Common use of Incremental Extensions of Credit Clause in Contracts

Incremental Extensions of Credit. Subject to the terms and conditions set forth herein, the Borrower may at any time and from time to time, request to add additional term loans (the "Incremental Term Loans") or additional revolving credit commitments (the "Incremental Revolving Commitments," and together with the Incremental Term Loans, the "Incremental Extensions of Credit") in a minimum principal amount of $15.0 million for all Incremental Term Loans or all Incremental Revolving Loans consummated on the same date; provided that (x) immediately prior to and after giving effect to any Incremental Facility Amendment, no Default has occurred or is continuing or shall result therefrom and the Borrower shall, after giving effect to the incurrence of the Incremental Term Loans, be in compliance with Sections 6.11 and 6.12 on a Pro Forma Basis as of the most recent Test Period and as of the date of incurrence of the Incremental Term Loans and (y) the Incremental Extensions of Credit shall rank pari passu in right of payment and right of security in respect of the Collateral with the then existing Facilities. In addition, (a) the Incremental Extensions of Credit shall be in an aggregate principal amount not exceeding $100 million, (b) the Incremental Term Loans shall not have a final maturity date earlier than the Term Loan Maturity Date, (c) the Incremental Revolving Commitments shall not have a final maturity date earlier than the Revolving Facility Maturity Date, (d) the Incremental Term Loans shall not have a weighted average life that is shorter than that of the then-remaining weighted average life of the Term Loans made on the Closing Date, (e) the Incremental Revolving Commitments shall not have a weighted average life that is shorter than that of the then-remaining weighted average life of the Revolving Facility Commitments made on the Closing Date, (f) to the extent that the terms of any Incremental Term Loans (other than as specifically contemplated by immediately preceding clauses (b) and (d)) differ from the Term Loans made on the Closing Date, such terms shall be reasonably acceptable to the Administrative Agent and the Joint Lead Arrangers, (g) to the extent that the terms of any Incremental Revolving Commitments (other than as specifically contemplated by immediately preceding clauses (c) and (e)) differ from the Revolving Facility Commitments made on the Closing Date, such terms shall be reasonably acceptable to the Administrative Agent, each Issuing Lender and the Joint Lead Arrangers, (h) the Applicable Margins for the Incremental Term Loans shall be determined by Borrower and the applicable new Lenders; provided, however, that the Applicable Margins for the Incremental Term Loans shall not be greater than the then Applicable Margin payable with respect to Term Loans plus 50 basis points (and the Applicable Margin then applicable to the Term Loans shall be increased to the extent necessary to achieve the foregoing) and (i) all fees and expenses owing in respect of such Incremental Extensions of Credit to the Administrative Agent, the Joint Lead Arrangers and the Lenders (including reasonable fees and expenses of counsel) shall have been paid. Any additional bank, financial institution, existing Lender or other Person that elects to extend commitments to provide Incremental Extensions of Credit shall be reasonably satisfactory to the Borrower and, in the case of Incremental Revolving Commitments, the Administrative Agent and the Joint Lead Arrangers (any such bank, financial institution, existing Lender or other Person being called an "Additional 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 2.21, and, as appropriate, the other Loan Documents, executed by the Borrower, each existing Lender agreeing to provide a commitment in respect of the Incremental Extensions of Credit, if any, each Additional Lender, if any, and the Administrative Agent. Commitments in respect of Incremental Extensions of Credit shall become Commitments under this Agreement. An Incremental Facility Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be reasonably necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section. The effectiveness of any Incremental Facility Amendment shall be subject to the satisfaction on the date thereof (each, an "Incremental Facility Closing Date") of each of the conditions set forth in Section 4.01 (it being understood that all references to "the date of such Borrowing" in Section 4.01 shall be deemed to refer to the Incremental Facility Closing Date). Except as set forth above, the proceeds of the Incremental Extensions of Credit shall be used for general corporate purposes including Permitted Business Acquisitions.

Incremental Extensions of Credit. Subject (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 at any time and from time may, by notice to timethe 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 credit commitments (the "each, an 118 “Incremental Revolving Commitments," 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 (v) Alternative Incremental Facility Debt, in a minimum an aggregate principal amount of $15.0 million for all Incremental Term Loans or all Incremental Revolving Loans consummated on up to the same date; provided that sum of (x) immediately prior the greater of (A) $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) the amount of any voluntary prepayments of the Term Loans, any Alternative Incremental Facility Debt and permanent reductions in the amount of the Revolving Commitments, in each case, to the extent not funded with long-term Indebtedness; provided that, at the time of each such request and after giving effect to any upon the effectiveness of each Incremental Facility Amendment, (A) no Event of Default has occurred or and is continuing or shall result therefrom and (or, in the event the proceeds of any Incremental Extension of Credit are used to finance any Limited Condition Transaction permitted hereunder for which the Borrower shallhas made an LCT Election, after giving effect to the incurrence no Event of the Incremental Term Loans, Default shall exist and be in compliance with Sections 6.11 and 6.12 on a Pro Forma Basis continuing as of the most recent LCT Test Period Date for such Limited Condition Transaction), (B) the representations and warranties of the Borrower and each other Loan 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 or Material Adverse Effect, in all respects) on and as of the date of of, and immediately after giving effect to, the incurrence of the such Incremental Term Loans and (y) the Incremental Extensions Extension of Credit shall rank pari passu (or, if incurred in right of payment and right of security in respect of the Collateral connection with the then existing Facilities. In additiona Limited Condition Transaction, (a) the Incremental Extensions of Credit shall be in an aggregate principal amount not exceeding $100 million, (b) the Incremental Term Loans shall not have a final maturity date earlier than the Term Loan Maturity Date, (c) the Incremental Revolving Commitments shall not have a final maturity date earlier than the Revolving Facility Maturity Date, (d) the Incremental Term Loans shall not have a weighted average life that is shorter than that of the then-remaining weighted average life of the Term Loans made on the Closing LCT Test Date, ) (e) provided that in the Incremental Revolving Commitments shall not have a weighted average life that is shorter than that of event the then-remaining weighted average life of the Revolving Facility Commitments made on the Closing Date, (f) to the extent that the terms proceeds of any Incremental Term Loans (other than as specifically contemplated by immediately preceding clauses (b) and (d)) differ from the Term Loans made on the Closing DateExtension of Credit are used to finance any Investment permitted hereunder, such terms shall be reasonably acceptable condition precedent related to the Administrative Agent making and accuracy of such representations and warranties may be waived or limited as agreed between the Joint Lead Arrangers, (g) to the extent that the terms of any Incremental Revolving Commitments (other than as specifically contemplated by immediately preceding clauses (c) and (e)) differ from the Revolving Facility Commitments made on the Closing Date, such terms shall be reasonably acceptable to the Administrative Agent, each Issuing Lender and the Joint Lead Arrangers, (h) the Applicable Margins for the Incremental Term Loans shall be determined by Borrower and the applicable new Lenders; provided, however, that the Applicable Margins for the Incremental Term Loans shall not be greater than the then Applicable Margin payable with respect to Term Loans plus 50 basis points (and the Applicable Margin then applicable to the Term Loans shall be increased to the extent necessary to achieve the foregoing) and (i) all fees and expenses owing in respect of Lenders providing such Incremental Extensions of Credit to the Administrative Agent, the Joint Lead Arrangers and the Lenders (including reasonable fees and expenses of counsel) shall have been paid. Any additional bank, financial institution, existing Lender or other Person that elects to extend commitments to provide Incremental Extensions of Credit shall be reasonably satisfactory to the Borrower and, in the case of Incremental Revolving Commitments, the Administrative Agent and the Joint Lead Arrangers (any such bank, financial institution, existing Lender or other Person being called an "Additional 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 2.21, and, as appropriate, the other Loan Documents, executed by the Borrower, each existing Lender agreeing to provide a commitment in respect of the Incremental Extensions Extension of Credit, if any, each Additional Lender, if any, and the Administrative Agent. Commitments in respect of Incremental Extensions of Credit shall become Commitments under this Agreement. An Incremental Facility Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement ) and (C) the other Loan Documents as may be reasonably necessary Borrower shall have delivered a certificate of a Financial Officer or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section. The effectiveness of any Incremental Facility Amendment shall be subject legal officer to the satisfaction on the date thereof (each, an "Incremental Facility Closing Date") of each of the conditions effect set forth in Section 4.01 clauses (it being understood that all references to "the date A) and (B) above. Each Class of such Borrowing" in Section 4.01 Incremental Term Loans and Incremental Revolving Commitments, and each Revolving Commitment Increase, shall be deemed to refer to the Incremental Facility Closing Date). Except as set forth above, the proceeds in an integral multiple of the $1,000,000 and be in an aggregate principal amount that is not less than $10,000,000; provided that such amount may be less than $10,000,000 if such amount represents all the remaining availability under the aggregate principal amount of Incremental Extensions of Credit shall be used for general corporate purposes including Permitted Business Acquisitionsset forth above.

Incremental Extensions of Credit. Subject to the terms and conditions set forth herein, the Borrower may at any time and from time to time, request to add additional term loans (the "“Incremental Term Loans"”) or additional revolving credit commitments (the "“Incremental Revolving Commitments," ” and together with the Incremental Term Loans, the "“Incremental Extensions of Credit"”) in a minimum principal amount of $15.0 million for all Incremental Term Loans or all Incremental Revolving Loans Commitments consummated on the same date; provided that (x) immediately prior to and after giving effect to any Incremental Facility Amendment, no Default or Event of Default has occurred or is continuing or shall result therefrom therefrom; provided that if such Incremental Extension of Credit is being incurred to finance a Limited Condition Acquisition and an LCA Election has been made, the Borrower shall, after giving effect to the incurrence provisions of the Incremental Term Loans, be in compliance with Sections 6.11 and 6.12 on a Pro Forma Basis as of the most recent Test Period and as of the date of incurrence of the Incremental Term Loans Section 1.04 shall apply; and (y) the Incremental Extensions of Credit shall rank pari passu in right of payment and right of security in respect of the Collateral with the then existing Facilities. In addition, (a) the Incremental Extensions of Credit shall be in an aggregate principal amount not exceeding $100 millionan amount such that, after giving effect to the incurrence of such Incremental Extension of Credit (and assuming that any Incremental Revolving Commitments are fully drawn), the Consolidated Senior Secured Leverage Ratio does not exceed 4.00 to 1.00 on a Pro Forma Basis as of the most recent Test Period and as of the date of such Incremental Extension of Credit and the Consolidated Leverage Ratio does not exceed 5.75 to 1.00 on a Pro Forma Basis as of the most recent Test Period and as of the date of such Incremental Extension of Credit; provided that if such Incremental Extension of Credit is being incurred to finance a Limited Condition Acquisition and an LCA Election has been made, the provisions of Section 1.04 shall apply, (b) the Incremental Term Loans shall not have a final maturity date earlier than six months after the Term Loan Revolving Facility Maturity Date, (c) the Incremental Revolving Commitments shall not have a final maturity date earlier than the Revolving Facility Maturity Date, (d) the weighted average life of the Incremental Term Loans shall be determined by the Borrower and the lenders providing such loans but shall not have a weighted average life that is be shorter than that of the a then-remaining weighted average life of the Term Loans made on the Closing DateRevolving Facility Commitments, (e) the Incremental Revolving Commitments shall not have a weighted average life that is shorter than that of the then-remaining weighted average life of the Revolving Facility Commitments made on the Closing DateCommitments, (f) to the extent that the terms of any Incremental Term Loans (other than as specifically contemplated by immediately preceding clauses (b) and (d)) differ from shall be determined by the Borrower and the Lenders providing such Incremental Term Loans made on the Closing Date, such terms and shall be reasonably acceptable to the Administrative Agent and the Joint Lead ArrangersAgent, (g) to the extent that the terms of any Incremental Revolving Commitments (other than as specifically contemplated by immediately preceding clauses (c) and (e)) differ from the Revolving Facility Commitments made on the Closing DateCommitments, such terms shall be reasonably acceptable to the Administrative Agent, Agent and each Issuing Lender and the Joint Lead ArrangersBank, (h) if the then yield (which shall be deemed to include all upfront or similar fees or original issue discount (“OID”) payable to all Lenders providing such Incremental Revolving Commitments in the initial primary syndication thereof; provided that OID and upfront fees shall be equated to interest rate assuming a 4-year life to maturity (or, if less, the stated life to maturity at the time of its incurrence of the applicable Indebtedness); provided, further, that “bona fide arrangement fees, structuring fees, underwriting fees, commitment fees, ticking fees or any other fees similar to the foregoing paid to arrangers or any or all underwriting lenders (only in the case of ticking fees or commitment fees, as a result of proving binding commitments to the Borrower in respect of an Incremental Extension of Credit) for such Indebtedness or commitments in respect thereof, and customary consent fees paid generally to consenting lenders, shall be excluded) (the “Effective Yield”) with respect to any such Incremental Revolving Commitments exceeds the then applicable Effective Yield on the Revolving Facility Loans (which shall be deemed to include upfront or similar fees or original issue discount payable to all Revolving Facility Lenders in the initial primary syndication thereof) by more than 50 basis points, the Applicable Margins Margin for the Incremental Term Loans Revolving Commitments shall be determined automatically increased by Borrower and the applicable new Lenders; provided, however, amount necessary so that the Applicable Margins for the Effective Yield of such Incremental Term Loans shall not be greater is no more than the then Applicable Margin payable with respect to Term Loans plus 50 basis points (and higher than the Applicable Margin then applicable to Effective Yield for the Term Revolving Facility Loans shall be increased to the extent necessary to achieve the foregoing) and (i) all fees and expenses owing in respect of such Incremental Extensions of Credit to the Administrative Agent, the Joint Lead Arrangers Agent and the Lenders (including reasonable fees and expenses of counsel) shall have been paid. Any Incremental Extensions of Credit may be provided by any existing Lender (it being understood that no existing Lender shall have an obligation to make all or any portion of any Incremental Extension of Credit) or by any additional bank, financial institution, existing Lender or other Person that elects to extend commitments to provide Incremental Extensions of Credit shall be so long as such additional bank, financial institution or other person is reasonably satisfactory to the Borrower and, in the case of Incremental Revolving Commitments, the Administrative Agent and the Joint Lead Arrangers Issuing Bank (any such bank, financial institution, existing Lender or other Person being called an "“Additional 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 2.21, and, as appropriate, the other Loan Documents, executed by the Borrower, each existing Lender agreeing to provide a commitment in respect of the Incremental Extensions of Credit, if any, each Additional Lender, if any, and the Administrative Agent. Commitments in respect of Incremental Extensions of Credit shall become Commitments under this Agreement. An Incremental Facility Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be reasonably necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this SectionSection 2.21. The effectiveness of any Incremental Facility Amendment shall be subject to the satisfaction on the date thereof (each, an "“Incremental Facility Closing Date"”) of each of the conditions set forth in Section 4.01 (it being understood that all references to "“the date of such Borrowing" ” in Section 4.01 shall be deemed to refer to the Incremental Facility Closing Date). Except as set forth above; provided that if such Incremental Extension of Credit is being incurred to finance a Limited Condition Acquisition and an LCA Election has been made, the provisions of Section 1.04 shall apply. The proceeds of the Incremental Extensions of Credit shall be used for general corporate purposes including Permitted Business Acquisitions.

