Extended Revolving Availability Period, subject to the terms and conditions set forth herein, the Borrower maymay at any time and from time to time, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (i) to add one or more additional tranches of term loans (the “Incremental Term Loans”)) or additional Revolving Commitments, (ii) solely during the 2018 Extended Revolving Availability Period, one Commitments or more increases in the aggregate amount of the Extended Revolving Commitments (each such increase, a the “Revolving Commitment IncreaseIncremental Revolver Commitments” and, and together with the Incremental Term Loans, the “Incremental Extensions of Credit”) or (iii) to incur Alternative Incremental Facility Debt, in an minimum principal amounts of $25,000,000; provided that such amount may be less than $25,000,000 if such amount represents all the remaining availability under the aggregate principal amount not to exceed the sum of set forth below; provided, further, that (x) $125,000,000 plus (y) an additional amount if, immediately prior to and after giving effect to the incurrence of such additional amount any Additional Credit Extension Amendment (but without giving effect to any amount incurred simultaneously under the immediately preceding clause (x)) and the application of the proceeds therefrom (and assuming that the full amount of such Incremental Extension of Credit has been funded and that such Incremental Extension of Credit is securedas defined below), the Total Secured Net Leverage Ratio, recomputed as of the last day of the most recently ended Fiscal Quarter, is equal to or less than 2.50 to 1.00 (provided that if the proceeds of the applicable Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition then the calculation under this clause (y) may be satisfied in accordance with the terms of the Borrower’s LCA Election under Section 1.03); provided that at the time of each such request and upon the effectiveness of the applicable Incremental Facility Amendment, (A) no Default has occurred and or is continuing or shall result therefrom (provided that if the proceeds of the applicable Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition then the condition precedent set forth in this clause (A) may be limited to Defaults described in clauses (a)therefrom, (b), (h) and (i) of Section 7.01), (B) the representations and warranties of the Loan Parties set forth in the Loan Documents would be true and correct in all material respects (or, in the case of representations and warranties qualified as to materiality, in all respects) on and as of the date of, and immediately after giving effect to, the effectiveness of the applicable Incremental Facility Amendment, except in the case of any such representation and warranty that expressly relates to a prior date, in which case such representation and warranty shall be true and correct in all material respects (or in all respects, as applicable) as of such earlier date (provided that if the proceeds of the applicable Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition, then the condition precedent set forth in this clause (B) may be limited to customary “specified representations and warranties” with respect to the Borrower and the Restricted Subsidiaries and (y) customary specified acquisition agreement representations with respect to the Person to be acquired), (C) after giving effect to the applicable Incremental Extension of Credit and the application of the proceeds therefrom (and assuming that the full amount of such Incremental Extension of Credit shall have been funded as Loans on such date), the Borrower shall be in compliance on a Pro Forma Basis with the financial covenants set forth in Sections 6.11 and 6.12 Financial Performance Covenant recomputed as of the last day of the most recently ended Fiscal Quarter (provided that if the proceeds fiscal quarter of the applicable Borrower for which financial statements are available and (z) other than with respect to the incurrence of Series B Tranche B Term Loans incurred prior to the Series B Deadline, on a Pro Forma Basis after giving effect to any such Incremental Extension of Credit are the Secured Leverage Ratio of Borrower would be less than or equal to be used 3.50 to finance a Limited Condition Acquisition then the condition precedent set forth in this clause (C) may be satisfied in accordance with the terms of the Borrower’s LCA Election under Section 1.03) and (D) the Borrower shall have delivered a certificate of a Responsible Officer to the effect set forth in the immediately preceding clauses (A), (B) and (C), together with reasonably detailed calculations demonstrating compliance with the immediately preceding clause (C) (which calculations shall, if made as of the last day of any Fiscal Quarter for which the Borrower has not delivered to the Administrative Agent the financial statements and certificate of a Responsible Officer required to be delivered by Section 5.01(a) or 5.01(b) and Section 5.01(c), respectively, be accompanied by a reasonably detailed calculation of Consolidated EBITDA for the relevant period). For purposes of demonstrating compliance with clause of the immediately preceding sentence (C), any Revolving Commitment Increase shall be deemed to be fully drawn 1.00 as of the last day of the most recently ended Fiscal Quarter. In connection with any calculation recent fiscal quarter of the Total Secured Net Leverage Ratio Borrower for which financial statements have been delivered pursuant to Section 5.01(a) or the Total Net Leverage Ratio for purposes (b). The Incremental Extensions of this Section 2.20(a), the cash proceeds of the applicable Incremental Extension of Credit will not be deducted from Total Indebtedness or Senior Secured Indebtedness, respectively, when making such calculation. Each tranche of Incremental Term Loans and each Revolving Commitment Increase Credit: (a) (a) shall be in an integral multiple of $10,000,000 and be in an aggregate principal amount that is not less than exceeding $50,000,000; provided that such amount may be less than $50,000,000 if such amount represents all 500,000,000 (exclusive of (x) any Refinancing Term Loans), and (y) Series B Tranche B Term Loans incurred prior to the remaining availability under the aggregate principal amount of Incremental Extensions of Credit set forth above.Series B Deadline) (b) The Incremental Term Loans (ib) shall rank pari passu or junior in right of payment and right of security in respect of the Collateral and with the Obligations in respect of the Revolving Commitments, the Tranche A Term Loans and the Tranche B Term Loans, and (iic) for purposes of mandatory prepayments(c) (i) that are Incremental Term Loans, shall have the same terms (when taken as a whole) treated no more favorably than (x) in the case of Incremental Term Loans consisting of “tranche A” term loans, the Tranche A Term Loans and (y) in the case of Incremental Term Loans consisting of “tranche B” term loans, Tranche B Term Loans and (iii) other than amortization, pricing or maturity date, shall have terms (when taken as a whole) that are applicable prior to the Latest Maturity Date (at the time of incurrence) no more restrictive than the terms (when taken as a whole) (x) in the case of Incremental Term Loans consisting of “tranche A” term loans, applicable to the Tranche A Term Loans and (y) in the case of Incremental Term Loans consisting of “tranche B” term loans, the Tranche B Term Loans existing immediately prior to the effectiveness of such Additional Credit Extension Amendment (in each casethe “Existing Term Loans”) and (ii) that are Incremental Revolver Commitments shall have the same terms as the Revolving Commitments, as determined by 2018 Extended Revolving Commitments or Extended Revolving Commitments existing immediately prior to the Borrower in its reasonable business judgment in consultation with the Administrative Agent) unless otherwise consented to by the Administrative Agenteffectiveness of such Additional Credit Extension Amendment; provided that (Ai) if the Weighted Average Yield relating to any Incremental Term Loan consisting of additional “tranche A” term loans or “tranche B” term loans Loans (other than Refinancing Term Loans) exceeds the Weighted Average Yield relating to the Tranche A Term Loans or the Tranche B Term Loans, as applicable, immediately prior to the effectiveness of the applicable Incremental Facility Amendment by more than 0.50%, then the Applicable Rate relating to the Tranche A B Term Loans or shall be increased to the extent necessary so that the Yield of the Tranche B Term Loans, as applicable, shall be adjusted so that Loans is equal to the Weighted Average Yield relating to of such Incremental Term Loans shall not exceed the Weighted Average Yield relating minus 0.50%, (ii) other than with respect to the Tranche A Term Loans or the Series B Tranche B Term LoansLoans incurred prior to the Series B Deadline, as applicable, by more than 0.50%; provided, however, that (x) the requirements set forth in this clause (A) shall not apply to any Incremental Extensions of Credit the effective date of which is more than 12 months after the Effective Date and (y) any increase in the Applicable Rate required pursuant to this clause (A) resulting from the application of any interest rate “floor” on any Incremental Term Loan consisting of “tranche A” term loans or “tranche B” term loans will be effected solely through the establishment or increase of an interest rate “floor” on the Tranche A Term Loans or Tranche B Term Loans, as applicable, (B) any Incremental Term Loan consisting of “tranche A” term loans or “tranche B” term loans shall not have a final maturity date earlier than the Tranche A Term B Maturity Date or Date, (iii) other than with respect to Series B Tranche B Term Maturity DateLoans incurred prior to the Series B Deadline, as applicable, and (C) any the Incremental Term Loan consisting of “tranche A” term loans or “tranche B” term loans Loans shall not have a Weighted Average Life weighted average life to Maturity maturity that is shorter than the Weighted Average Life to Maturity that of the then-remaining Tranche A Term Loans or weighted average life of the Tranche B Term Loans, and (iv) the Incremental Revolving Commitments shall not require any mandatory commitment reductions, mandatory prepayments or scheduled payments other than those applicable to the Revolving Loans and Revolving Commitments. The Borrower shall by written notice offer each Lender providing Existing Extensions of Credit (an “Existing Lender”) the opportunity for no less than tenthree (103) Business Days after delivery of the notice to commit to provide its pro rata portion (based on the amount of its outstanding Tranche B Term Loans or outstanding Revolving Loans or 2018 Extended Revolving Loans and unused Revolving Commitments or 2018 Extended Revolving Commitments, as applicable. (c, on the date of such notice) Each notice from the Borrower pursuant to this Section shall set forth the of any requested amount and proposed terms of the relevant Incremental Extension of Credit, provided that no Existing Lender shall be obligated to provide any Incremental Extension of Credit unless it so agrees. Any additional bank, financial institution, existing Existing Lender or other Person that elects to extend Incremental Extensions of Credit shall be reasonably satisfactory to the Borrower and the Administrative Agent (and, in the case of any Incremental Extensions of Credit in the form of Incremental Revolving Commitment IncreaseCommitments, each the Issuing Bank) Bank (any such bank, financial institution, existing Existing Lender or other Person being called an “Additional Lender”) and, if not already a Lender, and shall become a Lender under this Agreement pursuant to an amendment (an “Incremental Facility Amendment”) Additional Credit Extension Amendment giving effect to the modifications permitted by this Agreement Section 2.20 and, as appropriate, the other Loan Documents, Documents and executed by the Borrower, such each Additional Lender and the Administrative Agent. No Lender shall be obligated to provide any Incremental Extension of Credit, unless it so agrees. Commitments in respect of any Incremental Extensions of Credit shall become be Commitments (or in the case of any Revolving Commitment Increase to be provided by an existing Revolving Lender, an increase in such Revolving Lender’s Revolving Commitment) under this Agreement upon the effectiveness of the applicable Incremental Facility AmendmentAgreement. An Incremental Facility Additional Credit Extension Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement or any and the other Loan Document Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.20 (including to provide for voting provisions applicable to the Additional Lenders comparable to the provisions of clause (B) of the second proviso of Section 9.02(b)). The effectiveness of any Incremental Facility Additional Credit Extension Amendment shall, unless otherwise agreed to by the Administrative Agent and the Additional Lenders, shall be subject to the satisfaction on the effective date thereof (each, an “Incremental Facility Closing Date”) of each of the conditions set forth in Section 4.02 (it being understood and agreed that all references to a Borrowing “the date of such Borrowing” in such Section 4.02 shall be deemed to refer to the applicable Incremental Facility AmendmentClosing Date). (d) On the date of effectiveness of any Revolving Commitment Increase, (i) the aggregate principal amount . The proceeds of the Revolving Loans outstanding Incremental Extensions of Credit shall be used for working capital and general corporate purposes (the “Existing Revolving Borrowings”) immediately prior including Permitted Acquisitions). The provisions of this Section 2.20 shall override any provision of Section 9.02 to the effectiveness of such Revolving Commitment Increase shall be deemed to be repaid, (ii) each Revolving Commitment Increase Lender that shall have had a Revolving Commitment prior to the effectiveness of such Revolving Commitment Increase shall pay to the Administrative Agent in same day funds an amount equal to the amount, if any, by which (A) (1) such Revolving Commitment Increase Lender’s Applicable Percentage (calculated after giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount of the Resulting Revolving Borrowings (as hereinafter defined) exceeds (B) (1) such Revolving Commitment Increase Lender’s Applicable Percentage (calculated without giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount of the Existing Revolving Borrowings, (iii) each Revolving Commitment Increase Lender that shall not have had a Revolving Commitment prior to the effectiveness of such Revolving Commitment Increase shall pay to Administrative Agent in same day funds an amount equal to (1) such Revolving Commitment Increase Lender’s Applicable Percentage (calculated after giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount of the Resulting Revolving Borrowings, (iv) after the Administrative Agent receives the funds specified in clauses (ii) and (iii) above, the Administrative Agent shall pay to each Revolving Lender the portion of such funds that is equal to the amount, if any, by which (A) (1) such Revolving Lender’s Applicable Percentage (calculated without giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount of the Existing Revolving Borrowings, exceeds (B) (1) such Revolving Lender’s Applicable Percentage (calculated after giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount of the Resulting Revolving Borrowings, (v) after the effectiveness of such Revolving Commitment Increase, the Borrower shall be deemed to have made new Revolving Borrowings (the “Resulting Revolving Borrowings”) in an aggregate principal amount equal to the aggregate principal amount of the Existing Revolving Borrowings and of the Types and for the Interest Periods specified in a Borrowing Request delivered to the Administrative Agent in accordance with Section 2.03 (and the Borrower shall deliver such Borrowing Request), (vi) each Revolving Lender shall be deemed to hold its Applicable Percentage of each Resulting Revolving Borrowing (calculated after giving effect to the effectiveness of such Revolving Commitment Increase) and (vii) the Borrower shall pay each Revolving Lender any and all accrued but unpaid interest on its Loans comprising the Existing Revolving Borrowings. The deemed payments of the Existing Revolving Borrowings made pursuant to clause (i) above shall be subject to compensation by the Borrower pursuant to the provisions of Section 2.15 if the date of the effectiveness of such Revolving Commitment Increase occurs other than on the last day of the Interest Period relating thereto. Upon each Revolving Commitment Increase pursuant to this Section, each Revolving Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Revolving Commitment Increase Lender, and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of such Revolving Lender’s participations hereunder in outstanding Letters of Credit such that, after giving effect to such Revolving Commitment Increase and each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding participations hereunder in Letters of Credit held by each Revolving Lender (including each such Revolving Commitment Increase Lender) will equal such Revolving Lender’s Applicable Percentagecontrary.

Incremental Extensions of Credit. (a) At any time and from time to timeduring the 2018 Extended Revolving Availability Period, subject to the terms and conditions set forth herein, the Borrower maymay at any time and from time to time, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (i) to add one or more additional tranches of term loans (the “Incremental Term Loans”)) or additional Revolving Commitments, (ii) solely during the 2018 Extended Revolving Availability Period, one Commitments or more increases in the aggregate amount of the Extended Revolving Commitments (each such increase, a the “Revolving Commitment IncreaseIncremental Revolver Commitments” and, and together with the Incremental Term Loans, the “Incremental Extensions of Credit”) or (iii) to incur Alternative Incremental Facility Debt, in an minimum principal amounts of $25,000,000; provided that such amount may be less than $25,000,000 if such amount represents all the remaining availability under the aggregate principal amount not to exceed the sum of set forth below; provided, further, that (x) $125,000,000 plus (y) an additional amount if, immediately prior to and after giving effect to the incurrence of such additional amount any Additional Credit Extension Amendment (but without giving effect to any amount incurred simultaneously under the immediately preceding clause (x)) and the application of the proceeds therefrom (and assuming that the full amount of such Incremental Extension of Credit has been funded and that such Incremental Extension of Credit is securedas defined below), the Total Secured Net Leverage Ratio, recomputed as of the last day of the most recently ended Fiscal Quarter, is equal to or less than 2.50 to 1.00 (provided that if the proceeds of the applicable Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition then the calculation under this clause (y) may be satisfied in accordance with the terms of the Borrower’s LCA Election under Section 1.03); provided that at the time of each such request and upon the effectiveness of the applicable Incremental Facility Amendment, (A) no Default has occurred and or is continuing or shall result therefrom (provided that if the proceeds of the applicable Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition then the condition precedent set forth in this clause (A) may be limited to Defaults described in clauses (a)therefrom, (b), (h) and (i) of Section 7.01), (B) the representations and warranties of the Loan Parties set forth in the Loan Documents would be true and correct in all material respects (or, in the case of representations and warranties qualified as to materiality, in all respects) on and as of the date of, and immediately after giving effect to, the effectiveness of the applicable Incremental Facility Amendment, except in the case of any such representation and warranty that expressly relates to a prior date, in which case such representation and warranty shall be true and correct in all material respects (or in all respects, as applicable) as of such earlier date (provided that if the proceeds of the applicable Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition, then the condition precedent set forth in this clause (B) may be limited to customary “specified representations and warranties” with respect to the Borrower and the Restricted Subsidiaries and (y) customary specified acquisition agreement representations with respect to the Person to be acquired), (C) after giving effect to the applicable Incremental Extension of Credit and the application of the proceeds therefrom (and assuming that the full amount of such Incremental Extension of Credit shall have been funded as Loans on such date), the Borrower shall be in compliance on a Pro Forma Basis with the financial covenants set forth in Sections 6.11 and 6.12 Financial Performance Covenant recomputed as of the last day of the most recently ended Fiscal Quarter (provided that if the proceeds fiscal quarter of the applicable Borrower for which financial statements are available and (z) other than with respect to the incurrence of Series B Tranche B Term Loans incurred prior to the Series B Deadline, on a Pro Forma Basis after giving effect to any such Incremental Extension of Credit are the Secured Leverage Ratio of Borrower would be less than or equal to be used 3.50 to finance a Limited Condition Acquisition then the condition precedent set forth in this clause (C) may be satisfied in accordance with the terms of the Borrower’s LCA Election under Section 1.03) and (D) the Borrower shall have delivered a certificate of a Responsible Officer to the effect set forth in the immediately preceding clauses (A), (B) and (C), together with reasonably detailed calculations demonstrating compliance with the immediately preceding clause (C) (which calculations shall, if made as of the last day of any Fiscal Quarter for which the Borrower has not delivered to the Administrative Agent the financial statements and certificate of a Responsible Officer required to be delivered by Section 5.01(a) or 5.01(b) and Section 5.01(c), respectively, be accompanied by a reasonably detailed calculation of Consolidated EBITDA for the relevant period). For purposes of demonstrating compliance with clause of the immediately preceding sentence (C), any Revolving Commitment Increase shall be deemed to be fully drawn 1.00 as of the last day of the most recently ended Fiscal Quarter. In connection with any calculation recent fiscal quarter of the Total Secured Net Leverage Ratio Borrower for which financial statements have been delivered pursuant to Section 5.01(a) or the Total Net Leverage Ratio for purposes (b). The Incremental Extensions of this Section 2.20(a), the cash proceeds of the applicable Incremental Extension of Credit will not be deducted from Total Indebtedness or Senior Secured Indebtedness, respectively, when making such calculation. Each tranche of Incremental Term Loans and each Revolving Commitment Increase Credit: (a) shall be in an integral multiple of $10,000,000 and be in an aggregate principal amount that is not less than exceeding $50,000,000; provided that such amount may be less than $50,000,000 if such amount represents all the remaining availability under the aggregate principal amount 500,000,000 (exclusive of Incremental Extensions of Credit set forth above. (b) The Incremental Term Loans (i) shall rank pari passu or junior in right of payment in respect of the Collateral and with the Obligations in respect of the Revolving Commitments, the Tranche A Term Loans and the Tranche B Term Loans, (ii) for purposes of mandatory prepayments, shall have terms (when taken as a whole) treated no more favorably than (x) in the case of Incremental Term Loans consisting of “tranche A” term loans, the Tranche A any Refinancing Term Loans and (y) in the case of Incremental Term Loans consisting of “tranche B” term loans, Series B Tranche B Term Loans incurred prior to the Series B Deadline) (b) shall rank pari passu in right of payment and right of security in respect of the Collateral with the Revolving Loans and Tranche B Term Loans, and (iiic) (i) that are Incremental Term Loans, shall have the same terms other than amortization, pricing or maturity date, shall have terms (when taken as a whole) that are applicable prior to the Latest Maturity Date (at the time of incurrence) no more restrictive than the terms (when taken as a whole) (x) in the case of Incremental Term Loans consisting of “tranche A” term loans, applicable to the Tranche A Term Loans and (y) in the case of Incremental Term Loans consisting of “tranche B” term loans, the Tranche B Term Loans existing immediately prior to the effectiveness of such Additional Credit Extension Amendment (in each casethe “Existing Term Loans”) and (ii) that are Incremental Revolver Commitments shall have the same terms as the Revolving Commitments, as determined by 2018 Extended Revolving Commitments or Extended Revolving Commitments existing immediately prior to the Borrower in its reasonable business judgment in consultation with the Administrative Agent) unless otherwise consented to by the Administrative Agenteffectiveness of such Additional Credit Extension Amendment; provided that (Ai) if the Weighted Average Yield relating to any Incremental Term Loan consisting of additional “tranche A” term loans or “tranche B” term loans Loans (other than Refinancing Term Loans) exceeds the Weighted Average Yield relating to the Tranche A Term Loans or the Tranche B Term Loans, as applicable, immediately prior to the effectiveness of the applicable Incremental Facility Amendment by more than 0.50%, then the Applicable Rate relating to the Tranche A B Term Loans or shall be increased to the extent necessary so that the Yield of the Tranche B Term Loans, as applicable, shall be adjusted so that Loans is equal to the Weighted Average Yield relating to of such Incremental Term Loans shall not exceed the Weighted Average Yield relating minus 0.50%, (ii) other than with respect to the Tranche A Term Loans or the Series B Tranche B Term LoansLoans incurred prior to the Series B Deadline, as applicable, by more than 0.50%; provided, however, that (x) the requirements set forth in this clause (A) shall not apply to any Incremental Extensions of Credit the effective date of which is more than 12 months after the Effective Date and (y) any increase in the Applicable Rate required pursuant to this clause (A) resulting from the application of any interest rate “floor” on any Incremental Term Loan consisting of “tranche A” term loans or “tranche B” term loans will be effected solely through the establishment or increase of an interest rate “floor” on the Tranche A Term Loans or Tranche B Term Loans, as applicable, (B) any Incremental Term Loan consisting of “tranche A” term loans or “tranche B” term loans shall not have a final maturity date earlier than the Tranche A Term B Maturity Date or Date, (iii) other than with respect to Series B Tranche B Term Maturity DateLoans incurred prior to the Series B Deadline, as applicable, and (C) any the Incremental Term Loan consisting of “tranche A” term loans or “tranche B” term loans Loans shall not have a Weighted Average Life weighted average life to Maturity maturity that is shorter than the Weighted Average Life to Maturity that of the then-remaining Tranche A Term Loans or weighted average life of the Tranche B Term Loans, and (iv) the Incremental Revolving Commitments shall not require any mandatory commitment reductions, mandatory prepayments or scheduled payments other than those applicable to the Revolving Loans and Revolving Commitments. The Borrower shall by written notice offer each Lender providing Existing Extensions of Credit (an “Existing Lender”) the opportunity for no less than three (3) Business Days after delivery of the notice to commit to provide its pro rata portion (based on the amount of its outstanding Tranche B Term Loans or outstanding Revolving Loans or 2018 Extended Revolving Loans and unused Revolving Commitments or 2018 Extended Revolving Commitments, as applicable. (c, on the date of such notice) Each notice from the Borrower pursuant to this Section shall set forth the of any requested amount and proposed terms of the relevant Incremental Extension of Credit, provided that no Existing Lender shall be obligated to provide any Incremental Extension of Credit unless it so agrees. Any additional bank, financial institution, existing Existing Lender or other Person that elects to extend Incremental Extensions of Credit shall be reasonably satisfactory to the Borrower and the Administrative Agent (and, in the case of any Incremental Extensions of Credit in the form of Incremental Revolving Commitment IncreaseCommitments, each the Issuing Bank) Bank (any such bank, financial institution, existing Existing Lender or other Person being called an “Additional Lender”) and, if not already a Lender, and shall become a Lender under this Agreement pursuant to an amendment (an “Incremental Facility Amendment”) Additional Credit Extension Amendment giving effect to the modifications permitted by this Agreement Section 2.20 and, as appropriate, the other Loan Documents, Documents and executed by the Borrower, such each Additional Lender and the Administrative Agent. No Lender shall be obligated to provide any Incremental Extension of Credit, unless it so agrees. Commitments in respect of any Incremental Extensions of Credit shall become be Commitments (or in the case of any Revolving Commitment Increase to be provided by an existing Revolving Lender, an increase in such Revolving Lender’s Revolving Commitment) under this Agreement upon the effectiveness of the applicable Incremental Facility AmendmentAgreement. An Incremental Facility Additional Credit Extension Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement or any and the other Loan Document Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.20 (including to provide for voting provisions applicable to the Additional Lenders comparable to the provisions of clause (B) of the second proviso of Section 9.02(b)). The effectiveness of any Incremental Facility Additional Credit Extension Amendment shall, unless otherwise agreed to by the Administrative Agent and the Additional Lenders, shall be subject to the satisfaction on the effective date thereof (each, an “Incremental Facility Closing Date”) of each of the conditions set forth in Section 4.02 (it being understood and agreed that all references to a Borrowing “the date of such Borrowing” in such Section 4.02 shall be deemed to refer to the applicable Incremental Facility AmendmentClosing Date). (d) On the date of effectiveness of any Revolving Commitment Increase, (i) the aggregate principal amount . The proceeds of the Revolving Loans outstanding Incremental Extensions of Credit shall be used for working capital and general corporate purposes (the “Existing Revolving Borrowings”) immediately prior including Permitted Acquisitions). The provisions of this Section 2.20 shall override any provision of Section 9.02 to the effectiveness of such Revolving Commitment Increase shall be deemed to be repaid, (ii) each Revolving Commitment Increase Lender that shall have had a Revolving Commitment prior to the effectiveness of such Revolving Commitment Increase shall pay to the Administrative Agent in same day funds an amount equal to the amount, if any, by which (A) (1) such Revolving Commitment Increase Lender’s Applicable Percentage (calculated after giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount of the Resulting Revolving Borrowings (as hereinafter defined) exceeds (B) (1) such Revolving Commitment Increase Lender’s Applicable Percentage (calculated without giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount of the Existing Revolving Borrowings, (iii) each Revolving Commitment Increase Lender that shall not have had a Revolving Commitment prior to the effectiveness of such Revolving Commitment Increase shall pay to Administrative Agent in same day funds an amount equal to (1) such Revolving Commitment Increase Lender’s Applicable Percentage (calculated after giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount of the Resulting Revolving Borrowings, (iv) after the Administrative Agent receives the funds specified in clauses (ii) and (iii) above, the Administrative Agent shall pay to each Revolving Lender the portion of such funds that is equal to the amount, if any, by which (A) (1) such Revolving Lender’s Applicable Percentage (calculated without giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount of the Existing Revolving Borrowings, exceeds (B) (1) such Revolving Lender’s Applicable Percentage (calculated after giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount of the Resulting Revolving Borrowings, (v) after the effectiveness of such Revolving Commitment Increase, the Borrower shall be deemed to have made new Revolving Borrowings (the “Resulting Revolving Borrowings”) in an aggregate principal amount equal to the aggregate principal amount of the Existing Revolving Borrowings and of the Types and for the Interest Periods specified in a Borrowing Request delivered to the Administrative Agent in accordance with Section 2.03 (and the Borrower shall deliver such Borrowing Request), (vi) each Revolving Lender shall be deemed to hold its Applicable Percentage of each Resulting Revolving Borrowing (calculated after giving effect to the effectiveness of such Revolving Commitment Increase) and (vii) the Borrower shall pay each Revolving Lender any and all accrued but unpaid interest on its Loans comprising the Existing Revolving Borrowings. The deemed payments of the Existing Revolving Borrowings made pursuant to clause (i) above shall be subject to compensation by the Borrower pursuant to the provisions of Section 2.15 if the date of the effectiveness of such Revolving Commitment Increase occurs other than on the last day of the Interest Period relating thereto. Upon each Revolving Commitment Increase pursuant to this Section, each Revolving Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Revolving Commitment Increase Lender, and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of such Revolving Lender’s participations hereunder in outstanding Letters of Credit such that, after giving effect to such Revolving Commitment Increase and each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding participations hereunder in Letters of Credit held by each Revolving Lender (including each such Revolving Commitment Increase Lender) will equal such Revolving Lender’s Applicable Percentagecontrary.

