Common use of Incremental Facilities Clause in Contracts

Incremental Facilities. (a) The Borrower may by written notice to Administrative Agent elect to request the establishment of one or more (x) additional tranches of term loans (the commitments thereto, the “New Term Loan Commitments”) and/or (y) increases in Revolving Credit Commitments (the “New Revolving Credit Commitments” and, together with the New Term Loan Commitments, the “New Loan Commitments”), by an aggregate amount not in excess of the Maximum Incremental Facilities Amount in the aggregate and not less than $100,000,000 individually (or such lesser amount as (x) may be approved by the Administrative Agent or (y) shall constitute the difference between the Maximum Incremental Facilities Amount and all such New Loan Commitments obtained on or prior to such date). Each such notice shall specify the date (each, an “Increased Amount Date”) on which the Borrower proposes that the New Loan Commitments shall be effective, which shall be a date not less than ten Business Days after the date on which such notice is delivered to the Administrative Agent. The Borrower may approach any Lender or any Person (other than a natural person) to provide all or a portion of the New Loan Commitments; provided that any Lender offered or approached to provide all or a portion of the New Loan Commitments may elect or decline, in its sole discretion, to provide a New Loan Commitment. In each case, such New Loan Commitments shall become effective as of the applicable Increased Amount Date; provided that (i) no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such New Loan Commitments, as applicable; (ii) both before and after giving effect to the making of any Series of New Term Loans or New Revolving Loans, each of the conditions set forth in Section 7 shall be satisfied; (iii) the New Loan Commitments shall be effected pursuant to one or more Joinder Agreements executed and delivered by the Borrower and Administrative Agent, and each of which shall be recorded in the Register and shall be subject to the requirements set forth in Section 5.4(d); (iv) the Borrower shall make any payments required pursuant to Section 2.11 in connection with the New Loan Commitments, as applicable; and (v) the Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by Administrative Agent in connection with any such transaction. Any New Term Loans made on an Increased Amount Date shall be designated, a separate series (a “Series”) of New Term Loans for all purposes of this Agreement. (b) On any Increased Amount Date on which New Revolving Credit Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (a) each of the Lenders with Revolving Credit Commitments shall assign to each Lender with a New Revolving Credit Commitment (each, a “New Revolving Loan Lender”) and each of the New Revolving Loan Lenders shall purchase from each of the Lenders with Revolving Credit Commitments, at the principal amount thereof and in the applicable currency(ies), such interests in the Revolving Credit Loans outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, the Revolving Credit Loans will be held by existing Revolving Credit Lenders and New Revolving Loan Lenders ratably in accordance with their Revolving Credit Commitments after giving effect to the addition of such New Revolving Credit Commitments to the Revolving Credit Commitments, (b) each New Revolving Credit Commitment shall be deemed for all purposes a Revolving Credit Commitment and each Loan made thereunder (a “New Revolving Loan”) shall be deemed, for all purposes, a Revolving Credit Loan and (c) each New Revolving Loan Lender shall become a Lender with respect to the New Revolving Credit Commitment and all matters relating thereto. (c) On any Increased Amount Date on which any New Term Loan Commitments of any Series are effective, subject to the satisfaction of the foregoing terms and conditions, (i) each Lender with a New Term Loan Commitment (each, a “New Term Loan Lender”) of any Series shall make a Loan to the Borrower (a “New Term Loan”) in an amount equal to its New Term Loan Commitment of such Series, and (ii) each New Term Loan Lender of any Series shall become a Lender hereunder with respect to the New Term Loan Commitment of such Series and the New Term Loans of such Series made pursuant thereto. (d) The terms and provisions of the New Term Loans and New Term Loan Commitments of any Series shall be, except as otherwise set forth herein or in the applicable Joinder Agreement, identical to one or more Classes of the existing Initial Term Loans; provided that (i) the applicable New Term Loan Maturity Date of each Series shall be no earlier than the Initial Term Loan Maturity Date and mandatory prepayment and other payment rights (other than scheduled amortization) of the New Term Loans and the existing Initial Term Loans shall be identical, (ii) the rate of interest and the amortization schedule applicable to the New Term Loans of each Series shall be determined by the Borrower and the applicable new Lenders and shall be set forth in each applicable Joinder Agreement; provided that the weighted average life to maturity of all New Term Loans shall be no shorter than the weighted average life to maturity of the Initial Term Loans and (iii) all other terms applicable to the New Term Loans of each Series that differ from the existing Initial Term Loans shall be reasonably acceptable to the Administrative Agent (as evidenced by its execution of the applicable Joinder Agreement). The terms and provisions of the New Revolving Loans and New Revolving Credit Commitments shall be identical to the Revolving Credit Loans and the Revolving Credit Commitments. (e) Each Joinder Agreement may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Credit Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provision of this Section 2.14.

Incremental Facilities. (a) The Borrower Representative may by written notice to the Administrative Agent elect to request (A) prior to the Revolving Commitment Termination Date, an increase to the existing Revolving Commitments (any such increase, the “Incremental Revolving Commitments”) and/or (B) the increase in or the establishment of one or more (x) additional tranches of new term loans (the loan commitments thereto, the “New Term Loan Commitments”) and/or (y) increases in Revolving Credit Commitments (the “New Revolving Credit Commitments” and, together with the New Incremental Term Loan Commitments, the “New Loan Commitments”), by an aggregate amount not in excess of the Maximum Incremental Facilities Amount greater of (i) $200,000,000 in the aggregate and not less than $100,000,000 10,000,000 individually (or such lesser amount as (x) may which shall be approved by the Administrative Agent or (y) such lesser amount that shall constitute the difference between the Maximum Incremental Facilities Amount $200,000,000 and all such New Incremental Revolving Commitments and Incremental Term Loan Commitments obtained on or prior to such date)) and (ii) up to an additional amount of Incremental Term Loans or increases to the Incremental Revolving Commitments so long as the Secured Leverage Ratio (calculated on a pro forma basis) is no more than 3.50:1.00, in each case, with respect to any Incremental Revolving Commitments, assuming a borrowing of the maximum amount of Loans available thereunder; provided that, in either case, Incremental Revolving Commitments shall not exceed $50,000,000 in the