Incremental Extensions of Credit. Subject (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 at any time and from time may, by notice to timethe 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 denominated in dollars (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 credit commitments (the "each, an “Incremental Revolving Commitments," 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 (v) Alternative Incremental Facility Debt, in a minimum an aggregate principal amount of $15.0 million for all Incremental Term Loans or all Incremental Revolving Loans consummated on the same date; provided that up to (x) immediately prior $225,000,000 (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 1.06)), plus (y) the amount of any voluntary prepayments of the Term Loans and permanent reductions in the amount of the Revolving Commitments, in each case, to and after giving effect to any Incremental Facility Amendmentthe extent not funded with long-term Indebtedness, no Default has occurred or is continuing or shall result therefrom and the Borrower shallplus (z) an additional amount if, after giving effect to the incurrence of such additional amount and the Incremental Term Loans, be in compliance with Sections 6.11 and 6.12 on a Pro Forma Basis as application of the most recent Test Period and as of the date of incurrence of the Incremental Term Loans and proceeds therefrom (y) the Incremental Extensions of Credit shall rank pari passu in right of payment and right of security in respect of the Collateral with the then existing Facilities. In addition, (a) the Incremental Extensions of Credit shall be in an aggregate principal amount not exceeding $100 million, (b) the Incremental Term Loans shall not have a final maturity date earlier than the Term Loan Maturity Date, (c) the Incremental Revolving Commitments shall not have a final maturity date earlier than the Revolving Facility Maturity Date, (d) the Incremental Term Loans shall not have a weighted average life that is shorter than that of the then-remaining weighted average life of the Term Loans made on the Closing Date, (e) the Incremental Revolving Commitments shall not have a weighted average life that is shorter than that of the then-remaining weighted average life of the Revolving Facility Commitments made on the Closing Date, (f) to the extent assuming that the terms of any Incremental Term Loans (other than as specifically contemplated by immediately preceding clauses (b) and (d)) differ from the Term Loans made on the Closing Date, such terms shall be reasonably acceptable to the Administrative Agent and the Joint Lead Arrangers, (g) to the extent that the terms of any Incremental Revolving Commitments (other than as specifically contemplated by immediately preceding clauses (c) and (e)) differ from the Revolving Facility Commitments made on the Closing Date, such terms shall be reasonably acceptable to the Administrative Agent, each Issuing Lender and the Joint Lead Arrangers, (h) the Applicable Margins for the Incremental Term Loans shall be determined by Borrower and the applicable new Lenders; provided, however, that the Applicable Margins for the Incremental Term Loans shall not be greater than the then Applicable Margin payable with respect to Term Loans plus 50 basis points (and the Applicable Margin then applicable to the Term Loans shall be increased to the extent necessary to achieve the foregoing) and (i) all fees and expenses owing in respect full amount of such Incremental Extensions of Credit to the Administrative Agentbeing established on such date has been funded on such date), the Joint Lead Arrangers Consolidated Secured Leverage Ratio is equal to or less than 1.50 to 1.00 (assuming any such Incremental Revolving Commitments being established on such date are fully drawn and excluding any amounts incurred concurrently in reliance on clause (x) above) (it being understood that if the Lenders (including reasonable fees and expenses proceeds of counsel) shall have been paid. Any additional bank, financial institution, existing Lender or other Person that elects to extend commitments to provide the relevant Incremental Extensions of Credit shall will be reasonably satisfactory applied to finance a Limited Condition Transaction and the Borrower andhas made an LCT Election, compliance with the Consolidated Secured Leverage Ratio test prescribed above may be determined as of the LCT Test Date in respect of such Limited Condition Transaction on a Pro Forma Basis); provided that, at the time of each such request and upon the effectiveness of each Incremental Facility Amendment, (A) no Event of Default has occurred and is continuing or shall result therefrom (or, in the event the proceeds of any Incremental Extension of Credit are used to finance any Limited Condition Transaction permitted hereunder for which the Borrower has made an LCT Election, no Event of Default shall exist and be continuing as of the LCT Test Date for such Limited Condition Transaction), (B) the representations and warranties of Holdings, the Borrower and each other Loan Party, as applicable, set forth in the Loan Documents would be true and correct in all material respects (or, in the case of Incremental Revolving Commitmentsrepresentations and warranties qualified as to materiality or Material Adverse Effect, in all respects) on and as of the date of, and immediately after giving effect to, the Administrative Agent incurrence of such Incremental Extension of Credit (or, if incurred in connection with a Limited Condition Transaction, on the LCT Test Date) (provided that in the event the proceeds of any Incremental Extension of Credit are used to finance any Investment permitted hereunder, such condition precedent related to the making and accuracy of such representations and warranties may be waived or limited as agreed between the Borrower and the Joint Lead Arrangers (any Lenders providing such bank, financial institution, existing Lender or other Person being called an "Additional 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 2.21, and, as appropriate, the other Loan Documents, executed by the Borrower, each existing Lender agreeing to provide a commitment in respect of the Incremental Extensions Extension of Credit, if any, each Additional Lender, if any, and the Administrative Agent. Commitments in respect of Incremental Extensions of Credit shall become Commitments under this Agreement. An Incremental Facility Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement ) and (C) the other Loan Documents as may be reasonably necessary or appropriate, in the opinion Borrower shall have delivered a certificate of the Administrative Agent, to effect the provisions of this Section. The effectiveness of any Incremental Facility Amendment shall be subject a Financial Officer to the satisfaction on the date thereof (each, an "Incremental Facility Closing Date") of each of the conditions effect set forth in Section 4.01 clauses (it being understood that all references to "the date A) and (B) above. Each Class of such Borrowing" in Section 4.01 Incremental Term Loans and Incremental Revolving Commitments, and each Revolving Commitment Increase, shall be deemed to refer to the Incremental Facility Closing Date). Except as set forth above, the proceeds in an integral multiple of the $5,000,000 and be in an aggregate principal amount that is not less than $25,000,000; provided that such amount may be less than $25,000,000 if such amount represents all the remaining availability under the aggregate principal amount of Incremental Extensions of Credit shall be used for general corporate purposes including Permitted Business Acquisitionsset forth above.

Incremental Extensions of Credit. Subject (a) At any time and from time to time, commencing on the Closing Date and ending on the latest Maturity Date, subject to the terms and conditions set forth herein, the Borrower may at any time and from time may, by notice to timethe 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 additional revolving credit commitments more increases in the aggregate amount of any Class of Term Loans (each such increase, a “Incremental Term Loan Increase”), (iii) solely during the "Incremental Revolving Commitments," and 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 and any Alternative Incremental Facility Debt, the "“Incremental Extensions of Credit") in a minimum principal amount of $15.0 million for all Incremental Term Loans or all Incremental Revolving Loans consummated on the same date; provided that (x) immediately prior to and after giving effect to any Incremental Facility Amendment”, no Default has occurred or is continuing or shall result therefrom and the Borrower shall, after giving effect to the incurrence of together with the Incremental Term Loans, be any Revolving Commitment Increase and any Incremental Term Loan Increase, the “Incremental Facilities”)) or (iv) Alternative Incremental Facility Debt, in compliance an aggregate principal amount of up to the sum of (x) the greater of (A) $70,000,000 (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 Sections 6.11 Section 1.05)) and 6.12 (B) 50% of Consolidated EBITDA for the most recently ended Test Period (the “Incremental Starter Basket”), plus (y) the amount of any voluntary prepayments of the Term Loans, any Alternative Incremental Facility Debt (to the extent such Alternative Incremental Facility Debt is incurred under the Incremental Starter Basket) and permanent reductions in the amount of the Revolving Commitments, in each case, to the extent not funded with Long-Term Indebtedness (amounts under this clause (y), the “Incremental Prepayment Basket”), plus (z) an unlimited amount at any time (including at any time prior to utilization of the Incremental Starter Basket and the Incremental Prepayment Basket) so long as, in the case of this clause (z), (A) in the case of Indebtedness secured by the Collateral on a Pro Forma Basis pari passu basis with the Term Loans, the Consolidated First Lien Net Leverage Ratio as of the most recent Test Period does not exceed 4.00 to 1.00 on a Pro Forma Basis, (B) in the case of Indebtedness secured by the Collateral on a junior lien basis with the Term Loans, the Consolidated Secured Net Leverage Ratio as of the most recent Test Period does not exceed 4.50 to 1.00 on a Pro Forma Basis and (C) in the case of unsecured Indebtedness, the Consolidated Total Net Leverage Ratio as of the most recent Test Period does not exceed 4.50 to 1.00 on a Pro Forma Basis (amounts under this clause (z), the “Incremental Ratio Basket”); provided that, at the time of each such request and upon the effectiveness of each Incremental Facility Amendment, (A) no Event of Default has occurred and is continuing or shall result therefrom (or, in the event the proceeds of any Incremental Extension of Credit are used to finance any Limited Condition Transaction permitted hereunder for which the Borrower has made an LCT Election, no Event of Default shall exist and be continuing as of the LCT Test Date for such Limited Condition Transaction), (B) the representations and warranties of the Borrower and each other Loan 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 or Material Adverse Effect, in all respects) on and as of the date of of, and immediately after giving effect to, the incurrence of the such Incremental Term Loans and (y) the Incremental Extensions Extension of Credit shall rank pari passu (or, if incurred in right of payment and right of security in respect of the Collateral connection with the then existing Facilities. In additiona Limited Condition Transaction, (a) the Incremental Extensions of Credit shall be in an aggregate principal amount not exceeding $100 million, (b) the Incremental Term Loans shall not have a final maturity date earlier than the Term Loan Maturity Date, (c) the Incremental Revolving Commitments shall not have a final maturity date earlier than the Revolving Facility Maturity Date, (d) the Incremental Term Loans shall not have a weighted average life that is shorter than that of the then-remaining weighted average life of the Term Loans made on the Closing LCT Test Date, ) (e) provided that in the Incremental Revolving Commitments shall not have a weighted average life that is shorter than that of event the then-remaining weighted average life of the Revolving Facility Commitments made on the Closing Date, (f) to the extent that the terms proceeds of any Incremental Term Loans (other than as specifically contemplated by immediately preceding clauses (b) and (d)) differ from the Term Loans made on the Closing DateExtension of Credit are used to finance any Investment permitted hereunder, such terms shall be reasonably acceptable condition precedent related to the Administrative Agent making and accuracy of such representations and warranties may be waived or limited as agreed between the Joint Lead Arrangers, (g) to the extent that the terms of any Incremental Revolving Commitments (other than as specifically contemplated by immediately preceding clauses (c) and (e)) differ from the Revolving Facility Commitments made on the Closing Date, such terms shall be reasonably acceptable to the Administrative Agent, each Issuing Lender and the Joint Lead Arrangers, (h) the Applicable Margins for the Incremental Term Loans shall be determined by Borrower and the applicable new Lenders; provided, however, that the Applicable Margins for the Incremental Term Loans shall not be greater than the then Applicable Margin payable with respect to Term Loans plus 50 basis points (and the Applicable Margin then applicable to the Term Loans shall be increased to the extent necessary to achieve the foregoing) and (i) all fees and expenses owing in respect of Lenders providing such Incremental Extensions of Credit to the Administrative Agent, the Joint Lead Arrangers and the Lenders (including reasonable fees and expenses of counsel) shall have been paid. Any additional bank, financial institution, existing Lender or other Person that elects to extend commitments to provide Incremental Extensions of Credit shall be reasonably satisfactory to the Borrower and, in the case of Incremental Revolving Commitments, the Administrative Agent and the Joint Lead Arrangers (any such bank, financial institution, existing Lender or other Person being called an "Additional 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 2.21, and, as appropriate, the other Loan Documents, executed by the Borrower, each existing Lender agreeing to provide a commitment in respect of the Incremental Extensions Extension of Credit, if any, each Additional Lender, if any, and the Administrative Agent. Commitments in respect of Incremental Extensions of Credit shall become Commitments under this Agreement. An Incremental Facility Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement ) and (C) the other Loan Documents as may be reasonably necessary Borrower shall have delivered a certificate of a Financial Officer or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section. The effectiveness of any Incremental Facility Amendment shall be subject legal officer to the satisfaction on the date thereof (each, an "Incremental Facility Closing Date") of each of the conditions effect set forth in Section 4.01 clauses (it being understood that all references to "the date A) and (B) above. Each Class of such Borrowing" in Section 4.01 Incremental Term Loans and each Revolving Commitment Increase, shall be deemed to refer to the Incremental Facility Closing Date). Except as set forth above, the proceeds in an integral multiple of the $1,000,000 and be in an aggregate principal amount that is not less than $10,000,000; provided that such amount may be less than $10,000,000 if such amount represents all the remaining availability under the aggregate principal amount of Incremental Extensions of Credit shall be used for general corporate purposes including Permitted Business Acquisitions.set forth above