Incremental Extensions of Credit. (a) At The Borrowers may, at any time and from time to time, subject on one or more occasions pursuant to the terms and conditions set forth herein, the Borrower may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request an Incremental Facility Agreement (i) to add one or more additional new tranches of term facilities and/or increase the principal amount of the Term Loans of any existing Class by requesting new commitments to provide such Term Loans (any such new tranche or increase, an “Incremental Term Facility” and any loans (the made pursuant to an Incremental Term Facility, “Incremental Term Loans”), ) and/or (ii) solely during the Revolving Availability Period, one or more increases in increase the aggregate amount of the Revolving Revolver Commitments (each any such increase, a an “Revolving Commitment IncreaseIncremental Revolver Facility” and, together with any Incremental Term Facility, “Incremental Facilities”; and the loans thereunder, “Incremental Revolver Loans” and any Incremental Revolver Loans, together with any Incremental Term Loans, the “Incremental Extensions of CreditLoans”); provided that (i) or (iii) immediately prior to incur Alternative Incremental Facility Debt, in an aggregate principal amount not to exceed the sum of (x) $125,000,000 plus (y) an additional amount if, immediately and after giving effect to the incurrence of such additional amount (but without giving effect to any amount incurred simultaneously under the immediately preceding clause (x)) and the application of the proceeds therefrom (and assuming that the full amount of such Incremental Extension of Credit has been funded and that such Incremental Extension of Credit is secured), the Total Secured Net Leverage Ratio, recomputed as of the last day of the most recently ended Fiscal Quarter, is equal to or less than 2.50 to 1.00 (provided that if the proceeds of the applicable Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition then the calculation under this clause (y) may be satisfied in accordance with the terms of the Borrower’s LCA Election under Section 1.03); provided that at the time of each such request and upon the effectiveness of the applicable Incremental Facility AmendmentAgreement, (A) no Event of Default has shall have occurred and is continuing or shall result therefrom (therefrom; provided that if that, in the proceeds case of the applicable an Incremental Extension of Credit are to be used to finance Term Facility incurred in connection with a Limited Condition Acquisition then the condition precedent set forth in this clause (A) may be limited to Defaults described in clauses (ano Event of Default under Sections 7.01(b), (bc), (h) and or (i) shall have occurred as of Section 7.01the date of the incurrence of such Incremental Facility and no Event of Default shall have occurred or shall result after giving effect to the Incremental Facility as of the date of signing the Limited Condition Acquisition Agreement (“Signing Date”), , (Bii) the representations and warranties aggregate principal amount of the Loan Parties set forth in the Loan Documents would be true and correct in all material respects Incremental Facilities incurred pursuant to this Section 2.23 (orassuming, in the case of representations and warranties qualified as to materialityan Incremental Revolver Facility, in all respects) on and as that the entire amount of such increase is funded), shall not exceed together with the date of, and immediately after giving effect to, the effectiveness of the applicable Incremental Facility Amendment, except in the case aggregate initial principal amount of any such representation and warranty that expressly relates Incremental Equivalent Debt or any Permitted Refinancing Indebtedness in respect thereof incurred pursuant to a prior date, in which case such representation and warranty shall be true and correct in all material respects (or in all respects, as applicable) as of such earlier date (provided that if the proceeds of the applicable Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition, then the condition precedent set forth in this clause (B) may be limited to customary “specified representations and warranties” with respect to the Borrower and the Restricted Subsidiaries and (y) customary specified acquisition agreement representations with respect to the Person to be acquiredSection 6.01(p), (CA) after giving effect to the applicable Incremental Extension of Credit and the application of the proceeds therefrom (and assuming that the full amount of such Incremental Extension of Credit shall have been funded as Loans on such date), the Borrower shall be in compliance on a Pro Forma Basis with the financial covenants set forth in Sections 6.11 and 6.12 recomputed as of the last day of the most recently ended Fiscal Quarter (provided that if the proceeds of the applicable Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition then the condition precedent set forth in this clause (C) may be satisfied in accordance with the terms of the Borrower’s LCA Election under Section 1.03) and (D) the Borrower shall have delivered a certificate of a Responsible Officer to the effect set forth in the immediately preceding clauses (A), $100.0 million plus (B) and (C), together with reasonably detailed calculations demonstrating compliance with the immediately preceding clause (C) (which calculations shall, if made as of the last day of any Fiscal Quarter for which the Borrower has not delivered to the Administrative Agent the financial statements and certificate of a Responsible Officer required to be delivered by Section 5.01(a) or 5.01(b) and Section 5.01(c), respectively, be accompanied by a reasonably detailed calculation of Consolidated EBITDA for the relevant period). For purposes of demonstrating compliance with clause of the immediately preceding sentence (C), any Revolving Commitment Increase shall be deemed to be fully drawn as of the last day of the most recently ended Fiscal Quarter. In connection with any calculation of the Total Secured Net Leverage Ratio or the Total Net Leverage Ratio for purposes of this Section 2.20(a), the cash proceeds of the applicable Incremental Extension of Credit will not be deducted from Total Indebtedness or Senior Secured Indebtedness, respectively, when making such calculation. Each tranche of Incremental Term Loans and each Revolving Commitment Increase shall be in an integral multiple of $10,000,000 and be in an aggregate principal amount that is not less than $50,000,000; provided that such amount may be less than $50,000,000 if such amount represents all the remaining availability under the aggregate principal amount of Incremental Extensions of Credit set forth above. (b) The Incremental Term Loans (i) shall rank pari passu or junior in right of payment in respect of the Collateral and with the Obligations in respect of the Revolving Commitments, the Tranche A Term Loans and the Tranche B Term Loans, (ii) for purposes of mandatory prepayments, shall have terms (when taken as a whole) treated no more favorably than (x) in the case of Incremental Term Loans consisting of “tranche A” term loans, the Tranche A Term Loans and (y) in the case of Incremental Term Loans consisting of “tranche B” term loans, Tranche B Term Loans and (iii) other than amortization, pricing or maturity date, shall have terms (when taken as a whole) that are applicable prior incurred pursuant to the Latest Maturity Date (at the time of incurrence) no more restrictive than the terms (when taken as a whole) (x) in the case of Incremental Term Loans consisting of “tranche A” term loans, applicable to the Tranche A Term Loans and (y) in the case of Incremental Term Loans consisting of “tranche B” term loans, the Tranche B Term Loans (in each case, as determined by the Borrower in its reasonable business judgment in consultation with the Administrative Agent) unless otherwise consented to by the Administrative Agent; provided that (A) if the Weighted Average Yield relating to any Incremental Term Loan consisting of additional “tranche A” term loans or “tranche B” term loans exceeds the Weighted Average Yield relating to the Tranche A Term Loans or the Tranche B Term Loans, as applicable, immediately prior to the effectiveness of the applicable Incremental Facility Amendment by more than 0.50%, then the Applicable Rate relating to the Tranche A Term Loans or Tranche B Term Loans, as applicable, shall be adjusted so that the Weighted Average Yield relating to such Incremental Term Loans shall not exceed the Weighted Average Yield relating to the Tranche A Term Loans or the Tranche B Term Loans, as applicable, by more than 0.50%; provided, however, that (x) the requirements set forth in this preceding clause (A) shall not apply to any Incremental Extensions of Credit the effective date of which is more than 12 months after the Effective Date and (y) any increase in the Applicable Rate required pursuant to or this clause (A) resulting from the application of any interest rate “floor” on any Incremental Term Loan consisting of “tranche A” term loans or “tranche B” term loans will be effected solely through the establishment or increase of an interest rate “floor” on the Tranche A Term Loans or Tranche B Term Loans, as applicable, (B) any Incremental Term Loan consisting of “tranche A” term loans or “tranche B” term loans shall not have a final maturity date earlier than the Tranche A Term Maturity Date or Tranche B Term Maturity Date, as applicable, and (C) any Incremental Term Loan consisting of “tranche A” term loans or “tranche B” term loans shall not have a Weighted Average Life to Maturity that is shorter than the Weighted Average Life to Maturity of the then-remaining Tranche A Term Loans or Tranche B Term Loans, as applicable. (c) Each notice from the Borrower pursuant to this Section shall set forth the requested amount and proposed terms of the relevant Incremental Extension of Credit. Any additional bank, financial institution, existing Lender or other Person that elects to extend Incremental Extensions of Credit shall be reasonably satisfactory to the Borrower and the Administrative Agent (and, in the case of any Revolving Commitment Increase, each Issuing Bank) (any such bank, financial institution, existing Lender or other Person being called an “Additional Lender”) and, if not already a Lender, shall become a Lender under this Agreement pursuant to an amendment (an “Incremental Facility Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, such Additional Lender and the Administrative Agent. No Lender shall be obligated to provide any Incremental Extension of Credit, unless it so agrees. Commitments in respect of any Incremental Extensions of Credit shall become Commitments (or in the case of any Revolving Commitment Increase to be provided by an existing Revolving Lender, an increase in such Revolving Lender’s Revolving Commitment) under this Agreement upon the effectiveness of the applicable Incremental Facility Amendment. An Incremental Facility Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement or any other Loan Document as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section (including to provide for voting provisions applicable to the Additional Lenders comparable to the provisions of clause (B) that serve to effectively extend the maturity of the second proviso of Section 9.02(b)). The effectiveness of any Incremental Facility Amendment shallthen existing Term Loans, unless otherwise agreed to by the Administrative Agent and the Additional Lenders, be subject to the satisfaction on the effective date thereof of each of the conditions set forth in Section 4.02 (it being understood and agreed that all references to a Borrowing in Section 4.02 shall be deemed to refer to the applicable Incremental Facility Amendment). (d) On the date of effectiveness of any Revolving Commitment Increase, (i) the aggregate principal amount of the Revolving Loans outstanding (the “Existing Revolving Borrowings”) immediately prior to the effectiveness of such Revolving Commitment Increase shall be deemed to be repaid, (ii) each Revolving Commitment Increase Lender that shall have had a Revolving Commitment prior to the effectiveness of such Revolving Commitment Increase shall pay to the Administrative Agent in same day funds an amount equal to the amount, if any, by which (A) (1) such Revolving Commitment Increase Lender’s Applicable Percentage (calculated after giving effect to the effectiveness amount of such Revolving Commitment IncreaseTerm Loans that will be replaced with such Incremental Term Loans plus (C) multiplied by (2) the aggregate principal an additional amount of the Resulting Revolving Borrowings (as hereinafter defined) exceeds (B) (1) such Revolving Commitment Increase Lender’s Applicable Percentage (calculated without giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount of the Existing Revolving Borrowings, (iii) each Revolving Commitment Increase Lender that shall not have had a Revolving Commitment prior to the effectiveness of such Revolving Commitment Increase shall pay to Administrative Agent in same day funds an amount equal to (1) such Revolving Commitment Increase Lender’s Applicable Percentage (calculated after giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount of the Resulting Revolving Borrowings, (iv) after the Administrative Agent receives the funds specified in clauses (ii) and (iii) above, the Administrative Agent shall pay to each Revolving Lender the portion of such funds that is equal to the amount, if any, by which (A) (1) such Revolving Lender’s Applicable Percentage (calculated without giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount of the Existing Revolving Borrowings, exceeds (B) (1) such Revolving Lender’s Applicable Percentage (calculated after giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount of the Resulting Revolving Borrowings, (v) after the effectiveness of such Revolving Commitment Increase, the Borrower shall be deemed to have made new Revolving Borrowings (the “Resulting Revolving Borrowings”) in an aggregate principal amount equal to the aggregate principal amount of the Existing Revolving Borrowings and of the Types and for the Interest Periods specified in a Borrowing Request delivered to the Administrative Agent in accordance with Section 2.03 (and the Borrower shall deliver such Borrowing Request), (vi) each Revolving Lender shall be deemed to hold its Applicable Percentage of each Resulting Revolving Borrowing (calculated after giving effect to the effectiveness of such Revolving Commitment Increase) and (vii) the Borrower shall pay each Revolving Lender any and all accrued but unpaid interest on its Loans comprising the Existing Revolving Borrowings. The deemed payments of the Existing Revolving Borrowings made pursuant to clause (i) above shall be subject to compensation by the Borrower pursuant to the provisions of Section 2.15 if the date of the effectiveness of such Revolving Commitment Increase occurs other than on the last day of the Interest Period relating thereto. Upon each Revolving Commitment Increase pursuant to this Section, each Revolving Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Revolving Commitment Increase Lender, and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of such Revolving Lender’s participations hereunder in outstanding Letters of Credit such thatif, after giving effect to such Revolving Commitment Increase and each additional amount incurred pursuant to this clause (C), on a Pro Forma Basis (assuming, in the case of an Incremental Revolver Facility, that the entire amount of such deemed assignment and assumption increase is funded) the Total Leverage Condition is satisfied (determined without deductions for any cash proceeds received by the Borrowers from the incurrence of participations, any Incremental Facility) (the percentage of the aggregate outstanding participations hereunder amounts described in Letters of Credit held by each Revolving Lender clauses (including each such Revolving Commitment Increase LenderA) will equal such Revolving Lender’s Applicable Percentage.and

Incremental Extensions of Credit. (a) At any time and from time to time, subject Subject to the terms and conditions set forth herein, the Borrower maymay at any time and from time to time, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy of such notice to each of the Lenders), (a) at any time prior to the Term Loan Maturity Date, request (i) to add one or more additional tranches of term loans (the “Incremental Term Loans”), ) in minimum principal amounts of $25,000,000 and (iib) solely during at any time prior to the Revolving Availability PeriodMaturity Date, one or more increases in request to add additional revolving commitments (the aggregate amount of the “Incremental Revolving Commitments (each such increase, a “Revolving Commitment IncreaseCommitments” and, together with the Incremental Term Loans, the “Incremental Extensions of Credit”) or (iii) in minimum principal amounts of $25,000,000; provided that immediately prior to incur Alternative Incremental Facility Debt, in an aggregate principal amount not to exceed the sum of (x) $125,000,000 plus (y) an additional amount if, immediately and after giving effect to the incurrence of such additional amount any Incremental Facility Amendment (but without giving effect to any amount incurred simultaneously under the immediately preceding clause (x)) and the application of the proceeds therefrom (and assuming that the full amount of such Incremental Extension of Credit has been funded and that such Incremental Extension of Credit is securedas defined below), the Total Secured Net Leverage Ratio(a) no Default has occurred or is continuing or shall result therefrom and (b) on a Pro Forma Basis, recomputed as of the last day of the most recently ended Fiscal Quarter, is equal to or less than 2.50 to 1.00 (provided that if the proceeds fiscal quarter of the applicable Incremental Extension of Credit Borrower for which financial statements are to be used to finance a Limited Condition Acquisition then the calculation under this clause (y) may be satisfied in accordance with the terms of the Borrower’s LCA Election under Section 1.03); provided that at the time of each such request and upon the effectiveness of the applicable Incremental Facility Amendmentavailable, (A) no Default has occurred and is continuing or shall result therefrom (provided that if the proceeds of the applicable Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition then the condition precedent set forth in this clause (A) may be limited to Defaults described in clauses (a), (b), (h) and (i) of Section 7.01), (B) the representations and warranties of the Loan Parties set forth in the Loan Documents would be true and correct in all material respects (or, in the case of representations and warranties qualified as to materiality, in all respects) on and as of the date of, and immediately after giving effect to, the effectiveness of the applicable Incremental Facility Amendment, except in the case of any such representation and warranty that expressly relates to a prior date, in which case such representation and warranty shall be true and correct in all material respects (or in all respects, as applicable) as of such earlier date (provided that if the proceeds of the applicable Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition, then the condition precedent set forth in this clause (B) may be limited to customary “specified representations and warranties” with respect to the Borrower and the Restricted Subsidiaries and (y) customary specified acquisition agreement representations with respect to the Person to be acquired), (C) after giving effect to the applicable Incremental Extension of Credit and the application of the proceeds therefrom (and assuming that the full amount of such Incremental Extension of Credit shall have been funded as Loans on such date), the Borrower shall be in compliance on a Pro Forma Basis with the financial covenants set forth contained in Sections 6.11 6.12 and 6.12 recomputed as of the last day of the most recently ended Fiscal Quarter (provided that if the proceeds of the applicable Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition then the condition precedent set forth in this clause (C) may be satisfied in accordance with the terms of the Borrower’s LCA Election under Section 1.03) 6.13 and (Dii) the Borrower shall have delivered a certificate of a Responsible Officer to the effect set forth in the immediately preceding clauses (A), (B) and (C), together with reasonably detailed calculations demonstrating compliance with the immediately preceding clause (C) (which calculations shall, if made as of the last day of any Fiscal Quarter for which the Borrower has not delivered to the Administrative Agent the financial statements and certificate of a Responsible Officer required to be delivered by Section 5.01(a) or 5.01(b) and Section 5.01(c), respectively, be accompanied by a reasonably detailed calculation of Consolidated EBITDA for the relevant period). For purposes of demonstrating compliance with clause of the immediately preceding sentence (C), any Revolving Commitment Increase shall be deemed to be fully drawn as of the last day of the most recently ended Fiscal Quarter. In connection with any calculation of the Total Net Senior Secured Net Leverage Ratio or the Total Net Leverage Ratio for purposes of this Section 2.20(a), the cash proceeds of the applicable Incremental Extension of Credit will not be deducted from Total Indebtedness or Senior Secured Indebtedness, respectively, when making such calculation. Each tranche of Incremental Term Loans and each Revolving Commitment Increase shall be in an integral multiple of $10,000,000 and be in an aggregate principal amount that is not less than $50,000,000; provided that such amount may be less than $50,000,000 if such amount represents all the remaining availability under the aggregate principal amount of 2.50 to 1.00. The Incremental Extensions of Credit set forth above. (ba) The Incremental Term Loans shall (i) shall rank pari passu or junior in right of payment in respect of the Collateral and with the Obligations in respect of the Revolving Commitments, the Tranche A Term Loans and the Tranche B Term Loans, (ii) for purposes of mandatory prepayments, shall have terms (when taken as a whole) treated no more favorably than (x) in the case of Incremental Term Loans consisting of “tranche A” term loansLoans, the Tranche A Term Loans be in an aggregate principal amount not exceeding $100,000,000 and (yii) in the case of Incremental Revolving Commitments, be in an aggregate principal amount not exceeding $50,000,000, (b) shall rank pari passu in right of payment and right of security in respect of the Collateral with the Term Loans consisting of “tranche B” term loansor the Revolving Loans, Tranche B Term Loans as the case may be, and (iiic) other than amortization, pricing or and maturity date, shall have the same terms (when taken as a whole) that are applicable prior to the Latest Maturity Date (at the time of incurrence) no more restrictive than the terms (when taken as a whole) (x) in the case of Incremental Term Loans consisting of “tranche A” term loans, applicable to the Tranche A Term Loans and (y) in the case of Incremental Term Loans consisting of “tranche B” term loans, the Tranche B Term Loans (in each case, as determined by the Borrower in its reasonable business judgment in consultation with the Administrative Agent) unless otherwise consented to by the Administrative Agent; provided that (A) if the Weighted Average Yield relating to any Incremental Term Loan consisting of additional “tranche A” term loans or “tranche B” term loans exceeds the Weighted Average Yield relating to the Tranche A Term Loans or the Tranche B Term LoansRevolving Commitments, as applicable, as in effect immediately prior to the effectiveness of the applicable Incremental Facility Amendment by more than 0.50%(the “Existing Extensions of Credit”); provided that (i) if the Applicable Rate (which, then for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing such Incremental Extensions of Credit) relating to any Incremental Extension of Credit exceeds the Applicable Rate relating to the Tranche A Term Loans or Tranche B Term Loansanalogous Existing Extensions of Credit by more than 0.25%, as applicablethe Applicable Rate relating to the analogous Existing Extensions of Credit shall be adjusted to be equal to the Applicable Rate (which, for such purposes only, shall be adjusted so that the Weighted Average Yield relating deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing such Incremental Term Loans shall not exceed the Weighted Average Yield Extensions of Credit) relating to the Tranche A Term Loans or the Tranche B Term Loans, as applicable, by more than 0.50%; provided, however, that (x) the requirements set forth in this clause (A) shall not apply to any applicable Incremental Extensions of Credit minus 0.25%, (ii) the effective date Incremental Extensions of which is more than 12 months after the Effective Date and (y) any increase Credit in the Applicable Rate required pursuant to this clause (A) resulting from the application form of any interest rate “floor” on any Incremental Term Loan consisting of “tranche A” term loans or “tranche B” term loans will be effected solely through the establishment or increase of an interest rate “floor” on the Tranche A Term Loans or Tranche B Term Loans, as applicable, (B) any Incremental Term Loan consisting of “tranche A” term loans or “tranche B” term loans shall not have a final maturity date earlier than the Tranche A Term Loan Maturity Date or Tranche B Term Maturity Date, as applicable, and (C) any Incremental Term Loan consisting Extensions of “tranche A” term loans or “tranche B” term loans Credit in the form of Incremental Revolving Commitments shall not have a Weighted Average Life to Maturity that is shorter final maturity date earlier than the Weighted Average Life to Revolving Maturity of the then-remaining Tranche A Term Loans or Tranche B Term Loans, as applicable. (c) Each notice from the Borrower pursuant to this Section shall set forth the requested amount and proposed terms of the relevant Incremental Extension of Credit. Any additional bank, financial institution, existing Lender or other Person that elects to extend Incremental Extensions of Credit shall be reasonably satisfactory to the Borrower and the Administrative Agent (and, in the case of any Revolving Commitment Increase, each Issuing Bank) (any such bank, financial institution, existing Lender or other Person being called an “Additional Lender”) and, if not already a Lender, shall become a Lender under this Agreement pursuant to an amendment (an “Incremental Facility Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, such Additional Lender and the Administrative Agent. No Lender shall be obligated to provide any Incremental Extension of Credit, unless it so agrees. Commitments in respect of any Incremental Extensions of Credit shall become Commitments (or in the case of any Revolving Commitment Increase to be provided by an existing Revolving Lender, an increase in such Revolving Lender’s Revolving Commitment) under this Agreement upon the effectiveness of the applicable Incremental Facility Amendment. An Incremental Facility Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement or any other Loan Document as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section (including to provide for voting provisions applicable to the Additional Lenders comparable to the provisions of clause (B) of the second proviso of Section 9.02(b)). The effectiveness of any Incremental Facility Amendment shall, unless otherwise agreed to by the Administrative Agent and the Additional Lenders, be subject to the satisfaction on the effective date thereof of each of the conditions set forth in Section 4.02 (it being understood and agreed that all references to a Borrowing in Section 4.02 shall be deemed to refer to the applicable Incremental Facility Amendment). (d) On the date of effectiveness of any Revolving Commitment Increase, (i) the aggregate principal amount of the Revolving Loans outstanding (the “Existing Revolving Borrowings”) immediately prior to the effectiveness of such Revolving Commitment Increase shall be deemed to be repaid, (ii) each Revolving Commitment Increase Lender that shall have had a Revolving Commitment prior to the effectiveness of such Revolving Commitment Increase shall pay to the Administrative Agent in same day funds an amount equal to the amount, if any, by which (A) (1) such Revolving Commitment Increase Lender’s Applicable Percentage (calculated after giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount of the Resulting Revolving Borrowings (as hereinafter defined) exceeds (B) (1) such Revolving Commitment Increase Lender’s Applicable Percentage (calculated without giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount of the Existing Revolving Borrowings, (iii) each Revolving Commitment Increase Lender that shall not have had a Revolving Commitment prior to the effectiveness of such Revolving Commitment Increase shall pay to Administrative Agent in same day funds an amount equal to (1) such Revolving Commitment Increase Lender’s Applicable Percentage (calculated after giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount of the Resulting Revolving Borrowings, (iv) after the Administrative Agent receives the funds specified in clauses (ii) Date and (iii) above, the Administrative Agent shall pay to each Revolving Lender the portion of such funds that is equal to the amount, if any, by which (A) (1) such Revolving Lender’s Applicable Percentage (calculated without giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount of the Existing Revolving Borrowings, exceeds (B) (1) such Revolving Lender’s Applicable Percentage (calculated after giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount of the Resulting Revolving Borrowings, (v) after the effectiveness of such Revolving Commitment Increase, the Borrower shall be deemed to have made new Revolving Borrowings (the “Resulting Revolving Borrowings”) in an aggregate principal amount equal to the aggregate principal amount of the Existing Revolving Borrowings and of the Types and for the Interest Periods specified in a Borrowing Request delivered to the Administrative Agent in accordance with Section 2.03 (and the Borrower shall deliver such Borrowing Request), (vi) each Revolving Lender shall be deemed to hold its Applicable Percentage of each Resulting Revolving Borrowing (calculated after giving effect to the effectiveness of such Revolving Commitment Increase) and (vii) the Borrower shall pay each Revolving Lender any and all accrued but unpaid interest on its Loans comprising the Existing Revolving Borrowings. The deemed payments of the Existing Revolving Borrowings made pursuant to clause (i) above shall be subject to compensation by the Borrower pursuant to the provisions of Section 2.15 if the date of the effectiveness of such Revolving Commitment Increase occurs other than on the last day of the Interest Period relating thereto. Upon each Revolving Commitment Increase pursuant to this Section, each Revolving Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Revolving Commitment Increase Lender, and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of such Revolving Lender’s participations hereunder in outstanding Letters of Credit such that, after giving effect to such Revolving Commitment Increase and each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding participations hereunder in Letters of Credit held by each Revolving Lender (including each such Revolving Commitment Increase Lender) will equal such Revolving Lender’s Applicable Percentage.the