aggregate. Each such notice shall specify (A) the date (each, an “Increased Amount Date”) on which the Borrower Representative proposes that the New Incremental Revolving Commitments or Incremental Term Loan Commitments Commitments, as applicable, shall be effective, which shall be a date not less than ten (10) Business Days after the date on which such notice is delivered to the Administrative Agent. The Agent and (B) the identity of each Lender or other Person that is an Eligible Assignee (each, an “Incremental Revolving Loan Lender” or “Incremental Term Loan Lender”, as applicable) to whom the Borrower may approach Representative proposes any portion of such Incremental Revolving Commitments or Incremental Term Loan Commitments, as applicable, be allocated and the amounts of such allocations and any Lender or any Person (other than a natural person) to provide all or a portion of the New Loan Commitments; provided that any Lender offered or approached to provide all or a portion of the New Incremental Revolving Commitments or Incremental Term Loan Commitments may elect or decline, in its sole discretion, to provide a New an Incremental Revolving Commitment or an Incremental Term Loan Commitment, as applicable. In each case, such New Such Incremental Revolving Commitments or Incremental Term Loan Commitments shall become effective as of the applicable such Increased Amount Date; provided that (i1) no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such New Incremental Revolving Commitments or Incremental Term Loan Commitments, as applicable; (ii2) both before and after giving effect to the making of any Series of New Incremental Term Loans or New Revolving Loans, each of the conditions set forth in Section 7 3.02 shall be satisfiedsatisfied or waived; (iii3) the New U.S. Borrower shall be in compliance with the financial covenant set forth in Section 6.07 (assuming for this purpose that such financial covenant is in effect) as of the last day of the most recently ended four Fiscal Quarter period for which financial statements are available), after giving effect to such Incremental Revolving Commitments or Incremental Term Loan Commitments, as applicable; (4) the Incremental Revolving Commitments or Incremental Term Loan Commitments, as applicable, shall be effected pursuant to one or more Joinder Agreements executed and delivered by the Borrower Representative, the Incremental Revolving Loan Lender or Incremental Term Loan Lender, as applicable, and the Administrative Agent, and each of which shall be recorded in the Revolving Commitment Register or the Term Loan Register, as applicable, and each Incremental Revolving Loan Lender and Incremental Term Loan Lender shall be subject to the requirements set forth in Section 5.4(d); (iv) the Borrower shall make any payments required pursuant to Section 2.11 in connection with the New Loan Commitments, as applicable; and (v) the Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by Administrative Agent in connection with any such transaction. Any New Term Loans made on an Increased Amount Date shall be designated, a separate series (a “Series”) of New Term Loans for all purposes of this Agreement. (b) On any Increased Amount Date on which New Revolving Credit Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (a) each of the Lenders with Revolving Credit Commitments shall assign to each Lender with a New Revolving Credit Commitment (each, a “New Revolving Loan Lender”) and each of the New Revolving Loan Lenders shall purchase from each of the Lenders with Revolving Credit Commitments, at the principal amount thereof and in the applicable currency(ies), such interests in the Revolving Credit Loans outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, the Revolving Credit Loans will be held by existing Revolving Credit Lenders and New Revolving Loan Lenders ratably in accordance with their Revolving Credit Commitments after giving effect to the addition of such New Revolving Credit Commitments to the Revolving Credit Commitments, (b) each New Revolving Credit Commitment shall be deemed for all purposes a Revolving Credit Commitment and each Loan made thereunder (a “New Revolving Loan”) shall be deemed, for all purposes, a Revolving Credit Loan and (c) each New Revolving Loan Lender shall become a Lender with respect to the New Revolving Credit Commitment and all matters relating thereto. (c) On any Increased Amount Date on which any New Term Loan Commitments of any Series are effective, subject to the satisfaction of the foregoing terms and conditions, (i) each Lender with a New Term Loan Commitment (each, a “New Term Loan Lender”) of any Series shall make a Loan to the Borrower (a “New Term Loan”) in an amount equal to its New Term Loan Commitment of such Series, and (ii) each New Term Loan Lender of any Series shall become a Lender hereunder with respect to the New Term Loan Commitment of such Series and the New Term Loans of such Series made pursuant thereto. (d) The terms and provisions of the New Term Loans and New Term Loan Commitments of any Series shall be, except as otherwise set forth herein or in the applicable Joinder Agreement, identical to one or more Classes of the existing Initial Term Loans; provided that (i) the applicable New Term Loan Maturity Date of each Series shall be no earlier than the Initial Term Loan Maturity Date and mandatory prepayment and other payment rights (other than scheduled amortization) of the New Term Loans and the existing Initial Term Loans shall be identical, (ii) the rate of interest and the amortization schedule applicable to the New Term Loans of each Series shall be determined by the Borrower and the applicable new Lenders and shall be set forth in each applicable Joinder Agreement; provided that the weighted average life to maturity of all New Term Loans shall be no shorter than the weighted average life to maturity of the Initial Term Loans and (iii) all other terms applicable to the New Term Loans of each Series that differ from the existing Initial Term Loans shall be reasonably acceptable to the Administrative Agent (as evidenced by its execution of the applicable Joinder Agreement). The terms and provisions of the New Revolving Loans and New Revolving Credit Commitments shall be identical to the Revolving Credit Loans and the Revolving Credit Commitments. (e) Each Joinder Agreement may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Credit Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provision of this Section 2.14.in