Incremental Extensions of Credit. Subject to the terms and conditions set forth hereinherein after the Closing Date, the Borrower Borrowers may at any time and from time to time, request request, upon twenty (20) days’ written notice to Agent, to add additional term loans Revolving Loan Commitments hereunder (the "Incremental Term Loans") or additional revolving credit commitments (the "“Incremental Revolving Loan Commitments," and together with the Incremental Term Loans, the "Incremental Extensions of Credit"”) in a minimum principal amounts of Five Million Dollars ($5,000,000) up to a maximum aggregate amount of Fifteen Million Dollars ($15.0 million for all Incremental Term Loans or all Incremental Revolving Loans consummated on the same date; provided that (x15,000,000) so long as immediately prior to to, and after giving effect to to, any Incremental Facility AmendmentRevolving Loan Commitments, no Default or Event of Default has occurred or and is continuing or of shall result therefrom and the Borrower shall, after giving effect to the incurrence of the Incremental Term Loans, be in compliance with Sections 6.11 and 6.12 on a Pro Forma Basis as of the most recent Test Period and as of the date of incurrence of the Incremental Term Loans and (y) the Incremental Extensions of Credit shall rank pari passu in right of payment and right of security in respect of the Collateral with the then existing Facilities. In addition, (a) the Incremental Extensions of Credit shall be in an aggregate principal amount not exceeding $100 million, (b) the Incremental Term Loans shall not have a final maturity date earlier than the Term Loan Maturity Date, (c) the Incremental Revolving Commitments shall not have a final maturity date earlier than the Revolving Facility Maturity Date, (d) the Incremental Term Loans shall not have a weighted average life that is shorter than that of the then-remaining weighted average life of the Term Loans made on the Closing Date, (e) the Incremental Revolving Commitments shall not have a weighted average life that is shorter than that of the then-remaining weighted average life of the Revolving Facility Commitments made on the Closing Date, (f) to the extent that the terms of any Incremental Term Loans (other than as specifically contemplated by immediately preceding clauses (b) and (d)) differ from the Term Loans made on the Closing Date, such terms shall be reasonably acceptable to the Administrative Agent and the Joint Lead Arrangers, (g) to the extent that the terms of any Incremental Revolving Commitments (other than as specifically contemplated by immediately preceding clauses (c) and (e)) differ from the Revolving Facility Commitments made on the Closing Date, such terms shall be reasonably acceptable to the Administrative Agent, each Issuing Lender and the Joint Lead Arrangers, (h) the Applicable Margins for the Incremental Term Loans shall be determined by Borrower and the applicable new Lenders; provided, however, that the Applicable Margins for the Incremental Term Loans shall not be greater than the then Applicable Margin payable with respect to Term Loans plus 50 basis points (and the Applicable Margin then applicable to the Term Loans shall be increased to the extent necessary to achieve the foregoing) and (i) all fees and expenses owing in respect of such Incremental Extensions of Credit to the Administrative Agent, the Joint Lead Arrangers and the Lenders (including reasonable fees and expenses of counsel) shall have been paidtherefrom. Any additional bank, financial institution, existing Lender or other Person that elects to extend commitments to provide Incremental Extensions of Credit Revolving Loan Commitments shall be reasonably satisfactory to the Borrower and, in the case of Incremental Revolving Commitments, the Administrative approved by Borrowers and Agent and the Joint Lead Arrangers which approval shall not be unreasonably withheld or delayed (any such bank, financial institution, existing Lender or other Person being called an "“Additional Lender"”) and shall become a Lender under this Agreement, pursuant to an amendment or joinder agreement (an "“Incremental Facility Amendment"Joinder”) to this AgreementAgreement in form and substance reasonably satisfactory to the Agent and Borrowers, giving effect to the modifications permitted by this Section 2.212.13, and, as appropriate, the other Loan Documents, executed by the Borrower, each existing Lender agreeing to provide a commitment in respect of the Incremental Extensions of Credit, if anyBorrowers, each Additional Lender, if any, and the Administrative Agent. In the event that Additional Lenders offer to provide Incremental Revolving Loan Commitments in respect excess of the amount requested by Borrowers or permitted hereunder, the applicable Incremental Extensions of Credit Revolving Loan Commitments shall become Commitments under this Agreementbe allocated among the Additional Lenders pursuant to Borrower Representative’s and Agent’s mutual agreement. It is understood and agreed that no Lender shall have an obligation to provide the Incremental Revolving Loan Commitments. An Incremental Facility Amendment Joinder may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be reasonably necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this SectionSection 2.13. The effectiveness of any Incremental Facility Amendment Joinder shall be subject to the satisfaction receipt on the date thereof (each, an "“Incremental Facility Closing Date"”) by Agent of each applicable Revolving Notes and a schedule certified by Borrower Representative’s chief financial officer in form and substance reasonably satisfactory to Agent detailing the terms and conditions of the conditions set forth in Section 4.01 (it being understood that Revolving Loan Commitment Increase, including, without limitation, all references fees, points, interest and other amounts paid or to "the date of such Borrowing" in Section 4.01 shall be deemed paid to refer to the Incremental Facility Closing Date). Except as set forth above, the proceeds of the Incremental Extensions of Credit shall be used for general corporate purposes including Permitted Business AcquisitionsAdditional Lenders.”

Incremental Extensions of Credit. Subject to the terms and conditions set forth hereinherein after the Closing Date, the Borrower Borrowers may at any time and from time to time, request request, upon thirty (30) days’ written notice to Agent, to add additional term loans Revolving Loan Commitments hereunder (the "Incremental Term Loans") or additional revolving credit commitments (the "“Incremental Revolving Loan Commitments," and together with the Incremental Term Loans, the "Incremental Extensions of Credit"”) in a minimum principal amounts of $5,000,000 up to a maximum aggregate amount of $15.0 million for all Incremental Term Loans or all Incremental Revolving Loans consummated on the same date; provided that (x) 20,000,000 so long as immediately prior to to, and after giving effect to to, any Incremental Facility AmendmentRevolving Loan Commitments, no Default or Event of Default has occurred or and is continuing or of shall result therefrom and the Borrower shall, after giving effect to the incurrence of the Incremental Term Loans, be in compliance with Sections 6.11 and 6.12 on a Pro Forma Basis as of the most recent Test Period and as of the date of incurrence of the Incremental Term Loans and (y) the Incremental Extensions of Credit shall rank pari passu in right of payment and right of security in respect of the Collateral with the then existing Facilities. In addition, (a) the Incremental Extensions of Credit shall be in an aggregate principal amount not exceeding $100 million, (b) the Incremental Term Loans shall not have a final maturity date earlier than the Term Loan Maturity Date, (c) the Incremental Revolving Commitments shall not have a final maturity date earlier than the Revolving Facility Maturity Date, (d) the Incremental Term Loans shall not have a weighted average life that is shorter than that of the then-remaining weighted average life of the Term Loans made on the Closing Date, (e) the Incremental Revolving Commitments shall not have a weighted average life that is shorter than that of the then-remaining weighted average life of the Revolving Facility Commitments made on the Closing Date, (f) to the extent that the terms of any Incremental Term Loans (other than as specifically contemplated by immediately preceding clauses (b) and (d)) differ from the Term Loans made on the Closing Date, such terms shall be reasonably acceptable to the Administrative Agent and the Joint Lead Arrangers, (g) to the extent that the terms of any Incremental Revolving Commitments (other than as specifically contemplated by immediately preceding clauses (c) and (e)) differ from the Revolving Facility Commitments made on the Closing Date, such terms shall be reasonably acceptable to the Administrative Agent, each Issuing Lender and the Joint Lead Arrangers, (h) the Applicable Margins for the Incremental Term Loans shall be determined by Borrower and the applicable new Lenders; provided, however, that the Applicable Margins for the Incremental Term Loans shall not be greater than the then Applicable Margin payable with respect to Term Loans plus 50 basis points (and the Applicable Margin then applicable to the Term Loans shall be increased to the extent necessary to achieve the foregoing) and (i) all fees and expenses owing in respect of such Incremental Extensions of Credit to the Administrative Agent, the Joint Lead Arrangers and the Lenders (including reasonable fees and expenses of counsel) shall have been paidtherefrom. Any additional bank, financial institution, existing Lender or other Person that elects to extend commitments to provide Incremental Extensions of Credit Revolving Loan Commitments shall be reasonably satisfactory to the Borrower and, in the case of Incremental Revolving Commitments, the Administrative Borrowers and Agent and the Joint Lead Arrangers (any such bank, financial institution, existing Lender or other Person being called an "“Additional Lender"”) and shall become a Lender under this Agreement, pursuant to an amendment or joinder agreement (an "“Incremental Facility Amendment"Joinder”) to this AgreementAgreement in form and substance reasonably satisfactory to the Agent, giving effect to the modifications permitted by this Section 2.211.3, and, as appropriate, the other Loan Documents, executed by the BorrowerBorrowers, each existing Lender agreeing to provide a commitment in respect of the Incremental Extensions of CreditRevolving Loan Commitments, if any, each Additional Lender, if any, and the Administrative Agent. Commitments in respect of It is understood and agreed that no Lender shall have an obligation to provide the Incremental Extensions of Credit shall become Commitments under this AgreementRevolving Loan Commitments. An Incremental Facility Amendment Joinder may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be reasonably necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this SectionSection 1.3. The effectiveness of any Incremental Facility Amendment Joinder shall be subject to the satisfaction receipt on the date thereof (eachby Agent of such legal opinions, an "Incremental Facility board resolutions and other closing documents and certificates reasonably requested by Agent and consistent with those delivered on the Closing Date") of each of the conditions set forth in Section 4.01 (it being understood that all references to "the date of such Borrowing" in Section 4.01 shall be deemed to refer to the Incremental Facility Closing Date). Except as set forth above, the proceeds of the Incremental Extensions of Credit shall be used for general corporate purposes including Permitted Business Acquisitions.

Incremental Extensions of Credit. Subject After the end of the Standstill Period, subject to the terms and conditions set forth herein, the Borrower may at any time and from time to time, request to add additional term loans (the "Incremental Term Loans") or additional revolving credit commitments (the "Incremental Revolving Commitments," and together with the Incremental Term Loanstogether, the "Incremental Extensions of Credit") in a minimum principal amount amounts of $15.0 million for all Incremental Term Loans or all Incremental Revolving Loans consummated on the same date; 5,000,000, provided that (xa) immediately prior to and after giving effect to any Incremental Facility Amendment, no Default has occurred or is continuing or shall result therefrom and the Borrower shallshall be in compliance with Sections 6.12, 6.13 and 6.14, (b) immediately after giving effect to the incurrence of Incremental Facility Amendment, the Incremental Term LoansBorrower shall have a Senior Leverage Ratio, be in compliance with Sections 6.11 and 6.12 on a Pro Forma Basis as Basis, of the most recent Test Period and as of the date of incurrence of the Incremental Term Loans less than 2.50 to 1.00, and (yc) the Incremental Extensions of Credit shall rank pari passu or junior in right of payment and right of security in respect of the Collateral with the then existing FacilitiesRevolving Loans and the Term Loans. In addition, (a) the The Incremental Extensions of Credit (a) shall be in an aggregate principal amount not exceeding $100 million, 125,000,000 and (b) other than amortization, pricing or maturity date, shall have the same terms as the Term Loans or Revolving Commitments, as applicable, existing immediately prior to the effectiveness of an Incremental Facility Amendment (the "Existing Extensions of Credit"), 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 Lenders providing such Existing Extensions of Credit) relating to the analogous Existing Extensions of Credit by more than 0.25%, the Applicable Rate relating to the Existing Extensions of Credit shall be adjusted to be equal to 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 analogous Incremental Extensions of Credit minus 0.25%, (ii) the Incremental Extensions of Credit in the form of Term Loans shall not have a final maturity date earlier than the Term Loan Maturity Date, (c) Date and the maturity date of the Incremental Extensions of Credit in the form of Revolving Commitments shall not have a final maturity date be earlier than the Revolving Facility Maturity Date, Date and (diii) Incremental Extensions of Credit in the Incremental form of Term Loans shall not have a weighted average life that is shorter than that of the then-remaining weighted average life of the Existing Extensions of Credit that are Term Loans made on Loans. Notwithstanding the Closing Dateforegoing, (ea) the Incremental Revolving Commitments shall not have a weighted average life that is shorter than that of the then-remaining weighted average life of the Revolving Facility Commitments made on the Closing Date, (f) to the extent that the terms of any Incremental Term Loans (other than as specifically contemplated by immediately preceding clauses (b) and (d)) differ from the Term Loans made on the Closing Date, such terms shall be reasonably acceptable to the Administrative Agent and the Joint Lead Arrangers, (g) to the extent that the terms of any Incremental Revolving Commitments (other than as specifically contemplated by immediately preceding clauses (c) and (e)) differ from the Revolving Facility Commitments made on the Closing Date, such terms shall be reasonably acceptable to the Administrative Agent, each Issuing Lender and the Joint Lead Arrangers, (h) the Applicable Margins for the Incremental Term Loans shall be determined by Borrower and the applicable new Lenders; provided, however, that the Applicable Margins for the Incremental Term Loans shall not be greater than the then Applicable Margin payable with respect to Term Loans plus 50 basis points (and the Applicable Margin then applicable to the Term Loans shall be increased to the extent necessary to achieve the foregoing) and (i) all fees and expenses owing in respect of such may obtain Incremental Extensions of Credit during the Standstill Period in an aggregate principal amount of up to (i) prior to the Administrative AgentAurora Effective Date, $10,000,000 and (ii) on or after the Aurora Effective Date, $25,000,000, in each case to the extent used to finance Permitted Acquisitions satisfying the conditions in clause (f) of the definition thereof, provided that (A) no Default has occurred or is continuing or shall result therefrom and (B) the Borrower shall be in compliance with Sections 6.12, 6.13 and 6.14 on a Pro Forma Basis and (b) on the Aurora Effective Date, the Joint Lead Arrangers and Borrower may obtain Incremental Extensions of Credit in the Lenders (including reasonable fees and expenses form of counsel) term loans in an aggregate principal amount of up to $25,000,000 in connection with the Aurora Acquisition, provided that the aggregate principal amount of such loans shall have been paidbe reduced by the amount by which the aggregate principal amount of the Additional Aurora Securities exceeds $175,000,000. Any additional bank, financial institution, existing Lender or other Person that elects to extend commitments to provide Incremental Extensions of Credit shall be reasonably satisfactory to the Borrower and, in the case of Incremental Revolving Commitments, and the Administrative Agent and the Joint Lead Arrangers (any such bank, financial institution, existing Lender or other Person being called an "Additional 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 2.212.20, and, as appropriate, the other Loan Documents, executed by the Borrower, each existing Lender agreeing to provide a commitment in respect of the Incremental Extensions of Credit, if any, each Additional Lender, if any, and the Administrative Agent. Commitments in respect of Incremental Extensions of Credit shall become Commitments under this Agreement. An Incremental Facility Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be reasonably necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section. The effectiveness of any Incremental Facility Amendment shall be subject to the satisfaction on the date thereof (each, an "Incremental Facility Closing Date") of each of the conditions set forth in Section 4.01 4.03 (it being understood that all references to "the date of such Borrowing" in such Section 4.01 4.03 shall be deemed to refer to the Incremental Facility Closing Date). No more than five Incremental Facility Closing Dates may be selected by the Borrower. Except as set forth above, the proceeds of the Incremental Extensions of Credit shall be used for general corporate purposes including Permitted Business Acquisitionspurposes.