Incremental Extensions of Credit. (a) At any time and from time to timeduring the 2018 Extended Revolving Availability Period, subject to the terms and conditions set forth herein, the Borrower maymay at any time and from time to time, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (i) to add one or more additional tranches of term loans (the “Incremental Term Loans”)) or additional Revolving Commitments, (ii) solely during the 2018 Extended Revolving Availability Period, one Commitments or more increases in the aggregate amount of the Extended Revolving Commitments (each such increase, a the “Revolving Commitment IncreaseIncremental Revolver Commitments” and, and together with the Incremental Term Loans, the “Incremental Extensions of Credit”) or (iii) to incur Alternative Incremental Facility Debt, in an minimum principal amounts of $25,000,000; provided that such amount may be less than $25,000,000 if such amount represents all the remaining availability under the aggregate principal amount not to exceed the sum of set forth below; provided, further, that (x) $125,000,000 plus (y) an additional amount if, immediately prior to and after giving effect to the incurrence of such additional amount any Additional Credit Extension Amendment (but without giving effect to any amount incurred simultaneously under the immediately preceding clause (x)) and the application of the proceeds therefrom (and assuming that the full amount of such Incremental Extension of Credit has been funded and that such Incremental Extension of Credit is securedas defined below), the Total Secured Net Leverage Ratio, recomputed as of the last day of the most recently ended Fiscal Quarter, is equal to or less than 2.50 to 1.00 (provided that if the proceeds of the applicable Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition then the calculation under this clause (y) may be satisfied in accordance with the terms of the Borrower’s LCA Election under Section 1.03); provided that at the time of each such request and upon the effectiveness of the applicable Incremental Facility Amendment, (A) no Default has occurred and or is continuing or shall result therefrom (provided that if the proceeds of the applicable Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition then the condition precedent set forth in this clause (A) may be limited to Defaults described in clauses (a)therefrom, (b), (h) and (i) of Section 7.01), (B) the representations and warranties of the Loan Parties set forth in the Loan Documents would be true and correct in all material respects (or, in the case of representations and warranties qualified as to materiality, in all respects) on and as of the date of, and immediately after giving effect to, the effectiveness of the applicable Incremental Facility Amendment, except in the case of any such representation and warranty that expressly relates to a prior date, in which case such representation and warranty shall be true and correct in all material respects (or in all respects, as applicable) as of such earlier date (provided that if the proceeds of the applicable Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition, then the condition precedent set forth in this clause (B) may be limited to customary “specified representations and warranties” with respect to the Borrower and the Restricted Subsidiaries and (y) customary specified acquisition agreement representations with respect to the Person to be acquired), (C) after giving effect to the applicable Incremental Extension of Credit and the application of the proceeds therefrom (and assuming that the full amount of such Incremental Extension of Credit shall have been funded as Loans on such date), the Borrower shall be in compliance on a Pro Forma Basis with the financial covenants set forth in Sections 6.11 and 6.12 Financial Performance Covenant recomputed as of the last day of the most recently ended Fiscal Quarter (provided that if the proceeds fiscal quarter of the applicable Borrower for which financial statements are available and (z) other than with respect to the incurrence of Series B Tranche B Term Loans incurred prior to the Series B Deadline and other than with respect to Incremental Extensions of Credit incurred pursuant to subclause (a)(x) below, on a Pro Forma Basis after giving effect to any such Incremental Extension of Credit are the Secured Leverage Ratio of Borrower would be less than or equal to be used 3.50 to finance a Limited Condition Acquisition then the condition precedent set forth in this clause (C) may be satisfied in accordance with the terms of the Borrower’s LCA Election under Section 1.03) and (D) the Borrower shall have delivered a certificate of a Responsible Officer to the effect set forth in the immediately preceding clauses (A), (B) and (C), together with reasonably detailed calculations demonstrating compliance with the immediately preceding clause (C) (which calculations shall, if made as of the last day of any Fiscal Quarter for which the Borrower has not delivered to the Administrative Agent the financial statements and certificate of a Responsible Officer required to be delivered by Section 5.01(a) or 5.01(b) and Section 5.01(c), respectively, be accompanied by a reasonably detailed calculation of Consolidated EBITDA for the relevant period). For purposes of demonstrating compliance with clause of the immediately preceding sentence (C), any Revolving Commitment Increase shall be deemed to be fully drawn 1.00 as of the last day of the most recently ended Fiscal Quarter. In connection with any calculation recent fiscal quarter of the Total Secured Net Leverage Ratio Borrower for which financial statements have been delivered pursuant to Section 5.01(a) or (b). The Incremental Extensions of Credit: (a) that are incurred on or after the Total Net Leverage Ratio for purposes Amendment No. 6 Effective Date shall be in aggregate principal amount not exceeding (x) $50,000,000 plus (y) $400,000,000 (in each case exclusive of this Section 2.20(a), the cash proceeds of the applicable Incremental Extension of Credit will not be deducted from Total Indebtedness or Senior Secured Indebtedness, respectively, when making such calculation. Each tranche of Incremental (i) any Refinancing Term Loans and each Revolving Commitment Increase shall be in an integral multiple (ii) for the avoidance of $10,000,000 and be in an aggregate principal amount that is not less than $50,000,000; provided that such amount may be less than $50,000,000 if such amount represents all the remaining availability under the aggregate principal amount of doubt, Incremental Extensions of Credit set forth above.incurred in the form of Tranche B Term Loans prior to the Amendment No. 6 Effective Date); (b) The Incremental Term Loans (i) shall rank pari passu or junior in right of payment and right of security in respect of the Collateral and with the Obligations Revolving Loans and Tranche B Term Loans, and (c) (i) that are Incremental Term Loans, shall have the same terms as the Tranche B Term Loans existing immediately prior to the effectiveness of such Additional Credit Extension Amendment (the “Existing Term Loans”) (other than (x) amortization, pricing or maturity date terms and provisions, (y) terms and provisions (excluding the terms and provisions set forth in respect of clause (x) and clause (z)) that are more favorable to the Lenders providing such Incremental Term Loans so long as such terms also apply to all Existing Term Loans, outstanding Tranche B Commitments, Commitments to provide Incremental Term Loans and Revolving Commitments and (z) mandatory prepayment terms and provisions that are more favorable to the Lenders providing such Incremental Term Loans so long as such mandatory prepayment terms also apply to all Existing Term Loans) and (ii) that are Incremental Revolver Commitments shall have the same terms as the Revolving Commitments, 2018 Extended Revolving Commitments or Extended Revolving Commitments existing immediately prior to the Tranche A effectiveness of such Additional Credit Extension Amendment; provided that (i) if the Yield relating to any Incremental Term Loans and (other than Refinancing Term Loans) exceeds the Yield relating to the Tranche B Term Loans, (ii) for purposes of mandatory prepayments, shall have terms (when taken as a whole) treated no more favorably than (x) in the case of Incremental Term Loans consisting of “tranche A” term loans, the Tranche A Term Loans and (y) in the case of Incremental Term Loans consisting of “tranche B” term loans, Tranche B Term Loans and (iii) other than amortization, pricing or maturity date, shall have terms (when taken as a whole) that are applicable prior to the Latest Maturity Date (at the time of incurrence) no more restrictive than the terms (when taken as a whole) (x) in the case of Incremental Term Loans consisting of “tranche A” term loans, applicable to the Tranche A Term Loans and (y) in the case of Incremental Term Loans consisting of “tranche B” term loans, the Tranche B Term Loans (in each case, as determined by the Borrower in its reasonable business judgment in consultation with the Administrative Agent) unless otherwise consented to by the Administrative Agent; provided that (A) if the Weighted Average Yield relating to any Incremental Term Loan consisting of additional “tranche A” term loans or “tranche B” term loans exceeds the Weighted Average Yield relating to the Tranche A Term Loans or the Tranche B Term Loans, as applicable, immediately prior to the effectiveness of the applicable Incremental Facility Amendment by more than 0.50%, then the Applicable Rate relating to the Tranche A B Term Loans or shall be increased to the extent necessary so that the Yield of the Tranche B Term Loans, as applicable, shall be adjusted so that Loans is equal to the Weighted Average Yield relating to of such Incremental Term Loans shall not exceed the Weighted Average Yield relating minus 0.50%, (ii) other than with respect to the Tranche A Term Loans or the Series B Tranche B Term LoansLoans incurred prior to the Series B Deadline, as applicable, by more than 0.50%; provided, however, that (x) the requirements set forth in this clause (A) shall not apply to any Incremental Extensions of Credit the effective date of which is more than 12 months after the Effective Date and (y) any increase in the Applicable Rate required pursuant to this clause (A) resulting from the application of any interest rate “floor” on any Incremental Term Loan consisting of “tranche A” term loans or “tranche B” term loans will be effected solely through the establishment or increase of an interest rate “floor” on the Tranche A Term Loans or Tranche B Term Loans, as applicable, (B) any Incremental Term Loan consisting of “tranche A” term loans or “tranche B” term loans shall not have a final maturity date earlier than the Tranche A Term B Maturity Date or Date, (iii) other than with respect to Series B Tranche B Term Maturity DateLoans incurred prior to the Series B Deadline, as applicable, and (C) any the Incremental Term Loan consisting of “tranche A” term loans or “tranche B” term loans Loans shall not have a Weighted Average Life weighted average life to Maturity maturity that is shorter than the Weighted Average Life to Maturity that of the then-remaining Tranche A Term Loans or weighted average life of the Tranche B Term Loans, and (iv) the Incremental Revolving Commitments shall not require any mandatory commitment reductions, mandatory prepayments or scheduled payments other than those applicable to the Revolving Loans and Revolving Commitments. The Borrower shall by written notice offer each Lender providing Existing Extensions of Credit (an “Existing Lender”) the opportunity for no less than three (3) Business Days after delivery of the notice to commit to provide its pro rata portion (based on the amount of its outstanding Tranche B Term Loans or outstanding Revolving Loans or 2018 Extended Revolving Loans and unused Revolving Commitments or 2018 Extended Revolving Commitments, as applicable. (c, on the date of such notice) Each notice from the Borrower pursuant to this Section shall set forth the of any requested amount and proposed terms of the relevant Incremental Extension of Credit, provided that no Existing Lender shall be obligated to provide any Incremental Extension of Credit unless it so agrees. Any additional bank, financial institution, existing Existing Lender or other Person that elects to extend Incremental Extensions of Credit shall be reasonably satisfactory to the Borrower and the Administrative Agent (and, in the case of any Incremental Extensions of Credit in the form of Incremental Revolving Commitment IncreaseCommitments, each the Issuing Bank) Bank (any such bank, financial institution, existing Existing Lender or other Person being called an “Additional Lender”) and, if not already a Lender, and shall become a Lender under this Agreement pursuant to an amendment (an “Incremental Facility Amendment”) Additional Credit Extension Amendment giving effect to the modifications permitted by this Agreement Section 2.20 and, as appropriate, the other Loan Documents, Documents and executed by the Borrower, such each Additional Lender and the Administrative Agent. No Lender shall be obligated to provide any Incremental Extension of Credit, unless it so agrees. Commitments in respect of any Incremental Extensions of Credit shall become be Commitments (or in the case of any Revolving Commitment Increase to be provided by an existing Revolving Lender, an increase in such Revolving Lender’s Revolving Commitment) under this Agreement upon the effectiveness of the applicable Incremental Facility AmendmentAgreement. An Incremental Facility Additional Credit Extension Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement or any and the other Loan Document Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.20 (including to provide for voting provisions applicable to the Additional Lenders comparable to the provisions of clause (B) of the second proviso of Section 9.02(b)). The effectiveness of any Incremental Facility Additional Credit Extension Amendment shall, unless otherwise agreed to by the Administrative Agent and the Additional Lenders, shall be subject to the satisfaction on the effective date thereof (each, an “Incremental Facility Closing Date”) of each of the conditions set forth in Section 4.02 (it being understood and agreed that all references to a Borrowing “the date of such Borrowing” in such Section 4.02 shall be deemed to refer to the applicable Incremental Facility AmendmentClosing Date). (d) On the date of effectiveness of any Revolving Commitment Increase, (i) the aggregate principal amount . The proceeds of the Revolving Loans outstanding Incremental Extensions of Credit shall be used for working capital and general corporate purposes (the “Existing Revolving Borrowings”) immediately prior including Permitted Acquisitions). The provisions of this Section 2.20 shall override any provision of Section 9.02 to the effectiveness of such Revolving Commitment Increase shall be deemed to be repaid, (ii) each Revolving Commitment Increase Lender that shall have had a Revolving Commitment prior to the effectiveness of such Revolving Commitment Increase shall pay to the Administrative Agent in same day funds an amount equal to the amount, if any, by which (A) (1) such Revolving Commitment Increase Lender’s Applicable Percentage (calculated after giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount of the Resulting Revolving Borrowings (as hereinafter defined) exceeds (B) (1) such Revolving Commitment Increase Lender’s Applicable Percentage (calculated without giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount of the Existing Revolving Borrowings, (iii) each Revolving Commitment Increase Lender that shall not have had a Revolving Commitment prior to the effectiveness of such Revolving Commitment Increase shall pay to Administrative Agent in same day funds an amount equal to (1) such Revolving Commitment Increase Lender’s Applicable Percentage (calculated after giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount of the Resulting Revolving Borrowings, (iv) after the Administrative Agent receives the funds specified in clauses (ii) and (iii) above, the Administrative Agent shall pay to each Revolving Lender the portion of such funds that is equal to the amount, if any, by which (A) (1) such Revolving Lender’s Applicable Percentage (calculated without giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount of the Existing Revolving Borrowings, exceeds (B) (1) such Revolving Lender’s Applicable Percentage (calculated after giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount of the Resulting Revolving Borrowings, (v) after the effectiveness of such Revolving Commitment Increase, the Borrower shall be deemed to have made new Revolving Borrowings (the “Resulting Revolving Borrowings”) in an aggregate principal amount equal to the aggregate principal amount of the Existing Revolving Borrowings and of the Types and for the Interest Periods specified in a Borrowing Request delivered to the Administrative Agent in accordance with Section 2.03 (and the Borrower shall deliver such Borrowing Request), (vi) each Revolving Lender shall be deemed to hold its Applicable Percentage of each Resulting Revolving Borrowing (calculated after giving effect to the effectiveness of such Revolving Commitment Increase) and (vii) the Borrower shall pay each Revolving Lender any and all accrued but unpaid interest on its Loans comprising the Existing Revolving Borrowings. The deemed payments of the Existing Revolving Borrowings made pursuant to clause (i) above shall be subject to compensation by the Borrower pursuant to the provisions of Section 2.15 if the date of the effectiveness of such Revolving Commitment Increase occurs other than on the last day of the Interest Period relating thereto. Upon each Revolving Commitment Increase pursuant to this Section, each Revolving Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Revolving Commitment Increase Lender, and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of such Revolving Lender’s participations hereunder in outstanding Letters of Credit such that, after giving effect to such Revolving Commitment Increase and each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding participations hereunder in Letters of Credit held by each Revolving Lender (including each such Revolving Commitment Increase Lender) will equal such Revolving Lender’s Applicable Percentagecontrary.

Incremental Extensions of Credit. (a) At The Borrowers may, at any time and from time to time, subject on one or more occasions pursuant to the terms and conditions set forth herein, the Borrower may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request an Incremental Facility Agreement (i) to add one or more additional new tranches of term facilities and/or increase the principal amount of the Term Loans of any existing Class by requesting new commitments to provide such Term Loans (any such new tranche or increase, an “Incremental Term Facility” and any loans (the made pursuant to an Incremental Term Facility, “Incremental Term Loans”), ) and/or (ii) solely during the Revolving Availability Period, one or more increases in increase the aggregate amount of the Revolving Revolver Commitments (each any such increase, a an “Revolving Commitment IncreaseIncremental Revolver Facility” and, together with any Incremental Term Facility, “Incremental Facilities”; and the loans thereunder, “Incremental Revolver Loans” and any Incremental Revolver Loans, together with any Incremental Term Loans, the “Incremental Extensions Loans”); provided that (i) immediately prior to and after giving effect to any Incremental Facility Agreement, no Event of Credit”Default shall have occurred and is continuing or shall result therefrom; provided that, in the case of an Incremental Term Facility incurred in connection with a Limited Condition Acquisition no Event of Default under Sections 7.01(b), (c), (h) or (iiii) to incur Alternative shall have occurred as of the date of the incurrence of such Incremental Facility Debt, in an and no Event of Default shall have occurred or shall result after giving effect to the Incremental Facility as of the date of signing the Limited Condition Acquisition Agreement (“Signing Date”), (ii) the aggregate principal amount of all Incremental Facilities incurred pursuant to this Section 2.23 (assuming, in the case of an Incremental Revolver Facility, that the entire amount of such increase is funded), shall not exceed together with the aggregate initial principal amount of any Incremental Equivalent Debt or any Permitted Refinancing Indebtedness in respect thereof incurred pursuant to exceed the sum of Section 6.01(p), (xA) $125,000,000 100.0 million plus (yB) in the case of Incremental Term Loans incurred pursuant to the preceding clause (A) or this clause (B) that serve to effectively extend the maturity of then existing Term Loans, an amount equal to the amount of such Term Loans that will be replaced with such Incremental Term Loans plus (C) an additional amount if, immediately after giving effect to such additional amount incurred pursuant to this clause (C), on a Pro Forma Basis (assuming, in the case of an Incremental Revolver Facility, that the entire amount of such increase is funded) the Total Leverage Condition is satisfied (determined without deductions for any cash proceeds received by the Borrowers from the incurrence of such additional amount any Incremental Facility) (but without giving effect to any amount incurred simultaneously under the immediately preceding clause amounts described in clauses (x)A) and (B) above, the application “Incremental Cap”); (iii) the Borrowers shall be in compliance with the financial covenants in Section 6.10, in each case, calculated on a Pro Forma Basis (assuming, in the case of the proceeds therefrom (and assuming an Incremental Revolver Facility, that the full entire amount of such Incremental Extension increase is funded) as of Credit has been funded and that the day such Incremental Extension of Credit is secured), the Total Secured Net Leverage Ratio, recomputed Loans are made and as of the last day of the most recently ended Fiscal Quarter, is equal Test Period for which financial statements have been delivered pursuant to or less than 2.50 to 1.00 (provided that if the proceeds of the applicable Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition then the calculation under this clause (y) may be satisfied in accordance with the terms of the Borrower’s LCA Election under Section 1.03)5.04; provided that at the time of each such request and upon the effectiveness of the applicable Incremental Facility Amendment, (A) no Default has occurred and is continuing or shall result therefrom (provided that if the proceeds of the applicable Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition then the condition precedent set forth in this clause (A) may be limited to Defaults described in clauses (a), (b), (h) and (i) of Section 7.01), (B) the representations and warranties of the Loan Parties set forth in the Loan Documents would be true and correct in all material respects (orthat, in the case of representations and warranties qualified as to materiality, in all respects) on and as of the date of, and immediately after giving effect to, the effectiveness of the applicable Incremental Facility Amendment, except in the case of any such representation and warranty that expressly relates to a prior date, in which case such representation and warranty shall be true and correct in all material respects (or in all respects, as applicable) as of such earlier date (provided that if the proceeds of the applicable Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition, then the condition precedent set forth in under this clause (BSection 2.23(a)(iii) may be limited to customary “specified representations and warranties” with respect to the Borrower and the Restricted Subsidiaries and (y) customary specified acquisition agreement representations with respect to the Person to be acquired), (C) after giving effect to the applicable Incremental Extension of Credit and the application of the proceeds therefrom (and assuming that the full amount of such Incremental Extension of Credit shall have been funded as Loans on such date), the Borrower shall be in compliance only tested on a Pro Forma Basis with the financial covenants set forth in Sections 6.11 and 6.12 recomputed as of the last day of the most recently ended Fiscal Quarter (provided that if the proceeds of the applicable Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition then the condition precedent set forth in this clause (C) may be satisfied in accordance with the terms of the Borrower’s LCA Election under Section 1.03) and (D) the Borrower shall have delivered a certificate of a Responsible Officer to the effect set forth in the immediately preceding clauses (A), (B) and (C), together with reasonably detailed calculations demonstrating compliance with the immediately preceding clause (C) (which calculations shall, if made as of the last day of any Fiscal Quarter for which the Borrower has not delivered to the Administrative Agent the financial statements and certificate of a Responsible Officer required to be delivered by Section 5.01(a) or 5.01(b) and Section 5.01(c), respectively, be accompanied by a reasonably detailed calculation of Consolidated EBITDA for the relevant period). For purposes of demonstrating compliance with clause of the immediately preceding sentence (C), any Revolving Commitment Increase shall be deemed to be fully drawn as of the last day of the most recently ended Fiscal Quarter. In connection with any calculation of the Total Secured Net Leverage Ratio or the Total Net Leverage Ratio for purposes of this Section 2.20(a), the cash proceeds of the applicable Incremental Extension of Credit will not be deducted from Total Indebtedness or Senior Secured Indebtedness, respectively, when making such calculation. Each tranche of Incremental Term Loans and each Revolving Commitment Increase shall be in an integral multiple of $10,000,000 and be in an aggregate principal amount that is not less than $50,000,000; provided that such amount may be less than $50,000,000 if such amount represents all the remaining availability under the aggregate principal amount of Incremental Extensions of Credit set forth above.Signing Date, (biv) The Incremental Term Loans (i) shall rank pari passu or junior in right of payment in respect of the Collateral and with the Obligations in respect of the Revolving Commitments, the Tranche A Term Loans and the Tranche B Term Loans, (ii) for purposes of mandatory prepayments, shall have terms (when taken as a whole) treated no more favorably than (x) in the case of Incremental Term Loans consisting of “tranche A” term loans, the Tranche A Term Loans and (y) in the case of Incremental Term Loans consisting of “tranche B” term loans, Tranche B Term Loans and (iii) other than amortization, pricing or maturity date, shall have terms (when taken as a whole) that are applicable prior to the Latest Maturity Date (at the time of incurrence) no more restrictive than the terms (when taken as a whole) (x) in the case of Incremental Term Loans consisting of “tranche A” term loans, applicable to the Tranche A Term Loans and (y) in the case of Incremental Term Loans consisting of “tranche B” term loans, the Tranche B Term Loans (in each case, as determined by the Borrower in its reasonable business judgment in consultation with the Administrative Agent) unless otherwise consented to by the Administrative Agent; provided that (A) if the Weighted Average Yield relating Life to any Incremental Term Loan consisting of additional “tranche A” term loans or “tranche B” term loans exceeds the Weighted Average Yield relating to the Tranche A Term Loans or the Tranche B Term Loans, as applicable, immediately prior to the effectiveness Maturity of the applicable Incremental Facility Amendment by more than 0.50%, then the Applicable Rate relating to the Tranche A Term Loans or Tranche B Term Loans, as applicable, shall be adjusted so that the Weighted Average Yield relating to such Incremental Term Loans shall not exceed the Weighted Average Yield relating to the Tranche A Term Loans or the Tranche B Term Loans, as applicable, by more than 0.50%; provided, however, that (x) the requirements set forth in this clause (A) shall not apply to any Incremental Extensions of Credit the effective date of which is more than 12 months after the Effective Date and (y) any increase in the Applicable Rate required pursuant to this clause (A) resulting from the application of any interest rate “floor” on any Incremental Term Loan consisting of “tranche A” term loans or “tranche B” term loans will be effected solely through the establishment or increase of an interest rate “floor” on the Tranche A Term Loans or Tranche B Term Loans, as applicable, (B) any Incremental Term Loan consisting of “tranche A” term loans or “tranche B” term loans shall not have a final maturity date earlier than the Tranche A Term Maturity Date or Tranche B Term Maturity Date, as applicable, and (C) any Incremental Term Loan consisting of “tranche A” term loans or “tranche B” term loans shall not have a Weighted Average Life to Maturity that is shorter than the Weighted Average Life to Maturity of the then-remaining Tranche A Term Loans then outstanding, (v) each Incremental Term Facility that is a separate tranche shall have a final maturity date no earlier than the latest Term Maturity Date, (vi) if the Effective Yield in respect of any such Incremental Term Loans that are a separate tranche structured as a customary “term loan A” and that are pari passu in right of payment and are secured equally and ratably with the Term Loans exceeds the Effective Yield for the existing Term Loans (including any existing Incremental Term Loans) by more than 0.50%, the Applicable Margin for the existing Term Loans (including any existing Incremental Term Loans) shall be increased so that the Effective Yield in respect of such existing Term Loans is equal to the Effective Yield for such Incremental Term Loans less 0.50% (provided that if the applicable Incremental Term Facility includes any interest rate floor greater than that applicable to the Term Loans, and such floor is applicable to the Term Facility on the date of the applicable Incremental Facility Agreement, such excess amount shall be equated to interest margin for determining the increase), (vii) all Incremental Term Loans shall rank pari passu or, with respect to an Incremental Term Facility which is a separate tranche, subordinated in right of payment and pari passu or subordinated in right of security in respect of the Collateral with the Term Loans or Tranche B may be unsecured; provided that to the extent any such Incremental Term Loans (including any Incremental Equivalent Debt) are pari passu or subordinated in right of payment or right of security to the Term Loans, as applicable. (c) Each notice from the Borrower pursuant to this Section shall set forth the requested amount and proposed terms of the relevant Incremental Extension of Credit. Any additional bank, financial institution, existing Lender or other Person that elects to extend Incremental Extensions of Credit they shall be subject to intercreditor arrangements reasonably satisfactory to the Administrative Agent, and (viii) except as otherwise permitted herein, (A) the terms of any Incremental Term Loans which are effected by an increase to any then-existing Term Facility shall be consistent with the terms (including pricing and maturity date) applicable to any then-existing Term Loans and (B) except as expressly permitted above, the terms of any Incremental Term Loans which are effected as a separate tranche shall be on terms not materially more favorable to the holders of such Incremental Term Loans (as reasonably determined by the Administrative Agent) than the terms of any then-existing Term Facility (and in any event shall share ratably in any voluntary and mandatory prepayments of the Term Facility and, to the extent secured by the Collateral on a pari passu basis with the Term Loans, any proceeds from the enforcement of Collateral unless the Borrowers and the lenders in respect of such Incremental Term Facility elect lesser payments), (ix) Commitments with respect to any Incremental Revolver Facility shall become Revolver Commitments hereunder and the terms of any Incremental Revolver Facility will be identical (including pricing and maturity) to the terms of the initial Revolver Facility. Notwithstanding the foregoing, without the consent of the Administrative Agent, (x) each Incremental Facility effected pursuant to this paragraph shall be in a minimum amount of at least $20.0 million and (y) no more than five (5) Incremental Facilities will be effected after the Closing Date. No Lender shall have any obligation to participate in any Incremental Facility described in this paragraph unless it agrees to do so in its sole discretion. To the extent the proceeds of any Incremental Term Facility are intended to be applied to finance a Limited Condition Acquisition, the condition precedent set forth in Section 4.02(c) shall be subject to the standard set forth in Section 2.23(a)(i) and the condition precedent set forth in Section 4.02(d) shall, with the consent of the Lenders providing such Incremental Term Facility, only apply to the Specified Acquisition Agreement Representations and the Specified Representations. (b) Incremental Facilities shall only be provided by any existing Lender and any other Eligible Assignee which, with the consent of the Lead Borrower and (to the extent such consent would be required under Section 9.04 with respect to an assignment of Loans to such person) the consent (which consent shall not be unreasonably withheld) of the Administrative Agent (and, in the case of any Revolving Commitment IncreaseIncremental Revolver Facility, each the Swingline Lender and any Issuing Bank), elects to become a “Lender” under this Agreement in connection with any transaction described in Section 2.23(a) (any such bank, financial institution, existing Lender or other Person being called an a “Additional New Lender”) and). Such New Lender shall execute a New Lender Supplement (each, if not already a Lender“New Lender Supplement”), substantially in the form of Exhibit K, whereupon such New Lender shall become a Lender under for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement pursuant to an amendment (an “Incremental Facility Amendment”) to this Agreement and, as appropriate, and the other Loan Documents, executed and, except as otherwise provided above in clause (a)(vii), shall benefit equally and ratably from the Guarantees and security interests created by the Borrower, such Additional Lender Security Documents; provided that (i) the Sponsor and the Administrative Agent. No Lender any Non-Debt Fund Affiliate shall be obligated permitted (without Administrative Agent consent) to provide Incremental Term Loans, it being understood that in connection with such Incremental Term Loans, the Sponsor and any such Non-Debt Fund Affiliate, as applicable, shall be subject to the restrictions applicable to such persons under Section 9.04 as if such Incremental Term Loans were Term Loans that had been obtained by way of assignment and (ii) any Debt Fund Affiliate shall be permitted to provide any Incremental Extension Term Loans, provided that in connection therewith, such Debt Fund Affiliate shall be subject to the restrictions applicable to Debt Fund Affiliates under Section 9.04 as if such Incremental Term Loans were Term Loans that had been obtained by way of Credit, unless it so agrees. Commitments in respect assignment. (c) Each Lender or New Lender providing a portion of any Incremental Extensions Facility shall execute and deliver to the Administrative Agent and the Borrower all such documentation (including the relevant Incremental Facility Agreement) as may be reasonably required by the Administrative Agent to evidence and effectuate such Incremental Facility. Notwithstanding anything to the contrary in this Agreement, each of Credit shall become Commitments (or in the case of any Revolving Commitment Increase parties hereto hereby agrees that pursuant to be provided by an existing Revolving LenderIncremental Facility Agreement, an increase in such Revolving Lender’s Revolving Commitment) under this Agreement upon shall be amended to the effectiveness extent (but only to the extent) necessary to reflect the existence and terms of the applicable Incremental Facilities evidenced thereby. Any such Incremental Facility Amendment. An Incremental Facility Amendment may, without Agreement may be effected in writing by the Administrative Agent with the consent of the Borrowers (not to be unreasonably withheld) and furnished to the other parties hereto. Without limiting the foregoing, in connection with any other LendersIncremental Facility, effect such amendments the respective Loan Parties shall (at their expense) amend (and the Administrative Agent is hereby directed to this Agreement or amend) any other Loan Security Document as may be necessary or appropriate, to reflect the increase in the opinion of the Administrative Agent, to effect the provisions of Indebtedness under this Section Agreement. (including to provide for voting provisions applicable d) Prior to the Additional Lenders comparable to the provisions of clause (B) of the second proviso of Section 9.02(b)). The effectiveness of any Incremental Facility Amendment shallAgreement and the Incremental Loans thereunder, unless otherwise agreed to the Administrative Agent shall have received customary legal opinions, board resolutions, reaffirmation agreements and other closing documents and certificates reasonably requested by the Administrative Agent and the Additional Lenders, be subject to the satisfaction consistent with those delivered on the effective date thereof of each Closing Date under Section 4.01. The proceeds of the conditions set forth in Section 4.02 (it being understood and agreed that all references to a Borrowing in Section 4.02 shall Incremental Term Loans may be deemed to refer to the applicable Incremental Facility Amendment)used for any purpose not otherwise prohibited hereunder. (de) On Upon the date of effectiveness implementation of any Revolving Commitment Increase, Incremental Revolver Facility pursuant to this Section 2.23: (i) the aggregate principal amount of the Revolving Loans outstanding (the “Existing Revolving Borrowings”) immediately prior to the effectiveness of such Revolving Commitment Increase shall be deemed to be repaid, (ii) each Revolving Commitment Increase Lender that shall have had a Revolving Commitment prior to the effectiveness of such Revolving Commitment Increase shall pay to the Administrative Agent in same day funds an amount equal to the amount, if any, by which (A) (1) such Revolving Commitment Increase Lender’s Applicable Percentage (calculated after giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount of the Resulting Revolving Borrowings (as hereinafter defined) exceeds (B) (1) such Revolving Commitment Increase Lender’s Applicable Percentage (calculated without giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount of the Existing Revolving Borrowings, (iii) each Revolving Commitment Increase Lender that shall not have had a Revolving Commitment prior to the effectiveness of such Revolving Commitment Increase shall pay to Administrative Agent in same day funds an amount equal to (1) such Revolving Commitment Increase Lender’s Applicable Percentage (calculated after giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount of the Resulting Revolving Borrowings, (iv) after the Administrative Agent receives the funds specified in clauses (ii) and (iii) above, the Administrative Agent shall pay to each Revolving Lender the portion of such funds that is equal to the amount, if any, by which (A) (1) such Revolving Lender’s Applicable Percentage (calculated without giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount of the Existing Revolving Borrowings, exceeds (B) (1) such Revolving Lender’s Applicable Percentage (calculated after giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount of the Resulting Revolving Borrowings, (v) after the effectiveness of such Revolving Commitment Increase, the Borrower shall be deemed to have made new Revolving Borrowings (the “Resulting Revolving Borrowings”) in an aggregate principal amount equal to the aggregate principal amount of the Existing Revolving Borrowings and of the Types and for the Interest Periods specified in a Borrowing Request delivered to the Administrative Agent in accordance with Section 2.03 (and the Borrower shall deliver such Borrowing Request), (vi) each Revolving Lender shall be deemed to hold its Applicable Percentage of each Resulting Revolving Borrowing (calculated after giving effect to the effectiveness of such Revolving Commitment Increase) and (vii) the Borrower shall pay each Revolving Lender any and all accrued but unpaid interest on its Loans comprising the Existing Revolving Borrowings. The deemed payments of the Existing Revolving Borrowings made pursuant to clause (i) above shall be subject to compensation by the Borrower pursuant to the provisions of Section 2.15 if the date of the effectiveness of such Revolving Commitment Increase occurs other than on the last day of the Interest Period relating thereto. Upon each Revolving Commitment Increase pursuant to this Section, each Revolving Revolver Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Revolving Commitment Increase relevant Incremental Revolver Facility Lender, and each such Revolving Commitment Increase relevant Incremental Revolver Facility Lender will automatically and without further act be deemed to have assumed, assumed a portion of such Revolving Revolver Lender’s participations hereunder in outstanding Letters of Credit and Swingline Loans such that, after giving effect to such Revolving Commitment Increase and each such deemed assignment and assumption of participations, the percentage all of the aggregate outstanding Revolver Lenders’ (including each Incremental Revolver Facility Lender) (A) participations hereunder in Standby Letters of Credit and (B) participations hereunder in Swingline Loans shall be held by each Revolving Lender Pro Rata on the basis of their respective Revolver Commitments (after giving effect to any increase in the Revolver Commitment pursuant to Section 2.23) and (ii) the existing Revolver Lenders shall assign Revolver Loans to certain other Revolver Lenders (including the Revolver Lenders providing the relevant Incremental Revolver Facility), and such other Revolver Lenders (including the Revolver Lenders providing the relevant Incremental Revolver Facility) shall purchase such Revolver Loans, in each such Revolving case to the extent necessary so that all of the Revolver Lenders participate in each outstanding Borrowing of Revolver Loans Pro Rata on the basis of their respective Revolver Commitments (after giving effect to any increase in the Revolver Commitment Increase Lender) will equal such Revolving Lender’s Applicable Percentagepursuant to this Section 2.23); it being understood and agreed 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 this clause (i).