Incremental Facilities. (a) The Borrower may may, by written notice to the Administrative Agent Agent, elect to request (x) the establishment of one or more new term loan commitments (x) additional tranches of term loans (the commitments thereto, the “New Term Loan Commitments”) and/or (y) increases in prior to the Revolving Credit Maturity Date, an increase to the existing Revolving Credit Commitments (any such increase, the “New Revolving Credit Commitments” and, together with the New Term Loan Commitments, the “New Loan Commitments”), by in each case to effect the incurrence of secured Indebtedness permitted to be incurred pursuant to Section 6.01(p) in an aggregate amount not in excess of (and not in duplication of) the Maximum Incremental Facilities Amount amount of secured Indebtedness permitted to be incurred pursuant to Section 6.01(p) in the aggregate and not less than $100,000,000 50,000,000 individually (or such lesser amount as (x) may which shall be approved by the Administrative Agent or (y) such lesser amount that shall constitute the difference between the Maximum Incremental Facilities Amount amount of secured Indebtedness permitted to be incurred pursuant to Section 6.01(p) and all such New Loan Commitments obtained on or prior to such date), and integral multiples of $5,000,000 in excess of that amount (it being understood that any Indebtedness incurred pursuant to this Section 2.25 shall correspondingly reduce the amount of Indebtedness permitted to be incurred pursuant to Section 6.01(p), and vice versa). Each such notice shall specify the date (each, an “Increased Amount Date”) on which the Borrower proposes that the New Loan Commitments shall be effective, which shall be a date not less than ten 10 Business Days after the date on which such notice is delivered to the Administrative Agent. The ; provided that the Borrower may approach any Lender or any Person (other than shall first offer the Lenders, on a natural person) pro rata basis, the opportunity to provide all or a portion of the New Loan CommitmentsCommitments prior to offering such opportunity to any other Person that is an eligible assignee pursuant to Section 9.04(b); provided provided, further, that any Lender offered or approached to provide all or a portion of the New Loan Commitments may elect or decline, in its sole discretion, to provide a New Loan Commitment. In each case, such Such New Loan Commitments shall become effective effective, as of the applicable such Increased Amount Date; provided that (i) no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such New Loan Commitments, as applicable; (ii) both before and after giving effect to the making of any Series of New Term Loans or New Revolving Credit Loans, each of the conditions set forth in Section 7 4.01 shall be satisfied; (iii) the Borrower and its Subsidiaries shall be in pro forma compliance with each of the covenants set forth in Sections 6.13 and 6.14 as of the last day of the most recently ended fiscal quarter for which financial statements are required to be delivered pursuant to Section 5.04(a) and 5.04(b) after giving effect to such New Loan Commitments and any Investment to be consummated in connection therewith; (iv) the New Loan Commitments shall be effected pursuant to one or more Joinder Agreements executed and delivered by the Borrower and the Administrative Agent, and each of which shall be recorded in the Register and shall be subject to the requirements set forth in Section 5.4(d)Register; (ivv) the Borrower shall make any payments required pursuant to Section 2.11 2.16 in connection with the New Loan Commitments, as applicable; and (vvi) the Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transaction; and (vii) the requirements set forth in Section 9.19 shall have been satisfied. Any New Term Loans made on an Increased Amount Date shall be designated, designated as a separate series (a “Series”) of New Term Loans for all purposes of this AgreementAgreement and the other Credit Documents. (b) On any Increased Amount Date on which New Revolving Credit Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (ai) each of the Lenders with Revolving Credit Commitments shall assign to each Lender with a New Revolving Credit Commitment (each, a “New Revolving Loan Credit Lender”) and each of the New Revolving Loan Credit Lenders shall purchase from each of the Lenders with Revolving Credit Commitments, at the principal amount thereof and in the applicable currency(ies(together with accrued interest), such interests in the Revolving Credit Loans outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, the such Revolving Credit Loans will be held by existing Lenders with Revolving Credit Lenders Loans and New Revolving Loan Credit Lenders ratably in accordance with their Revolving Credit Commitments after giving effect to the addition of such New Revolving Credit Commitments to the Revolving Credit Commitments, (bii) each New Revolving Credit Commitment shall be deemed for all purposes a Revolving Credit Commitment and each Loan loan made thereunder (a “New Revolving Credit Loan”) shall be deemed, for all purposes, a Revolving Credit Loan and (ciii) each New Revolving Loan Credit Lender shall become a Lender with respect to the its New Revolving Credit Commitment and all matters relating thereto. (c) On any Increased Amount Date on which any New Term Loan Commitments of any Series are effective, subject to the satisfaction of the foregoing terms and conditions, (i) each Lender with a New Term Loan Commitment (each, a “New Term Loan Lender”) of any Series shall make a Loan loan to the Borrower (a “New Term Loan”) in an amount equal to its New Term Loan Commitment of such Series, and (ii) each New Term Loan Lender of any Series shall become a Lender hereunder with respect to the its New Term Loan Commitment of such Series and the New Term Loans of such Series made by such Lender pursuant thereto. (d) The Administrative Agent shall notify the Lenders promptly upon receipt of the Borrower’s notice of each Increased Amount Date and in respect thereof (i) the Series of New Term Loan Commitments and New Term Loan Lenders of such Series or the New Revolving Credit Commitments and New Revolving Credit Lenders, as applicable, and (ii) in the case of each notice to any Lender with Revolving Credit Loans, the respective interests in such Lender’s Revolving Credit Loans subject to the assignments contemplated by clause (b) of this Section 2.25. (e) The terms and provisions of the New Term Loans and New Term Loan Commitments of any Series shall be, except as otherwise set forth herein or in the applicable Joinder Agreement, identical to one or more Classes of the existing Initial Term Loans; provided, however, that (i) the New Term Loan Maturity Date for any Series shall be determined by the Borrower and the applicable New Term Loan Lenders and shall be set forth in the applicable Joinder Agreement; provided that (ix) the Weighted Average Life to Maturity of all New Term Loans of any Series shall be no shorter than the Weighted Average Life to Maturity of the Term Loans and (y) the applicable New Term Loan Maturity Date of each Series shall be no earlier shorter than the Initial Term Loan Maturity Date and mandatory prepayment and other payment rights (other than scheduled amortization) final maturity of the New Term Loans and the existing Initial Term Loans shall be identical, (ii) the rate of interest and the amortization schedule applicable to the New Term Loans of each Series shall be determined by the Borrower and the applicable new New Term Loan Lenders and shall be set forth in each applicable Joinder Agreement; provided that the weighted average life to maturity of all New Term Loans shall be no shorter than the weighted average life to maturity of the Initial Term Loans and (iii) all other terms applicable to the New Term Loans of each Series that differ from the existing Initial Term Loans shall be reasonably acceptable to the Administrative Agent (as evidenced by its execution of the applicable Joinder Agreement). The terms and provisions of the New Revolving Credit Loans and New Revolving Credit Commitments shall be identical to the Revolving Credit Loans and the Revolving Credit Commitments. (ef) Each Joinder Agreement may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Credit Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provision provisions of this Section 2.142.25.