Incremental Extensions of Credit. Subject to the terms and conditions set forth herein, the Borrower may at any time and from time to time, request to add additional term loans and/or increase the Revolving Facility (the "Incremental Term Loans") or additional revolving credit commitments (the "Incremental Revolving Commitments," and together with the Incremental Term Loans, the "“Incremental Extensions of Credit"”) in a minimum principal amount amounts of $15.0 million for all Incremental Term Loans or all Incremental Revolving Loans consummated on the same date; 75.0 million, provided that (xa) immediately prior to and after giving effect to any Incremental Facility AmendmentAmendment (and the making of any Incremental Extensions of Credit pursuant thereto), no Default or Event of Default has occurred or is continuing or shall result therefrom and the Borrower shallshall be in compliance, after on a pro forma basis (including giving pro forma effect to any Incremental Facility Amendment (and the incurrence making of any Incremental Extensions of Credit pursuant thereto and calculated as though all such Incremental Extensions of Credit had been incurred at the beginning of the Incremental Term Loansrelevant Reference Period)), be in compliance with Sections 6.11 and 6.12 on a Pro Forma Basis Consolidated Leverage Ratio of 5.00 to 1.00 as of the most recent Test last day of the Reference Period ending on December 31, 2007 and as of the date last day of incurrence any Reference Period ending thereafter the applicable Consolidated Leverage Ratio set forth in Section 7.1 as of the Incremental Term Loans last day of the Reference Period ending as of the last day of the last fiscal quarter for which financial statements have been or are required to be delivered pursuant to Section 6.1 and (yb) the aggregate principal amount (or committed amount, if applicable) of all Incremental Extensions of Credit pursuant to this Section 2.23 shall not exceed $350.0 million. The Incremental Extensions of Credit shall rank pari passu in right of payment and right of security in respect of the Collateral with the then Term Loans or the Revolving Loans, as applicable. Other than amortization, pricing or maturity date, the Incremental Extensions of Credit consisting of additional term loans shall have the same terms as the Term Loans (the “Existing Term Loans”) existing Facilities. In additionimmediately prior to the effectiveness of an Incremental Facility Amendment (except as otherwise agreed by the Administrative Agent and Additional Lenders agreeing to provide a commitment in respect of such Incremental Extension of Credit provided that any such agreement shall affect solely the terms of such Incremental Extension of Credit and not any other Loan or Borrowings or Commitments (or any other Lender) unless this Agreement has been amended in accordance with Section 10.1 without reference to this Section 2.23); provided that, without the prior written consent of the Required Lenders, (ai) any increase in the Revolving Facility shall be on the terms described in this Section 2.23 and pursuant to the terms hereof (including interest rates and fees) otherwise applicable to the Revolving Facility, (ii) the Incremental Extensions of Credit shall be in an aggregate principal amount not exceeding $100 million, (b) the Incremental Term Loans shall not have a final maturity date earlier than the Term Loan Facility Maturity Date, (c) the Incremental Revolving Commitments shall not have a final maturity date earlier than Date or the Revolving Facility Maturity Date, as applicable, and (diii) in the case of additional term loans, Incremental Term Loans Extensions of Credit shall not have a weighted average life that is shorter than that of the then-remaining weighted average life of the Term Loans made on the Closing Date, (e) the Incremental Revolving Commitments shall not have a weighted average life that is shorter than that of the then-remaining weighted average life of the Revolving Facility Commitments made on the Closing Date, (f) to the extent that the terms of any Incremental Term Loans (other than as specifically contemplated by immediately preceding clauses (b) and (d)) differ from the Term Loans made on the Closing Date, such terms shall be reasonably acceptable to the Administrative Agent and the Joint Lead Arrangers, (g) to the extent that the terms of any Incremental Revolving Commitments (other than as specifically contemplated by immediately preceding clauses (c) and (e)) differ from the Revolving Facility Commitments made on the Closing Date, such terms shall be reasonably acceptable to the Administrative Agent, each Issuing Lender and the Joint Lead Arrangers, (h) the Applicable Margins for the Incremental Term Loans shall be determined by Borrower and the applicable new Lenders; provided, however, that the Applicable Margins for the Incremental Term Loans shall not be greater than the then Applicable Margin payable with respect to Term Loans plus 50 basis points (and the Applicable Margin then applicable to the Term Loans shall be increased to the extent necessary to achieve the foregoing) and (i) all fees and expenses owing in respect of such Incremental Extensions of Credit to the Administrative Agent, the Joint Lead Arrangers and the Lenders (including reasonable fees and expenses of counsel) shall have been paidLoans. Any additional bank, financial institution, existing Lender or other Person person that elects to extend commitments to provide Incremental Extensions of Credit shall be reasonably satisfactory to the Borrower and, in the case of Incremental Revolving Commitments, and the Administrative Agent and the Joint Lead Arrangers (any such bank, financial institution, existing Lender institution or other Person person being called an "“Additional Lender"”) and and, if not already a Lender, 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 2.212.23, and, as appropriate, the other Loan Documents, executed by the Borrower, each existing Lender agreeing to provide a commitment in respect Additional Table of the Incremental Extensions of Credit, if any, each Additional Contents Lender, if any, and the Administrative Agent. Commitments in respect of Incremental Extensions of Credit shall become Commitments under this AgreementAgreement after giving effect to such Incremental Facility Amendment. An Incremental Facility Amendment providing for term loans may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be reasonably necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this SectionSection 2.23, provided, however, the interest rates and fees applicable to any Incremental Extension of Credit (the “Incremental Margin”) shall be determined by the Borrower and the Additional Lenders; provided, further, however, if the Incremental Margin (which for this purpose includes all upfront or similar fees or original issue discount (with such upfront fees or original issue discount being converted to interest rate margin as reasonably determined by the Administrative Agent based on an assumed four-year life to maturity) payable to all Additional Lenders providing such Incremental Extension of Credit) is more than 0.25% per annum higher than the interest rate margin applicable to the Term Loans (which for this purpose includes all upfront or similar fees or original issue discount (with such upfront fees and original issue discount being converted to interest rate margin as reasonably determined by the Administrative Agent based on an assumed four-year life to maturity) payable to all Lenders providing the Term Loans) then the interest rate margin applicable to the Term Loans shall be adjusted to equal the Incremental Margin minus 0.25% per annum. The effectiveness of any Incremental Facility Amendment shall be subject to the satisfaction on the date thereof (each, an "“Incremental Facility Closing Date"”) of each of the conditions set forth in Section 4.01 5.2 (it being understood that all references to "“the date of such Borrowing" ” in such Section 4.01 5.2 shall be deemed to refer to the Incremental Facility Closing Date). Except , and, except as set forth aboveotherwise specified in the applicable Incremental Facility Amendment, the Administrative Agent shall have received legal opinions, board resolutions and other closing documents and certificates reasonably requested by the Administrative Agent and consistent with those delivered on the Closing Date under Section 5.1. The proceeds of the Incremental Extensions of Credit shall may be used for general corporate purposes including Permitted Business Acquisitionsany purpose not otherwise prohibited hereunder. Notwithstanding anything to the contrary in this Section 2.23, no existing Lender shall be obligated to provide Incremental Extensions of Credit.

Incremental Extensions of Credit. Subject to the terms (a) The Borrower and conditions set forth herein, the Borrower any one or more Lenders (including New Lenders (as defined in clause (b) below)) may at any time and from time to time, request to add with the consent of the Required Lenders, agree that such Lenders shall make additional term loans under this Agreement (the "“Incremental Term Loans"”) or additional revolving credit commitments by executing and delivering to the Administrative Agent an Increased Facility Activation Notice specifying (1) the "Incremental Revolving Commitments," and together with the amount of Incremental Term Loans, (2) the "Incremental Extensions of Credit"applicable Increased Facility Closing Date, (3) in a minimum principal amount of $15.0 million for all the applicable Incremental Term Loans or all Incremental Revolving Loans consummated on Maturity Date, (4) the same date; provided that (x) immediately prior to and after giving effect to any Incremental Facility Amendment, no Default has occurred or is continuing or shall result therefrom and the Borrower shall, after giving effect to the incurrence of the amortization schedule for such Incremental Term Loans, be in compliance with Sections 6.11 and 6.12 on a Pro Forma Basis as of (5) the most recent Test Period and as of the date of incurrence of the Applicable Margin for such Incremental Term Loans and Loans; provided, that (y) the Incremental Extensions of Credit shall rank pari passu in right of payment and right of security in respect of the Collateral with the then existing Facilities. In addition, (a) the Incremental Extensions of Credit shall be in an aggregate principal amount not exceeding $100 million, (bi) the Incremental Term Loans shall not have the benefit of the same guarantees as the Loans and shall be secured on a final pari passu basis by the Collateral, (ii) no Lender will be required to provide any Incremental Term Loans, (iii) no Event of Default or Default shall exist or would exist after giving effect thereto, (iv) the representations and warranties made by each Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of such Increased Facility Closing Date as if made on and as of such date except to the extent such representations and warranties expressly refer to an earlier date, in which case such representations and warranties shall be true and correct in all respects as of such earlier date, (v) the maturity date earlier than the Term Loan Maturity Date, (c) the Incremental Revolving Commitments shall not have a final maturity date earlier than the Revolving Facility Maturity Date, (d) of the Incremental Term Loans shall not have a weighted average life that is shorter be no earlier than that of the then-remaining weighted average life maturity date of the Term Loans made on Loans, and the Closing Date, (e) the Incremental Revolving Commitments shall not have a weighted average life that is shorter than that to maturity of the then-remaining weighted average life of the Revolving Facility Commitments made on the Closing Date, (f) to the extent that the terms of any Incremental Term Loans (other shall be no shorter than as specifically contemplated by immediately preceding clauses (b) and (d)) differ from the remaining average life to maturity of the Term Loans made on Loans, (vi) a security interest in the Closing Date, such terms acquired business and assets thereof shall be reasonably acceptable to pledged in accordance with the Administrative Agent Sections 5.12 and the Joint Lead Arrangers5.13, (g) to the extent that the terms of any Incremental Revolving Commitments (other than as specifically contemplated by immediately preceding clauses (c) and (e)) differ from the Revolving Facility Commitments made on the Closing Date, such terms shall be reasonably acceptable to the Administrative Agent, each Issuing Lender and the Joint Lead Arrangers, (hvii) the Applicable Margins interest margins for the Incremental Term Loans shall be determined by the Borrower and the applicable new New Lenders; provided, however, provided that if the Applicable Margins total yield (calculated for both the Incremental Term Loans and the Term Loans, including any original issue discount (“OID”) (with OID being equated to the interest rates in a manner determined by the Administrative Agent based on an assumed four-year life to maturity) and any upfront fees (which shall not be greater than the then Applicable Margin payable deemed to constitute like amounts of OID) and with respect any interest rate floor applicable to any Incremental Term Loans plus 50 basis points (and equated to an increased interest rate margin, but excluding any customary arrangement, underwriting or similar fee paid by the Borrower) in respect of any Incremental Term Loans exceeds the total yield for the existing Term Loans, the Applicable Margin then applicable to Rate for the Term Loans shall be increased to so that the extent necessary to achieve the foregoing) and (i) all fees and expenses owing total yield in respect of such Incremental Extensions of Credit Term Loans is equal to the Administrative Agenttotal yield for the existing Term Loans and (viii) the other terms and documentation in the respect to the Incremental Term Loans, to the Joint Lead Arrangers and extent not consistent with the Lenders (including reasonable fees and expenses of counsel) Term Loans, shall have been paid. Any additional bank, financial institution, existing Lender or other Person that elects to extend commitments to provide Incremental Extensions of Credit shall otherwise be reasonably satisfactory to the Borrower and, in the case of Incremental Revolving Commitments, the Administrative Agent and the Joint Lead Arrangers (any such bank, financial institution, existing Lender or other Person being called an "Additional 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 2.21, and, as appropriate, the other Loan Documents, executed by the Borrower, each existing Lender agreeing to provide a commitment in respect of the Incremental Extensions of Credit, if any, each Additional Lender, if any, and the Administrative Agent. Commitments in respect The aggregate amount of Incremental Extensions Term Loans made during the term of Credit shall become Commitments under this Agreement. An Incremental Facility Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be reasonably necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section. The effectiveness of any Incremental Facility Amendment shall be subject to the satisfaction on the date thereof (each, an "Incremental Facility Closing Date") of each of the conditions set forth in Section 4.01 (it being understood that all references to "the date of such Borrowing" in Section 4.01 shall be deemed to refer to the Incremental Facility Closing Date). Except as set forth above, the proceeds of the Incremental Extensions of Credit shall be used for general corporate purposes including Permitted Business Acquisitionsnot exceed $50,000,000.