Incremental Extensions of Credit. (a) At any time and from time to time, subject Subject to the terms and conditions set forth herein, the Borrower maymay at any time and from time to time, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy of such notice to each of the Lenders), (a) at any time prior to the Term Loan Maturity Date, request (i) to add one or more additional tranches of term loans (the “Incremental Term Loans”), "INCREMENTAL TERM LOANS") in minimum principal amounts of $25,000,000 and (iib) solely during at any time prior to the Revolving Availability PeriodMaturity Date, one or more increases in request to add additional revolving commitments (the aggregate amount of the Revolving Commitments (each such increase, a “Revolving Commitment Increase” "INCREMENTAL REVOLVING COMMITMENTS" and, together with the Incremental Term Loans, the “Incremental Extensions "INCREMENTAL EXTENSIONS OF CREDIT") in minimum principal amounts of Credit”) or (iii) $25,000,000; PROVIDED that immediately prior to incur Alternative Incremental Facility Debt, in an aggregate principal amount not to exceed the sum of (x) $125,000,000 plus (y) an additional amount if, immediately and after giving effect to the incurrence of such additional amount any Incremental Facility Amendment (but without giving effect to any amount incurred simultaneously under the immediately preceding clause (x)) and the application of the proceeds therefrom (and assuming that the full amount of such Incremental Extension of Credit has been funded and that such Incremental Extension of Credit is securedas defined below), the Total Secured Net Leverage Ratio(a) no Default has occurred or is continuing or shall result therefrom and (b) on a Pro Forma Basis, recomputed as of the last day of the most recently ended Fiscal Quarter, is equal to or less than 2.50 to 1.00 (provided that if the proceeds fiscal quarter of the applicable Incremental Extension of Credit Borrower for which financial statements are to be used to finance a Limited Condition Acquisition then the calculation under this clause (y) may be satisfied in accordance with the terms of the Borrower’s LCA Election under Section 1.03); provided that at the time of each such request and upon the effectiveness of the applicable Incremental Facility Amendmentavailable, (A) no Default has occurred and is continuing or shall result therefrom (provided that if the proceeds of the applicable Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition then the condition precedent set forth in this clause (A) may be limited to Defaults described in clauses (a), (b), (h) and (i) of Section 7.01), (B) the representations and warranties of the Loan Parties set forth in the Loan Documents would be true and correct in all material respects (or, in the case of representations and warranties qualified as to materiality, in all respects) on and as of the date of, and immediately after giving effect to, the effectiveness of the applicable Incremental Facility Amendment, except in the case of any such representation and warranty that expressly relates to a prior date, in which case such representation and warranty shall be true and correct in all material respects (or in all respects, as applicable) as of such earlier date (provided that if the proceeds of the applicable Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition, then the condition precedent set forth in this clause (B) may be limited to customary “specified representations and warranties” with respect to the Borrower and the Restricted Subsidiaries and (y) customary specified acquisition agreement representations with respect to the Person to be acquired), (C) after giving effect to the applicable Incremental Extension of Credit and the application of the proceeds therefrom (and assuming that the full amount of such Incremental Extension of Credit shall have been funded as Loans on such date), the Borrower shall be in compliance on a Pro Forma Basis with the financial covenants set forth contained in Sections 6.11 6.12 and 6.12 recomputed as of the last day of the most recently ended Fiscal Quarter (provided that if the proceeds of the applicable Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition then the condition precedent set forth in this clause (C) may be satisfied in accordance with the terms of the Borrower’s LCA Election under Section 1.03) 6.13 and (Dii) the Borrower shall have delivered a certificate of a Responsible Officer to the effect set forth in the immediately preceding clauses (A), (B) and (C), together with reasonably detailed calculations demonstrating compliance with the immediately preceding clause (C) (which calculations shall, if made as of the last day of any Fiscal Quarter for which the Borrower has not delivered to the Administrative Agent the financial statements and certificate of a Responsible Officer required to be delivered by Section 5.01(a) or 5.01(b) and Section 5.01(c), respectively, be accompanied by a reasonably detailed calculation of Consolidated EBITDA for the relevant period). For purposes of demonstrating compliance with clause of the immediately preceding sentence (C), any Revolving Commitment Increase shall be deemed to be fully drawn as of the last day of the most recently ended Fiscal Quarter. In connection with any calculation of the Total Net Senior Secured Net Leverage Ratio or the Total Net Leverage Ratio for purposes of this Section 2.20(a), the cash proceeds of the applicable Incremental Extension of Credit will not be deducted from Total Indebtedness or Senior Secured Indebtedness, respectively, when making such calculation. Each tranche of Incremental Term Loans and each Revolving Commitment Increase shall be in an integral multiple of $10,000,000 and be in an aggregate principal amount that is not less than $50,000,000; provided that such amount may be less than $50,000,000 if such amount represents all the remaining availability under the aggregate principal amount of 2.50 to 1.00. The Incremental Extensions of Credit set forth above. (ba) The Incremental Term Loans shall (i) shall rank pari passu or junior in right of payment in respect of the Collateral and with the Obligations in respect of the Revolving Commitments, the Tranche A Term Loans and the Tranche B Term Loans, (ii) for purposes of mandatory prepayments, shall have terms (when taken as a whole) treated no more favorably than (x) in the case of Incremental Term Loans consisting of “tranche A” term loansLoans, the Tranche A Term Loans be in an aggregate principal amount not exceeding $100,000,000 and (yii) in the case of Incremental Revolving Commitments, be in an aggregate principal amount not exceeding $50,000,000, (b) shall rank PARI PASSU in right of payment and right of security in respect of the Collateral with the Term Loans consisting of “tranche B” term loansor the Revolving Loans, Tranche B Term Loans as the case may be, and (iiic) other than amortization, pricing or and maturity date, shall have the same terms (when taken as a whole) that are applicable prior to the Latest Maturity Date (at the time of incurrence) no more restrictive than the terms (when taken as a whole) (x) in the case of Incremental Term Loans consisting of “tranche A” term loans, applicable to the Tranche A Term Loans and (y) in the case of Incremental Term Loans consisting of “tranche B” term loans, the Tranche B Term Loans (in each case, as determined by the Borrower in its reasonable business judgment in consultation with the Administrative Agent) unless otherwise consented to by the Administrative Agent; provided that (A) if the Weighted Average Yield relating to any Incremental Term Loan consisting of additional “tranche A” term loans or “tranche B” term loans exceeds the Weighted Average Yield relating to the Tranche A Term Loans or the Tranche B Term LoansRevolving Commitments, as applicable, as in effect immediately prior to the effectiveness of the applicable Incremental Facility Amendment by more than 0.50%(the "EXISTING EXTENSIONS OF CREDIT"); PROVIDED that (i) if the Applicable Rate (which, then for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing such Incremental Extensions of Credit) relating to any Incremental Extension of Credit exceeds the Applicable Rate relating to the Tranche A Term Loans or Tranche B Term Loansanalogous Existing Extensions of Credit by more than 0.25%, as applicablethe Applicable Rate relating to the analogous Existing Extensions of Credit shall be adjusted to be equal to the Applicable Rate (which, for such purposes only, shall be adjusted so that the Weighted Average Yield relating deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing such Incremental Term Loans shall not exceed the Weighted Average Yield Extensions of Credit) relating to the Tranche A Term Loans or the Tranche B Term Loans, as applicable, by more than 0.50%; provided, however, that (x) the requirements set forth in this clause (A) shall not apply to any applicable Incremental Extensions of Credit minus 0.25%, (ii) the effective date Incremental Extensions of which is more than 12 months after the Effective Date and (y) any increase Credit in the Applicable Rate required pursuant to this clause (A) resulting from the application form of any interest rate “floor” on any Incremental Term Loan consisting of “tranche A” term loans or “tranche B” term loans will be effected solely through the establishment or increase of an interest rate “floor” on the Tranche A Term Loans or Tranche B Term Loans, as applicable, (B) any Incremental Term Loan consisting of “tranche A” term loans or “tranche B” term loans shall not have a final maturity date earlier than the Tranche A Term Loan Maturity Date or Tranche B Term Maturity Date, as applicable, and (C) any Incremental Term Loan consisting Extensions of “tranche A” term loans or “tranche B” term loans Credit in the form of Incremental Revolving Commitments shall not have a Weighted Average Life to Maturity that is shorter final maturity date earlier than the Weighted Average Life to Revolving Maturity of the then-remaining Tranche A Term Loans or Tranche B Term Loans, as applicable. (c) Each notice from the Borrower pursuant to this Section shall set forth the requested amount and proposed terms of the relevant Incremental Extension of Credit. Any additional bank, financial institution, existing Lender or other Person that elects to extend Incremental Extensions of Credit shall be reasonably satisfactory to the Borrower and the Administrative Agent (and, in the case of any Revolving Commitment Increase, each Issuing Bank) (any such bank, financial institution, existing Lender or other Person being called an “Additional Lender”) and, if not already a Lender, shall become a Lender under this Agreement pursuant to an amendment (an “Incremental Facility Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, such Additional Lender and the Administrative Agent. No Lender shall be obligated to provide any Incremental Extension of Credit, unless it so agrees. Commitments in respect of any Incremental Extensions of Credit shall become Commitments (or in the case of any Revolving Commitment Increase to be provided by an existing Revolving Lender, an increase in such Revolving Lender’s Revolving Commitment) under this Agreement upon the effectiveness of the applicable Incremental Facility Amendment. An Incremental Facility Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement or any other Loan Document as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section (including to provide for voting provisions applicable to the Additional Lenders comparable to the provisions of clause (B) of the second proviso of Section 9.02(b)). The effectiveness of any Incremental Facility Amendment shall, unless otherwise agreed to by the Administrative Agent and the Additional Lenders, be subject to the satisfaction on the effective date thereof of each of the conditions set forth in Section 4.02 (it being understood and agreed that all references to a Borrowing in Section 4.02 shall be deemed to refer to the applicable Incremental Facility Amendment). (d) On the date of effectiveness of any Revolving Commitment Increase, (i) the aggregate principal amount of the Revolving Loans outstanding (the “Existing Revolving Borrowings”) immediately prior to the effectiveness of such Revolving Commitment Increase shall be deemed to be repaid, (ii) each Revolving Commitment Increase Lender that shall have had a Revolving Commitment prior to the effectiveness of such Revolving Commitment Increase shall pay to the Administrative Agent in same day funds an amount equal to the amount, if any, by which (A) (1) such Revolving Commitment Increase Lender’s Applicable Percentage (calculated after giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount of the Resulting Revolving Borrowings (as hereinafter defined) exceeds (B) (1) such Revolving Commitment Increase Lender’s Applicable Percentage (calculated without giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount of the Existing Revolving Borrowings, (iii) each Revolving Commitment Increase Lender that shall not have had a Revolving Commitment prior to the effectiveness of such Revolving Commitment Increase shall pay to Administrative Agent in same day funds an amount equal to (1) such Revolving Commitment Increase Lender’s Applicable Percentage (calculated after giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount of the Resulting Revolving Borrowings, (iv) after the Administrative Agent receives the funds specified in clauses (ii) Date and (iii) above, the Administrative Agent shall pay to each Revolving Lender the portion of such funds that is equal to the amount, if any, by which (A) (1) such Revolving Lender’s Applicable Percentage (calculated without giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount of the Existing Revolving Borrowings, exceeds (B) (1) such Revolving Lender’s Applicable Percentage (calculated after giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount of the Resulting Revolving Borrowings, (v) after the effectiveness of such Revolving Commitment Increase, the Borrower shall be deemed to have made new Revolving Borrowings (the “Resulting Revolving Borrowings”) in an aggregate principal amount equal to the aggregate principal amount of the Existing Revolving Borrowings and of the Types and for the Interest Periods specified in a Borrowing Request delivered to the Administrative Agent in accordance with Section 2.03 (and the Borrower shall deliver such Borrowing Request), (vi) each Revolving Lender shall be deemed to hold its Applicable Percentage of each Resulting Revolving Borrowing (calculated after giving effect to the effectiveness of such Revolving Commitment Increase) and (vii) the Borrower shall pay each Revolving Lender any and all accrued but unpaid interest on its Loans comprising the Existing Revolving Borrowings. The deemed payments of the Existing Revolving Borrowings made pursuant to clause (i) above shall be subject to compensation by the Borrower pursuant to the provisions of Section 2.15 if the date of the effectiveness of such Revolving Commitment Increase occurs other than on the last day of the Interest Period relating thereto. Upon each Revolving Commitment Increase pursuant to this Section, each Revolving Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Revolving Commitment Increase Lender, and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of such Revolving Lender’s participations hereunder in outstanding Letters of Credit such that, after giving effect to such Revolving Commitment Increase and each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding participations hereunder in Letters of Credit held by each Revolving Lender (including each such Revolving Commitment Increase Lender) will equal such Revolving Lender’s Applicable Percentage.Incremental

Incremental Extensions of Credit. (a) At any time and from time to time, subject to the terms and conditions set forth herein, the Borrower may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request to add (i) to add one or more additional tranches of term loans in the form of either a “Tranche A Term Loan” or a “Tranche B Term Loan” (the “Incremental Term Loans”), ) or (ii) solely during the Revolving Availability Period, one or more increases in the aggregate amount of the Revolving Commitments (each such increase, a “Revolving Commitment Increase” and, together with the Incremental Term Loans, the “Incremental Extensions of Credit”) or (iii) to incur Alternative Incremental Facility Debt, in an aggregate principal amount not to exceed the sum of (x) $125,000,000 plus (y) an additional amount if, immediately after giving effect to the incurrence of such additional amount (but without giving effect to any amount incurred simultaneously under the immediately preceding clause (x)) and the application of the proceeds therefrom (and assuming that the full amount of such Incremental Extension of Credit has been funded and that such Incremental Extension of Credit is secured), the Total Secured Net Leverage Ratio, recomputed as of the last day of the most recently ended Fiscal Quarter, is equal to or less than 2.50 to 1.00 (provided that if the proceeds of the applicable Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition then the calculation under this clause (y) may be satisfied in accordance with the terms of the Borrower’s LCA Election under Section 1.03); provided that at the time of each such request and upon the effectiveness of the applicable each Incremental Facility Amendment, (A) no Default has occurred and is continuing or shall result therefrom (provided that if the proceeds of the applicable Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition then the condition precedent set forth in this clause (A) may be limited to Defaults described in clauses (a), (b), (h) and (i) of Section 7.01)therefrom, (B) the representations and warranties of the each Loan Parties Party set forth in the Loan Documents would shall be true and correct in all material respects (or, in the case of representations and warranties qualified as to materiality, in all respects) on at and as of the date of, and immediately after giving effect to, the effectiveness of the applicable Incremental Facility Amendmenteach such time, except in the case of any such representation and warranty that expressly relates to a prior date, in which case such representation and warranty shall be true and correct in all material respects (or in all respects, as applicable) as of such earlier date (provided that if the proceeds of the applicable Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition, then the condition precedent set forth in this clause (B) may be limited to customary “specified representations and warranties” with respect to the Borrower and the Restricted Subsidiaries and (y) customary specified acquisition agreement representations with respect to the Person to be acquired)date, (C) after giving effect to the applicable Incremental Extension of Credit and the application of the proceeds therefrom (and assuming that the full amount of such Incremental Extension of Credit shall have been funded as Loans on such date), the Borrower shall be in compliance on a Pro Forma Basis after giving effect to the incurrence or assumption of such Indebtedness (and the application of the proceeds therefrom) with the financial covenants set forth contained in Sections 6.11 and 6.12 recomputed as of the last day of the most recently ended Fiscal Quarter (provided that if the proceeds fiscal quarter of the applicable Incremental Extension of Credit Borrower for which financial statements are required to be used have been delivered pursuant to finance a Limited Condition Acquisition then the condition precedent set forth in this clause (CSection 5.01(b) may be satisfied in accordance with the terms of the Borrower’s LCA Election under Section 1.03or 5.01(d) and (D) the Borrower shall have delivered a certificate of a Responsible Officer to the effect set forth in the immediately preceding clauses (A), (B) and clause (C)) above, together with reasonably detailed calculations demonstrating compliance with the immediately preceding clause (C) above (which calculations shall, if made as of the last day of any Fiscal Quarter fiscal quarter of the Borrower for which the Borrower has not delivered to the Administrative Agent the financial statements and certificate of a Responsible Officer the Compliance Certificate required to be delivered by Section 5.01(a5.01(b) or 5.01(b5.01(d) and Section 5.01(c5.01(e), respectively, be accompanied by a reasonably detailed calculation of Consolidated EBITDA and Consolidated Pro Forma Debt Service for the relevant period). For purposes of demonstrating compliance with clause Notwithstanding anything to contrary herein, the aggregate principal amount of the immediately preceding sentence Incremental Extensions of Credit shall not exceed the sum of (C)x) $500,000,000 and (y) an amount in excess thereof so long as the Total Net Leverage Ratio, any Revolving Commitment Increase shall be deemed to be fully drawn recomputed on a Pro Forma Basis as of the last day of the most recently ended Fiscal Quarter. In connection with any calculation fiscal quarter of the Total Secured Net Leverage Ratio Borrower for which financial statements are required to have been delivered pursuant to Section 5.01(b) or the Total Net Leverage Ratio for purposes of this Section 2.20(a5.01(d), the cash proceeds of after giving effect to the applicable Incremental Extension of Credit will (and, if such Incremental Extension of Credit is in the form of a Revolving Commitment Increase, assuming for purposes of this calculation that such Revolving Commitment Increase is fully drawn as of the last day of such fiscal quarter) and the application of the proceeds thereof, is not be deducted from Total Indebtedness or Senior Secured Indebtedness, respectively, when making such calculationgreater than 5.00 to 1.00. Each tranche of Incremental Term Loans and each Revolving Commitment Increase shall be in an integral multiple of $10,000,000 1,000,000 and be in an aggregate principal amount that is not less than $50,000,00010,000,000; provided that such amount may be less than $50,000,000 10,000,000 if such amount represents all the remaining availability under the aggregate principal amount of Incremental Extensions of Credit set forth above. (b) The Incremental Term Loans (i) shall rank pari passu or junior in right of payment in respect of the Collateral and with the Obligations in respect of the Revolving Commitments, the Tranche A Term Loans and the Tranche B Term Loans, (ii) for purposes of mandatory prepayments, shall have terms be treated substantially the same as (when taken as a whole) treated and in any event no more favorably than (xthan) in the case applicable Class of Incremental Term Loans consisting of “tranche A” term loans, the Tranche A Term Loans and (y) in the case of Incremental Term Loans consisting of “tranche B” term loans, Tranche B Term Loans and (iii) other than amortization, pricing or pricing, maturity datedate and any other terms acceptable to the Administrative Agent, shall have the same terms (when taken as a whole) that are the applicable prior to the Latest Maturity Date (at the time Class of incurrence) no more restrictive than the terms (when taken as a whole) (x) in the case of Incremental Term Loans consisting of “tranche A” term loans, applicable to the Tranche A Term Loans and (y) in the case of Incremental Term Loans consisting of “tranche B” term loans, the Tranche B Term Loans (in each case, as determined by the Borrower in its reasonable business judgment in consultation with the Administrative Agent) unless otherwise consented to by the Administrative AgentLoans; provided that (A) if the Weighted Average Yield relating to any Incremental Term Loan consisting of additional “tranche A” term loans or “tranche B” term loans exceeds the Weighted Average Yield relating to the Tranche A applicable Class of Term Loans or the Tranche B Term Loans, as applicable, immediately prior to the effectiveness of the applicable Incremental Facility Amendment by more than 0.50%, then the Applicable Rate relating to the Tranche A applicable Class of Term Loans or Tranche B Term Loans, as applicable, shall be adjusted so that the Weighted Average Yield relating to such Incremental Term Loans shall not exceed the Weighted Average Yield relating to the Tranche A applicable Class of Term Loans or the Tranche B Term Loans, as applicable, by more than 0.50%; provided, however, that (x) the requirements set forth in this clause (A) shall not apply to any Incremental Extensions of Credit the effective date of which is more than 12 months after the Effective Date and (y) any increase in the Applicable Rate required pursuant to this clause (A) resulting from the application of any interest rate “floor” on any Incremental Term Loan consisting of “tranche A” term loans or “tranche B” term loans will be effected solely through the establishment or increase of an interest rate “floor” on the Tranche A Term Loans or Tranche B Term Loans, as applicable, (B) any Incremental Term Loan consisting of “tranche A” term loans or “tranche B” term loans shall not have a final maturity date earlier than the Tranche A Term Maturity Date or Tranche B for the applicable Class of Term Maturity Date, as applicable, Loans and (C) any Incremental Term Loan consisting of “tranche A” term loans or “tranche B” term loans shall not have a Weighted Average Life to Maturity weighted average life that is shorter than the Weighted Average Life to Maturity weighted average life of the then-remaining Tranche A Term Loans or Tranche B of the applicable Class. In the case of any second lien Incremental Term Loans, as applicablesuch Indebtedness shall be subject to the terms of an Intercreditor Agreement. (c) Each notice from the Borrower pursuant to this Section 2.21 shall set forth the requested amount and proposed terms of the relevant Incremental Extension of Credit. Any additional bank, financial institution, existing Lender or other Person that elects to extend Incremental Extensions of Credit shall be reasonably satisfactory to the Borrower and the Administrative Agent (and, in the case of any Revolving Commitment Increase, each Issuing BankBank and the Swingline Lender) (any such bank, financial institution, existing Lender or other Person being called an “Additional Lender”) and, if not already a Lender, shall become a Lender under this Agreement pursuant to an amendment (an “Incremental Facility Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by Holdings, the Borrower, such Additional Lender and the Administrative Agent. No Lender shall be obligated to provide provided any Incremental Extension of Credit, unless it so agrees. Commitments in respect of any Incremental Extensions of Credit shall become Commitments (or in the case of any Revolving Commitment Increase to be provided by an existing Revolving Lender, an increase in such Revolving Lender’s Revolving Commitment) under this Agreement upon the effectiveness of the applicable Incremental Facility AmendmentAgreement. An Incremental Facility Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement or any other Loan Document as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.21 (including to provide for voting provisions applicable to the Additional Lenders comparable to the provisions of clause (B) of the second proviso of Section 9.02(b)). The effectiveness of any Incremental Facility Amendment shall, unless otherwise agreed to by the Administrative Agent and the Additional Lenders, be subject to the satisfaction on the effective date thereof (each, an “Incremental Facility Closing Date”) of each of the conditions set forth in Section 4.02 (it being understood and agreed that all references to a Borrowing “the date of such Borrowing” in Section 4.02 shall be deemed to refer to the applicable Incremental Facility AmendmentClosing Date). (d) On the date of effectiveness of any Revolving Commitment Increase, (i) the aggregate principal amount of the Revolving Loans outstanding (the “Existing Revolving Borrowings”) immediately prior to the effectiveness of such Revolving Commitment Increase shall be deemed to be repaid, (ii) each Revolving Commitment Increase Lender that shall have had a Revolving Commitment prior to the effectiveness of such Revolving Commitment Increase shall pay to the Administrative Agent in same day funds an amount equal to the amount, if any, by which (A) (1) such Revolving Commitment Increase Lender’s Applicable Percentage (calculated after giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount of the Resulting Revolving Borrowings (as hereinafter defined) exceeds (B) (1) such Revolving Commitment Increase Lender’s Applicable Percentage (calculated without giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount of the Existing Revolving Borrowings, (iii) each Revolving Commitment Increase Lender that shall not have had a Revolving Commitment prior to the effectiveness of such Revolving Commitment Increase shall pay to Administrative Agent in same day funds an amount equal to (1) such Revolving Commitment Increase Lender’s Applicable Percentage (calculated after giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount of the Resulting Revolving Borrowings, (iv) after the Administrative Agent receives the funds specified in clauses (ii) and (iii) above, the Administrative Agent shall pay to each Revolving Lender the portion of such funds that is equal to the amount, if any, by which (A) (1) such Revolving Lender’s Applicable Percentage (calculated without giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount of the Existing Revolving Borrowings, exceeds (B) (1) such Revolving Lender’s Applicable Percentage (calculated after giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount of the Resulting Revolving Borrowings, (v) after the effectiveness of such Revolving Commitment Increase, the Borrower shall be deemed to have made new Revolving Borrowings (the “Resulting Revolving Borrowings”) in an aggregate principal amount equal to the aggregate principal amount of the Existing Revolving Borrowings and of the Types and for the Interest Periods specified in a Borrowing Request delivered to the Administrative Agent in accordance with Section 2.03 (and the Borrower shall deliver such Borrowing Request), (vi) each Revolving Lender shall be deemed to hold its Applicable Percentage of each Resulting Revolving Borrowing (calculated after giving effect to the effectiveness of such Revolving Commitment Increase) and (vii) the Borrower shall pay each Revolving Lender any and all accrued but unpaid interest on its Loans comprising the Existing Revolving Borrowings. The deemed payments of the Existing Revolving Borrowings made pursuant to clause (i) above shall be subject to compensation by the Borrower pursuant to the provisions of Section 2.15 2.16 if the date of the effectiveness of such Revolving Commitment Increase occurs other than on the last day of the Interest Period relating thereto. Upon each Revolving Commitment Increase pursuant to this SectionSection 2.21, each Revolving Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Revolving Commitment Increase Lender, and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of such Revolving Lender’s participations hereunder in outstanding Letters of Credit and Swingline Loans such that, after giving effect to such Revolving Commitment Increase and each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding participations hereunder in Letters of Credit and participations hereunder in Swingline Loans, in each case held by each Revolving Lender (including each such Revolving Commitment Increase Lender) will equal such Revolving Lender’s Applicable Percentage.