Incremental Facilities. (a) The Borrower may may, by written notice to the Administrative Agent prior to the Revolving Credit Termination Date, elect to request request, an increase to the establishment of one or more existing Commitments (x) additional tranches of term loans (the commitments theretoany such increase, the “New Term Loan Commitments”) and/or (yto effect the incurrence of secured Indebtedness permitted to be incurred pursuant to Section 6.01(d) increases in Revolving Credit an amount not to exceed $500,000,000 in the aggregate. New Commitments (the “New Revolving Credit Commitments” and, together shall be secured pari passu with the New Term Loan Commitments, existing Secured Obligations pursuant to the “New Loan Commitments”), by an aggregate amount Intercreditor Agreement and shall not in excess of the Maximum Incremental Facilities Amount in the aggregate and not be less than $100,000,000 10,000,000 individually (or such lesser amount as (x) may which shall be approved by the Administrative Agent or (y) such lesser amount which shall constitute the difference between the Maximum Incremental Facilities Amount amount of secured Indebtedness permitted to be incurred pursuant to (i) Section 6.01(c) and this Section 2.21 and (ii) all such New Loan Commitments obtained on or prior to such date)) and integral multiples of $1,000,000 in excess of such amount. Each such notice shall specify the date (each, an “Increased Amount Commitment Date”) on which the Borrower proposes that the New Loan Commitments shall be effective, which shall be a date not less than ten 10 Business Days after the date on which such notice is delivered to the Administrative Agent. The ; provided that the Borrower may approach any Lender or any Person (other than shall first offer the Lenders, on a natural person) pro rata basis, the opportunity to provide all or a portion of the New Loan CommitmentsCommitments prior to offering such opportunity to any other Person that is an eligible assignee pursuant to Section 9.04(b); provided provided, further, that any Lender offered or approached to provide all or a portion of the New Loan Commitments may elect or decline, in its sole discretion, to provide a New Loan Commitment. In each case, such Such New Loan Commitments shall become effective as of the applicable such Increased Amount Commitment Date; provided that (i) no Default or Event of Default shall exist on such Increased Amount Commitment Date before or after giving effect to such New Loan Commitments, as applicable; (ii) both before the Borrower and its Subsidiaries shall be in pro forma compliance with each of the Financial Covenants as of the last day of the most recently ended fiscal quarter for which financial statements are required to be delivered pursuant to Section 5.05(a) and 5.05(b) after giving effect to the making of such New Commitments and any Series of New Term Loans or New Revolving Loans, each of the conditions set forth Investment to be consummated in Section 7 shall be satisfiedconnection therewith; (iii) the New Loan Commitments shall be subject to the same terms and conditions as the existing Commitments under this Agreement (except that upfront fees paid to Lenders providing New Commitments may be less than the upfront fees that were paid to the existing Lenders on the Signing Date); (iv) the New Commitments shall be effected pursuant to one or more Joinder Agreements executed and delivered by the Borrower and the Administrative Agent, and each of which shall be recorded in the Register and shall be subject to the requirements set forth in Section 5.4(d)Register; (ivv) the Borrower shall make any payments required pursuant to Section 2.11 2.16 in connection with the New Loan Commitments, as applicable; and (vvi) the Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transaction. Any New Term Loans ; (vii) the requirements set forth in Section 9.17 shall have been satisfied; and (viii) the representations and warranties set forth in each Loan Document shall be true and correct in all material respects (except to the extent that such representations and warranties are qualified as to materiality, in which case they shall be true and correct in all respects) on and as of such Increased Commitment Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an Increased Amount Date earlier date, in which case such representations and warranties shall be designatedtrue and correct in all material respects (or true and correct in all respects, a separate series (a “Series”as provided in the parenthetical above) on and as of New Term Loans for all purposes of this Agreementsuch earlier date. (b) On any Increased Amount Commitment Date on which New Revolving Credit Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (ai) each of the Lenders with Revolving Credit Commitments shall assign to each Lender with a New Revolving Credit Commitment (each, a “New Revolving Loan Lender”) and each of the New Revolving Loan Lenders shall purchase from each of the Lenders with Revolving Credit Commitments, at the principal amount thereof and in the applicable currency(ies(together with accrued interest), such interests in the Revolving Credit Loans outstanding on such Increased Amount Commitment Date as shall be necessary in order that, after giving effect to all such assignments and purchases, the Revolving Credit such Loans will be held by existing Revolving Credit Lenders with Loans and New Revolving Loan Lenders ratably in accordance with their Revolving Credit Commitments after giving effect to the addition of such New Revolving Credit Commitments to the Revolving Credit Commitments, (bii) each New Revolving Credit Commitment shall be deemed for all purposes a Revolving Credit Commitment and each Loan loan made thereunder (a “New Revolving Loan”) shall be deemed, for all purposes, a Revolving Credit Loan and (ciii) each New Revolving Loan Lender shall become a Lender with respect to the its New Revolving Credit Commitment and all matters relating thereto. (c) On any The Administrative Agent shall notify the Lenders promptly upon receipt of the Borrower’s notice of each Increased Amount Commitment Date on which any and in respect thereof the New Term Loan Commitments of any Series are effective, and New Lenders and the respective interests in such Lender’s Loans subject to the satisfaction of the foregoing terms and conditions, assignments contemplated by clause (i) each Lender with a New Term Loan Commitment (each, a “New Term Loan Lender”b) of any Series shall make a Loan to the Borrower (a “New Term Loan”) in an amount equal to its New Term Loan Commitment of such Series, and (ii) each New Term Loan Lender of any Series shall become a Lender hereunder with respect to the New Term Loan Commitment of such Series and the New Term Loans of such Series made pursuant theretothis Section 2.21. (d) The terms and provisions of the New Term Loans and New Term Loan Commitments of any Series shall be, except as otherwise set forth herein or in the applicable Joinder Agreement, identical to one or more Classes of the existing Initial Term Loans; provided that (i) the applicable New Term Loan Maturity Date of each Series shall be no earlier than the Initial Term Loan Maturity Date and mandatory prepayment and other payment rights (other than scheduled amortization) of the New Term Loans and the existing Initial Term Loans shall be identical, (ii) the rate of interest and the amortization schedule applicable to the New Term Loans of each Series shall be determined by the Borrower and the applicable new Lenders and shall be set forth in each applicable Joinder Agreement; provided that the weighted average life to maturity of all New Term Loans shall be no shorter than the weighted average life to maturity of the Initial Term Loans and (iii) all other terms applicable to the New Term Loans of each Series that differ from the existing Initial Term Loans shall be reasonably acceptable to the Administrative Agent (as evidenced by its execution of the applicable Joinder Agreement). The terms and provisions of the New Revolving Loans and New Revolving Credit Commitments shall be identical to the Revolving Credit Loans and the Revolving Credit Commitments. (e) Each Joinder Agreement may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Credit Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent and the Collateral Agent, to effect the provision provisions of this Section 2.142.21.