Incremental Extensions of Credit. Subject At any time during the Revolving Availability Period, subject to the terms and conditions set forth herein, the Borrower may 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 to add additional term loans (the "Incremental Term Loans") or additional revolving credit commitments (the "Incremental Revolving Commitments," and together with the Incremental Term Loanstogether, the "“Incremental Extensions of Credit"”) in a minimum principal amount amounts of $15.0 million for 25,000,000, provided that such amount may be less than $25,000,000 if such amount represents all Incremental Term Loans or all Incremental Revolving Loans consummated on the same date; provided 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, no Default has occurred or is continuing or shall result therefrom and (y) the Borrower shall, after giving effect to the incurrence of the Incremental Term Loans, shall be in compliance with Sections 6.11 and 6.12 on a Pro Forma Basis with the Financial Performance Covenants recomputed as of the most recent Test Period and as last day of the date of incurrence most recently ended fiscal quarter of the Incremental Term Loans and (y) the Borrower for which financial statements are available. The Incremental Extensions of Credit (a) shall be in an aggregate principal amount not exceeding $100,000,000, (b) shall rank pari passu or junior in right of payment and right of security in respect of the Collateral with the then Revolving Loans and Tranche B Term Loans and (c) other than amortization, pricing or maturity date, shall have the same terms as the Tranche B Term Loans or Revolving Commitments, as applicable, existing Facilities. In additionimmediately prior to the effectiveness of such Incremental Facility Amendment (the “Existing Extensions of Credit”), 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 that are revolving loans and term loans 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 Lenders providing such Existing Extensions of Credit) relating to the Revolving Loans and Tranche B Term Loans, respectively, by more than 0.25%, the Applicable Rate relating to the applicable Existing Extensions of Credit shall be adjusted to be equal to 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 applicable Incremental Extensions of Credit minus 0.25%, (aii) the Incremental Extensions of Credit shall be in an aggregate principal amount not exceeding $100 million, (b) the Incremental Term Loans form of term loans shall not have a final maturity date earlier than the Term Loan Tranche B Maturity Date, (ciii) the Incremental Revolving Commitments Extensions of Credit in the form of revolving loans shall not have a final maturity date earlier than the Revolving Facility Maturity Date, (div) the Incremental Term Loans Extensions of Credit in the form of term loans shall not have a weighted average life that is shorter than that of the then-remaining weighted average life of the Existing Extensions of Credit that are Tranche B Term Loans made on the Closing Date, and (ev) the Incremental Revolving Commitments shall not have a weighted average life that is shorter than that of the then-remaining weighted average life of the Revolving Facility Commitments made on the Closing Date, (f) to the extent that the terms of any Incremental Term Loans (other than as specifically contemplated by immediately preceding clauses (b) and (d)) differ from the Term Loans made on the Closing Date, such terms shall be reasonably acceptable to the Administrative Agent and the Joint Lead Arrangers, (g) to the extent that the terms of any Incremental Revolving Commitments (other than as specifically contemplated by immediately preceding clauses (c) and (e)) differ from the Revolving Facility Commitments made on the Closing Date, such terms shall be reasonably acceptable to the Administrative Agent, each Issuing Lender and the Joint Lead Arrangers, (h) the Applicable Margins for the Incremental Term Loans shall be determined by Borrower and the applicable new Lenders; provided, however, that the Applicable Margins for the Incremental Term Loans shall not be greater than the then Applicable Margin payable with respect to Term Loans plus 50 basis points (and the Applicable Margin then applicable to the Term Loans shall be increased to the extent necessary to achieve the foregoing) and (i) all fees and expenses owing in respect of such 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 Administrative AgentRevolving 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 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 and unused Revolving Commitments, as applicable, on the Joint Lead Arrangers and the Lenders (including reasonable fees and expenses date of counselsuch notice) any requested Incremental Extension of Credit, provided that no Existing Lender shall have been paidbe 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 commitments to provide Incremental Extensions of Credit shall be reasonably satisfactory to the Borrower and, in the case of Incremental Revolving Commitments, and the Administrative Agent and the Joint Lead Arrangers (any such bank, financial institution, existing Existing Lender or other Person being called an "“Additional 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 2.212.20, and, as appropriate, the other Loan Documents, executed by the Borrower, each existing Additional Lender agreeing to provide a commitment in respect of the Incremental Extensions of Credit, if any, each Additional Lender, if any, and the Administrative Agent. Commitments in respect of Incremental Extensions of Credit shall become be Commitments under this Agreement. An Incremental Facility Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be reasonably necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this SectionSection (including 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 be subject to the satisfaction on the date thereof (each, an "“Incremental Facility Closing Date"”) of each of the conditions set forth in Section 4.01 4.02 (it being understood that all references to "“the date of such Borrowing" ” in such Section 4.01 4.02 shall be deemed to refer to the Incremental Facility Closing Date). Except as set forth above, the The proceeds of the Incremental Extensions of Credit shall be used for working capital and general corporate purposes (including Permitted Business Acquisitions).

Incremental Extensions of Credit. Subject (a) At any time and from time to time, commencing on the Effective 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 at any time and from time may, by notice to timethe 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 credit commitments (the "each, an “Incremental Revolving Commitments," 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 hereunder), (iii) to incur Alternative Incremental Facility Debt and (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 Alternative Incremental Facility Debt and the Incremental Revolving Commitments (and the Incremental Revolving Loans made thereunder), the “Incremental Extensions of Credit") ”), in a minimum an aggregate principal amount of $15.0 million for all Incremental Term Loans or all Incremental Revolving Loans consummated on the same date; provided that up to (x) $700,000,000 plus (y) an additional amount if, immediately prior to and after giving effect to any Incremental Facility Amendment, no Default has occurred or is continuing or shall result therefrom and the Borrower shall, after giving effect to the incurrence of such additional amount (but without giving effect to any amount incurred simultaneously under clause (x) above) and the Incremental Term Loans, be in compliance with Sections 6.11 and 6.12 on a Pro Forma Basis as application of the most recent Test Period proceeds therefrom (and as of the date of incurrence of the Incremental Term Loans and assuming that (y1) the Incremental Extensions of Credit shall rank pari passu in right of payment and right of security in respect of the Collateral with the then existing Facilities. In addition, (a) the Incremental Extensions of Credit shall be in an aggregate principal full amount not exceeding $100 million, (b) the Incremental Term Loans shall not have a final maturity date earlier than the Term Loan Maturity Date, (c) the Incremental Revolving Commitments shall not have a final maturity date earlier than the Revolving Facility Maturity Date, (d) the Incremental Term Loans shall not have a weighted average life that is shorter than that of the then-remaining weighted average life of the Term Loans made on the Closing Date, (e) the Incremental Revolving Commitments shall not have a weighted average life that is shorter than that of the then-remaining weighted average life of the Revolving Facility Commitments made on the Closing Date, (f) to the extent that the terms of any Incremental Term Loans (other than as specifically contemplated by immediately preceding clauses (b) and (d)) differ from the Term Loans made on the Closing Date, such terms shall be reasonably acceptable to the Administrative Agent and the Joint Lead Arrangers, (g) to the extent that the terms of any Incremental Revolving Commitments (other than as specifically contemplated by immediately preceding clauses (c) and (e)) differ from the Revolving Facility Commitments made on the Closing Date, such terms shall be reasonably acceptable to the Administrative Agent, each Issuing Lender and the Joint Lead Arrangers, (h) the Applicable Margins for the Incremental Term Loans shall be determined by Borrower and the applicable new Lenders; provided, however, that the Applicable Margins for the Incremental Term Loans shall not be greater than the then Applicable Margin payable with respect to Term Loans plus 50 basis points (and the Applicable Margin then applicable to the Term Loans shall be increased to the extent necessary to achieve the foregoing) and (i) all fees and expenses owing in respect of such Incremental Extensions of Credit to the Administrative Agent, the Joint Lead Arrangers has been funded on such date and the Lenders (including reasonable fees and expenses of counsel2) shall have been paid. Any additional bank, financial institution, existing Lender or other Person that elects to extend commitments to provide such Incremental Extensions of Credit shall be reasonably satisfactory to the Borrower and, in the case of Incremental Revolving Commitmentsconstitute Senior Secured Debt), the Administrative Agent Senior Secured Net Leverage Ratio is equal to or less than the Effective Date Senior Secured Net Leverage Ratio; provided that at the time of each such request and upon the Joint Lead Arrangers (any such bank, financial institution, existing Lender or other Person being called an "Additional 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 2.21, and, as appropriate, the other Loan Documents, executed by the Borrower, effectiveness of each existing Lender agreeing to provide a commitment in respect of the Incremental Extensions of Credit, if any, each Additional Lender, if any, and the Administrative Agent. Commitments in respect of Incremental Extensions of Credit shall become Commitments under this Agreement. An Incremental Facility Amendment mayor 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 in the event the proceeds of any Incremental Extension of Credit are used to finance any acquisition or investment permitted hereunder, such condition precedent set forth in this clause (A) may be waived or limited as agreed between the Borrower and the Lenders providing such Incremental Extension of Credit, without the consent of any other Lenders), effect such amendments to this Agreement (B) the representations and warranties of the Borrower and each other Loan Party, as applicable, set forth in the Loan Documents as may would be reasonably necessary or appropriatetrue and correct in all material respects (or, in the opinion case of representations and warranties qualified as to materiality, in all respects) on and as of the Administrative Agentdate of, to and immediately after giving effect to, the provisions incurrence of this Section. The effectiveness such Incremental Extension of Credit (provided that in the event the proceeds of any Incremental Facility Amendment Extension of Credit are used to finance any acquisition or investment permitted hereunder, such condition precedent set forth in this clause (B) may be limited to (x) customary specified representations and warranties with respect to the Borrower and its Restricted Subsidiaries and (y) customary specified acquisition agreement representations with respect to the Person to be acquired), (C) after giving effect to 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 shall be subject in compliance on a Pro Forma Basis with the covenants contained in Sections 6.12 and 6.13 recomputed as of the last day of the most recently ended fiscal quarter of the Borrower (provided that in the event the proceeds of any Incremental Extension of Credit are used to finance any acquisition permitted hereunder or the satisfaction irrevocable redemption or repayment of Indebtedness, such condition precedent set forth in this clause (C) shall be required to be satisfied, at the Borrower’s election, as of the date on which the binding agreement for such acquisition is entered into or the date of irrevocable notice of redemption or repayment, as applicable, rather than the date of effectiveness, of the applicable Incremental Extension of Credit; provided, further, that if the Borrower has made the election to measure such compliance on the date thereof (eachon which the binding agreement for such acquisition is entered into or the date of irrevocable notice of redemption or repayment, an "Incremental Facility Closing Date") as applicable, then in connection with the calculation of each of the conditions any financial ratio with respect to any covenant set forth in Article VI or in connection with the designation of an Unrestricted Subsidiary pursuant to Section 4.01 (it being understood that all references 5.13, in each case on or following such date and prior to "the earlier of the date of on which such Borrowing" in Section 4.01 acquisition is consummated, the binding agreement for such acquisition is terminated or such redemption or repayment is made, such financial ratio shall be deemed to refer calculated on a Pro Forma Basis assuming such acquisition, repayment or redemption and any other pro forma events in connection therewith (including the incurrence of Indebtedness and such Incremental Extension of Credit) have been consummated, except to the extent such calculation would result in a lower Total Net Leverage Ratio or a higher ratio of Consolidated EBITDA to Consolidated Cash Interest Expense than would apply if such calculation was made without giving effect to such acquisition, the irrevocable redemption or repayment of Indebtedness, other pro forma events in connection therewith or the incurrence of Indebtedness or any Incremental Facility Closing DateExtension of Credit on a Pro Forma Basis) and (D) the Borrower shall have delivered a certificate of a Financial Officer to the effect set forth in clauses (A), (B) and (C) above, together with reasonably detailed calculations demonstrating compliance with clause (y) and clause (C) above (which calculations shall, if made as of the last day of any fiscal quarter of the Borrower for which the Borrower has not delivered to the Administrative Agent the financial statements and certificate of a 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 and Consolidated Cash Interest Expense for the relevant period). Except as set forth above, Each Class of Incremental Term Loans and Incremental Revolving Commitments and each Revolving Commitment Increase shall be in an integral multiple of $5,000,000 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 proceeds remaining availability under the aggregate principal amount of the Incremental Extensions of Credit shall set forth above. In connection with any calculation of the Senior Secured Net Leverage Ratio or the Total Net Leverage Ratio for purposes of this Section 2.21(a), the cash proceeds of the applicable Incremental Extension of Credit will not be used for general corporate purposes including Permitted Business Acquisitionsdeducted from Senior Secured Debt or Total Indebtedness, respectively.