Incremental Extensions of Credit. (a) At any time and from time to timetime during the Revolving Availability Period, subject to the terms and conditions set forth herein, the Borrower may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request to add (i) to add one or more additional tranches tranche of term revolving loans (the “Incremental Term Revolving Loans”), ) or (ii) solely during the Revolving Availability Period, one or more increases increase in the aggregate amount of the Revolving Commitments (each such increase, a “Revolving Commitment Increase” and, together with the Incremental Term Revolving Loans, the “Incremental Extensions of Credit”) or (iii) to incur Alternative Incremental Facility Debt, in an aggregate principal amount not to exceed the sum of (x) $125,000,000 plus (y) an additional amount if, immediately after giving effect to the incurrence of such additional amount (but without giving effect to any amount incurred simultaneously under the immediately preceding clause (x)) and the application of the proceeds therefrom (and assuming that the full amount of such Incremental Extension of Credit has been funded and that such Incremental Extension of Credit is secured), the Total Secured Net Leverage Ratio, recomputed as of the last day of the most recently ended Fiscal Quarter, is equal to or less than 2.50 to 1.00 (provided that if the proceeds of the applicable Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition then the calculation under this clause (y) may be satisfied in accordance with the terms of the Borrower’s LCA Election under Section 1.03); provided that at the time of each such request and upon the effectiveness of the applicable each Incremental Facility Amendment, (A) no Default has occurred and is continuing or shall result therefrom (provided that if the proceeds of the applicable Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition then the condition precedent set forth in this clause (A) may be limited to Defaults described in clauses (a), (b), (h) and (i) of Section 7.01)therefrom, (B) the representations and warranties of the Loan Parties set forth in the Loan Documents would be true and correct in all material respects (or, in the case of representations and warranties qualified as to materiality, in all respects) on and as of the date of, and immediately after giving effect to, the effectiveness of the applicable Incremental Facility Amendment, except in the case of any such representation and warranty that expressly relates to a prior date, in which case such representation and warranty shall be true and correct in all material respects (or in all respects, as applicable) as of such earlier date (provided that if the proceeds of the applicable Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition, then the condition precedent set forth in this clause (B) may be limited to customary “specified representations and warranties” with respect to the Borrower and the Restricted Subsidiaries and (y) customary specified acquisition agreement representations with respect to the Person to be acquired), (C) after giving effect to the applicable Incremental Extension of Credit and the application of the proceeds therefrom (and assuming that the full amount of such Incremental Extension of Credit shall have been funded as Loans on such date), the Borrower shall be in compliance on a Pro Forma Basis with the financial covenants set forth contained in Sections 6.11 6.12, 6.13 and 6.12 6.14 recomputed as of the last day of the most most-recently ended Fiscal Quarter (provided that if the proceeds fiscal quarter of the applicable Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition then the condition precedent set forth in this clause Borrower and (C) may be satisfied in accordance with the terms of the Borrower’s LCA Election under Section 1.03) and (D) the Borrower shall have delivered a certificate of a Responsible Financial Officer to the effect set forth in the immediately preceding clauses (A), ) and (B) and (C)above, together with reasonably detailed calculations demonstrating compliance with the immediately preceding clause (CB) above (which calculations shall, if made as of the last day of any Fiscal Quarter fiscal quarter of the Borrower for which the Borrower has not delivered to the Administrative Agent the financial statements and certificate of a Responsible Financial Officer required to be delivered by Section 5.01(a) or 5.01(b(b) and Section 5.01(c), respectively, be accompanied by a reasonably detailed calculation of Consolidated EBITDA and Consolidated Cash Interest Expense for the relevant period). For purposes of demonstrating compliance with clause of the immediately preceding sentence (C)Notwithstanding anything to contrary herein, any Revolving Commitment Increase shall be deemed to be fully drawn as of the last day of the most recently ended Fiscal Quarter. In connection with any calculation of the Total Secured Net Leverage Ratio or the Total Net Leverage Ratio for purposes of this Section 2.20(a), the cash proceeds of the applicable Incremental Extension of Credit will not be deducted from Total Indebtedness or Senior Secured Indebtedness, respectively, when making such calculation. Each tranche of Incremental Term Loans and each Revolving Commitment Increase shall be in an integral multiple of $10,000,000 and be in an aggregate principal amount that is not less than $50,000,000; provided that such amount may be less than $50,000,000 if such amount represents all the remaining availability under the aggregate principal amount of the Incremental Extensions of Credit set forth aboveshall not exceed $25,000,000. (b) The Incremental Term Revolving Loans (i) shall rank pari passu or junior in right of payment in respect of the Collateral and with the Obligations in respect of the Revolving Commitments, the Tranche A Term Loans and the Tranche B Term Loans, (ii) for purposes of mandatory prepayments, shall have terms (when taken as a whole) treated no more favorably than (x) in the case of Incremental Term Loans consisting of “tranche A” term loans, the Tranche A Term Loans and (y) in the case of Incremental Term Loans consisting of “tranche B” term loans, Tranche B Term Loans and (iii) other than amortization, pricing or maturity date, shall have the same terms (when taken as a whole) that are applicable prior to the Latest Maturity Date (at the time of incurrence) no more restrictive than the terms (when taken as a whole) (x) in the case of Incremental Term Loans consisting of “tranche A” term loansRevolving Loans, applicable to the Tranche A Term Loans and (y) in the case of Incremental Term Loans consisting of “tranche B” term loans, the Tranche B Term Loans (in each case, as determined by the Borrower in its reasonable business judgment in consultation with the Administrative Agent) unless otherwise consented to by the Administrative Agent; provided that (A) if the Weighted Average Yield Applicable Rate (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing such Incremental Revolving Loans) relating to any Incremental Term Revolving Loan consisting of additional “tranche A” term loans or “tranche B” term loans exceeds the Weighted Average Yield Applicable Rate relating to the Tranche A Term Revolving Loans or the Tranche B Term Loans, as applicable, immediately prior to the effectiveness of the applicable Incremental Facility Amendment by more than 0.50%Amendment, then the Applicable Rate relating to the Tranche A Term Revolving Loans or Tranche B Term Loansshall be adjusted to be equal to the Applicable Rate (which, as applicablefor such purposes only, shall be adjusted so that the Weighted Average Yield deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing such Incremental Revolving Loans) relating to such Incremental Term Loans shall not exceed the Weighted Average Yield relating to the Tranche A Term Loans or the Tranche B Term Revolving Loans, as applicable, by more than 0.50%; provided, however, that (x) the requirements set forth in this clause (A) shall not apply to any Incremental Extensions of Credit the effective date of which is more than 12 months after the Effective Date and (y) any increase in the Applicable Rate required pursuant to this clause (A) resulting from the application of any interest rate “floor” on any Incremental Term Loan consisting of “tranche A” term loans or “tranche B” term loans will be effected solely through the establishment or increase of an interest rate “floor” on the Tranche A Term Loans or Tranche B Term Loans, as applicable, (B) any Incremental Term Revolving Loan consisting of “tranche A” term loans or “tranche B” term loans shall not have a final maturity date earlier than the Tranche A Term Revolving Maturity Date or Tranche B Term Maturity Date, as applicable, and (C) any Incremental Term Revolving Loan consisting of “tranche A” term loans or “tranche B” term loans shall not have a Weighted Average Life to Maturity weighted average life that is shorter than the Weighted Average Life to Maturity weighted average life of the then-remaining Tranche A Term Loans or Tranche B Term Revolving Loans, as applicable. (c) Each notice from the Borrower pursuant to this Section shall set forth the requested amount and proposed terms of the relevant Incremental Extension of Credit. Any additional bank, financial institution, existing Lender or other Person that elects to extend Incremental Extensions of Credit shall be reasonably satisfactory to the Borrower and the Administrative Agent (and, in the case of any Revolving Commitment Increase, each Issuing Bank) (any such bank, financial institution, existing Lender or other Person being called an “Additional Lender”) and, if not already a Lender, shall become a Lender under this Agreement pursuant to an amendment (an “Incremental Facility Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by Holdings, the Borrower, such Additional Lender and the Administrative Agent. No Lender shall be obligated to provide provided any Incremental Extension of Credit, unless it so agrees. Commitments in respect of any Incremental Extensions of Credit shall become Commitments (or in the case of any Revolving Commitment Increase to be provided by an existing Revolving Lender, an increase in such Revolving Lender’s Revolving Commitment) under this Agreement upon the effectiveness of the applicable Incremental Facility AmendmentAgreement. An Incremental Facility Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement or any other Loan Document Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section (including to provide for voting provisions applicable to the Additional Lenders comparable to the provisions of clause (B) of the second proviso of Section 9.02(b)). The effectiveness of any Incremental Facility Amendment shall, unless otherwise agreed to by the Administrative Agent and the Additional Lenders, be subject to the satisfaction on the effective date thereof (each, an “Incremental Facility Closing Date”) of each of the conditions set forth in Section 4.02 (it being understood and agreed that all references to a Borrowing “the date of such Borrowing” in Section 4.02 shall be deemed to refer to the applicable Incremental Facility AmendmentClosing Date). (d) On the date of effectiveness . The proceeds of any Revolving Commitment Increase, (i) the aggregate principal amount of the Revolving Loans outstanding (the “Existing Revolving Borrowings”) immediately prior to the effectiveness of such Revolving Commitment Increase shall be deemed to be repaid, (ii) each Revolving Commitment Increase Lender that shall have had a Revolving Commitment prior to the effectiveness of such Revolving Commitment Increase shall pay to the Administrative Agent in same day funds an amount equal to the amount, if any, by which (A) (1) such Revolving Commitment Increase Lender’s Applicable Percentage (calculated after giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount of the Resulting Revolving Borrowings (as hereinafter defined) exceeds (B) (1) such Revolving Commitment Increase Lender’s Applicable Percentage (calculated without giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount of the Existing Revolving Borrowings, (iii) each Revolving Commitment Increase Lender that shall not have had a Revolving Commitment prior to the effectiveness of such Revolving Commitment Increase shall pay to Administrative Agent in same day funds an amount equal to (1) such Revolving Commitment Increase Lender’s Applicable Percentage (calculated after giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount of the Resulting Revolving Borrowings, (iv) after the Administrative Agent receives the funds specified in clauses (ii) and (iii) above, the Administrative Agent shall pay to each Revolving Lender the portion of such funds that is equal to the amount, if any, by which (A) (1) such Revolving Lender’s Applicable Percentage (calculated without giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount of the Existing Revolving Borrowings, exceeds (B) (1) such Revolving Lender’s Applicable Percentage (calculated after giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount of the Resulting Revolving Borrowings, (v) after the effectiveness of such Revolving Commitment Increase, the Borrower shall be deemed to have made new Revolving Borrowings (the “Resulting Revolving Borrowings”) in an aggregate principal amount equal to the aggregate principal amount of the Existing Revolving Borrowings and of the Types and for the Interest Periods specified in a Borrowing Request delivered to the Administrative Agent in accordance with Section 2.03 (and the Borrower shall deliver such Borrowing Request), (vi) each Revolving Lender shall be deemed to hold its Applicable Percentage of each Resulting Revolving Borrowing (calculated after giving effect to the effectiveness of such Revolving Commitment Increase) and (vii) the Borrower shall pay each Revolving Lender any and all accrued but unpaid interest on its Loans comprising the Existing Revolving Borrowings. The deemed payments of the Existing Revolving Borrowings made pursuant to clause (i) above shall be subject to compensation by the Borrower pursuant to the provisions of Section 2.15 if the date of the effectiveness of such Revolving Commitment Increase occurs other than on the last day of the Interest Period relating thereto. Upon each Revolving Commitment Increase pursuant to this Section, each Revolving Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Revolving Commitment Increase Lender, and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of such Revolving Lender’s participations hereunder in outstanding Letters Incremental Extensions of Credit such thatwill be used only for general corporate purposes, after giving effect to such Revolving Commitment Increase and each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding participations hereunder in Letters of Credit held by each Revolving Lender (including each such Revolving Commitment Increase Lender) will equal such Revolving Lender’s Applicable PercentagePermitted Acquisitions.

Incremental Extensions of Credit. (a) At any time and from time to timeafter the Restatement Effective Date, subject to the terms and conditions set forth herein, the Borrower mayBorrowers may from time to time, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy of such notice to each of the Lenders), request (i) to add one or more additional tranches of term loans (the “Incremental Term Loans”), (ii) solely during the Revolving Availability Period, one or more increases in the aggregate amount of the Revolving Commitments (each such increase, a “Revolving Commitment Increase” and, together with the Incremental Term Loans, the “Incremental Extensions of Credit”) or (iii) in minimum Dollar Equivalent principal amounts of $50,000,000; provided that immediately prior to incur Alternative Incremental Facility Debt, in an aggregate principal amount not to exceed the sum of (x) $125,000,000 plus (y) an additional amount if, immediately and after giving effect to the incurrence of such additional amount any Incremental Facility Amendment (but without giving effect to any amount incurred simultaneously under the immediately preceding clause (x)) and the application of the proceeds therefrom (and assuming that the full amount of such Incremental Extension of Credit has been funded and that such Incremental Extension of Credit is securedas defined below), the Total Secured Net Leverage Ratio(a) no Default or Event of Default has occurred and is continuing or shall result therefrom, recomputed (b) on a Pro Forma Basis, as of the last day of the most recently ended Fiscal Quarter, is equal to or less than 2.50 to 1.00 (provided that if the proceeds fiscal quarter of the applicable Incremental Extension of Credit are U.S. Borrower for which financial statements have been delivered pursuant to be used to finance a Limited Condition Acquisition then the calculation under this clause (y) may be satisfied in accordance with the terms of the Borrower’s LCA Election under Section 1.03); provided that at the time of each such request and upon the effectiveness of the applicable Incremental Facility Amendment, (A) no Default has occurred and is continuing or shall result therefrom (provided that if the proceeds of the applicable Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition then the condition precedent set forth in this clause (A) may be limited to Defaults described in clauses (a), (b), (h) and (i) of Section 7.01), (B) the representations and warranties of the Loan Parties set forth in the Loan Documents would be true and correct in all material respects (or, in the case of representations and warranties qualified as to materiality, in all respects) on and as of the date of, and immediately after giving effect to5.04, the effectiveness of the applicable Incremental Facility Amendment, except in the case of any such representation and warranty that expressly relates to a prior date, in which case such representation and warranty shall be true and correct in all material respects (or in all respects, as applicable) as of such earlier date (provided that if the proceeds of the applicable Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition, then the condition precedent set forth in this clause (B) may be limited to customary “specified representations and warranties” with respect to the U.S. Borrower and the Restricted Subsidiaries and (y) customary specified acquisition agreement representations with respect to the Person to be acquired), (C) after giving effect to the applicable Incremental Extension of Credit and the application of the proceeds therefrom (and assuming that the full amount of such Incremental Extension of Credit shall have been funded as Loans on such date), the Borrower shall be in compliance on a Pro Forma Basis with the financial covenants set forth Financial Performance Covenants as in Sections 6.11 and 6.12 recomputed as of the last day of the most recently ended Fiscal Quarter (provided that if the proceeds of the applicable Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition then the condition precedent set forth in this clause (C) may be satisfied in accordance with the terms of the Borrower’s LCA Election under Section 1.03) effect at such time and (Dc) the U.S. Borrower shall have delivered a certificate of a Responsible Financial Officer to the effect set forth in the immediately preceding clauses (A), (Ba) and (C)b) above, together with reasonably detailed calculations demonstrating compliance with the immediately preceding clause (Cb) (which calculations shall, if made as of the last day of any Fiscal Quarter for which the Borrower has not delivered to the Administrative Agent the financial statements and certificate of a Responsible Officer required to be delivered by Section 5.01(a) or 5.01(b) and Section 5.01(c), respectively, be accompanied by a reasonably detailed calculation of Consolidated EBITDA for the relevant period)above. For purposes of demonstrating compliance with clause of the immediately preceding sentence (C), any Revolving Commitment Increase shall be deemed to be fully drawn as of the last day of the most recently ended Fiscal Quarter. In connection with any calculation of the Total Secured Net Leverage Ratio or the Total Net Leverage Ratio for purposes of this Section 2.20(a), the cash proceeds of the applicable The Incremental Extension Extensions of Credit will not be deducted from Total Indebtedness or Senior Secured Indebtedness, respectively, when making such calculation. Each tranche of Incremental Term Loans and each Revolving Commitment Increase (a) shall be in an integral multiple of $10,000,000 and be in an aggregate principal amount that is not less than exceeding $50,000,000; provided that such amount may be less than $50,000,000 if such amount represents all the remaining availability under the aggregate principal amount of Incremental Extensions of Credit set forth above. 600,000,000, (b) The Incremental Term Loans (i) shall rank pari passu or junior in right of payment and right of security in respect of the Collateral and with the Obligations in respect of the Revolving Commitments, the Tranche A Term Loans and the Tranche B Term Loans(c) other than amortization, (ii) for purposes of mandatory prepaymentspricing and maturity date, shall have terms substantially similar to those with respect to (when taken 1) in the case of Incremental Extensions of Credit in the form of a tranche A facility, the Tranche A-1 Term Loans and (2) in the case of Incremental Extensions of Credit in the form of a tranche B facility, the Tranche B-1 Term Loans, in each case as in effect immediately prior to the effectiveness of the applicable Incremental Facility Amendment; provided that (i) in the event that the Applicable Margin (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing such Incremental Term Loans) relating to any Incremental Extension of Credit made after the aggregate principal amount of Incremental Extensions of Credit made hereunder exceeds (or that would cause the aggregate principal amount of Incremental Extensions of Credit made hereunder to exceed) $150,000,000 exceeds the Applicable Margin relating to (A) in the case of any Incremental Extensions of Credit in the form of a wholetranche A facility, the Tranche A-1 Term Loans and (B) treated no in the case of any Incremental Extensions of Credit in the form of a tranche B facility, the Tranche B-1 Term Loans, in each case as in effect immediately prior to the effectiveness of the applicable Incremental Facility Amendment, by more favorably than 0.25%, the Applicable Margin relating to (x) in the case of any Incremental Term Loans consisting Extensions of “Credit in the form of a tranche A” term loansA facility, the Tranche A A-1 Term Loans and (y) in the case of any Incremental Term Loans consisting Extension of “tranche B” term loans, Tranche B Term Loans and (iii) other than amortization, pricing or maturity date, shall have terms (when taken as a whole) that are applicable prior to the Latest Maturity Date (at the time of incurrence) no more restrictive than the terms (when taken as a whole) (x) Credit in the case form of Incremental Term Loans consisting of “a tranche A” term loans, applicable to the Tranche A Term Loans and (y) in the case of Incremental Term Loans consisting of “tranche B” term loansB facility, the Tranche B Term Loans (in each case, as determined by the Borrower in its reasonable business judgment in consultation with the Administrative Agent) unless otherwise consented to by the Administrative Agent; provided that (A) if the Weighted Average Yield relating to any Incremental Term Loan consisting of additional “tranche A” term loans or “tranche B” term loans exceeds the Weighted Average Yield relating to the Tranche A Term Loans or the Tranche B B-1 Term Loans, as applicable, immediately prior to the effectiveness of the applicable Incremental Facility Amendment by more than 0.50%, then the Applicable Rate relating to the Tranche A Term Loans or Tranche B Term Loans, as applicable, shall be adjusted so that to be equal to the Weighted Average Yield Applicable Margin (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing such Incremental Extensions of Credit) relating to such Incremental Term Loans shall not exceed the Weighted Average Yield relating to the Tranche A Term Loans or the Tranche B Term LoansExtensions of Credit minus 0.25%, as applicable, by more than 0.50%; provided, however, that (xii) the requirements set forth in this clause (A) shall not apply to any Incremental Extensions of Credit the effective date of which is more than 12 months after the Effective Date and (y) any increase in the Applicable Rate required pursuant to this clause (A) resulting from the application of any interest rate “floor” on any Incremental Term Loan consisting of “tranche A” term loans or “tranche B” term loans will be effected solely through the establishment or increase of an interest rate “floor” on the Tranche A Term Loans or Tranche B Term Loans, as applicable, (B) any Incremental Term Loan consisting of “tranche A” term loans or “tranche B” term loans shall not have a final maturity date earlier than the Tranche A Term Maturity Date or Tranche B Term B-1 Maturity Date, as applicable, and (Ciii) any the Incremental Term Loan consisting Extensions of “tranche A” term loans or “tranche B” term loans Credit shall not have a Weighted Average Life to Maturity weighted average life that is shorter than the Weighted Average Life to Maturity that of the then-remaining weighted average life of the Tranche A B-1 Term Loans and (iv) Incremental Extensions of Credit may be funded in Dollars, Euros or Tranche B Term Loans, Sterling (as applicable. (c) Each notice from agreed by the Borrower pursuant to this Section shall set forth Lenders under the requested amount and proposed terms of the relevant applicable Incremental Extension of CreditFacility Amendment). Any additional bank, financial institution, existing Lender or other Person that elects to extend Incremental Extensions of Credit shall be reasonably satisfactory to the applicable Borrower and the Administrative Agent (and, in the case of any Revolving Commitment Increase, each Issuing Bank) (any such bank, financial institution, existing Lender or other Person being called an “Additional Lender”) and, if not already a Lender, and shall become a Lender under this Agreement Agreement, pursuant to an amendment (an “Incremental Facility Amendment”) to this Agreement Agreement, giving effect to the modifications permitted by this Section 2.23, and, as appropriate, the other Loan Documents, executed by the applicable Borrower, such each Additional Lender and the Administrative Agent. No Lender shall be obligated to provide any Incremental Extension of Credit, unless it so agrees. Commitments in respect of any Incremental Extensions of Credit shall become be Commitments (or in the case of any Revolving Commitment Increase to be provided by an existing Revolving Lender, an increase in such Revolving Lender’s Revolving Commitment) under this Agreement upon the effectiveness of the applicable Incremental Facility AmendmentAgreement. An Incremental Facility Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement or any and the other Loan Document Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section (including to provide for voting provisions applicable to the Additional Lenders comparable to the provisions of clause (B) of the second proviso of Section 9.02(b))2.23. The effectiveness of any Incremental Facility Amendment shall, unless otherwise agreed to by the Administrative Agent and the Additional Lenders, shall be subject to the satisfaction on the effective date thereof (each, an “Incremental Facility Closing Date”) of each of the conditions set forth in Section 4.02 (it being understood and agreed that all references to a Borrowing “the date of such Borrowing” in such Section 4.02 shall be deemed to refer to the applicable Incremental Facility AmendmentClosing Date). (d) On the date of effectiveness of any Revolving Commitment Increase, (i) the aggregate principal amount . The proceeds of the Revolving Loans outstanding (the “Existing Revolving Borrowings”) immediately prior to the effectiveness Incremental Extensions of such Revolving Commitment Increase Credit shall be deemed to be repaid, (ii) each Revolving Commitment Increase Lender that shall have had a Revolving Commitment prior to the effectiveness of such Revolving Commitment Increase shall pay to the Administrative Agent in same day funds an amount equal to the amount, if any, by which (A) (1) such Revolving Commitment Increase Lender’s Applicable Percentage (calculated after giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount used for any mandatory prepayments required hereunder and thereafter for general corporate purposes of the Resulting Revolving Borrowings (as hereinafter defined) exceeds (B) (1) such Revolving Commitment Increase Lender’s Applicable Percentage (calculated without giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount of the Existing Revolving Borrowings, (iii) each Revolving Commitment Increase Lender that shall not have had a Revolving Commitment prior to the effectiveness of such Revolving Commitment Increase shall pay to Administrative Agent in same day funds an amount equal to (1) such Revolving Commitment Increase Lender’s Applicable Percentage (calculated after giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount of the Resulting Revolving Borrowings, (iv) after the Administrative Agent receives the funds specified in clauses (ii) and (iii) above, the Administrative Agent shall pay to each Revolving Lender the portion of such funds that is equal to the amount, if any, by which (A) (1) such Revolving Lender’s Applicable Percentage (calculated without giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount of the Existing Revolving Borrowings, exceeds (B) (1) such Revolving Lender’s Applicable Percentage (calculated after giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount of the Resulting Revolving Borrowings, (v) after the effectiveness of such Revolving Commitment Increase, the Borrower shall be deemed to have made new Revolving Borrowings (the “Resulting Revolving Borrowings”) in an aggregate principal amount equal to the aggregate principal amount of the Existing Revolving Borrowings and of the Types and for the Interest Periods specified in a Borrowing Request delivered to the Administrative Agent in accordance with Section 2.03 (and the Borrower shall deliver such Borrowing Request), (vi) each Revolving Lender shall be deemed to hold its Applicable Percentage of each Resulting Revolving Borrowing (calculated after giving effect to the effectiveness of such Revolving Commitment Increase) and (vii) the Borrower shall pay each Revolving Lender any and all accrued but unpaid interest on its Loans comprising the Existing Revolving Borrowings. The deemed payments of the Existing Revolving Borrowings made pursuant to clause (i) above shall be subject to compensation by the Borrower pursuant to the provisions of Section 2.15 if the date of the effectiveness of such Revolving Commitment Increase occurs other than on the last day of the Interest Period relating thereto. Upon each Revolving Commitment Increase pursuant to this Section, each Revolving Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Revolving Commitment Increase Lender, and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of such Revolving Lender’s participations hereunder in outstanding Letters of Credit such that, after giving effect to such Revolving Commitment Increase and each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding participations hereunder in Letters of Credit held by each Revolving Lender (including each such Revolving Commitment Increase Lender) will equal such Revolving Lender’s Applicable PercentageSubsidiaries.