Incremental Facilities. (a) The Borrower may by written notice to the Administrative Agent elect to request prior to the establishment of one or more Revolving Commitment Termination Date, an increase to the existing Loan Commitments (x) additional tranches of term loans (the commitments theretoany such increase, the “New Term Revolving Loan Commitments”) and/or (y) increases in Revolving Credit Commitments (the “New Revolving Credit Commitments” and, together with the New Term Loan Commitments, the “New Loan Commitments”), by an aggregate amount not in excess of the Maximum Incremental Facilities Amount $50,000,000 in the aggregate and not less than $100,000,000 10,000,000 individually in the case of the first such New Revolving Loan Commitment and not less than $5,000,000 individually in the case of each subsequent New Revolving Loan Commitment (or or, in each case, such lesser amount as (x) may which shall be approved by the Administrative Agent or (y) shall constitute the difference between the Maximum Incremental Facilities Amount and all such New Loan Commitments obtained on or prior to such dateAgent). Each such notice shall specify (i) the date (each, an “Increased Amount Date”) on which the Borrower proposes that the New Revolving Loan Commitments shall be effective, which shall be a date not less than ten seven Business Days after the date on which such notice is delivered to the Administrative Agent. The Borrower Agent (or such shorter period as the Administrative Agent may approach any agree) and (ii) the identity of each Lender or any other Person that is an eligible assignee under Section 11.04(b) (other than which, if not a natural personLender, an Approved Fund or an Affiliate of a Lender), shall be reasonably satisfactory to the Administrative Agent and the Issuing Banks (in each case, not to be unreasonably withheld or delayed) (each, a “New Revolving Loan Lender”) to provide all or a whom the Borrower proposes any portion of such New Revolving Loan Commitments be allocated and the New Loan Commitmentsamounts of such allocations; provided that any Lender offered or Person approached to provide all or a portion of the any New Revolving Loan Commitments may elect or decline, decline to participate in its sole discretion, to provide a . Such New Loan Commitment. In each case, such New Revolving Loan Commitments shall become effective effective, as of the applicable such Increased Amount Date; provided that (i) no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such New Loan Commitments, as applicable; (ii1) both before and after giving effect to the making of any Series of New Term Loans or such New Revolving LoansLoan Commitments, as applicable, each of the conditions set forth in Section 7 4.02 (with the exception of Section 4.02(a)) shall be satisfied; , including, for the avoidance of doubt, the making of the representations and warranties contained in Section 3.04(b) hereof (iiiprovided that, in the case of any New Revolving Loan Commitments the proceeds of which are to be used primarily to consummate a Limited Conditions Acquisition substantially concurrently with the effectiveness of such New Revolving Loan Commitments, to the extent agreed to by the Borrower and the Lenders providing such New Revolving Loan Commitments, (x) the only representations and warranties the accuracy of which shall be a condition to the effectiveness of such New Revolving Loan Commitments shall be effected pursuant to one or more Joinder Agreements executed the Specified Representations and delivered by the Borrower and Administrative AgentSpecified Acquisition Agreement Representations, and each of which shall be recorded in (y) the Register and shall be subject to the requirements condition set forth in Section 5.4(d4.02(c) shall be tested on the date the acquisition agreement with respect to such Limited Conditions Acquisition is signed (provided that, on the date such New Revolving Loan Commitments are effective, no Event of Default under Section 9.01(a), (b), (g), (h) or (i) shall exist or result therefrom)); (iv2) any New Revolving Loan Commitments and New Revolving Loans made pursuant hereto shall be on the Borrower shall make any payments required same terms as the existing Revolving Commitments and Loans made pursuant thereto (including, for the avoidance of doubt, with respect to maturity date and pricing), as set forth in and pursuant to Section 2.11 the Loan Documents, with such additional amendments thereto as may be necessary or appropriate in connection with the judgment of the Administrative Agent to effect such New Revolving Loan Commitments, as applicable; and (v3) as a condition to the effectiveness of such New Revolving Loan Commitments, the Borrower shall deliver or cause to be delivered any customary legal opinions or other documents certificates reasonably requested by the Administrative Agent in connection with any such transaction. Any Each joinder agreement with a New Term Loans made on an Increased Amount Date Revolving Loan Lender not previously a Lender shall be designated, a separate series subject to the consent (a “Series”not to be unreasonably withheld or delayed) of New Term Loans for all purposes of this Agreementthe Issuing Banks. (b) On any Increased Amount Date on which New Revolving Credit Loan Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (ai) each of the Lenders with Revolving Credit Commitments Exposure shall assign to each Lender with a New Revolving Credit Commitment (each, a “of the New Revolving Loan Lender”) Lenders, and each of the New Revolving Loan Lenders shall purchase from each of the Lenders with Revolving Credit CommitmentsLenders, at the principal amount thereof and in the applicable currency(ies(together with accrued interest), such interests in the Revolving Credit Loans outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, the Revolving Credit such Loans will be held by existing Revolving Credit Loan Lenders and New Revolving Loan Lenders ratably in accordance with their Revolving Credit Commitments after giving effect to the addition of such New Revolving Credit Loan Commitments to the Revolving Credit Commitments, (bii) each New Revolving Credit Loan Commitment shall be deemed for all purposes a Revolving Credit Commitment and each Loan loan made thereunder (a “New Revolving Loan”) shall be deemed, for all purposes, a Revolving Credit Loan and Loan, (ciii) each New Revolving Loan Lender shall become a Lender with respect to the New Revolving Credit Loan Commitment and all matters relating thereto. (c) On any Increased Amount Date on which any New Term Loan Commitments of any Series are effective, subject to the satisfaction of the foregoing terms and conditions, (i) each Lender with a New Term Loan Commitment (each, a “New Term Loan Lender”) of any Series shall make a Loan to the Borrower (a “New Term Loan”) in an amount equal to its New Term Loan Commitment of such Series, and (iiiv) each existing Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each New Term Revolving Loan Lender, and each New Revolving Loan Lender will automatically and without further act be deemed to have assumed, a portion of such Lender’s participations hereunder in outstanding Letters of Credit such that, after giving effect to each deemed Assignment and Assumption of participations, all of the Lenders’ (including each New Revolving Loan Lender) participations hereunder in Letters of Credit shall be held on a pro rata basis on the basis of their respective Loan Commitments (after giving effect to any Series shall become a Lender hereunder with respect to increase in the New Term Loan Commitment of such Series and the New Term Loans of such Series made pursuant thereto. (d) The terms and provisions of the New Term Loans and New Term Loan Commitments of any Series shall be, except as otherwise set forth herein or in the applicable Joinder Agreement, identical to one or more Classes of the existing Initial Term Loans; provided that (i) the applicable New Term Loan Maturity Date of each Series shall be no earlier than the Initial Term Loan Maturity Date and mandatory prepayment and other payment rights (other than scheduled amortization) of the New Term Loans and the existing Initial Term Loans shall be identical, (ii) the rate of interest and the amortization schedule applicable to the New Term Loans of each Series shall be determined by the Borrower and the applicable new Lenders and shall be set forth in each applicable Joinder Agreement; provided that the weighted average life to maturity of all New Term Loans shall be no shorter than the weighted average life to maturity of the Initial Term Loans and (iii) all other terms applicable to the New Term Loans of each Series that differ from the existing Initial Term Loans shall be reasonably acceptable to the Administrative Agent (as evidenced by its execution of the applicable Joinder Agreement). The terms and provisions of the New Revolving Loans and New Revolving Credit Commitments shall be identical to the Revolving Credit Loans and the Revolving Credit Commitments. (e) Each Joinder Agreement may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Credit Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provision of this Section 2.14.2.23