Incremental Extensions of Credit. Subject (a) At any time and from time to time, commencing on the Amendment and Restatement Effective Date and ending on the latest Maturity Date, subject to the terms and conditions set forth herein, the Borrower may at any time and from time may, by notice to timethe 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 denominated in dollars (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 credit commitments (the "each, an “Incremental Revolving Commitments," 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 (v) Alternative Incremental Facility Debt, in a minimum an aggregate principal amount of $15.0 million for all Incremental Term Loans or all Incremental Revolving Loans consummated on the same date; provided that up to (x) immediately prior $225,000,000the greater of (A) $401,000,000 and (B) 100% of LTM Consolidated EBITDA (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 1.06)), plus (y) the amount of any voluntary prepayments of the Term Loans and permanent reductions in the amount of the Revolving Commitments, in each case, to and after giving effect to any Incremental Facility Amendmentthe extent not funded with long-term Indebtedness, no Default has occurred or is continuing or shall result therefrom and the Borrower shallplus (z) an additional amount if, after giving effect to the incurrence of such additional amount and the application of the proceeds therefrom (assuming that the full amount of such Incremental Term LoansExtensions of Credit being established on such date has been funded on such date) (A) in the case of any such Incremental Extensions of Credit that is secured by a Lien on the Collateral on a pari passu basis to the Liens securing the Obligations, the Consolidated First Lien Leverage Ratio does not exceed (1) 1.375 to 1.00 or (2) if incurred in connection with a Permitted Acquisition, the greater of (I) 1.375 to 1.00 and (II) the Consolidated First Lien Leverage Ratio immediately prior to such incurrence, (B) in the case of any such Incremental Extensions of Credit secured by a Lien on the Collateral on a junior basis to the Liens securing the Obligations, the Consolidated Secured Leverage Ratio is equal to or less than 1.50 to 1.00 (does not exceed (1) 1.875 to 1.00 or (2) if incurred in connection with a Permitted Acquisition, the greater of (I) 1.875 to 1.00 and (II) the Consolidated Secured Leverage Ratio immediately prior to such incurrence and (C) in the case of any such Incremental Extensions of Credit that is unsecured, the Consolidated Total Leverage Ratio does not exceed (1) 2.975 to 1.00 or (2) if incurred in connection with a Permitted Acquisition, the greater of (I) 2.975 to 1.00 and (II) the Consolidated Total Leverage Ratio immediately prior to such incurrence (in each case, assuming any such Incremental Revolving Commitments being established on such date are fully drawn and excluding any amounts incurred concurrently in reliance on clause (x) or (y) above) (it being understood that if the proceeds of the relevant Incremental Extensions of Credit will be in applied to finance a Limited Condition Transaction and the Borrower has made an LCT Election, compliance with Sections 6.11 and 6.12 the Consolidated First Lien Leverage Ratio, the Consolidated Secured Leverage Ratio testor Consolidated Total Leverage Ratio tests prescribed above may be determined as of the LCT Test Date in respect of such Limited Condition Transaction on a Pro Forma Basis as of the most recent Test Period and as of the date of incurrence of the Incremental Term Loans and (y) the Incremental Extensions of Credit shall rank pari passu in right of payment and right of security in respect of the Collateral with the then existing Facilities. In additionBasis); provided, (aA) unless the Borrower elects otherwise, each Incremental Extensions of Credit shall be in an aggregate principal amount not exceeding $100 million, deemed incurred first under clause (b) the Incremental Term Loans shall not have a final maturity date earlier than the Term Loan Maturity Date, (c) the Incremental Revolving Commitments shall not have a final maturity date earlier than the Revolving Facility Maturity Date, (d) the Incremental Term Loans shall not have a weighted average life that is shorter than that of the then-remaining weighted average life of the Term Loans made on the Closing Date, (e) the Incremental Revolving Commitments shall not have a weighted average life that is shorter than that of the then-remaining weighted average life of the Revolving Facility Commitments made on the Closing Date, (fz) to the extent that permitted with any balance incurred under the terms of any Incremental Term Loans clause (other than as specifically contemplated by immediately preceding clauses x) and/or clause (by) and (d)B) differ from if the Term Loans made Borrower incurs any Incremental Extensions of Credit under clause (x) and/or clause (y) on the Closing Date, such terms shall be reasonably acceptable to the Administrative Agent and the Joint Lead Arrangers, (g) to the extent same date that the terms of any Incremental Revolving Commitments (other than as specifically contemplated by immediately preceding clauses (c) and (e)) differ from the Revolving Facility Commitments made on the Closing Date, such terms shall be reasonably acceptable to the Administrative Agent, each Issuing Lender and the Joint Lead Arrangers, (h) the Applicable Margins for the Incremental Term Loans shall be determined by Borrower and the applicable new Lenders; provided, however, that the Applicable Margins for the Incremental Term Loans shall not be greater than the then Applicable Margin payable with respect to Term Loans plus 50 basis points (and the Applicable Margin then applicable to the Term Loans shall be increased to the extent necessary to achieve the foregoing) and (i) all fees and expenses owing in respect of it incurs such Incremental Extensions of Credit under clause (z), then the Consolidated First Lien Leverage Ratio, Consolidated Secured Leverage Ratio or Consolidated Total Leverage Ratio will be calculated with respect to such incurrence under clause (z) without regard to such incurrence under clause (x) and/or clause (y); provided further that, at the Administrative Agenttime of each such request and upon the effectiveness of each Incremental Facility Amendment, (A) no Event of Default has occurred and is continuing or shall result therefrom (or, in the event the proceeds of any Incremental Extension of Credit are used to finance any Limited Condition Transaction permitted hereunder for which the Borrower has made an LCT Election, no Event of Default shall exist and be continuing as of the LCT Test Date for such Limited Condition Transaction), (B) the representations and warranties of Holdings, the Joint Lead Arrangers Borrower and each other Loan Party, as applicable, set forth in the Lenders Loan Documents would be true and correct in all material respects (including reasonable fees and expenses of counsel) shall have been paid. Any additional bank, financial institution, existing Lender or other Person that elects to extend commitments to provide Incremental Extensions of Credit shall be reasonably satisfactory to the Borrower andor, in the case of Incremental Revolving Commitmentsrepresentations and warranties qualified as to materiality or Material Adverse Effect, in all respects) on and as of the date of, and immediately after giving effect to, the Administrative Agent incurrence of such Incremental Extension of Credit (or, if incurred in connection with a Limited Condition Transaction, on the LCT Test Date) (provided that in the event the proceeds of any Incremental Extension of Credit are used to finance any Investment permitted hereunder, such condition precedent related to the making and accuracy of such representations and warranties may be waived or limited as agreed between the Borrower and the Joint Lead Arrangers (any Lenders providing such bank, financial institution, existing Lender or other Person being called an "Additional 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 2.21, and, as appropriate, the other Loan Documents, executed by the Borrower, each existing Lender agreeing to provide a commitment in respect of the Incremental Extensions Extension of Credit, if any, each Additional Lender, if any, and the Administrative Agent. Commitments in respect of Incremental Extensions of Credit shall become Commitments under this Agreement. An Incremental Facility Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement ) and (C) the other Loan Documents as may be reasonably necessary or appropriate, in the opinion Borrower shall have delivered a certificate of the Administrative Agent, to effect the provisions of this Section. The effectiveness of any Incremental Facility Amendment shall be subject a Financial Officer to the satisfaction on the date thereof (each, an "Incremental Facility Closing Date") of each of the conditions effect set forth in Section 4.01 clauses (it being understood that all references to "the date A) and (B) above. Each Class of such Borrowing" in Section 4.01 Incremental Term Loans and Incremental Revolving Commitments, and each Revolving Commitment Increase, shall be deemed to refer to the Incremental Facility Closing Date). Except as set forth above, the proceeds in an integral multiple of the $5,000,000 and be in an aggregate principal amount that is not less than $25,000,000; provided that such amount may be less than $25,000,000 if such amount represents all the remaining availability under the aggregate principal amount of Incremental Extensions of Credit shall be used for general corporate purposes including Permitted Business Acquisitionsset forth above.

Incremental Extensions of Credit. Subject to the terms and conditions set forth herein, the Borrower may at any time and from time to time, request to add additional term loans (the "Incremental Term Loans") or additional revolving credit commitments (the "Incremental Revolving Commitments," and together with the Incremental Term Loans, the "Incremental Extensions of Credit") in a minimum principal amount of $15.0 million for all Incremental Term Loans or all Incremental Revolving Loans consummated on the same date; provided that (x) immediately prior to and after giving effect to any Incremental Facility Amendment, no Default has occurred or is continuing or shall result therefrom and the Borrower shall, after giving effect to the incurrence of the Incremental Term LoansExtensions of Credit, be in compliance with Sections 6.11 and 6.12 (A) the Incurrence Test on a Pro Forma Basis (including the pro forma effect of any Permitted Business Acquisition being funded with the proceeds of Incremental Extensions of Credit) and (B) a Consolidated Senior Secured Leverage Ratio of (i) 4.00 to 1.00 if the Incremental Credit Extension is incurred during the period from the Amendment Effective Date until the date that is 18 months after the Amendment Effective Date and (ii) 3.50 to 1.00 thereafter, on a Pro Forma Basis (including the pro forma effect of any Permitted Business Acquisition being funded with the proceeds of Incremental Extensions of Credit) as of the most recent Test Period and as of the date of incurrence of the Incremental Term Loans Extensions of Credit (assuming such Incremental Revolving Commitments are fully drawn), and (y) the Incremental Extensions of Credit shall rank pari passu in right of payment and right of security in respect of the Collateral with the then existing Facilities. In addition, (a) the Incremental Extensions of Credit shall be in an aggregate principal amount not exceeding $300 million (no more than $100 millionmillion of which may be Incremental Revolving Commitments), (b) the Incremental Term Loans shall not have a final maturity date earlier than the Term Loan Facility Maturity Date, (c) the Incremental Revolving Commitments shall not have a final maturity date earlier than the Revolving Facility Maturity Date, (d) the Incremental Term Loans shall not have a weighted average life that is shorter than that of the then-remaining weighted average life of the Term Loans made on the Closing Amendment Effective Date, (e) the Incremental Revolving Commitments shall not have a weighted average life that is shorter than that of the then-remaining weighted average life of the Revolving Facility Commitments made on the Original Closing Date, (f) to the extent that the terms of any Incremental Term Loans (other than as specifically contemplated by immediately preceding clauses (b) and (d)) differ from the Term Loans made on the Closing Amendment Effective Date, such terms shall be reasonably acceptable to the Administrative Agent and the Joint Lead Arrangers, (g) to the extent that the terms of any Incremental Revolving Commitments (other than as specifically contemplated by immediately preceding clauses (c) and (e)) differ from the Revolving Facility Commitments made on the Original Closing Date, such terms shall be reasonably acceptable to the Administrative Agent, each Issuing Lender and the Joint Lead Arrangers, (h) the Applicable Margins for the Incremental Term Loans shall be determined by Borrower and the applicable new Lenders; provided, however, that the Applicable Margins for the Incremental Term Loans shall not be greater than the then Applicable Margin payable with respect to Term Loans plus 50 basis points (and the Applicable Margin then applicable to the Term Loans shall be increased to the extent necessary to achieve the foregoing) and (i) all fees and expenses owing in respect of such Incremental Extensions of Credit to the Administrative Agent, the Joint Lead Arrangers and the Lenders (including reasonable fees and expenses of counsel) shall have been paid. Any additional bank, financial institution, existing Lender or other Person that elects to extend commitments to provide Incremental Extensions of Credit shall be reasonably satisfactory to the Borrower and, in the case of Incremental Revolving Commitments, the Administrative Agent and the Joint Lead Arrangers (any such bank, financial institution, existing Lender or other Person being called an "Additional 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 2.21, and, as appropriate, the other Loan Documents, executed by the Borrower, each existing Lender agreeing to provide a commitment in respect of the Incremental Extensions of Credit, if any, each Additional Lender, if any, and the Administrative Agent. Commitments in respect of Incremental Extensions of Credit shall become Commitments under this Agreement. An Incremental Facility Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be reasonably necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section. The effectiveness of any Incremental Facility Amendment shall be subject to the satisfaction on the date thereof (each, an "Incremental Facility Closing Date") of each of the conditions set forth in Section 4.01 (it being understood that all references to "the date of such Borrowing" in Section 4.01 shall be deemed to refer to the Incremental Facility Closing Date). Except as set forth above, the proceeds of the Incremental Extensions of Credit shall be used for general corporate purposes including Permitted Business Acquisitions.

Incremental Extensions of Credit. Subject to the terms and conditions set forth herein, the Borrower may at any time and from time to time, request to add additional term loans (the "“Incremental Term Loans"”) or additional revolving credit commitments (the "“Incremental Revolving Commitments," ” and together with the Incremental Term Loans, the "“Incremental Extensions of Credit"”) in a minimum principal amount of $15.0 million for all Incremental Term Loans or all Incremental Revolving Loans Commitments consummated on the same date; provided that (x) immediately prior to and after giving effect to any Incremental Facility Amendment, no Default or Event of Default has occurred or is continuing or shall result therefrom therefrom; provided that if such Incremental Extension of Credit is being incurred to finance a Limited Condition Acquisition and an LCA Election has been made, the Borrower shall, after giving effect to the incurrence provisions of the Incremental Term Loans, be in compliance with Sections 6.11 and 6.12 on a Pro Forma Basis as of the most recent Test Period and as of the date of incurrence of the Incremental Term Loans Section 1.04 shall apply; and (y) the Incremental Extensions of Credit shall rank pari passu in right of payment and right of security in respect of the Collateral with the then existing Facilities. In addition, (a) the Incremental Extensions of Credit shall be in an aggregate principal amount not exceeding $100 millionan amount such that, after giving effect to the incurrence of such Incremental Extension of Credit (and assuming that any Incremental Revolving Commitments are fully drawn), the Consolidated Senior Secured Leverage Ratio does not exceed 4.00 to 1.00 calculated on a Pro Forma Basis as of the most recent Test Period and as of the date of such Incremental Extension of Credit; provided that if such Incremental Extension of Credit is being incurred to finance a Limited Condition Acquisition and an LCA Election has been made, the provisions of Section 1.04 shall apply, (b) the Incremental Term Loans shall not have a final maturity date earlier than six months after the Term Loan Revolving Facility Maturity Date, (c) the Incremental Revolving Commitments shall not have a final maturity date earlier than the Revolving Facility Maturity Date, (d) the weighted average life of the Incremental Term Loans shall be determined by the Borrower and the lenders providing such loans but shall not have a weighted average life that is be shorter than that of the a then-remaining weighted average life of the Term Loans made on the Closing DateRevolving Facility Commitments, (e) the Incremental Revolving Commitments shall not have a weighted average life that is shorter than that of the then-remaining weighted average life of the Revolving Facility Commitments made on the Closing DateCommitments, (f) to the extent that the terms of any Incremental Term Loans (other than as specifically contemplated by immediately preceding clauses (b) and (d)) differ from shall be determined by the Borrower and the Lenders providing such Incremental Term Loans made on the Closing Date, such terms and shall be reasonably acceptable to the Administrative Agent and the Joint Lead ArrangersAgent, (g) to the extent that the terms of any Incremental Revolving Commitments (other than as specifically contemplated by immediately preceding clauses (c) and (e)) differ from the Revolving Facility Commitments made on the Closing DateCommitments, such terms shall be reasonably acceptable to the Administrative Agent, Agent and each Issuing Lender and the Joint Lead ArrangersBank, (h) the Applicable Margins for the Incremental Term Loans shall be determined by Borrower and the applicable new Lenders; provided, however, that the Applicable Margins for the Incremental Term Loans shall not be greater than the then Applicable Margin payable with respect to Term Loans plus 50 basis points (and the Applicable Margin then applicable to the Term Loans shall be increased to the extent necessary to achieve the foregoing) [reserved] and (i) all fees and expenses owing in respect of such Incremental Extensions of Credit to the Administrative Agent, the Joint Lead Arrangers Agent and the Lenders (including reasonable fees and expenses of counsel) shall have been paid. Any Incremental Extensions of Credit may be provided by any existing Lender (it being understood that no existing Lender shall have an obligation to make all or any portion of any Incremental Extension of Credit) or by any additional bank, financial institution, existing Lender or other Person that elects to extend commitments to provide Incremental Extensions of Credit shall be so long as such additional bank, financial institution or other person is reasonably satisfactory to the Borrower and, in the case of Incremental Revolving Commitments, the Administrative Agent and the Joint Lead Arrangers Issuing Bank (any such bank, financial institution, existing Lender or other Person being called an "“Additional 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 2.21, and, as appropriate, the other Loan Documents, executed by the Borrower, each existing Lender agreeing to provide a commitment in respect of the Incremental Extensions of Credit, if any, each Additional Lender, if any, and the Administrative Agent. Commitments in respect of Incremental Extensions of Credit shall become Commitments under this Agreement. An Incremental Facility Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be reasonably necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this SectionSection 2.21. The effectiveness of any Incremental Facility Amendment shall be subject to the satisfaction on the date thereof (each, an "“Incremental Facility Closing Date"”) of each of the conditions set forth in Section 4.01 (it being understood that all references to "“the date of such Borrowing" ” in Section 4.01 shall be deemed to refer to the Incremental Facility Closing Date). Except as set forth above; provided that if such Incremental Extension of Credit is being incurred to finance a Limited Condition Acquisition and an LCA Election has been made, the provisions of Section 1.04 shall apply. The proceeds of the Incremental Extensions of Credit shall be used for general corporate purposes including Permitted Business Acquisitions.