Incremental Extensions of Credit. (a) At any time and from time to timetime prior to the Tranche B Maturity Date (or, in the case of any Revolving Commitment Increase, during the Revolving Availability Period), subject to the terms and conditions set forth herein, the Borrower may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request to add (i) to add one or more additional tranches of term loans (the “Incremental Term Loans”), ) or (ii) solely during the Revolving Availability Period, one or more increases in the aggregate amount of the Revolving Commitments (each such increase, a “Revolving Commitment Increase” and, together with the Incremental Term Loans, the “Incremental Extensions of Credit”) or (iii) to incur Alternative Incremental Facility Debt, in an aggregate principal amount not to exceed the sum of (x) $125,000,000 plus (y) an additional amount if, immediately after giving effect to the incurrence of such additional amount (but without giving effect to any amount incurred simultaneously under the immediately preceding clause (x)) and the application of the proceeds therefrom (and assuming that the full amount of such Incremental Extension of Credit has been funded and that such Incremental Extension of Credit is secured), the Total Secured Net Leverage Ratio, recomputed as of the last day of the most recently ended Fiscal Quarter, is equal to or less than 2.50 to 1.00 (provided that if the proceeds of the applicable Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition then the calculation under this clause (y) may be satisfied in accordance with the terms of the Borrower’s LCA Election under Section 1.03); provided that at the time of each such request and upon the effectiveness of the applicable each Incremental Facility Amendment, (A) no Default has occurred and is continuing or shall result therefrom (provided that if the proceeds of the applicable Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition then the condition precedent set forth in this clause (A) may be limited to Defaults described in clauses (a), (b), (h) and (i) of Section 7.01), (B) the representations and warranties of the Loan Parties set forth in the Loan Documents would be true and correct in all material respects (or, in the case of representations and warranties qualified as to materiality, in all respects) on and as of the date of, and immediately after giving effect to, the effectiveness of the applicable Incremental Facility Amendment, except in the case of any such representation and warranty that expressly relates to a prior date, in which case such representation and warranty shall be true and correct in all material respects (or in all respects, as applicable) as of such earlier date (provided that if the proceeds of the applicable Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition, then the condition precedent set forth in this clause (B) may be limited to customary “specified representations and warranties” with respect to the Borrower and the Restricted Subsidiaries and (y) customary specified acquisition agreement representations with respect to the Person to be acquired), (C) after giving effect to the applicable Incremental Extension of Credit and the application of the proceeds therefrom (and assuming that the full amount of such Incremental Extension of Credit shall have been funded as Loans on such date), the Borrower shall be in compliance on a Pro Forma Basis with the financial covenants set forth in Sections 6.11 and 6.12 recomputed as of the last day of the most recently ended Fiscal Quarter (provided that if the proceeds of the applicable Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition then the condition precedent set forth in this clause (C) may be satisfied in accordance with the terms of the Borrower’s LCA Election under Section 1.03) and (D) the Borrower shall have delivered a certificate of a Responsible Financial Officer to the effect set forth in the immediately preceding clauses clause (A)) above. Notwithstanding anything to contrary herein, (B) and (C), together with reasonably detailed calculations demonstrating compliance with the immediately preceding clause (C) (which calculations shall, if made as aggregate principal amount of the last day of any Fiscal Quarter for which the Borrower has not delivered to the Administrative Agent the financial statements and certificate of a Responsible Officer required to be delivered by Section 5.01(a) or 5.01(b) and Section 5.01(c), respectively, be accompanied by a reasonably detailed calculation of Consolidated EBITDA for the relevant period). For purposes of demonstrating compliance with clause of the immediately preceding sentence (C), any Revolving Commitment Increase shall be deemed to be fully drawn as of the last day of the most recently ended Fiscal Quarter. In connection with any calculation of the Total Secured Net Leverage Ratio or the Total Net Leverage Ratio for purposes of this Section 2.20(a), the cash proceeds of the applicable Incremental Extension Extensions of Credit will shall not be deducted from Total Indebtedness or Senior Secured Indebtedness, respectively, when making such calculationexceed $25,000,000. Each tranche of Incremental Term Loans and each Revolving Commitment Increase shall be in an integral multiple of $10,000,000 5,000,000 and be in an aggregate principal amount that is not less than $50,000,000; 5,000,000, provided that such amount may be less than $50,000,000 5,000,000 if such amount represents all the remaining availability under the aggregate principal amount of Incremental Extensions of Credit set forth above. (b) The Incremental Term Loans (i) shall rank pari passu or junior in right of payment in respect of the Collateral and with the Obligations in respect of the Revolving Commitments, the Tranche A Term Loans Commitments and the Tranche B Term Loans, (ii) for purposes of mandatory prepayments, shall have terms be treated substantially the same as (when taken as a whole) treated and in any event no more favorably than (xthan) in the case of Incremental Term Loans consisting of “tranche A” term loans, the Tranche A Term Loans and (y) in the case of Incremental Term Loans consisting of “tranche B” term loans, Tranche B Term Loans and (iii) other than amortization, pricing or maturity date, shall have the same terms (when taken as a whole) that are applicable prior to the Latest Maturity Date (at the time of incurrence) no more restrictive than the terms (when taken as a whole) (x) in the case of Incremental Term Loans consisting of “tranche A” term loans, applicable to the Tranche A Term Loans and (y) in the case of Incremental Term Loans consisting of “tranche B” term loans, the Tranche B Term Loans (in each case, as determined by the Borrower in its reasonable business judgment in consultation with or such other terms reasonably satisfactory to the Administrative Agent) unless otherwise consented to by the Administrative Agent; , provided that (A) if the Weighted Average Yield relating to any Incremental Term Loan consisting of additional “tranche A” term loans or “tranche B” term loans exceeds the Weighted Average Yield relating to the Tranche A Term Loans or the Tranche B Term Loans, as applicable, immediately prior to the effectiveness of the applicable Incremental Facility Amendment by more than 0.50%, then the Applicable Rate relating to the Tranche A Term Loans or Tranche B Term Loans, as applicable, shall be adjusted so that the Weighted Average Yield relating to such Incremental Term Loans shall not exceed the Weighted Average Yield relating to the Tranche A Term Loans or the Tranche B Term Loans, as applicable, by more than 0.50%; provided, however, that (x) the requirements set forth in this clause (A) shall not apply to any Incremental Extensions of Credit the effective date of which is more than 12 months after the Effective Date and (y) any increase in the Applicable Rate required pursuant to this clause (A) resulting from the application of any interest rate “floor” on any Incremental Term Loan consisting of “tranche A” term loans or “tranche B” term loans will be effected solely through the establishment or increase of an interest rate “floor” on the Tranche A Term Loans or Tranche B Term Loans, as applicable, (B) any Incremental Term Loan consisting of “tranche A” term loans or “tranche B” term loans shall not have a final maturity date earlier than the Tranche A Term Maturity Date or Tranche B Term Maturity Date, as applicable, and (CB) any Incremental Term Loan consisting of “tranche A” term loans or “tranche B” term loans shall not have a Weighted Average Life to Maturity weighted average life that is shorter than the Weighted Average Life to Maturity weighted average life of the then-remaining Tranche A Term Loans or Tranche B Term Loans, as applicable. (c) Each notice from the Borrower pursuant to this Section shall set forth the requested amount and proposed terms of the relevant Incremental Extension of Credit. Any additional bank, financial institution, existing Lender or other Person that elects to extend Incremental Extensions of Credit shall be reasonably satisfactory to the Borrower and the Administrative Agent (and, in the case of any Revolving Commitment Increase, each the Issuing Bank) (any such bank, financial institution, existing Lender or other Person being called an “Additional Lender”) and, if not already a Lender, shall become a Lender under this Agreement pursuant to an amendment (an “Incremental Facility Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, such Additional Lender and the Administrative Agent. No Lender shall be obligated to provide any Incremental Extension of Credit, unless it so agrees. Commitments in respect of any Incremental Extensions Extension of Credit shall become Commitments (or in the case of any Revolving Commitment Increase to be provided by an existing Revolving Lender, an increase in such Revolving Lender’s Revolving Commitment) under this Agreement upon the effectiveness of the applicable Incremental Facility AmendmentAgreement. An Incremental Facility Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement or any other Loan Document Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section (including to provide for voting provisions applicable to the Additional Lenders comparable to the provisions of clause (B) of the second proviso of Section 9.02(b)). The effectiveness of any Incremental Facility Amendment shall, unless otherwise agreed to by the Administrative Agent and the Additional Lenders, be subject to the satisfaction on the effective date thereof (each, an “Incremental Facility Closing Date”) of each of the conditions set forth in Section 4.02 (it being understood and agreed that all references to a Borrowing “the date of such Borrowing” in Section 4.02 shall be deemed to refer to the applicable Incremental Facility AmendmentClosing Date). The proceeds of any Incremental Extensions of Credit will be used only for working capital or other general corporate purposes. (d) On the date of effectiveness of any Revolving Commitment Increase, (i) the aggregate principal amount of the Revolving Loans outstanding (the “Existing Revolving Borrowings”) immediately prior to the effectiveness of such Revolving Commitment Increase shall be deemed to be repaid, (ii) each Revolving Commitment Increase Lender that shall have had a Revolving Commitment prior to the effectiveness of such Revolving Commitment Increase shall pay to the Administrative Agent in same day funds an amount equal to the amount, if any, by which (A) (1) such Revolving Commitment Increase Lender’s Applicable Percentage (calculated after giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount of the Resulting Revolving Borrowings (as hereinafter defined) exceeds (B) (1) such Revolving Commitment Increase Lender’s Applicable Percentage (calculated without giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount of the Existing Revolving Borrowings, (iii) each Revolving Commitment Increase Lender that shall not have had a Revolving Commitment prior to the effectiveness of such Revolving Commitment Increase shall pay to Administrative Agent in same day funds an amount equal to (1) such Revolving Commitment Increase Lender’s Applicable Percentage (calculated after giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount of the Resulting Revolving Borrowings, (iv) after the Administrative Agent receives the funds specified in clauses (ii) and (iii) above, the Administrative Agent shall pay to each Revolving Lender the portion of such funds that is equal to the amount, if any, by which (A) (1) such Revolving Lender’s Applicable Percentage (calculated without giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount of the Existing Revolving Borrowings, exceeds (B) (1) such Revolving Lender’s Applicable Percentage (calculated after giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount of the Resulting Revolving Borrowings, (v) after the effectiveness of such Revolving Commitment Increase, the Borrower shall be deemed to have made new Revolving Borrowings (the “Resulting Revolving Borrowings”) in an aggregate principal amount equal to the aggregate principal amount of the Existing Revolving Borrowings and of the Types and for the Interest Periods specified in a Borrowing Request delivered to the Administrative Agent in accordance with Section 2.03 (and the Borrower shall deliver such Borrowing Request), (vi) each Revolving Lender shall be deemed to hold its Applicable Percentage of each Resulting Revolving Borrowing (calculated after giving effect to the effectiveness of such Revolving Commitment Increase) and (vii) the Borrower shall pay each Revolving Lender any and all accrued but unpaid interest on its Loans comprising the Existing Revolving Borrowings. The deemed payments of the Existing Revolving Borrowings made pursuant to clause (i) above shall be subject to compensation by the Borrower pursuant to the provisions of Section 2.15 if the date of the effectiveness of such Revolving Commitment Increase occurs other than on the last day of the Interest Period relating thereto. Upon each Revolving Commitment Increase pursuant to this Section, (i) each Revolving Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Additional Lender providing a portion of such Revolving Commitment Increase (each a “Revolving Commitment Increase Lender”), and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of such Revolving Lender’s participations hereunder in outstanding Letters of Credit and Swingline Loans such that, after giving effect to such Revolving Commitment Increase and each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (A) participations hereunder in Letters of Credit and (B) participations hereunder in Swingline Loans held by each Revolving Lender (including each such Revolving Commitment Increase Lender) will equal such Revolving Lender’s Applicable PercentagePercentage and (ii) if, on the date of such Revolving Commitment Increase, there are any Revolving Loans outstanding, such Revolving Loans shall on or prior to the effectiveness of such Revolving Commitment Increase be prepaid from the proceeds of additional Revolving Loans made hereunder (reflecting such Revolving Commitment Increase), which prepayment shall be accompanied by accrued and unpaid interest on the Revolving Loans being prepaid and any costs incurred by any Lender in accordance with Section 2.16. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence.

Incremental Extensions of Credit. (a) At The Borrower may at any time and or from time to time, subject to time after the terms and conditions set forth herein, the Borrower mayEffective Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (ia) to add one or more additional tranches of term loans (the “Incremental Term Loans”), ) or (iib) solely during the Revolving Availability Period, one or more increases in the aggregate amount of the Revolving Commitments (each such increase, a “Revolving Commitment Increase” and, together with the any Incremental Term Loans, referred to herein as a “Credit Increase”), provided that (i) both at the “time of any such request and upon the effectiveness of any Incremental Extensions of Credit”) or Amendment referred to below, no Default shall exist and at the time that any such Incremental Term Loan is made (iii) to incur Alternative Incremental Facility Debt, in an aggregate principal amount not to exceed the sum of (x) $125,000,000 plus (y) an additional amount if, immediately and after giving effect to thereto) no Default shall exist and (ii) the incurrence of such additional amount (but without giving effect to any amount incurred simultaneously under the immediately preceding clause (x)) and the application of the proceeds therefrom (and assuming that the full amount of such Incremental Extension of Credit has been funded and that such Incremental Extension of Credit is secured), the Total Secured Net Leverage Ratio, recomputed Borrower shall be in compliance with each Financial Covenant determined on a pro forma basis as of the last day of the most recently ended Fiscal Quarter, is equal to or less than 2.50 to 1.00 (provided that if the proceeds of the applicable Incremental Extension of Credit fiscal quarter for which financial statements are to be used to finance a Limited Condition Acquisition then the calculation under this clause (y) may be satisfied in accordance with the terms of the Borrower’s LCA Election under Section 1.03); provided that at the time of each such request and upon the effectiveness of the applicable Incremental Facility Amendment, (A) no Default has occurred and is continuing or shall result therefrom (provided that if the proceeds of the applicable Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition then the condition precedent set forth in this clause (A) may be limited to Defaults described in clauses (a), (b), (h) and (i) of Section 7.01), (B) the representations and warranties of the Loan Parties set forth in the Loan Documents would be true and correct in all material respects (oravailable, in the case of representations and warranties qualified as to materiality, in all respects) on and as of the date of, and immediately after giving effect to, the effectiveness of the applicable Incremental Facility Amendment, except in the case of any such representation and warranty that expressly relates to a prior date, in which case such representation and warranty shall be true and correct in all material respects (or in all respectseach case, as applicable) as of if such earlier date (provided that if the proceeds of the applicable Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition, then the condition precedent set forth in this clause (B) may be limited to customary “specified representations and warranties” with respect to the Borrower and the Restricted Subsidiaries and (y) customary specified acquisition agreement representations with respect to the Person to be acquired), (C) after giving effect to the applicable Incremental Extension of Credit and the application of the proceeds therefrom (and assuming that the full amount of such Incremental Extension of Credit shall have Increase had been funded as Loans consummated on such date), the Borrower shall be in compliance on a Pro Forma Basis with the financial covenants set forth in Sections 6.11 and 6.12 recomputed as of the last day of the most recently ended Fiscal Quarter (provided that if the proceeds of the applicable Incremental Extension of such fiscal quarter. Each Credit are to be used to finance a Limited Condition Acquisition then the condition precedent set forth in this clause (C) may be satisfied in accordance with the terms of the Borrower’s LCA Election under Section 1.03) and (D) the Borrower shall have delivered a certificate of a Responsible Officer to the effect set forth in the immediately preceding clauses (A), (B) and (C), together with reasonably detailed calculations demonstrating compliance with the immediately preceding clause (C) (which calculations shall, if made as of the last day of any Fiscal Quarter for which the Borrower has not delivered to the Administrative Agent the financial statements and certificate of a Responsible Officer required to be delivered by Section 5.01(a) or 5.01(b) and Section 5.01(c), respectively, be accompanied by a reasonably detailed calculation of Consolidated EBITDA for the relevant period). For purposes of demonstrating compliance with clause of the immediately preceding sentence (C), any Revolving Commitment Increase shall be deemed to be fully drawn as of the last day of the most recently ended Fiscal Quarter. In connection with any calculation of the Total Secured Net Leverage Ratio or the Total Net Leverage Ratio for purposes of this Section 2.20(a), the cash proceeds of the applicable Incremental Extension of Credit will not be deducted from Total Indebtedness or Senior Secured Indebtedness, respectively, when making such calculation. Each tranche of Incremental Term Loans and each Revolving Commitment Increase shall be in an integral multiple of $10,000,000 and be in an aggregate principal amount that is not less than $50,000,000; 25,000,000, in the case of Incremental Term Loans, or $10,000,000, in the case of a Revolving Commitment Increase (provided that such amount may be less than $50,000,000 such minimum if such amount represents all the remaining availability under the limit set forth in the next sentence). Notwithstanding anything to the contrary herein, the aggregate principal amount of Incremental Extensions of the Credit set forth above. (b) Increases shall not exceed $250,000,000. The Incremental Term Loans (iA) shall rank pari passu or junior in right of payment in respect and of the Collateral and security with the Obligations in respect of the Revolving Commitments, the Tranche A Term Loans and the Tranche B Term Loans, (iiB) for purposes shall not mature earlier than the Term Maturity Date and shall have a weighted average life to maturity that is no shorter than the remaining weighted average life to maturity of mandatory prepaymentsthe Term Loans, (C) except as set forth above, shall have terms (when taken be treated substantially the same as a whole) treated no more favorably than (x) in the case of Incremental Term Loans consisting of “tranche A” term loans, the Tranche A Term Loans and (y) in the case of Incremental Term Loans consisting of “tranche B” term loans, Tranche B Term Loans and (iii) other than amortization, pricing or maturity date, shall have terms (when taken as a whole) that are applicable prior to the Latest Maturity Date (at the time of incurrence) no more restrictive than the terms (when taken as a whole) (x) in the case of Incremental Term Loans consisting of “tranche A” term loans, applicable to the Tranche A Term Loans and (y) in the case of Incremental Term Loans consisting of “tranche B” term loans, the Tranche B Term Loans (in each case, including with respect to mandatory and voluntary prepayments), and (D) except as determined by the Borrower provided in its reasonable business judgment in consultation with the Administrative Agentclause (B) unless otherwise consented to by the Administrative Agent; provided that (A) if the Weighted Average Yield relating to any Incremental Term Loan consisting of additional “tranche A” term loans or “tranche B” term loans exceeds the Weighted Average Yield relating to the Tranche A Term Loans or the Tranche B Term Loans, as applicable, immediately prior to the effectiveness of the applicable Incremental Facility Amendment by more than 0.50%, then above and except for the Applicable Rate relating with respect thereto, the terms and conditions applicable to the Tranche A Term Loans or Tranche B Term Loans, as applicable, shall be adjusted so that the Weighted Average Yield relating to such Incremental Term Loans shall not exceed be materially different from those of the Weighted Average Yield relating to the Tranche A Term Loans or the Tranche B Term Loans, as applicable, by more than 0.50%; provided, however, that (x) the requirements set forth in this clause (A) shall not apply to any Incremental Extensions of Credit the effective date of which is more than 12 months after the Effective Date and (y) any increase in the Applicable Rate required pursuant to this clause (A) resulting from the application of any interest rate “floor” on any Incremental Term Loan consisting of “tranche A” term loans or “tranche B” term loans will be effected solely through the establishment or increase of an interest rate “floor” on the Tranche A Term Loans or Tranche B Term Loans, as applicable, (B) any Incremental Term Loan consisting of “tranche A” term loans or “tranche B” term loans shall not have a final maturity date earlier than the Tranche A Term Maturity Date or Tranche B Term Maturity Date, as applicable, and (C) any Incremental Term Loan consisting of “tranche A” term loans or “tranche B” term loans shall not have a Weighted Average Life to Maturity that is shorter than the Weighted Average Life to Maturity of the then-remaining Tranche A Term Loans or Tranche B Term Loans, as applicable. (c) . Each notice from the Borrower pursuant to this Section shall set forth the requested amount and proposed terms of the relevant Credit Increase. Incremental Extension of Credit. Any additional bankTerm Loans may be made, financial institutionand Revolving Commitment Increases may be provided, at the Borrower’s option, by any existing Lender or by any other Person that elects to extend Incremental Extensions of Credit shall be reasonably satisfactory to the Borrower and the Administrative Agent (and, in the case of any Revolving Commitment Increase, each Issuing Bank) bank or other financial institution (any such bank, financial institution, existing Lender other bank or other Person financial institution being called an “Additional Lender”) ), provided that the Administrative Agent and, in the case of a Revolving Commitment Increase, the Issuing Bank, shall have consented (not to be unreasonably withheld) to such Lender’s or Additional Lender’s making such Incremental Term Loans or providing such Revolving Commitment Increases, if not already such consent would be required under Section 9.04(b) for an assignment of Term Loans or Revolving Commitments, as applicable, to such Lender or Additional Lender. Commitments in respect of Credit Increases shall become Commitments (or in the case of a Revolving Commitment Increase to be provided by an existing Revolving Lender, shall become a Lender an increase in such Lender’s applicable Revolving Commitment) under this Agreement pursuant to an amendment (an “Incremental Facility Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender Lender, if any, and the Administrative Agent. No Lender shall be obligated to provide any The Incremental Extension of Credit, unless it so agrees. Commitments in respect of any Incremental Extensions of Credit shall become Commitments (or in the case of any Revolving Commitment Increase to be provided by an existing Revolving Lender, an increase in such Revolving Lender’s Revolving Commitment) under this Agreement upon the effectiveness of the applicable Incremental Facility Amendment. An Incremental Facility Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement or any and the other Loan Document Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of this Section (including to provide for voting provisions applicable to the Additional Lenders comparable to the provisions of clause (B) of the second proviso of Section 9.02(b))Section. The effectiveness of any Incremental Facility Amendment shall, unless otherwise agreed to by the Administrative Agent and the Additional Lenders, shall be subject to the satisfaction on the effective date thereof (each, an “Incremental Facility Closing Date”) of each of the conditions set forth in Section 4.02 (it being understood and agreed that all references to a Borrowing “the date of such Borrowing” or similar language in such Section 4.02 shall be deemed to refer to the applicable effective date of such Incremental Facility Amendment). (d) On . The Borrower may use the date of effectiveness of any Revolving Commitment Increase, (i) the aggregate principal amount proceeds of the Revolving Incremental Term Loans outstanding (the “Existing Revolving Borrowings”) immediately prior to the effectiveness of such Revolving Commitment Increase shall be deemed to be repaid, (ii) each Revolving Commitment Increase Lender that shall have had a Revolving Commitment prior to the effectiveness of such Revolving Commitment Increase shall pay to the Administrative Agent in same day funds an amount equal to the amount, if any, for any purpose not prohibited by which (A) (1) such Revolving Commitment Increase Lender’s Applicable Percentage (calculated after giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount of the Resulting Revolving Borrowings (as hereinafter defined) exceeds (B) (1) such Revolving Commitment Increase Lender’s Applicable Percentage (calculated without giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount of the Existing Revolving Borrowings, (iii) each Revolving Commitment Increase Lender that shall not have had a Revolving Commitment prior to the effectiveness of such Revolving Commitment Increase shall pay to Administrative Agent in same day funds an amount equal to (1) such Revolving Commitment Increase Lender’s Applicable Percentage (calculated after giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount of the Resulting Revolving Borrowings, (iv) after the Administrative Agent receives the funds specified in clauses (ii) and (iii) above, the Administrative Agent shall pay to each Revolving Lender the portion of such funds that is equal to the amount, if any, by which (A) (1) such Revolving Lender’s Applicable Percentage (calculated without giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount of the Existing Revolving Borrowings, exceeds (B) (1) such Revolving Lender’s Applicable Percentage (calculated after giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount of the Resulting Revolving Borrowings, (v) after the effectiveness of such Revolving Commitment Increase, the Borrower shall be deemed to have made new Revolving Borrowings (the “Resulting Revolving Borrowings”) in an aggregate principal amount equal to the aggregate principal amount of the Existing Revolving Borrowings and of the Types and for the Interest Periods specified in a Borrowing Request delivered to the Administrative Agent in accordance with Section 2.03 (and the Borrower shall deliver such Borrowing Request), (vi) each Revolving this Agreement. No Lender shall be deemed obligated to hold its Applicable Percentage of each Resulting Revolving Borrowing (calculated after giving effect to the effectiveness of such Revolving Commitment Increase) and (vii) the Borrower shall pay each Revolving Lender provide any and all accrued but unpaid interest on its Loans comprising the Existing Revolving Borrowings. The deemed payments of the Existing Revolving Borrowings made pursuant to clause (i) above shall be subject to compensation by the Borrower pursuant to the provisions of Section 2.15 if the date of the effectiveness of such Revolving Commitment Increase occurs other than on the last day of the Interest Period relating theretoCredit Increases, unless it so agrees. Upon each increase in the Revolving Commitment Increase Commitments pursuant to this Section, each Revolving Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Revolving Commitment Increase (each a “Revolving Commitment Increase Lender”) in respect of such increase, and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of such Revolving Lender’s participations hereunder in outstanding Letters of Credit and Swingline Loans such that, after giving effect to such Revolving Commitment Increase and each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding participations hereunder in outstanding Letters of Credit and Swingline Loans shall be held by each the Revolving Lender Lenders (including each Revolving Commitment Increase Lenders) ratably in proportion to their respective Applicable Percentages after giving effect to such Revolving Commitment Increase Lender) will equal Increase. If, as of the Incremental Facility Closing Date for any Revolving Commitment Increase, any Revolving Loans are outstanding, the Borrower shall prepay all such Revolving Lender’s Loans then outstanding in accordance with this Agreement; provided that the Borrower may finance such prepayment by borrowing Revolving Loans hereunder in accordance with the applicable provisions of this Agreement from the Revolving Lenders (including Revolving Commitment Increase Lenders) ratably in proportion to their respective Applicable PercentagePercentages after giving effect to such Revolving Commitment Increase; provided further, that in connection with any Revolving Commitment Increase made pursuant to this Section 2.20, the Administrative Agent and the Borrower may agree on procedures for netting or funding such increase as may be reasonably acceptable to the Administrative Agent for the purpose of complying with the requirements of this Section 2.20.