Incremental Facilities. (a) The Borrower Representative may by written notice to the Administrative Agent at any time more than 90 days after the Closing Date elect to request (A) prior to the Revolving Commitment Termination Date, an increase to the existing Revolving Commitments (any such increase, the “Incremental Revolving Commitments”) and/or (B) the establishment of one or more (x) additional tranches of new term loans (the loan commitments thereto, the “New Term Loan Commitments”) and/or (y) increases in Revolving Credit Commitments (the “New Revolving Credit Commitments” and, together with the New Incremental Term Loan Commitments, the “New Loan Commitments”), by an aggregate amount not in excess of the Maximum Incremental Facilities Amount $250,000,000 in the aggregate and not less than $100,000,000 25,000,000 individually (or such lesser amount as (x) may which shall be approved by the Administrative Agent or (y) such lesser amount that shall constitute the difference between the Maximum Incremental Facilities Amount $250,000,000 and all such New Incremental Revolving Commitments and Incremental Term Loan Commitments obtained on or prior to such date), and integral multiples of $10,000,000 in excess of that amount. Each such notice shall specify (A) the date (each, an “Increased Amount Date”) on which the Borrower Representative proposes that the New Incremental Revolving Commitments or Incremental Term Loan Commitments Commitments, as applicable, shall be effective, which shall be a date not less than ten 10 Business Days after the date on which such notice is delivered to the Administrative Agent. The Borrower may approach any Agent and (B) the identity of each Lender or any other Person that is an Eligible Assignee (other than a natural personeach, an “Incremental Revolving Loan Lender” or “Incremental Term Loan Lender”, as applicable) to provide all or a whom the Borrower Representative proposes any portion of the New such Incremental Revolving Commitments or Incremental Term Loan Commitments, as applicable, be allocated and the amounts of such allocations; provided that the Administrative Agent may elect or decline to arrange such Incremental Revolving Commitments or Incremental Term Loan Commitments in its sole discretion and any Lender offered or approached to provide all or a portion of the New Incremental Revolving Commitments or Incremental Term Loan Commitments may elect or decline, in its sole discretion, to provide a New an Incremental Revolving Commitment or an Incremental Term Loan Commitment. In each case, such New Such Incremental Revolving Commitments or Incremental Term Loan Commitments shall become effective as of the applicable such Increased Amount Date; provided that (i1) no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such New Incremental Revolving Commitments or Incremental Term Loan Commitments, as applicable; (ii2) both before and after giving effect to the making of any Series of New Incremental Term Loans or New Revolving Loans, each of the conditions set forth in Section 7 3.02 shall be satisfied; (iii3) the New U.S. Borrower shall be in pro forma compliance with each of the covenants set forth in Section 6.07 as of the last day of the most recently ended Fiscal Quarter after giving effect to such Incremental Revolving Commitments or Incremental Term Loan Commitments, as applicable; (4) the Incremental Revolving Commitments or Incremental Term Loan Commitments, as applicable, shall be effected pursuant to one or more Joinder Agreements executed and delivered by the Borrower applicable Borrower, the Incremental Revolving Loan Lender or Incremental Term Loan Lender, as applicable, and the Administrative Agent, and each of which shall be recorded in the Register and each Incremental Revolving Loan Lender and Incremental Term Loan Lender shall be subject to the requirements set forth in Section 5.4(d2.20(c); (iv5) the applicable Borrower shall make any payments required pursuant to Section 2.11 2.18(c) in connection with the New Loan Incremental Revolving Commitments, as applicable; and (v6) the applicable Borrower shall deliver or cause to be delivered any legal opinions or other documents (including modifications of Mortgages and title insurance endorsements or policies) as reasonably requested by the Administrative Agent in connection with any such transactiontransaction and (7) the applicable Borrower shall have paid all fees and expenses owing to the Agents and the Lenders in respect of such Incremental Revolving Commitments or Incremental Term Loan Commitments. Any New Incremental Term Loans made on an Increased Amount Date shall be designated, designated a separate series (a “Series”) of New Incremental Term Loans for all purposes of this Agreement. (b) . On any Increased Amount Date on which New Incremental Revolving Credit Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (a) each of the Lenders with Revolving Credit Commitments of the same Class shall assign to each Lender with a New Revolving Credit Commitment (each, a “New of the Incremental Revolving Loan Lender”) Lenders, and each of the New Incremental Revolving Loan Lenders shall purchase from each of the Lenders with Revolving Credit Commitmentssuch Lenders, at the principal amount thereof and in the applicable currency(ies(together with accrued interest), such interests in the applicable Revolving Credit Loans outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, the such Revolving Credit Loans will be held by existing Lenders with Revolving Credit Lenders Commitments of the same Class and New Incremental Revolving Loan Lenders ratably in accordance with their Revolving Credit Commitments after giving effect to the addition of such New Incremental Revolving Credit Commitments to the Revolving Credit CommitmentsCommitments of the applicable Class, (b) each New Incremental Revolving Credit Commitment shall be deemed for all purposes a Revolving Credit Commitment of the applicable Class and each Loan made thereunder (a an “New Incremental Revolving Loan”) shall be deemed, for all purposes, a Revolving Credit Loan of the applicable Class and (c) each New Incremental Revolving Loan Lender shall become a Lender with respect to the New Incremental Revolving Credit Commitment and all matters relating thereto. (c) . On any Increased Amount Date on which any New Incremental Term Loan Commitments of any Series are effective, subject to the satisfaction of the foregoing terms and conditions, (i) each Lender with a New Incremental Term Loan Commitment (each, a “New Term Loan Lender”) Lender of any Series shall make a Loan to the Borrower Borrowers (a an “New Incremental Term Loan”) in an amount equal to its New Incremental Term Loan Commitment of such Series, Series and (ii) each New Incremental Term Loan Lender of any Series shall become a Lender hereunder with respect to the New Incremental Term Loan Commitment of such Series and the New Incremental Term Loans of such Series made pursuant thereto. . The Administrative Agent shall notify the Lenders promptly upon receipt of the Borrower Representative’s notice of each Increased Amount Date and in respect thereof (dy) the Incremental Revolving Commitments and the Incremental Revolving Loan Lenders or the Series of Incremental Term Loan Commitments and the Incremental Term Loan Lenders of such Series, as applicable and (z) in the case of each notice to any applicable Lender with Revolving Commitments, the respective interests in such Lender’s Revolving Loans, in each case subject to the assignments contemplated by this Section. The terms and provisions of the New Incremental Term Loans and New Incremental Term Loan Commitments of any Series shall be, except as otherwise set forth herein or in the applicable Joinder Agreement, identical to one or more Classes the Tranche B Term Loans of the existing Initial same Class. The terms and provisions of the Incremental Revolving Loans shall be identical to the Revolving Loans of the same Class. In the case of any Incremental Term Loans; provided that , (i) the Weighted Average Life to Maturity of all Incremental Term Loans of any Series shall be no shorter than the Weighted Average Life to Maturity of the Tranche B Terms Loans, (ii) the applicable New Incremental Term Loan Maturity Date of each Series shall be no earlier than the Initial Term Loan Maturity Date and mandatory prepayment and other payment rights (other than scheduled amortization) final maturity of the New Term Loans Loans, and the existing Initial Term Loans shall be identical, (iiiii) the rate of interest yield and the amortization schedule all other terms applicable to the New Incremental Term Loans of each Series shall be determined by the Borrower Representative and the applicable new Lenders and shall be set forth in each applicable Joinder Agreement; provided provided, however, that the weighted average life to maturity of all New Term Loans shall be no shorter than the weighted average life to maturity of the Initial Term Loans and (iii) all other terms yield applicable to the New Incremental Term Loans (after giving effect to all rate floors and all fees or original issue discount payable with respect to such Incremental Term Loans), as reasonably determined by the Administrative Agent, shall not be greater than the applicable interest rate (including the Applicable Margin and rate floor) payable pursuant to the terms of each Series that differ from this Agreement as amended through the existing Initial date of such calculation with respect to the Tranche B Term Loans, plus 0.25% per annum unless (i) the interest rate with respect to the Tranche B Term Loans shall is increased so as to cause the then applicable interest rate under this Agreement on the Tranche B Term Loans to be reasonably acceptable not more than 0.25% less than the yield then applicable to the Administrative Agent Incremental Term Loans (after giving effect to all rate floors and all fees or original issue discount payable with respect to such Incremental Term Loans) and (ii) the interest rate with respect to Tranche A Term Loans is increased by an amount equal to the amount of any increase in the interest rate for Tranche B Term Loans pursuant to clause (i). Any Incremental Revolving Loans will be documented solely as evidenced by its execution an increase to the Revolving Commitments of the applicable Joinder Agreement). The terms same Class without any change in terms, other than any change that is more favorable to the Revolving Lenders and provisions of the New applies equally to all Revolving Loans and New Revolving Credit Commitments shall be identical to of the Revolving Credit Loans and the Revolving Credit Commitments. (e) same Class. Each Joinder Agreement may, without the consent of any Lender other Lendersthan the applicable Incremental Revolving Loan Lender or Incremental Term Loan Lender, effect such amendments to this Agreement and the other Credit Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, Agent to effect the provision provisions of this Section 2.142.24.