Incremental Extensions of Credit. Subject to the terms and conditions set forth herein, the Borrower Company may at any time and from time to time, request (x) to add additional term loans and/or increase the Revolving Facility Commitments of any Class or (the "Incremental Term Loans"y) to incur additional Indebtedness or additional revolving credit commitments Other Revolving Commitments (the "Incremental Revolving Commitments," and together with the Incremental Term Loansin each case, the "“Incremental Extensions of Credit"”) in a minimum principal amount amounts of $15.0 million for all Incremental Term Loans or all Incremental Revolving Loans consummated on the same date; million, provided that (xa) immediately prior to and after giving effect to any Incremental Facility AmendmentAmendment (and the making of any Incremental Extensions of Credit pursuant thereto), no Default or Event of Default has occurred or is continuing or shall result therefrom therefrom, except as otherwise agreed by the Additional Lenders providing any Incremental Extensions of Credit to the extent the proceeds of such Incremental Extensions of Credit are being used to finance an acquisition permitted hereunder and (b) the Borrower shallaggregate principal amount (or committed amount, if applicable) of all Incremental Extensions of Credit pursuant thereto shall not exceed $125.0 million (such amount, the “Maximum Incremental Amount”), provided that Incremental Extensions of Credit may exceed the Maximum Incremental Amount so long as after giving effect to the incurrence of the Incremental Term Loans, be in compliance with Sections 6.11 and 6.12 thereto on a Pro Forma Basis (including giving pro forma effect to any Incremental Facility Amendment (and the making of any Incremental Extensions of Credit pursuant thereto)) the Senior Leverage Ratio (calculated (1) in the case of Incremental Notes that are unsecured or rank junior in right of security to the Loan Document Obligations, as if such Incremental Notes rank pari passu in right of security with the most recent Test Period and as of Loan Document Obligations at the date time of incurrence of the Incremental Term Loans and at all times thereafter and (y2) not to include the cash proceeds of any such Incremental Extensions of Credit in the amount of unrestricted cash to be netted in calculating such ratio) shall not exceed 3.00:1.00. The Incremental Extensions of Credit shall rank pari passu in right of payment and right of security in respect of the Collateral with the then existing FacilitiesTerm Loans or the Revolving Facility Loans, as applicable. In additionthe case of the Incremental Extensions of Credit which constitute additional term loans, other than amortization, pricing or maturity date, such additional term loans shall have the same terms as any Class of Term Loans existing immediately prior to the effectiveness of an Incremental Facility Amendment (except as otherwise agreed by the Administrative Agent and Additional Lenders agreeing to provide a commitment in respect of such Incremental Extension of Credit provided that any such agreement shall affect solely the terms of such Incremental Extension of Credit and not any other Loan or Borrowings or Commitments (or any other Lender) unless this Agreement has been amended in accordance with Section 9.08 without reference to this Section 2.21); provided that, without the prior written consent of the Required Lenders (but subject to Section 9.08(b)(viii)), (ai) any increase in the Revolving Facility shall be on the terms described in this Section 2.21 and pursuant to the terms hereof otherwise applicable to the Revolving Facility (it being understood and agreed that the Borrower shall not request any increase in the Revolving Facility pursuant to this Section 2.21 without the prior written consent of the Majority Lenders under the Revolving Facility), (ii) the Incremental Extensions of Credit shall be in an aggregate principal amount not exceeding $100 million, (b) the Incremental Term Loans shall not have a final maturity date earlier than the latest Term Loan Maturity Date, (c) Date or the Incremental Revolving Commitments shall not have a final maturity date earlier than the latest Revolving Facility Maturity Date, as applicable, then in effect and (diii) in the case of additional term loans, Incremental Term Loans Extensions of Credit shall not have a weighted average life Weighted Average Life to Maturity that is shorter than that of the then-remaining weighted average life Weighted Average Life to Maturity of the Term Loans made on the Closing Date, (e) the Incremental Revolving Commitments shall not have a weighted average life that is shorter than that of the then-remaining weighted average life of the Revolving Facility Commitments made on the Closing Date, (f) to the extent that the terms of any Incremental Term Loans (other than as specifically contemplated by immediately preceding clauses (b) and (d)) differ from the Term Loans made on the Closing Date, such terms shall be reasonably acceptable to the Administrative Agent and the Joint Lead Arrangers, (g) to the extent that the terms of any Incremental Revolving Commitments (other than as specifically contemplated by immediately preceding clauses (c) and (e)) differ from the Revolving Facility Commitments made on the Closing Date, such terms shall be reasonably acceptable to the Administrative Agent, each Issuing Lender and the Joint Lead Arrangers, (h) the Applicable Margins for the Incremental Term Loans shall be determined by Borrower and the applicable new Lenders; provided, however, that the Applicable Margins for the Incremental Term Loans shall not be greater than the then Applicable Margin payable with respect to Term Loans plus 50 basis points (and the Applicable Margin then applicable to the Term Loans shall be increased to the extent necessary to achieve the foregoing) and (i) all fees and expenses owing in respect of such Incremental Extensions of Credit to the Administrative Agent, the Joint Lead Arrangers and the Lenders (including reasonable fees and expenses of counsel) shall have been paidLoans. Any additional bank, financial institution, existing Lender or other Person person that elects to extend commitments to provide Incremental Extensions of Credit shall be reasonably satisfactory to the Borrower and, in the case of Incremental Revolving Commitments, Company and the Administrative Agent and the Joint Lead Arrangers (any such bank, financial institution, existing Lender institution or other Person person being called an "“Additional Lender"”) and shall become a Lender under this Agreement, pursuant to an amendment (each, together with any amendments in connection with any Credit Agreement Refinancing Indebtedness incurred pursuant to Section 2.22, an "“Incremental Facility Amendment"”) to this Agreement, giving effect to the modifications permitted by this Section 2.21, and, as appropriate, the other Loan Documents, executed by the Borrower, each existing Lender agreeing to provide a commitment in respect of the Incremental Extensions of Credit, if anyCompany, each Additional Lender, if any, and the Administrative Agent. Commitments in respect of Incremental Extensions of Credit shall become Commitments under this AgreementAgreement after giving effect to such Incremental Facility Amendment. An Incremental Facility Amendment providing for term loans may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be reasonably necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section. The , and shall be, to the extent not consistent with the then existing Loan Documents, reasonably satisfactory to the Administrative Agent provided, however, (x) the interest rates and fees applicable to any Incremental Extension of Credit shall be determined by the Company and the Additional Lenders and the Effective Yield with respect to each Incremental Extension of Credit (whether in the form of interest rate margin, upfront fees, original issue discount or otherwise) may be different than the Effective Yield for the Loans of other Class or Classes of Loans and Commitments, in each case, to the extent provided in any applicable Incremental Facility Amendment and (y) that if any Initial Term Loans remain outstanding at the time of the effectiveness of any Incremental Facility Amendment providing for an additional Class of Other Term Loans, then to the extent the Effective Yield in respect of such Other Term Loans shall exceed by more than 0.50% the Effective Yield on the Initial Term Loans, the Applicable Margin applicable to such Initial Term Loans, as the case may be, shall be subject increased to the satisfaction on extent necessary so that the date thereof Initial Term Loans do not receive less than the Effective Yield with respect to such Other Term Loans, less 0.50% per annum; provided that, in the case of this clause (eachy), if the Other Term Loans include an "Incremental Facility Closing Date"interest rate floor greater than the applicable interest rate floor under the Initial Term Loans, such differential between interest rate floors shall be equated to the Applicable Margin for purposes of determining whether an increase to the Applicable Margin under the Initial Term Loans shall be required, but only to the extent an increase in the interest rate floor in the Initial Term Loans would cause an increase in the interest rate then in effect thereunder, and in such case the interest rate floor (but not the Applicable Margin) of each of applicable to the conditions set forth in Section 4.01 (it being understood that all references Initial Term Loans shall be increased to "the date extent of such Borrowing" in Section 4.01 shall be deemed to refer to the Incremental Facility Closing Date). Except as set forth above, the differential between interest rate floors The proceeds of the Incremental Extensions of Credit shall may be used for general corporate purposes including Permitted Business Acquisitionsany purpose not otherwise prohibited hereunder. Notwithstanding anything to the contrary in this Section 2.21, no existing Lender shall be obligated to provide Incremental Extensions of Credit.

Incremental Extensions of Credit. Subject to the terms and conditions set forth herein, the Borrower may at any time and from time to time, request to add additional term loans (the "“Incremental Term Loans"”) or additional revolving credit commitments (the "“Incremental Revolving Commitments," ” and together with the Incremental Term Loans, the "“Incremental Extensions of Credit"”) in a minimum principal amount of $15.0 million for all Incremental Term Loans or all Incremental Revolving Loans consummated on the same date; provided that (x) immediately prior to and after giving effect to any Incremental Facility Amendment, no Default has occurred or is continuing or shall result therefrom and the Borrower shall, after giving effect to the incurrence of the Incremental Term LoansExtensions of Credit, be in compliance with Sections 6.11 and 6.12 (A) the Incurrence Test on a Pro Forma Basis (including the pro forma effect of any Permitted Business Acquisition being funded with the proceeds of Incremental Extensions of Credit) and (B) a Consolidated Senior Secured Leverage Ratio of 3.50 to 1.00 on a Pro Forma Basis (including the pro forma effect of any Permitted Business Acquisition being funded with the proceeds of Incremental Extensions of Credit) as of the most recent Test Period and as of the date of incurrence of the Incremental Term Loans Extensions of Credit (assuming such Incremental Revolving Commitments are fully drawn), and (y) the Incremental Extensions of Credit shall rank pari passu in right of payment and right of security in respect of the Collateral with the then existing Facilities. In addition, (a) the Incremental Extensions of Credit shall be in an aggregate principal amount not exceeding $300 million (no more than $100 millionmillion of which may be Incremental Revolving Commitments) from and after the 2011 Amendment Effective Date, (b) the Incremental Term Loans shall not have a final maturity date earlier than the Term C Loan Maturity Date, (c) the Incremental Revolving Commitments shall not have a final maturity date earlier than the Tranche 2 Revolving Facility Maturity Date, (d) the Incremental Term Loans shall not have a weighted average life that is shorter than that of the then-remaining weighted average life of the Term Loans made on the Closing DateC Loans, (e) the Incremental Revolving Commitments shall not have a weighted average life that is shorter than that of the then-remaining weighted average life of the Tranche 2 Revolving Facility Commitments made on the Closing DateCommitments, (f) to the extent that the terms of any Incremental Term Loans (other than as specifically contemplated by immediately preceding clauses (b) and (d)) differ from the Term Loans made on the Closing DateC Loans, such terms shall be reasonably acceptable to the Administrative Agent and the Joint Lead ArrangersAgent, (g) to the extent that the terms of any Incremental Revolving Commitments (other than as specifically contemplated by immediately preceding clauses (c) and (e)) differ from the Tranche 2 Revolving Facility Commitments made on the Closing DateCommitments, such terms shall be reasonably acceptable to the Administrative Agent, Agent and each Issuing Lender and the Joint Lead ArrangersLender, (h) if the Applicable Margins for then yield (which shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing such Incremental Term Loan in the initial primary syndication thereof) (the “Effective Yield”) with respect to any such Incremental Term Loans exceeds the then applicable Effective Yield on the Term C Loans (which shall be determined deemed to include upfront or similar fees or original issue discount payable to all Term C Lenders in the initial primary syndication thereof) by Borrower and more than 50 basis points, the applicable new Lenders; provided, however, Applicable Margin for the Term C Loans shall be automatically increased by the amount necessary so that the Applicable Margins for the Effective Yield of such Incremental Term Loans shall not be greater is no more than the then Applicable Margin payable with respect to Term Loans plus 50 basis points (and higher than the Applicable Margin then applicable to Effective Yield for the Term C Loans shall be increased to the extent necessary to achieve the foregoing) and (i) all fees and expenses owing in respect of such Incremental Extensions of Credit to the Administrative Agent, the Joint Lead Arrangers Agent and the Lenders (including reasonable fees and expenses of counsel) shall have been paid. Any additional bank, financial institution, existing Lender or other Person that elects to extend commitments to provide Incremental Extensions of Credit shall be reasonably satisfactory to the Borrower and, in the case of Incremental Revolving Commitments, the Administrative Agent and the Joint Lead Arrangers (any such bank, financial institution, existing Lender or other Person being called an "“Additional 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 2.21, and, as appropriate, the other Loan Documents, executed by the Borrower, each existing Lender agreeing to provide a commitment in respect of the Incremental Extensions of Credit, if any, each Additional Lender, if any, and the Administrative Agent. Commitments in respect of Incremental Extensions of Credit shall become Commitments under this Agreement. An Incremental Facility Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be reasonably necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section. The effectiveness of any Incremental Facility Amendment shall be subject to the satisfaction on the date thereof (each, an "“Incremental Facility Closing Date"”) of each of the conditions set forth in Section 4.01 (it being understood that all references to "“the date of such Borrowing" ” in Section 4.01 shall be deemed to refer to the Incremental Facility Closing Date). Except as set forth above, the proceeds of the Incremental Extensions of Credit shall be used for general corporate purposes including Permitted Business Acquisitions.