Incremental Extensions of Credit. (a) At any time and from time to time, subject to during the terms and conditions set forth hereinRevolving Availability Period, the Borrower may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (i) to add one or more additional tranches of term loans (the “Incremental Term Loans”), (ii) solely during the Revolving Availability Period, one or more increases in the aggregate amount of the Revolving Commitments (each such increase, a “Revolving Commitment Increase” or (ii) one or more additional tranches of revolving commitments in the form of a “first in, last out” tranche subject to customary terms and conditions satisfactory to the Administrative Agent (each, a “FILO Tranche Incremental Revolving Commitment” and, together with the Incremental Term Loansany Revolving Commitment Increase, the “Incremental Extensions of Credit” or the “Incremental Facilities”) or (iii) to incur Alternative Incremental Facility Debt), in an aggregate principal amount not to exceed the sum of (x) $125,000,000 350,000,000 plus (y) an additional the amount if, immediately after giving effect to of any voluntary permanent reductions in the incurrence of such additional amount (but without giving effect to any amount incurred simultaneously under the immediately preceding clause (x)) and the application of the proceeds therefrom (and assuming that the full amount of such Incremental Extension of Credit has been funded and that such Incremental Extension of Credit is secured), the Total Secured Net Leverage Ratio, recomputed as of the last day of the most recently ended Fiscal Quarter, is equal to or less than 2.50 to 1.00 (provided that if the proceeds of the applicable Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition then the calculation under this clause (y) may be satisfied in accordance with the terms of the Borrower’s LCA Election under Section 1.03)Revolving Commitments; provided that that, at the time of each such request and upon the effectiveness of the applicable each Incremental Facility Amendment, (A) no Default or Event of Default has occurred and is continuing or shall result therefrom (provided that if or, in the event the proceeds of the applicable any Incremental Extension of Credit in the form of a FILO Tranche Incremental Revolving Commitment are to be used to finance a any Limited Condition Acquisition then Transaction permitted hereunder for which the condition precedent set forth in this clause (A) may Borrower has made an LCT Election, no Default or Event of Default shall exist and be limited to Defaults described in clauses (a), (b), (h) and (i) continuing as of Section 7.01the LCT Test Date for such Limited Condition Transaction), (B) the representations and warranties of the Borrower and each other Loan Parties Party, as applicable, set forth in the Loan Documents (other than the representation and warranty set forth in Section 3.04(b)) would be true and correct in all material respects (or, in the case of representations and warranties qualified as to materialitymateriality or Material Adverse Effect, in all respects) on and as of the date of, and immediately after giving effect to, the effectiveness incurrence of such Incremental Facility (provided that (x) the representation and warranty set forth in Section 3.04(a) shall be deemed to refer to the financial statements most recently delivered pursuant to Section 5.01(a) and (b), (y) the representation set forth in Section 3.15 shall be made as of the applicable date of such Incremental Facility Amendment, except ) and (z) in the case of any such representation and warranty that expressly relates to a prior date, in which case such representation and warranty shall be true and correct in all material respects (or in all respects, as applicable) as of such earlier date (provided that if event the proceeds of the applicable any Incremental Extension of Credit in the form of a FILO Tranche Incremental Revolving Commitment are to be used to finance a Limited Condition Acquisitionany Investment permitted hereunder, then the such condition precedent set forth in this clause (B) related to the making and accuracy of such representations and warranties relating to the drawing of such FILO Tranche Incremental Revolving Commitments may be waived or limited to customary “specified representations and warranties” with respect to as agreed between the Borrower and the Restricted Subsidiaries and (y) customary specified acquisition agreement representations with respect to the Person to be acquired), (C) after giving effect to the applicable Incremental Extension of Credit and the application of the proceeds therefrom (and assuming that the full amount of Lenders providing such Incremental Extension of Credit shall have been funded as Loans on such date)Credit, without the Borrower shall be in compliance on a Pro Forma Basis with the financial covenants set forth in Sections 6.11 and 6.12 recomputed as consent of the last day of the most recently ended Fiscal Quarter (provided that if the proceeds of the applicable Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition then the condition precedent set forth in this clause (C) may be satisfied in accordance with the terms of the Borrower’s LCA Election under Section 1.03any other Lenders) and (DC) the Borrower shall have delivered a certificate of a Responsible Financial Officer or legal officer to the effect set forth in the immediately preceding clauses (A), ) and (B) and (C), together with reasonably detailed calculations demonstrating compliance with the immediately preceding clause (C) (which calculations shall, if made as of the last day of any Fiscal Quarter for which the Borrower has not delivered to the Administrative Agent the financial statements and certificate of a Responsible Officer required to be delivered by Section 5.01(a) or 5.01(b) and Section 5.01(c), respectively, be accompanied by a reasonably detailed calculation of Consolidated EBITDA for the relevant period). For purposes of demonstrating compliance with clause of the immediately preceding sentence (C), any Revolving Commitment Increase shall be deemed to be fully drawn as of the last day of the most recently ended Fiscal Quarter. In connection with any calculation of the Total Secured Net Leverage Ratio or the Total Net Leverage Ratio for purposes of this Section 2.20(a), the cash proceeds of the applicable Incremental Extension of Credit will not be deducted from Total Indebtedness or Senior Secured Indebtedness, respectively, when making such calculationabove. Each tranche of Incremental Term Loans and each Revolving Commitment Increase Facility shall be in an integral multiple of $10,000,000 1,000,000 and be in an aggregate principal amount that is not less than $50,000,00010,000,000; provided that such amount may be less than $50,000,000 10,000,000 if such amount represents all the remaining availability under the aggregate principal amount of Incremental Extensions of Credit permitted to be established hereunder as set forth above. (b) The Incremental Term Loans Facilities (i) shall be documented pursuant to an Incremental Facility Amendment and rank pari passu or junior in right of payment in respect of the Collateral and with the Obligations in respect of the Revolving CommitmentsCommitments (other than any FILO Tranche Incremental Revolving Commitment, which shall be subordinate in right of payment to the Tranche A Term Loans and extent set forth in the Tranche B Term Loansapplicable Incremental Facility Amendment), (ii) for purposes shall not have a borrower other than the Borrower, (iii) shall not be secured by any property or assets of mandatory prepaymentsthe Borrower or any Restricted Subsidiary other than the Collateral or guaranteed by any Subsidiaries other than the Loan Parties, and (iv) shall have be subject to the same terms (when taken and conditions as a whole) treated no more favorably than the Revolving Commitments; provided that (x) any FILO Tranche Incremental Revolving Commitment (A) shall be subject to customary “first in last out” terms acceptable to the case Administrative Agent, including with respect to greater advance rates under the Borrowing Base and the making and prepayment and repayment of Incremental Term Loans consisting the loans thereunder and (B) shall be subject to such pricing and fees as are agreed between the Borrower and the Lenders in respect of “such tranche A” term loans, the Tranche A Term Loans and (y) in the case of Incremental Term Loans consisting of “tranche B” term loans, Tranche B Term Loans pricing and (iii) other fees with respect to any Revolving Commitment Increase may be greater than amortization, pricing or maturity date, shall have terms (when taken as a whole) that are applicable prior to the Latest Maturity Date (at the time of incurrence) no more restrictive than the terms (when taken as a whole) (x) in the case of Incremental Term Loans consisting of “tranche A” term loans, those applicable to the Tranche A Term Loans and (y) in existing Revolving Commitments so long as the pricing or fees, as the case of Incremental Term Loans consisting of “tranche B” term loansmay be, the Tranche B Term Loans (in each case, as determined by the Borrower in its reasonable business judgment in consultation with the Administrative Agent) unless otherwise consented respect to by the Administrative Agent; provided that (A) if the Weighted Average Yield relating to any Incremental Term Loan consisting of additional “tranche A” term loans or “tranche B” term loans exceeds the Weighted Average Yield relating to the Tranche A Term Loans or the Tranche B Term Loans, as applicable, immediately prior to the effectiveness of the applicable Incremental Facility Amendment by more than 0.50%, then the Applicable Rate relating to the Tranche A Term Loans or Tranche B Term Loans, as applicable, shall be adjusted so that the Weighted Average Yield relating all Revolving Commitments are increased to such Incremental Term Loans shall not exceed the Weighted Average Yield relating to the Tranche A Term Loans or the Tranche B Term Loans, as applicable, by more than 0.50%; provided, however, that (x) the requirements set forth in this clause (A) shall not apply to any Incremental Extensions of Credit the effective date of which is more than 12 months after the Effective Date and (y) any increase in the Applicable Rate required pursuant to this clause (A) resulting from the application of any interest rate “floor” on any Incremental Term Loan consisting of “tranche A” term loans or “tranche B” term loans will be effected solely through the establishment or increase of an interest rate “floor” on the Tranche A Term Loans or Tranche B Term Loans, as applicable, (B) any Incremental Term Loan consisting of “tranche A” term loans or “tranche B” term loans shall not have a final maturity date earlier than the Tranche A Term Maturity Date or Tranche B Term Maturity Date, as applicable, and (C) any Incremental Term Loan consisting of “tranche A” term loans or “tranche B” term loans shall not have a Weighted Average Life to Maturity that is shorter than the Weighted Average Life to Maturity of the then-remaining Tranche A Term Loans or Tranche B Term Loans, as applicablegreater amount. (c) Each notice from the Borrower pursuant to this Section shall set forth the requested amount and proposed terms of the relevant Incremental Extension of Credit. Any additional bank, financial institution, existing Lender or other Person that elects to extend Incremental Extensions of Credit shall be reasonably satisfactory (i) shall, to the Borrower and extent a consent would be required under Section 9.04 if such additional bank, financial institution, existing Lender or other Person were taking an assignment of Loans or Commitments, be approved by the Borrower, the Administrative Agent (and, in the case of any Revolving Commitment IncreaseAgent, each Issuing BankBank and each Swingline Lender (such approval not be unreasonably withheld) (any such bank, financial institution, existing Lender or other Person being called an “Additional Lender”) and, and (ii) if not already a Lender, shall become a Lender under this Agreement pursuant to an amendment (an “Incremental Facility Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each such Additional Lender and the Administrative Agent. No Lender shall be obligated to provide any Incremental Extension of Credit, Credit unless it so agrees. Commitments in respect of any Incremental Extensions Extension of Credit shall become Commitments (or in the case of any Revolving Commitment Increase to be provided by an existing Revolving Lender, an increase in such Revolving Lender’s Revolving Commitment) under this Agreement upon the effectiveness of the applicable Incremental Facility Amendment. An Incremental Facility Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement or to any other Loan Document as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section (including including, with respect to provide for voting provisions applicable any FILO Tranche Incremental Revolving Commitments, such modifications to the Additional Lenders comparable to the borrowing, prepayment, commitment reduction and waterfall provisions of clause (B) this Agreement and the other Loan Documents as are appropriate to reflect the “first in, last out” nature of the second proviso of Section 9.02(b)such tranche). The effectiveness of any Incremental Facility Amendment shall, unless otherwise agreed to by the Administrative Agent and the Additional Lenders, shall be subject to the satisfaction on the effective date thereof of each of the conditions set forth in clauses (a) and (b) of Section 4.02 (it being understood and agreed that all references to a Borrowing in clauses (a) and (b) of Section 4.02 shall be deemed to refer to the applicable Incremental Facility Amendment); provided that if the proceeds of the applicable Incremental Extension of Credit in the form of a FILO Tranche Incremental Revolving Commitment are to be used to finance a Limited Condition Transaction, then (i) the condition precedent set forth in Section 4.02(a) relating to the drawing of such FILO Tranche Incremental Revolving Commitment may be limited to (x) customary specified representations and warranties and (y) customary specified acquisition agreement representations and warranties with respect to the Person to be acquired and (ii) the condition precedent set forth in Section 4.02(b) relating to the drawing of such FILO Tranche Incremental Revolving Commitment may be limited to Defaults described in clauses (a), (b), (h) and (i) of Section 7.01). (d) On the date of effectiveness of any Revolving Commitment Increase, (i) the aggregate principal amount of the Revolving Loans outstanding (the “Existing Revolving Borrowings”) immediately prior to the effectiveness of such Revolving Commitment Increase shall be deemed to be repaid, (ii) each Revolving Commitment Increase Lender that shall have had a Revolving Commitment prior to the effectiveness of such Revolving Commitment Increase shall pay to the Administrative Agent in same day funds an amount equal to the amount, if any, by which (A) (1) such Revolving Commitment Increase Lender’s Applicable Percentage (calculated after giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount of the Resulting Revolving Borrowings (as hereinafter defined) exceeds (B) (1) such Revolving Commitment Increase Lender’s Applicable Percentage (calculated without giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount of the Existing Revolving Borrowings, (iii) each Revolving Commitment Increase Lender that shall not have had a Revolving Commitment prior to the effectiveness of such Revolving Commitment Increase shall pay to the Administrative Agent in same day funds an amount equal to (1) such Revolving Commitment Increase Lender’s Applicable Percentage (calculated after giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount of the Resulting Revolving Borrowings, (iv) after the Administrative Agent receives the funds specified in clauses (ii) and (iii) above, the Administrative Agent shall pay to each Revolving Lender of the applicable Class the portion of such funds that is equal to the amount, if any, by which (A) (1) such Revolving Lender’s Applicable Percentage (calculated without giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount of the Existing Revolving Borrowings, exceeds (B) (1) such Revolving Lender’s Applicable Percentage (calculated after giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount of the Resulting Revolving Borrowings, (v) after the effectiveness of such Revolving Commitment Increase, the Borrower shall be deemed to have made new Revolving Borrowings (the “Resulting Revolving Borrowings”) in an aggregate principal amount equal to the aggregate principal amount of the Existing Revolving Borrowings and of the Types and for the Interest Periods specified in a Borrowing Request delivered to the Administrative Agent in accordance with Section 2.03 (and the Borrower shall deliver such Borrowing Request), (vi) each Revolving Lender of the applicable Class shall be deemed to hold its Applicable Percentage of each Resulting Revolving Borrowing (calculated after giving effect to the effectiveness of such Revolving Commitment Increase) and (vii) the Borrower shall pay each Revolving Lender any and all accrued but unpaid interest on its Loans comprising the Existing Revolving Borrowings. The deemed payments of the Existing Revolving Borrowings made pursuant to clause (i) above shall be subject to compensation by the Borrower pursuant to the provisions of Section 2.15 2.16 if the date of the effectiveness of such Revolving Commitment Increase occurs other than on the last day of the Interest Period relating thereto. Upon each Revolving Commitment Increase pursuant to this Section, each Revolving Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Revolving Commitment Increase Lender, and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of such Revolving Lender’s participations hereunder in outstanding Letters of Credit and Swingline Loans such that, after giving effect to such Revolving Commitment Increase and each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding participations hereunder in Letters of Credit and Swingline Loans held by each Revolving Lender (including each such Revolving Commitment Increase Lender) will equal such Revolving Lender’s Applicable Percentage.

Incremental Extensions of Credit. (a) At any time and from time to time, subject to the terms and conditions set forth herein, the Borrower may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (i) to add one or more additional tranches of term loan commitments (“Incremental Term Commitments” and the loans (made thereunder, the “Incremental Term Loans”), ) or (ii) solely during the Revolving Availability Period, one or more increases in the aggregate principal amount of the Revolving Commitments any Class of Loans (each such increase, a “Revolving Commitment Term Loan Increase” and, together with the Incremental Term Loans, the “Incremental Extensions of Credit”) or (iii) to incur Alternative Incremental Facility Debt), in an aggregate principal amount not to exceed the sum of (x) $125,000,000 the Fixed Incremental Amount, plus (y) [reserved], plus (z) an additional amount if, immediately after giving effect to the incurrence of such additional amount (but without giving effect to any amount incurred simultaneously under the immediately preceding clause (x)) and the application of the proceeds therefrom therefrom, (and assuming 1) in the case of any Term Loan Increase or any Incremental Term Loans that will be secured by the full amount Collateral on a pari passu basis (but without regard to control of such Incremental Extension remedies) with the Obligations in respect of Credit has been funded and that such Incremental Extension of Credit is secured)the Term Loans, the Total Secured First Lien Net Leverage Ratio, recomputed on a pro forma basis as of the last day of the most recently ended Fiscal QuarterQuarter giving effect to the incurrence of such Incremental Extension of Credit, is equal to or less than 2.50 2.00 to 1.00 or (provided 2) in the case of any Incremental Term Loans that if will be secured by the proceeds Collateral on a junior basis to the Obligations in respect of the applicable Term Loans, the Secured Net Leverage Ratio, recomputed on a pro forma basis as of the last day of the most recently ended Fiscal Quarter giving effect to the incurrence of such Incremental Extension of Credit are Credit, is equal to be used or less than 3.00 to finance a Limited Condition Acquisition then the calculation under this clause (y) may be satisfied in accordance with the terms of the Borrower’s LCA Election under Section 1.03)1.00; provided that at the time of each such request and upon the effectiveness of the applicable Incremental Facility Amendment, (A) no Default or Event of Default has occurred and is continuing or shall result therefrom (provided that if the proceeds of the applicable Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition Conditions Transaction, then the condition precedent set forth in this clause (A) may be limited to Defaults described in clauses (a), (b), (hf) and (ig) of Section 7.019.01), (B) the representations and warranties of the Loan Parties set forth in the Loan Documents would be true and correct in all material respects (or, in the case of representations and warranties qualified as to materiality, in all respects) on and as of the date of, and immediately after giving effect to, the effectiveness of the applicable Incremental Facility Amendment, except in the case of any such representation and warranty that expressly relates to a prior date, in which case such representation and warranty shall be true and correct in all material respects (or in all respects, as applicable) as of such earlier date (provided that if the proceeds of the applicable Incremental Extension of Credit are to be used to finance a Limited Condition AcquisitionConditions Transaction, then the condition precedent set forth in this clause (B) may be limited to (x) customary “specified representations and warranties” warranties with respect to Holdings, the Borrower and the Restricted Subsidiaries and (y) customary specified acquisition agreement representations and warranties with respect to the Person to be acquired), (C) after giving effect to the applicable Incremental Extension of Credit and the application of the proceeds therefrom (and assuming that the full amount of such Incremental Extension of Credit shall have been funded as Loans on such date), the Borrower shall be in compliance on a Pro Forma Basis with the financial covenants set forth in Sections 6.11 and 6.12 recomputed as of the last day of the most recently ended Fiscal Quarter (provided that if the proceeds of the applicable Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition then the condition precedent set forth in this clause (C) may be satisfied in accordance with the terms of the Borrower’s LCA Election under Section 1.03) and (D) the Borrower shall have delivered a certificate of a Responsible Officer to the effect set forth in the immediately preceding clauses (A), (B) and (C)) with respect to any Incremental Term Commitments in the form of delayed draw term loans, together with reasonably detailed calculations demonstrating compliance with such Incremental Term Commitments shall be treated as being fully drawn on the immediately preceding clause (C) (which calculations shalldate of implementation thereof; provided, further, that if made as the applicable Incremental Term Loans are to be secured by the Collateral on a junior basis to the Obligations in respect of the last day of any Fiscal Quarter for which the Borrower has not delivered Term Loans, then such Incremental Term Loans shall be subject to an intercreditor agreement reasonably satisfactory to the Administrative Agent the financial statements and certificate of a Responsible Officer required to be delivered by Section 5.01(a) or 5.01(b) and Section 5.01(c), respectively, be accompanied by a reasonably detailed calculation of Consolidated EBITDA for the relevant period). For purposes of demonstrating compliance with clause of the immediately preceding sentence (C), any Revolving Commitment Increase shall be deemed to be fully drawn as of the last day of the most recently ended Fiscal QuarterAgent. In connection with any calculation of the Total Secured First Lien Net Leverage Ratio or the Total Secured Net Leverage Ratio for purposes of this Section 2.20(a2.13(a), the cash proceeds of the applicable Incremental Extension of Credit will not be deducted from Total Indebtedness or Senior Secured Indebtedness, respectively, when making such calculation. Each tranche of Incremental Term Loans and each Revolving Commitment Increase Extensions of Credit shall be in an integral multiple of $10,000,000 1,000,000 and be in an aggregate principal amount that is not less than $50,000,0005,000,000; provided that such amount may be less than $50,000,000 5,000,000 if such amount represents all the remaining availability under the aggregate principal amount of Incremental Extensions of Credit set forth above. (b) The Incremental Term Loans (i) shall rank pari passu or junior in right of payment in respect of the Collateral and security with the Obligations in respect of the Revolving Commitments, the Tranche A Term Loans and the Tranche B Term Loans, (ii) for purposes of mandatory prepayments, shall have terms be treated substantially the same as (when taken as a whole) treated and in any event no more favorably than (xthan) in the case of Incremental Term Loans consisting of “tranche A” term loans, the Tranche A Term Loans and (y) in the case of Incremental Term Loans consisting of “tranche B” term loans, Tranche B Term Loans and (iii) except as provided in the immediately preceding clauses (i) and (ii) and other than amortization, pricing pricing, maturity date or maturity dateprepayment premiums, shall have the same terms (when taken as a whole) that are applicable prior to the Latest Maturity Date (at the time of incurrence) no more restrictive than the terms (when taken as a whole) (x) in the case of Incremental Term Loans consisting of “tranche A” term loans, applicable to the Tranche A Term Loans and (y) in the case of Incremental Term Loans consisting of “tranche B” term loans, the Tranche B Term Loans (in each case, as determined by the Borrower in its reasonable business judgment in consultation with the Administrative Agent) unless otherwise consented to by the Administrative AgentLoans; provided that (A) if the Weighted Average All-In Yield relating to any Incremental Term Loan consisting of additional “tranche A” term loans or “tranche B” term loans incurred in reliance on the Fixed Incremental Amount exceeds the Weighted Average All-In Yield relating to the Tranche A Term Loans or the Tranche B Term Loans, as applicable, immediately prior to the effectiveness of the applicable Incremental Facility Amendment by more than 0.50%, then the Applicable Rate Margin relating to the Tranche A Term Loans or Tranche B Term Loans, as applicable, shall be adjusted so that the Weighted Average All-In Yield relating to such Incremental Term Loans shall not exceed the Weighted Average All-In Yield relating to the Tranche A Term Loans or the Tranche B Term Loans, as applicable, by more than 0.50%% (this proviso, the “MFN Protection”); provided, however, that (x) the requirements set forth in this clause (A) shall not apply to any Incremental Extensions of Credit Term Loans the effective date of which is more than 12 six months after the Effective Amendment Closing Date and (y) any increase in the Applicable Rate Margin required pursuant to this clause (A) resulting from the application of any interest rate “floor” on any Incremental Term Loan consisting of “tranche A” term loans or “tranche B” term loans will be effected solely through the establishment or increase of an interest rate “floor” on the Tranche A Term Loans or Tranche B Term Loans, as applicable, (B) any Incremental Term Loan consisting of “tranche A” term loans or “tranche B” term loans shall not have a final maturity date earlier than the Tranche A Term Final Maturity Date for the Term Loans (or Tranche B if such Incremental Term Loans are secured on a junior basis to the Obligations, have a maturity date that is at least 91 days after the later of (i) the Latest Maturity Date, as applicable, Date at the time such Indebtedness is incurred and (ii) the maturity date of the New Convertible Notes) and (C) any Incremental Term Loan consisting of “tranche A” term loans or “tranche B” term loans shall not have a Weighted Average Life to Maturity that is shorter than the Weighted Average Life to Maturity of the then-remaining Tranche A Term Loans. Any term loans incurred by the Borrower pursuant to a Term Loan Increase shall have the same terms as the Term Loans. Any Incremental Term Commitments established pursuant to an Incremental Facility Amendment that have identical terms and conditions, and any Incremental Term Loans made thereunder, shall be designated as a separate series of Incremental Term Commitments and Incremental Term Loans for all purposes of this Agreement. For the avoidance of doubt, there shall be no borrowers or Tranche B guarantors in respect of any Incremental Term LoansLoans other than the Borrower and the Guarantors, as applicableand the Incremental Term Loans shall not be secured by any property or assets that do not constitute Collateral. Any Incremental Term Loans shall be denominated in Dollars. (c) Each notice from the Borrower pursuant to this Section shall set forth the requested amount and proposed terms of the relevant Incremental Extension of Credit. Initially, the Borrower will offer the existing Lenders on a pro rata basis based on the percentage of the then outstanding Loans an opportunity to participate in such Incremental Extension of Credit, and, if the Lenders have not agreed to provide all or a portion of such Incremental Extension of Credit within five (5) Business Days of such written notice, the Borrower may invite, on the same terms as offered to the existing Lenders, any additional bank, financial institution or other Person that is reasonably satisfactory to the Borrower and the Administrative Agent to extend such Incremental Extension of Credit. Any additional bank, financial institution, existing Lender or other Person that elects to extend Incremental Extensions of Credit shall be reasonably satisfactory to the Borrower and the Administrative Agent (and, in the case of any Revolving Commitment Increase, each Issuing Bank) (any such bank, financial institution, existing Lender or other Person being called an “Additional Lender”) and, if not already a Lender (any such bank, financial institution or other Person being called an “Incremental Lender”), shall become a Lender under this Agreement pursuant to an amendment (an “Incremental Facility Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, such Additional Lender and the Administrative Agent. No Lender shall be obligated to provide any Incremental Extension of Credit, unless it so agrees. Commitments in respect of any Incremental Extensions of Credit shall become Commitments (or in the case of any Revolving Commitment Increase to be provided by an existing Revolving Lender, an increase in such Revolving Lender’s Revolving Commitment) under this Agreement upon the effectiveness of the applicable Incremental Facility Amendment. An Incremental Facility Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement or any other Loan Document as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section (including to provide for voting provisions applicable to the Additional Lenders comparable to the provisions of clause (B) of the second proviso of Section 9.02(b)). The effectiveness of any Incremental Facility Amendment shall, unless otherwise agreed to by the Administrative Agent and the Additional Lenders, be subject to the satisfaction on the effective date thereof of each of the conditions set forth in Section 4.02 (it being understood and agreed that all references to a Borrowing in Section 4.02 shall be deemed to refer to the applicable Incremental Facility Amendment)Section. (d) On Notwithstanding the date foregoing, the Incremental Extensions of effectiveness of Credit pursuant to this Section shall not be effective with respect to any Revolving Commitment Increase, Incremental Lender unless: (i) the aggregate principal amount Administrative Agent shall have received a duly executed Notice of the Revolving Loans outstanding (the “Existing Revolving Borrowings”) immediately prior to the effectiveness Borrowing in respect of such Revolving Commitment Increase shall be deemed to be repaid, Incremental Extension of Credit; (ii) each Revolving Commitment Increase Lender that shall have had a Revolving Commitment prior to the effectiveness of such Revolving Commitment Increase shall pay to the Administrative Agent in same day funds an amount equal to the amount, if any, by which (A) (1) such Revolving Commitment Increase Lender’s Applicable Percentage (calculated after giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount of the Resulting Revolving Borrowings (as hereinafter defined) exceeds (B) (1) such Revolving Commitment Increase Lender’s Applicable Percentage (calculated without giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount of the Existing Revolving Borrowings, [reserved]; (iii) each Revolving Commitment Increase Lender that shall not have had a Revolving Commitment prior to the effectiveness of such Revolving Commitment Increase shall pay to Administrative Agent in same day funds an amount equal to (1) such Revolving Commitment Increase Lender’s Applicable Percentage (calculated after giving effect to the effectiveness of such Revolving Commitment Increase) multiplied extent reasonably requested by (2) the aggregate principal amount of the Resulting Revolving Borrowings, (iv) after the Administrative Agent receives the funds specified in clauses (ii) and (iii) aboveAgent, the Administrative Agent shall pay to each Revolving Lender the portion of such funds that is equal to the amount, if any, by which have received (A) (1) such Revolving Lender’s Applicable Percentage (calculated without giving effect customary legal opinions addressed to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount of the Existing Revolving Borrowings, exceeds (B) (1) such Revolving Lender’s Applicable Percentage (calculated after giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount of the Resulting Revolving Borrowings, (v) after the effectiveness of such Revolving Commitment IncreaseAdministrative Agent, the Borrower shall be deemed Collateral Agent and the Lenders, board resolutions and officers’ certificates consistent with those delivered on the Amendment Closing Date other than changes to have made new Revolving Borrowings (the “Resulting Revolving Borrowings”) such legal opinion resulting from a Change in an aggregate principal amount equal Law, change in fact or change to the aggregate principal amount counsel’s form of the Existing Revolving Borrowings and of the Types and for the Interest Periods specified in a Borrowing Request delivered opinion reasonably satisfactory to the Administrative Agent and (B) reaffirmation agreements and/or such amendments to the Security Documents (including modifications to the Mortgages), as may be reasonably requested by the Administrative Agent in accordance with Section 2.03 (order to ensure that the enforceability of the Security Documents and the Borrower shall deliver such Borrowing Request), perfection and priority of the Liens thereunder are preserved and maintained; and (viiv) each Revolving Lender shall be deemed to hold its Applicable Percentage of each Resulting Revolving Borrowing (calculated after giving effect to the effectiveness as of such Revolving Commitment Increase) and (vii) the Borrower shall pay each Revolving Lender any and all accrued but unpaid interest on its Loans comprising the Existing Revolving Borrowings. The deemed payments of the Existing Revolving Borrowings made pursuant to clause (i) above shall be subject to compensation by the Borrower pursuant to the provisions of Section 2.15 if the effective date of the effectiveness Incremental Facility Amendment of such Revolving Commitment Increase occurs other than on Credit, upon the last day Administrative Agent’s receipt of the Interest Period relating thereto. Upon each Revolving Commitment Increase pursuant to documents required by this Section, each Revolving Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Revolving Commitment Increase Lender, and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of such Revolving Lender’s participations hereunder in outstanding Letters of Credit such that, after giving effect to such Revolving Commitment Increase and each such deemed assignment and assumption of participationsparagraph (d), the percentage Administrative Agent shall record the information contained in the applicable Joinder Agreement(s) in the Register and give prompt notice of the aggregate outstanding participations hereunder in Letters of Credit held by each Revolving Lender Incremental Term Commitments to the Borrower and the Lenders (including each such Revolving Commitment Increase Incremental Lender) will equal such Revolving Lender’s Applicable Percentage).