Incremental Facilities. (a) The Borrower may by written notice to the Administrative Agent elect to request request, prior to the establishment of one or more Maturity Date, an increase to the existing Commitments (x) additional tranches of term loans (the commitments theretoany such increase, the “New Term Loan Commitments”) and/or (y) increases in Revolving Credit Commitments (the “New Revolving Credit Commitments” and, together with the New Term Loan Commitments, the “New Loan Commitments”), by an aggregate amount not in excess of the Maximum Incremental Facilities Amount $25,000,000 in the aggregate and not less than $100,000,000 10,000,000 individually (or such lesser amount as (x) may which shall be approved by the Administrative Agent or (y) shall constitute the difference between the Maximum Incremental Facilities Amount Agent), and all such New Loan Commitments obtained on or prior to such date)integral multiples of $5,000,000 in excess of that amount. Each such notice shall specify (A) the date (each, an “Increased Amount Date”) on which the Borrower proposes that the New Loan Commitments shall be effective, which shall be a date not less than ten 10 Business Days after the date on which such notice is delivered to the Administrative Agent. The Borrower may approach any Agent and (B) the identity of each Lender or other Person that is an eligible assignee pursuant to Section 14.6(b) (each, a “New Lender”) to whom the Borrower proposes any Person (other than a natural person) portion of such New Commitments be allocated and the amounts of such allocations; provided that the Borrower shall first approach the Lenders to provide all or a of the New Commitments in accordance with their Applicable Percentages (excluding for this purpose the Commitment of any Lender that declines to provide any portion of the New Loan Commitments) prior to approaching any other Person that is an eligible assignee pursuant to Section 14.6(b) (and no such Person shall be offered to provide the New Commitments on terms (including with respect to upfront fees and other economic terms) that are more favorable to such Person than the terms offered to the existing Lenders) and no Lender shall provide a New Commitment unless the Administrative Agent, the Swingline Lender and the Letter of Credit Issuer shall have consented thereto; provided further that any Lender offered or approached to provide all or a portion of the New Loan Commitments may elect or decline, in its sole discretion, to provide a New Loan Commitment. In each case, such Such New Loan Commitments shall become effective effective, as of the applicable such Increased Amount Date; provided that (i1) no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such New Loan Commitments, as applicable; (ii) both before and after giving effect to the making of any Series of New Term Loans or New Revolving Loans, each of the conditions set forth in Section 7 shall be satisfied; (iii2) the New Loan Commitments shall be effected pursuant to one or more Joinder Agreements executed and delivered by the Borrower Borrower, the Lender providing the New Commitment and Administrative Agent, and each of which shall be recorded in the Register and shall be subject to the requirements set forth in Section 5.4(d5.4(c); (iv3) the Borrower shall make any payments required pursuant to Section 2.11 in connection with the New Loan Commitments, as applicable; and (v4) the Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by Administrative Agent in connection with any such transaction. Any New Term Loans made on an Increased Amount Date shall be designated, a separate series (a “Series”) of New Term Loans for all purposes of this Agreement. (b) On any Increased Amount Date on which New Revolving Credit Commitments are effectedDate, subject to the satisfaction of the foregoing terms and conditions, (a) each of the Lenders with Revolving Credit Commitments shall assign to each Lender with a of the New Revolving Credit Commitment (eachLenders, a “New Revolving Loan Lender”) and each of the New Revolving Loan Lenders shall purchase from each of the Lenders with Revolving Credit Commitments, at the principal amount thereof and in the applicable currency(ies(together with accrued interest), such interests in the Revolving Credit Loans outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, the such Revolving Credit Loans will be held by existing Lenders with Revolving Credit Lenders Loans and New Revolving Loan Lenders ratably in accordance with their Revolving Credit respective Commitments after giving effect to the addition of such New Revolving Credit Commitments to the Revolving Credit Commitments, (b) each New Revolving Credit Commitment shall be deemed for all purposes a Revolving Credit Commitment and each Loan made thereunder (a “New Revolving Loan”) shall be deemed, for all purposes, a Revolving Credit Loan and (c) each New Revolving Loan Lender shall become a Lender with respect to the New Revolving Credit Commitment and all matters relating thereto. (c) On any . The Administrative Agent shall notify the Security Agents and Lenders promptly upon receipt of the Borrower’s notice of each Increased Amount Date on which any and in respect thereof (y) the New Term Loan Commitments of any Series are effectiveand the New Lenders and (z) the respective interests in such Lender’s Revolving Credit Loans, in each case subject to the satisfaction of the foregoing terms and conditions, (i) each Lender with a New Term Loan Commitment (each, a “New Term Loan Lender”) of any Series shall make a Loan to the Borrower (a “New Term Loan”) in an amount equal to its New Term Loan Commitment of such Series, and (ii) each New Term Loan Lender of any Series shall become a Lender hereunder with respect to the New Term Loan Commitment of such Series and the New Term Loans of such Series made pursuant thereto. (d) The terms and provisions of the New Term Loans and New Term Loan Commitments of any Series shall be, except as otherwise set forth herein or in the applicable Joinder Agreement, identical to one or more Classes of the existing Initial Term Loans; provided that (i) the applicable New Term Loan Maturity Date of each Series shall be no earlier than the Initial Term Loan Maturity Date and mandatory prepayment and other payment rights (other than scheduled amortization) of the New Term Loans and the existing Initial Term Loans shall be identical, (ii) the rate of interest and the amortization schedule applicable to the New Term Loans of each Series shall be determined assignments contemplated by the Borrower and the applicable new Lenders and shall be set forth in each applicable Joinder Agreement; provided that the weighted average life to maturity of all New Term Loans shall be no shorter than the weighted average life to maturity of the Initial Term Loans and (iii) all other terms applicable to the New Term Loans of each Series that differ from the existing Initial Term Loans shall be reasonably acceptable to the Administrative Agent (as evidenced by its execution of the applicable Joinder Agreement)this Section. The terms and provisions of the New Revolving Loans and New Revolving Credit Commitments shall be identical to the Revolving Credit Loans and the Revolving Credit Commitments. (e) Each Joinder Agreement may, without the consent of any other Lenders, effect such amendments to this Agreement (including with respect to the interest rates and fees payable with respect to the New Commitment only) and the other Credit Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provision of this Section 2.142.15.