Incremental Extensions of Credit. Subject to the terms and conditions set forth herein, the Borrower may at any time and from time to time, request to add additional term loans (the "“Incremental Term Loans"”) or additional revolving credit commitments (the "“Incremental Revolving Commitments," ” and together with the Incremental Term Loans, the "“Incremental Extensions of Credit"”) in a minimum principal amount of $15.0 million for all Incremental Term Loans or all Incremental Revolving Loans consummated on the same date; provided that (x) immediately prior to and after giving effect to any Incremental Facility Amendment, no Default has occurred or is continuing or shall result therefrom and the Borrower shall, after giving effect to the incurrence of the Incremental Term Loans, be in compliance with Sections 6.11 and 6.12 on a Pro Forma Basis as of the most recent Test Period and as of the date of incurrence of the Incremental Term Loans and (y) the Incremental Extensions of Credit shall rank pari passu in right of payment and right of security in respect of the Collateral with the then existing Facilities. In addition, (a) the Incremental Extensions of Credit shall be in an aggregate principal amount not exceeding $100 million500 million (no more than $100.0 million of which may be Incremental Revolving Commitments) from and after the 2013 Amendment Effective Date plus an amount such that, after giving effect to the incurrence of such Incremental Extension of Credit (and assuming that any Incremental Revolving Commitments are fully drawn), the Consolidated Leverage Ratio does not exceed 3.50 to 1.00 on a Pro Forma Basis as of the most recent Test Period and as of the date of such Incremental Extension of Credit, (b) the Incremental Term Loans shall not have a final maturity date earlier than the Term C Loan Maturity Date, (c) the Incremental Revolving Commitments shall not have a final maturity date earlier than the Tranche 3 Revolving Facility Maturity Date, (d) the Incremental Term Loans shall not have a weighted average life that is shorter than that of the then-remaining weighted average life of the Term Loans made on the Closing DateC Loans, (e) the Incremental Revolving Commitments shall not have a weighted average life that is shorter than that of the then-remaining weighted average life of the Tranche 3 Revolving Facility Commitments made on the Closing DateCommitments, (f) to the extent that the terms of any Incremental Term Loans (other than as specifically contemplated by immediately preceding clauses (b) and (d)) differ from the Term Loans made on the Closing DateC Loans, such terms shall be reasonably acceptable to the Administrative Agent and the Joint Lead ArrangersAgent, (g) to the extent that the terms of any Incremental Revolving Commitments (other than as specifically contemplated by immediately preceding clauses (c) and (e)) differ from the Tranche 3 Revolving Facility Commitments made on the Closing DateCommitments, such terms shall be reasonably acceptable to the Administrative Agent, Agent and each Issuing Lender and the Joint Lead ArrangersLender, (h) if the Applicable Margins for then yield (which shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing such Incremental Term Loan in the initial primary syndication thereof) (the “Effective Yield”) with respect to any such Incremental Term Loans exceeds the then applicable Effective Yield on the Term C Loans (which shall be determined deemed to include upfront or similar fees or original issue discount payable to all Term C Lenders in the initial primary syndication thereof) by Borrower and more than 50 basis points, the applicable new Lenders; provided, however, Applicable Margin for the Term C Loans shall be automatically increased by the amount necessary so that the Applicable Margins for the Effective Yield of such Incremental Term Loans shall not be greater is no more than the then Applicable Margin payable with respect to Term Loans plus 50 basis points (and higher than the Applicable Margin then applicable to Effective Yield for the Term C Loans shall be increased to the extent necessary to achieve the foregoing) and (i) all fees and expenses owing in respect of such Incremental Extensions of Credit to the Administrative Agent, the Joint Lead Arrangers Agent and the Lenders (including reasonable fees and expenses of counsel) shall have been paid. Any additional bank, financial institution, existing Lender or other Person that elects to extend commitments to provide Incremental Extensions of Credit shall be reasonably satisfactory to the Borrower and, in the case of Incremental Revolving Commitments, the Administrative Agent and the Joint Lead Arrangers (any such bank, financial institution, existing Lender or other Person being called an "“Additional 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 2.21, and, as appropriate, the other Loan Documents, executed by the Borrower, each existing Lender agreeing to provide a commitment in respect of the Incremental Extensions of Credit, if any, each Additional Lender, if any, and the Administrative Agent. Commitments in respect of Incremental Extensions of Credit shall become Commitments under this Agreement. An Incremental Facility Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be reasonably necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section. The effectiveness of any Incremental Facility Amendment shall be subject to the satisfaction on the date thereof (each, an "“Incremental Facility Closing Date"”) of each of the conditions set forth in Section 4.01 (it being understood that all references to "“the date of such Borrowing" ” in Section 4.01 shall be deemed to refer to the Incremental Facility Closing Date). Except as set forth above, the proceeds of the Incremental Extensions of Credit shall be used for general corporate purposes including Permitted Business Acquisitions.

Incremental Extensions of Credit. Subject to the terms and conditions set forth herein, the Borrower Company may at any time and from time to time, request (x) to add additional term loans and/or increase the Revolving Facility Commitments of any Class or (the "Incremental Term Loans"y) to incur additional Indebtedness or additional revolving credit commitments Other Revolving Commitments (the "Incremental Revolving Commitments," and together with the Incremental Term Loansin each case, the "“Incremental Extensions of Credit"”) in a minimum principal amount amounts of $15.0 million for all Incremental Term Loans or all Incremental Revolving Loans consummated on the same date; million, provided that (xa) immediately prior to and after giving effect to any Incremental Facility AmendmentAmendment (and the making of any Incremental Extensions of Credit pursuant thereto), (x) no Default or Event of Default has occurred or is continuing or shall result therefrom and the Borrower shall, after giving effect to the incurrence of the Incremental Term Loans, be in compliance with Sections 6.11 and 6.12 (y) on a Pro Forma Basis as (including giving pro forma effect to any Incremental Facility Amendment (and the making of any Incremental Extensions of Credit pursuant thereto), the most recent Test Period and as of the date of incurrence of the Incremental Term Loans Total Leverage Ratio shall not exceed 4.00:1.00 and (yb) the aggregate principal amount (or committed amount, if applicable) of all Incremental Extensions of Credit pursuant thereto shall not exceed $100.0 million (such amount, the “Maximum Incremental Amount”), provided that Incremental Extensions of Credit may exceed the Maximum Incremental Amount by an amount of up to $100.0 million so long as after giving effect thereto on a Pro Forma Basis (including giving pro forma effect to any Incremental Facility Amendment (and the meeting of any Incremental Extensions of Credit pursuant thereto)) the Total Leverage Ratio shall not exceed 2.50:1.00. The Incremental Extensions of Credit shall rank pari passu in right of payment and right of security in respect of the Collateral with the then existing FacilitiesTerm Loans or the Revolving Facility Loans, as applicable. In additionthe case of the Incremental Extensions of Credit which constitute additional term loans, other than amortization, pricing or maturity date, such additional term loans shall have the same terms as any Class of Term Loans existing immediately prior to the effectiveness of an Incremental Facility Amendment (except as otherwise agreed by the Administrative Agent and Additional Lenders agreeing to provide a commitment in respect of such Incremental Extension of Credit provided that any such agreement shall affect solely the terms of such Incremental Extension of Credit and not any other Loan or Borrowings or Commitments (or any other Lender) unless this Agreement has been amended in accordance with Section 9.08 without reference to this Section 2.21); provided that, without the prior written consent of the Required Lenders (but subject to Section 9.08(b)(viii)), (ai) any increase in the Revolving Facility shall be on the terms described in this Section 2.21 and pursuant to the terms hereof otherwise applicable to the Revolving Facility (it being understood and agreed that the Borrower shall not request any increase in the Revolving Facility pursuant to this Section 2.21 without the prior written consent of the Majority Lenders under the Revolving Facility), (ii) the Incremental Extensions of Credit shall be in an aggregate principal amount not exceeding $100 million, (b) the Incremental Term Loans shall not have a final maturity date earlier than the latest Term Loan Maturity Date, (c) Date or the Incremental Revolving Commitments shall not have a final maturity date earlier than the latest Revolving Facility Maturity Date, as applicable, then in effect and (diii) in the case of additional term loans, Incremental Term Loans Extensions of Credit shall not have a weighted average life that is shorter than that of the then-remaining weighted average life of the Term Loans made on the Closing Date, (e) the Incremental Revolving Commitments shall not have a weighted average life that is shorter than that of the then-remaining weighted average life of the Revolving Facility Commitments made on the Closing Date, (f) to the extent that the terms of any Incremental Term Loans (other than as specifically contemplated by immediately preceding clauses (b) and (d)) differ from the Term Loans made on the Closing Date, such terms shall be reasonably acceptable to the Administrative Agent and the Joint Lead Arrangers, (g) to the extent that the terms of any Incremental Revolving Commitments (other than as specifically contemplated by immediately preceding clauses (c) and (e)) differ from the Revolving Facility Commitments made on the Closing Date, such terms shall be reasonably acceptable to the Administrative Agent, each Issuing Lender and the Joint Lead Arrangers, (h) the Applicable Margins for the Incremental Term Loans shall be determined by Borrower and the applicable new Lenders; provided, however, that the Applicable Margins for the Incremental Term Loans shall not be greater than the then Applicable Margin payable with respect to Term Loans plus 50 basis points (and the Applicable Margin then applicable to the Term Loans shall be increased to the extent necessary to achieve the foregoing) and (i) all fees and expenses owing in respect of such Incremental Extensions of Credit to the Administrative Agent, the Joint Lead Arrangers and the Lenders (including reasonable fees and expenses of counsel) shall have been paidLoans. Any additional bank, financial institution, existing Lender or other Person person that elects to extend commitments to provide Incremental Extensions of Credit shall be reasonably satisfactory to the Borrower and, in the case of Incremental Revolving Commitments, Company and the Administrative Agent and the Joint Lead Arrangers (any such bank, financial institution, existing Lender institution or other Person person being called an "“Additional Lender"”) and shall become a Lender under this Agreement, pursuant to an amendment (each, together with any amendments in connection with any Credit Agreement Refinancing Indebtedness incurred pursuant to Section 2.22, an "“Incremental Facility Amendment"”) to this Agreement, giving effect to the modifications permitted by this Section 2.21, and, as appropriate, the other Loan Documents, executed by the Borrower, each existing Lender agreeing to provide a commitment in respect of the Incremental Extensions of Credit, if anyCompany, each Additional Lender, if any, and the Administrative Agent. Commitments in respect of Incremental Extensions of Credit shall become Commitments under this AgreementAgreement after giving effect to such Incremental Facility Amendment. An Incremental Facility Amendment providing for term loans may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be reasonably necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section, and shall be, to the extent not consistent with the then existing Loan Documents, reasonably satisfactory to the Administrative Agent provided, however, (x) the interest rates and fees applicable to any Incremental Extension of Credit shall be determined by the Company and the Additional Lenders and the Effective Yield with respect to each Incremental Extension of Credit (whether in the form of interest rate margin, upfront fees, original issue discount or otherwise) may be different than the Effective Yield for the Loans of other Class or Classes of Loans and Commitments, in each case, to the extent provided in any applicable Incremental Facility Amendment, (y) that if any New Term Loans remain outstanding at the time of the effectiveness of any Incremental Facility Amendment, then to the extent the Effective Yield in respect of such additional term loans shall exceed by more than 0.50% the Effective Yield on the New Term Loans, the Applicable Margin applicable to such New Term Loans, as the case may be, shall be increased to the extent necessary so that the New Term Loans do not receive less than the Effective Yield with respect to such additional term loans, less 0.50% per annum and (z) that, in the case of an Incremental Facility Amendment providing for any increase to any Revolving Facility Commitments or additional revolving credit commitments, if any Existing Revolving Facility Commitments remain outstanding at the time of the effectiveness of any such Incremental Facility Amendment, then to the extent the Effective Yield in respect of Loans made pursuant to such increased Revolving Facility Commitments or additional revolving credit commitments (as applicable) shall exceed by more than 0.50% the Effective Yield applicable to Existing Revolving Facility Loans, the Applicable Margin applicable to such Existing Revolving Facility Loans shall be increased to the extent necessary so that the Existing Revolving Facility Loans do not receive less than the Effective Yield with respect to such Loans, less 0.50% per annum. The effectiveness of any Incremental Facility Amendment shall be subject to the satisfaction on the date thereof (each, an "“Incremental Facility Closing Date"”) of each of the conditions set forth in Section 4.01 (it being understood that all references to "“the date of such Borrowing" ” in such Section 4.01 shall be deemed to refer to the Incremental Facility Closing Date). Except , and, except as set forth aboveotherwise specified in the applicable Incremental Facility Amendment, the Administrative Agent shall have received (x) legal opinions, board resolutions and other closing documents and certificates reasonably requested by the Administrative Agent and consistent with those delivered on the Closing Date under Section 4.02 and (y) reaffirmation agreements and/or such amendments to the Security Documents as may be reasonably requested by the Collateral Agent in order to ensure that the Incremental Extensions of Credit are provided with the benefit of the applicable Loan Documents. The proceeds of the Incremental Extensions of Credit shall may be used for general corporate purposes including Permitted Business Acquisitionsany purpose not otherwise prohibited hereunder. Notwithstanding anything to the contrary in this Section 2.21, no existing Lender shall be obligated to provide Incremental Extensions of Credit.