Incremental Extensions of Credit. (a) At any time and from time to time, subject to the terms and conditions set forth herein, the Borrower may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (i) to add one or more additional tranches of term loan commitments (“Incremental Term Commitments” and the loans (made thereunder, the “Incremental Term Loans”), ) or (ii) solely during the Revolving Availability Period, one or more increases in the aggregate principal amount of the Revolving Commitments any Class of Loans (each such increase, a “Revolving Commitment Term Loan Increase” and, together with the Incremental Term Loans, the “Incremental Extensions of Credit”) or (iii) to incur Alternative Incremental Facility Debt), in an aggregate principal amount not to exceed the sum of (x) $125,000,000 206,000,000, less the aggregate principal amount of Incremental Equivalent Indebtedness incurred pursuant to clause (x) of the definition of “Incremental Equivalent Indebtedness” at or prior to such time, plus (y) [reserved], plus (z) an additional amount if, immediately after giving effect to the incurrence of such additional amount (but without giving effect to any amount incurred simultaneously under the immediately preceding clause (x)) and the application of the proceeds therefrom therefrom, (and assuming 1) in the case of any Term Loan Increase or any Incremental Term Loans that will be secured by the full amount Collateral on a pari passu basis (but without regard to control of such Incremental Extension remedies) with the Obligations in respect of Credit has been funded and that such Incremental Extension of Credit is secured)the Term Loans, the Total Secured First Lien Net Leverage Ratio, recomputed on a pro forma basis as of the last day of the most recently ended Fiscal QuarterQuarter giving effect to the incurrence of such Incremental Extension of Credit, is equal to or less than 2.50 2.00 to 1.00 or (provided 2) in the case of any Incremental Term Loans that if will be secured by the proceeds Collateral on a junior basis to the Obligations in respect of the applicable Term Loans, the Secured Net Leverage Ratio, recomputed on a pro forma basis as of the last day of the most recently ended Fiscal Quarter giving effect to the incurrence of such Incremental Extension of Credit are Credit, is equal to be used or less than 3.00 to finance a Limited Condition Acquisition then the calculation under this clause (y) may be satisfied in accordance with the terms of the Borrower’s LCA Election under Section 1.03)1.00; provided that at the time of each such request and upon the effectiveness of the applicable Incremental Facility Amendment, (A) no Default or Event of Default has occurred and is continuing or shall result therefrom (provided that if the proceeds of the applicable Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition Conditions Transaction, then the condition precedent set forth in this clause (A) may be limited to Defaults described in clauses (a), (b), (hf) and (ig) of Section 7.01), 9.01) and (B) the representations and warranties of the Loan Parties set forth in the Loan Documents would be true and correct in all material respects (or, in the case of representations and warranties qualified as to materiality, in all respects) on and as of the date of, and immediately after giving effect to, the effectiveness of the applicable Incremental Facility Amendment, except in the case of any such representation and warranty that expressly relates to a prior date, in which case such representation and warranty shall be true and correct in all material respects (or in all respects, as applicable) as of such earlier date (provided that if the proceeds of the applicable Incremental Extension of Credit are to be used to finance a Limited Condition AcquisitionConditions Transaction, then the condition precedent set forth in this clause (B) may be limited to (x) customary “specified representations and warranties” warranties with respect to Holdings, the Borrower and the Restricted Subsidiaries and (y) customary specified acquisition agreement representations and warranties with respect to the Person to be acquired); provided, (C) after giving effect to further, that if the applicable Incremental Extension of Credit and the application of the proceeds therefrom (and assuming that the full amount of such Incremental Extension of Credit shall have been funded as Term Loans on such date), the Borrower shall be in compliance on a Pro Forma Basis with the financial covenants set forth in Sections 6.11 and 6.12 recomputed as of the last day of the most recently ended Fiscal Quarter (provided that if the proceeds of the applicable Incremental Extension of Credit are to be used secured by the Collateral on a junior basis to finance a Limited Condition Acquisition then the condition precedent set forth Obligations in this clause (C) may be satisfied in accordance with the terms respect of the Borrower’s LCA Election under Section 1.03) and (D) the Borrower Term Loans, then such Incremental Term Loans shall have delivered a certificate of a Responsible Officer be subject to the effect set forth in the immediately preceding clauses (A), (B) and (C), together with an intercreditor agreement reasonably detailed calculations demonstrating compliance with the immediately preceding clause (C) (which calculations shall, if made as of the last day of any Fiscal Quarter for which the Borrower has not delivered satisfactory to the Administrative Agent the financial statements and certificate of a Responsible Officer required to be delivered by Section 5.01(a) or 5.01(b) and Section 5.01(c), respectively, be accompanied by a reasonably detailed calculation of Consolidated EBITDA for the relevant period). For purposes of demonstrating compliance with clause of the immediately preceding sentence (C), any Revolving Commitment Increase shall be deemed to be fully drawn as of the last day of the most recently ended Fiscal QuarterAgent. In connection with any calculation of the Total Secured First Lien Net Leverage Ratio or the Total Secured Net Leverage Ratio for purposes of this Section 2.20(a2.13(a), the cash proceeds of the applicable Incremental Extension of Credit will not be deducted from Total Indebtedness or Senior Secured Indebtedness, respectively, when making such calculation. Each tranche of Incremental Term Loans and each Revolving Commitment Increase Extensions of Credit shall be in an integral multiple of $10,000,000 1,000,000 and be in an aggregate principal amount that is not less than $50,000,0005,000,000; provided that such amount may be less than $50,000,000 5,000,000 if such amount represents all the remaining availability under the aggregate principal amount of Incremental Extensions of Credit set forth above. (b) The Incremental Term Loans (i) shall rank pari passu or junior in right of payment in respect of the Collateral and with the Obligations in respect of the Revolving Commitments, the Tranche A Term Loans and the Tranche B Term Loans, (ii) for purposes of mandatory prepayments, shall have terms be treated substantially the same as (when taken as a whole) treated and in any event no more favorably than (xthan) in the case of Incremental Term Loans consisting of “tranche A” term loans, the Tranche A Term Loans and (y) in the case of Incremental Term Loans consisting of “tranche B” term loans, Tranche B Term Loans and (iii) except as provided in the immediately preceding clauses (i) and (ii) and other than amortization, pricing pricing, maturity date or maturity dateprepayment premiums, shall have the same terms (when taken as a whole) that are applicable prior to the Latest Maturity Date (at the time of incurrence) no more restrictive than the terms (when taken as a whole) (x) in the case of Incremental Term Loans consisting of “tranche A” term loans, applicable to the Tranche A Term Loans and (y) in the case of Incremental Term Loans consisting of “tranche B” term loans, the Tranche B Term Loans (in each case, as determined by the Borrower in its reasonable business judgment in consultation with the Administrative Agent) unless otherwise consented to by the Administrative AgentLoans; provided that (A) if the Weighted Average All-In Yield relating to any Incremental Term Loan consisting of additional “tranche A” term loans or “tranche B” term loans exceeds the Weighted Average All-In Yield relating to the Tranche A Term Loans or the Tranche B Term Loans, as applicable, immediately prior to the effectiveness of the applicable Incremental Facility Amendment by more than 0.50%, then the Applicable Rate Margin relating to the Tranche A Term Loans or Tranche B Term Loans, as applicable, shall be adjusted so that the Weighted Average All-In Yield relating to such Incremental Term Loans shall not exceed the Weighted Average All-In Yield relating to the Tranche A Term Loans or the Tranche B Term Loans, as applicable, by more than 0.50%; provided, however, that (x) the requirements set forth in this clause (A) shall not apply to any Incremental Extensions of Credit Term Loans the effective date of which is more than 12 six months after the Effective Closing Date and (y) any increase in the Applicable Rate Margin required pursuant to this clause (A) resulting from the application of any interest rate “floor” on any Incremental Term Loan consisting of “tranche A” term loans or “tranche B” term loans will be effected solely through the establishment or increase of an interest rate “floor” on the Tranche A Term Loans or Tranche B Term Loans, as applicable, (B) any Incremental Term Loan consisting of “tranche A” term loans or “tranche B” term loans shall not have a final maturity date earlier than the Tranche A Term Final Maturity Date or Tranche B for the Term Maturity Date, as applicable, Loans and (C) any Incremental Term Loan consisting of “tranche A” term loans or “tranche B” term loans shall not have a Weighted Average Life to Maturity that is shorter than the Weighted Average Life to Maturity of the then-remaining Tranche A Term Loans. Any term loans incurred by the Borrower pursuant to a Term Loan Increase shall have the same terms as the Term Loans. Any Incremental Term Commitments established pursuant to an Incremental Facility Amendment that have identical terms and conditions, and any Incremental Term Loans made thereunder, shall be designated as a separate series of Incremental Term Commitments and Incremental Term Loans for all purposes of this Agreement. For the avoidance of doubt, there shall be no borrowers or Tranche B guarantors in respect of any Incremental Term LoansLoans other than the Borrower and the Guarantors, as applicableand the Incremental Term Loans shall not be secured by any assets that do not constitute Collateral. (c) Each notice from the Borrower pursuant to this Section shall set forth the requested amount and proposed terms of the relevant Incremental Extension of Credit. Any additional bank, financial institution, existing Lender or other Person that elects to extend Incremental Extensions of Credit shall be reasonably satisfactory to the Borrower and the Administrative Agent (and, in the case of any Revolving Commitment Increase, each Issuing Bank) (any such bank, financial institution, existing Lender or other Person being called an “Additional Lender”) and, if not already a Lender (any such bank, financial institution or other Person being called an “Incremental Lender”), shall become a Lender under this Agreement pursuant to an amendment (an “Incremental Facility Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, such Additional Lender and the Administrative Agent. No Lender shall be obligated to provide any Incremental Extension of Credit, unless it so agrees. Commitments in respect of any Incremental Extensions of Credit shall become Commitments (or in the case of any Revolving Commitment Increase to be provided by an existing Revolving Lender, an increase in such Revolving Lender’s Revolving Commitment) under this Agreement upon the effectiveness of the applicable Incremental Facility Amendment. An Incremental Facility Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement or any other Loan Document as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section (including to provide for voting provisions applicable to the Additional Lenders comparable to the provisions of clause (B) of the second proviso of Section 9.02(b)). The effectiveness of any Incremental Facility Amendment shall, unless otherwise agreed to by the Administrative Agent and the Additional Lenders, be subject to the satisfaction on the effective date thereof of each of the conditions set forth in Section 4.02 (it being understood and agreed that all references to a Borrowing in Section 4.02 shall be deemed to refer to the applicable Incremental Facility Amendment)Section. (d) On Notwithstanding the date foregoing, the Incremental Extensions of effectiveness of Credit pursuant to this Section shall not be effective with respect to any Revolving Commitment Increase, Incremental Lender unless: (i) the aggregate principal amount Administrative Agent shall have received a duly executed Notice of the Revolving Loans outstanding (the “Existing Revolving Borrowings”) immediately prior to the effectiveness Borrowing in respect of such Revolving Commitment Increase shall be deemed to be repaid, Incremental Extension of Credit; (ii) each Revolving Commitment Increase Lender that shall have had a Revolving Commitment prior to the effectiveness of such Revolving Commitment Increase shall pay to the Administrative Agent shall have received one or more Joinder Agreements contemplated above, providing for Incremental Term Commitments in same day funds an the amount equal to the amount, if any, by which (A) (1) such Revolving Commitment Increase Lender’s Applicable Percentage (calculated after giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount Incremental Extension of the Resulting Revolving Borrowings (as hereinafter defined) exceeds (B) (1) such Revolving Commitment Increase Lender’s Applicable Percentage (calculated without giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount of the Existing Revolving Borrowings, Credit; (iii) each Revolving Commitment Increase Lender that shall not have had a Revolving Commitment prior to the effectiveness of such Revolving Commitment Increase shall pay to Administrative Agent in same day funds an amount equal to (1) such Revolving Commitment Increase Lender’s Applicable Percentage (calculated after giving effect to the effectiveness of such Revolving Commitment Increase) multiplied extent reasonably requested by (2) the aggregate principal amount of the Resulting Revolving Borrowings, (iv) after the Administrative Agent receives the funds specified in clauses (ii) and (iii) aboveAgent, the Administrative Agent shall pay to each Revolving Lender the portion of such funds that is equal to the amount, if any, by which have received (A) (1) such Revolving Lender’s Applicable Percentage (calculated without giving effect customary legal opinions addressed to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount of the Existing Revolving Borrowings, exceeds (B) (1) such Revolving Lender’s Applicable Percentage (calculated after giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount of the Resulting Revolving Borrowings, (v) after the effectiveness of such Revolving Commitment IncreaseAdministrative Agent, the Borrower shall be deemed Collateral Agent and the Lenders, board resolutions and officers’ certificates consistent with those delivered on the Closing Date other than changes to have made new Revolving Borrowings (the “Resulting Revolving Borrowings”) such legal opinion resulting from a Change in an aggregate principal amount equal Law, change in fact or change to the aggregate principal amount counsel’s form of the Existing Revolving Borrowings and of the Types and for the Interest Periods specified in a Borrowing Request delivered opinion reasonably satisfactory to the Administrative Agent and (B) reaffirmation agreements and/or such amendments to the Security Documents (including modifications to the Mortgages), as may be reasonably requested by the Administrative Agent in accordance with Section 2.03 (order to ensure that the enforceability of the Security Documents and the Borrower shall deliver such Borrowing Request), perfection and priority of the Liens thereunder are preserved and maintained; and (viiv) each Revolving Lender shall be deemed to hold its Applicable Percentage of each Resulting Revolving Borrowing (calculated after giving effect to the effectiveness as of such Revolving Commitment Increase) and (vii) the Borrower shall pay each Revolving Lender any and all accrued but unpaid interest on its Loans comprising the Existing Revolving Borrowings. The deemed payments of the Existing Revolving Borrowings made pursuant to clause (i) above shall be subject to compensation by the Borrower pursuant to the provisions of Section 2.15 if the effective date of the effectiveness Incremental Facility Amendment of such Revolving Commitment Increase occurs other than on Credit, upon the last day Administrative Agent’s receipt of the Interest Period relating thereto. Upon each Revolving Commitment Increase pursuant to documents required by this Section, each Revolving Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Revolving Commitment Increase Lender, and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of such Revolving Lender’s participations hereunder in outstanding Letters of Credit such that, after giving effect to such Revolving Commitment Increase and each such deemed assignment and assumption of participationsparagraph (d), the percentage Administrative Agent shall record the information contained in the applicable Joinder Agreement(s) in the Register and give prompt notice of the aggregate outstanding participations hereunder in Letters of Credit held by each Revolving Lender Incremental Term Commitments to the Borrower and the Lenders (including each such Revolving Commitment Increase Incremental Lender) will equal such Revolving Lender’s Applicable Percentage).

Incremental Extensions of Credit. (a) At any time and from time to time, subject to the terms and conditions set forth herein, the Borrower may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (i) to add one or more additional tranches of term loan commitments ("Incremental Term Commitments" and the loans (made thereunder, the “"Incremental Term Loans”), ") or (ii) solely during the Revolving Availability Period, one or more increases in the aggregate principal amount of the Revolving Commitments any Class of Loans (each such increase, a “Revolving Commitment "Term Loan Increase” " and, together with the Incremental Term Loans, the “"Incremental Extensions of Credit”) or (iii) to incur Alternative Incremental Facility Debt"), in an aggregate principal amount not to exceed the sum of (x) $125,000,000 206,000,000, less the aggregate principal amount of Incremental Equivalent Indebtedness incurred pursuant to clause (x) of the definition of "Incremental Equivalent Indebtedness" at or prior to such time, plus (y) [reserved], plus (z) an additional amount if, immediately after giving effect to the incurrence of such additional amount (but without giving effect to any amount incurred simultaneously under the immediately preceding clause (x)) and the application of the proceeds therefrom therefrom, (and assuming 1) in the case of any Term Loan Increase or any Incremental Term Loans that will be secured by the full amount Collateral on a pari passu basis (but without regard to control of such Incremental Extension remedies) with the Obligations in respect of Credit has been funded and that such Incremental Extension of Credit is secured)the Term Loans, the Total Secured First Lien Net Leverage Ratio, recomputed on a pro forma basis as of the last day of the most recently ended Fiscal QuarterQuarter giving effect to the incurrence of such Incremental Extension of Credit, is equal to or less than 2.50 2.00 to 1.00 or (provided 2) in the case of any Incremental Term Loans that if will be secured by the proceeds Collateral on a junior basis to the Obligations in respect of the applicable Term Loans, the Secured Net Leverage Ratio, recomputed on a pro forma basis as of the last day of the most recently ended Fiscal Quarter giving effect to the incurrence of such Incremental Extension of Credit are Credit, is equal to be used or less than 3.00 to finance a Limited Condition Acquisition then the calculation under this clause (y) may be satisfied in accordance with the terms of the Borrower’s LCA Election under Section 1.03)1.00; provided that at the time of each such request and upon the effectiveness of the applicable Incremental Facility Amendment, (A) no Default or Event of Default has occurred and is continuing or shall result therefrom (provided that if the proceeds of the applicable Incremental Extension of Credit are to be used to finance a Limited Condition Acquisition Conditions Transaction, then the condition precedent set forth in this clause (A) may be limited to Defaults described in clauses (a), (b), (hf) and (ig) of Section 7.01), 9.01) and (B) the representations and warranties of the Loan Parties set forth in the Loan Documents would be true and correct in all material respects (or, in the case of representations and warranties qualified as to materiality, in all respects) on and as of the date of, and immediately after giving effect to, the effectiveness of the applicable Incremental Facility Amendment, except in the case of any such representation and warranty that expressly relates to a prior date, in which case such representation and warranty shall be true and correct in all material respects (or in all respects, as applicable) as of such earlier date (provided that if the proceeds of the applicable Incremental Extension of Credit are to be used to finance a Limited Condition AcquisitionConditions Transaction, then the condition precedent set forth in this clause (B) may be limited to (x) customary “specified representations and warranties” warranties with respect to Holdings, the Borrower and the Restricted Subsidiaries and (y) customary specified acquisition agreement representations and warranties with respect to the Person to be acquired); provided, (C) after giving effect to further, that if the applicable Incremental Extension of Credit and the application of the proceeds therefrom (and assuming that the full amount of such Incremental Extension of Credit shall have been funded as Term Loans on such date), the Borrower shall be in compliance on a Pro Forma Basis with the financial covenants set forth in Sections 6.11 and 6.12 recomputed as of the last day of the most recently ended Fiscal Quarter (provided that if the proceeds of the applicable Incremental Extension of Credit are to be used secured by the Collateral on a junior basis to finance a Limited Condition Acquisition then the condition precedent set forth Obligations in this clause (C) may be satisfied in accordance with the terms respect of the Borrower’s LCA Election under Section 1.03) and (D) the Borrower Term Loans, then such Incremental Term Loans shall have delivered a certificate of a Responsible Officer be subject to the effect set forth in the immediately preceding clauses (A), (B) and (C), together with an intercreditor agreement reasonably detailed calculations demonstrating compliance with the immediately preceding clause (C) (which calculations shall, if made as of the last day of any Fiscal Quarter for which the Borrower has not delivered satisfactory to the Administrative Agent the financial statements and certificate of a Responsible Officer required to be delivered by Section 5.01(a) or 5.01(b) and Section 5.01(c), respectively, be accompanied by a reasonably detailed calculation of Consolidated EBITDA for the relevant period). For purposes of demonstrating compliance with clause of the immediately preceding sentence (C), any Revolving Commitment Increase shall be deemed to be fully drawn as of the last day of the most recently ended Fiscal QuarterAgent. In connection with any calculation of the Total Secured First Lien Net Leverage Ratio or the Total Secured Net Leverage Ratio for purposes of this Section 2.20(a2.13(a), the cash proceeds of the applicable Incremental Extension of Credit will not be deducted from Total Indebtedness or Senior Secured Indebtedness, respectively, when making such calculation. Each tranche of Incremental Term Loans and each Revolving Commitment Increase Extensions of Credit shall be in an integral multiple of $10,000,000 1,000,000 and be in an aggregate principal amount that is not less than $50,000,0005,000,000; provided that such amount may be less than $50,000,000 5,000,000 if such amount represents all the remaining availability under the aggregate principal amount of Incremental Extensions of Credit set forth above. (b) The Incremental Term Loans (i) shall rank pari passu or junior in right of payment in respect of the Collateral and with the Obligations in respect of the Revolving Commitments, the Tranche A Term Loans and the Tranche B Term Loans, (ii) for purposes of mandatory prepayments, shall have terms be treated substantially the same as (when taken as a whole) treated and in any event no more favorably than (xthan) in the case of Incremental Term Loans consisting of “tranche A” term loans, the Tranche A Term Loans and (y) in the case of Incremental Term Loans consisting of “tranche B” term loans, Tranche B Term Loans and (iii) except as provided in the immediately preceding clauses (i) and (ii) and other than amortization, pricing pricing, maturity date or maturity dateprepayment premiums, shall have the same terms (when taken as a whole) that are applicable prior to the Latest Maturity Date (at the time of incurrence) no more restrictive than the terms (when taken as a whole) (x) in the case of Incremental Term Loans consisting of “tranche A” term loans, applicable to the Tranche A Term Loans and (y) in the case of Incremental Term Loans consisting of “tranche B” term loans, the Tranche B Term Loans (in each case, as determined by the Borrower in its reasonable business judgment in consultation with the Administrative Agent) unless otherwise consented to by the Administrative AgentLoans; provided that (A) if the Weighted Average All-In Yield relating to any Incremental Term Loan consisting of additional “tranche A” term loans or “tranche B” term loans exceeds the Weighted Average All-In Yield relating to the Tranche A Term Loans or the Tranche B Term Loans, as applicable, immediately prior to the effectiveness of the applicable Incremental Facility Amendment by more than 0.50%, then the Applicable Rate Margin relating to the Tranche A Term Loans or Tranche B Term Loans, as applicable, shall be adjusted so that the Weighted Average All-In Yield relating to such Incremental Term Loans shall not exceed the Weighted Average All-In Yield relating to the Tranche A Term Loans or the Tranche B Term Loans, as applicable, by more than 0.50%; provided, however, that (x) the requirements set forth in this clause (A) shall not apply to any Incremental Extensions of Credit Term Loans the effective date of which is more than 12 six months after the Effective Closing Date and (y) any increase in the Applicable Rate Margin required pursuant to this clause (A) resulting from the application of any interest rate “floor” on any Incremental Term Loan consisting of “tranche A” term loans or “tranche B” term loans will be effected solely through the establishment or increase of an interest rate “floor” on the Tranche A Term Loans or Tranche B Term Loans, as applicable, (B) any Incremental Term Loan consisting of “tranche A” term loans or “tranche B” term loans shall not have a final maturity date earlier than the Tranche A Term Final Maturity Date or Tranche B for the Term Maturity Date, as applicable, Loans and (C) any Incremental Term Loan consisting of “tranche A” term loans or “tranche B” term loans shall not have a Weighted Average Life to Maturity that is shorter than the Weighted Average Life to Maturity of the then-remaining Tranche A Term Loans. Any term loans incurred by the Borrower pursuant to a Term Loan Increase shall have the same terms as the Term Loans. Any Incremental Term Commitments established pursuant to an Incremental Facility Amendment that have identical terms and conditions, and any Incremental Term Loans made thereunder, shall be designated as a separate series of Incremental Term Commitments and Incremental Term Loans for all purposes of this Agreement. For the avoidance of doubt, there shall be no borrowers or Tranche B guarantors in respect of any Incremental Term LoansLoans other than the Borrower and the Guarantors, as applicableand the Incremental Term Loans shall not be secured by any assets that do not constitute Collateral. (c) Each notice from the Borrower pursuant to this Section shall set forth the requested amount and proposed terms of the relevant Incremental Extension of Credit. Any additional bank, financial institution, existing Lender or other Person that elects to extend Incremental Extensions of Credit shall be reasonably satisfactory to the Borrower and the Administrative Agent (and, in the case of any Revolving Commitment Increase, each Issuing Bank) (any such bank, financial institution, existing Lender or other Person being called an “Additional Lender”) and, if not already a Lender (any such bank, financial institution or other Person being called an “Incremental Lender”), shall become a Lender under this Agreement pursuant to an amendment (an “Incremental Facility Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, such Additional Lender and the Administrative Agent. No Lender shall be obligated to provide any Incremental Extension of Credit, unless it so agrees. Commitments in respect of any Incremental Extensions of Credit shall become Commitments (or in the case of any Revolving Commitment Increase to be provided by an existing Revolving Lender, an increase in such Revolving Lender’s Revolving Commitment) under this Agreement upon the effectiveness of the applicable Incremental Facility Amendment. An Incremental Facility Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement or any other Loan Document as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section (including to provide for voting provisions applicable to the Additional Lenders comparable to the provisions of clause (B) of the second proviso of Section 9.02(b)). The effectiveness of any Incremental Facility Amendment shall, unless otherwise agreed to by the Administrative Agent and the Additional Lenders, be subject to the satisfaction on the effective date thereof of each of the conditions set forth in Section 4.02 (it being understood and agreed that all references to a Borrowing in Section 4.02 shall be deemed to refer to the applicable Incremental Facility Amendment)Section. (d) On Notwithstanding the date foregoing, the Incremental Extensions of effectiveness of Credit pursuant to this Section shall not be effective with respect to any Revolving Commitment Increase, Incremental Lender unless: (i) the aggregate principal amount Administrative Agent shall have received a duly executed Notice of the Revolving Loans outstanding (the “Existing Revolving Borrowings”) immediately prior to the effectiveness Borrowing in respect of such Revolving Commitment Increase shall be deemed to be repaid, Incremental Extension of Credit; (ii) each Revolving Commitment Increase Lender that shall have had a Revolving Commitment prior to the effectiveness of such Revolving Commitment Increase shall pay to the Administrative Agent shall have received one or more Joinder Agreements contemplated above, providing for Incremental Term Commitments in same day funds an the amount equal to the amount, if any, by which (A) (1) such Revolving Commitment Increase Lender’s Applicable Percentage (calculated after giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount Incremental Extension of the Resulting Revolving Borrowings (as hereinafter defined) exceeds (B) (1) such Revolving Commitment Increase Lender’s Applicable Percentage (calculated without giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount of the Existing Revolving Borrowings, Credit; (iii) each Revolving Commitment Increase Lender that shall not have had a Revolving Commitment prior to the effectiveness of such Revolving Commitment Increase shall pay to Administrative Agent in same day funds an amount equal to (1) such Revolving Commitment Increase Lender’s Applicable Percentage (calculated after giving effect to the effectiveness of such Revolving Commitment Increase) multiplied extent reasonably requested by (2) the aggregate principal amount of the Resulting Revolving Borrowings, (iv) after the Administrative Agent receives the funds specified in clauses (ii) and (iii) aboveAgent, the Administrative Agent shall pay to each Revolving Lender the portion of such funds that is equal to the amount, if any, by which have received (A) (1) such Revolving Lender’s Applicable Percentage (calculated without giving effect customary legal opinions addressed to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount of the Existing Revolving Borrowings, exceeds (B) (1) such Revolving Lender’s Applicable Percentage (calculated after giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount of the Resulting Revolving Borrowings, (v) after the effectiveness of such Revolving Commitment IncreaseAdministrative Agent, the Borrower shall be deemed Collateral Agent and the Lenders, board resolutions and officers’ certificates consistent with those delivered on the Closing Date other than changes to have made new Revolving Borrowings (the “Resulting Revolving Borrowings”) such legal opinion resulting from a Change in an aggregate principal amount equal Law, change in fact or change to the aggregate principal amount counsel’s form of the Existing Revolving Borrowings and of the Types and for the Interest Periods specified in a Borrowing Request delivered opinion reasonably satisfactory to the Administrative Agent and (B) reaffirmation agreements and/or such amendments to the Security Documents (including modifications to the Mortgages), as may be reasonably requested by the Administrative Agent in accordance with Section 2.03 (order to ensure that the enforceability of the Security Documents and the Borrower shall deliver such Borrowing Request), perfection and priority of the Liens thereunder are preserved and maintained; and (viiv) each Revolving Lender shall be deemed to hold its Applicable Percentage of each Resulting Revolving Borrowing (calculated after giving effect to the effectiveness as of such Revolving Commitment Increase) and (vii) the Borrower shall pay each Revolving Lender any and all accrued but unpaid interest on its Loans comprising the Existing Revolving Borrowings. The deemed payments of the Existing Revolving Borrowings made pursuant to clause (i) above shall be subject to compensation by the Borrower pursuant to the provisions of Section 2.15 if the effective date of the effectiveness Incremental Facility Amendment of such Revolving Commitment Increase occurs other than on Credit, upon the last day Administrative Agent’s receipt of the Interest Period relating thereto. Upon each Revolving Commitment Increase pursuant to documents required by this Section, each Revolving Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Revolving Commitment Increase Lender, and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of such Revolving Lender’s participations hereunder in outstanding Letters of Credit such that, after giving effect to such Revolving Commitment Increase and each such deemed assignment and assumption of participationsparagraph (d), the percentage Administrative Agent shall record the information contained in the applicable Joinder Agreement(s) in the Register and give prompt notice of the aggregate outstanding participations hereunder in Letters of Credit held by each Revolving Lender Incremental Term Commitments to the Borrower and the Lenders (including each such Revolving Commitment Increase Incremental Lender) will equal such Revolving Lender’s Applicable Percentage).