Incremental Facilities. (a) The On one or more occasions at any time after the Effective Date, the Borrower may by written notice to the Administrative Agent elect to request (A) an increase to the existing Revolving Commitments (any such increase, the “New Revolving Commitments”) and/or (B) the establishment of one or more new term loan commitments denominated in Dollars (x) additional tranches of term loans (the commitments thereto, the “New Term Loan Commitments”) and/or (y) increases in Revolving Credit Commitments (the “New Revolving Credit Commitments” and, together with the New Term Loan Revolving Commitments, the “New Loan Incremental Commitments”), by up to an aggregate amount not in excess to exceed $200,000,000 for all Incremental Commitments (so that the sum of the Maximum Incremental Facilities Amount in total Revolving Commitments plus the aggregate and principal amount of Term Loans made hereunder does not less than exceed $100,000,000 individually (or such lesser amount as (x) may be approved by the Administrative Agent or (y) shall constitute the difference between the Maximum Incremental Facilities Amount and all such New Loan Commitments obtained on or prior to such date700,000,000). Each such notice shall specify the date (each, an “Increased Amount Date”) on which the Borrower proposes that the New Loan such Incremental Commitments shall be effective, which shall be a date not less than ten five (5) Business Days after the date on which such notice is delivered to the Administrative Agent. The Borrower may approach any Lender or any Person (other than a natural person) to provide all or a portion Administrative Agent and/or its Affiliates shall use commercially reasonable efforts, with the assistance of the New Loan Borrower, to DB3/ 204690278.10 arrange a syndicate of Lenders or other Persons that are Eligible Assignees willing to hold the requested Incremental Commitments; provided that (x) any Incremental Commitments on any Increased Amount Date shall be in the minimum aggregate amount of $25,000,000 (or such lesser amount which equals the then remaining aggregate Incremental Commitments), (y) any Lender offered or approached to provide all or a portion of the New Loan Incremental Commitments may elect or decline, in its sole discretion, to provide an Incremental Commitment, and (z) any Lender or other Person that is an Eligible Assignee (each, a “New Revolving Loan Lender” or a “New Term Loan Lender”, as applicable) to whom any portion of such Incremental Commitment shall be allocated shall be subject to the approval of the Borrower, and the Administrative Agent (such approval not to be unreasonably withheld or delayed) and, in the case of a New Loan Revolving Commitment. In each case, the Issuing Banks (such approval not to be unreasonably withheld or delayed), unless such New Revolving Loan Lender is an existing Lender (other than a Defaulting Lender) with a Revolving Commitment at such time or if such New Term Loan Lender is an existing Lender or an Affiliate of an existing Lender. The terms and provisions of any New Revolving Commitments shall become effective as be identical to the existing Revolving Commitments. The terms and provisions of any New Term Commitments and any New Term Loans shall (a) provide that the maturity date of any New Term Loan that is a separate tranche shall be no earlier than the Term Loan Maturity Date for the existing Term Loans and the weighted average life to maturity of such New Term Loans shall not be shorter than the weighted average life to maturity of the applicable Increased Amount Date; provided that existing Term Loans, and such New Term Loans shall not have any scheduled amortization payments, (b) share ratably in any prepayments of the existing Term Facility, unless the Borrower and the New Term Loan Lenders in respect of such New Term Loans elect lesser payments and (c) otherwise be identical to the existing Term Loans or reasonably acceptable to the Administrative Agent, the Borrower and each New Term Loan Lender. The effectiveness of any Incremental Commitments and the availability of any borrowings under any such Incremental Commitment shall be subject to the satisfaction of the following conditions precedent: (x) after giving pro forma effect to such Incremental Commitments and borrowings and the use of proceeds thereof, (i) no Default or Event of Default shall exist on and (ii) as of the last day of the most recent month for which financial statements have been delivered pursuant to Section 5.01, the Borrower would have been in compliance with the financial covenants set forth in Section 6.14 that are applicable at such Increased Amount Date before or time after giving effect to such New Incremental Commitments and any updated Appraisals required pursuant to Section 4A.02(a); (y) the representations and warranties made or deemed made by the Loan Parties in any Loan Document shall be true and correct in all material respects (other than any representation or warranty qualified by “materiality” or similar language, which shall be true and correct in all respects) on the effective date of such Incremental Commitments except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents; and (z) the Administrative Agent shall have received each of the following, in form and substance reasonably satisfactory to the Administrative Agent: (i) if not DB3/ 204690278.10 previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate or other necessary action taken by the Borrower to authorize such Incremental Commitments and (B) if applicable, all corporate, partnership, member, or other necessary action taken by the Guarantors authorizing the Guaranty by such Guarantors of such Incremental Commitments, as applicable; and (ii) both before if requested by the Administrative Agent, a customary opinion of counsel to the Borrower and, if applicable, the Guarantors (which may be in substantially the same form as delivered on the Effective Date) and addressed to the Administrative Agent and the Lenders, (iii) if requested by any Lender, new notes executed by the Borrower, payable to any new Lender, and replacement notes executed by the Borrower, payable to any existing Lenders; provided, that, such Lender shall promptly return any existing Notes held by such Lender to the Borrower (or, if lost, destroyed or mutilated, if requested by the Borrower, a lost note affidavit in customary form and including a customary indemnity), (iv) an executed Borrowing Base Certificate and an executed Compliance Certificate prepared using the financial statements of the Parent most recently provided or required to be provided and demonstrating pro forma compliance with the financial covenants in Section 6.14 after giving effect to the making of any Series of New Term Loans or New Revolving Loanssuch increase, each of the conditions set forth (v) an Additional Credit Extension Amendment in Section 7 shall be satisfied; (iii) the New Loan Commitments shall be effected pursuant to one or more Joinder Agreements executed form and delivered by the Borrower and Administrative Agentsubstance satisfactory to, and each of executed by, the Borrower, the other Loan Parties, the Administrative Agent and the Lenders providing such increase, which shall be recorded in binding on all Lenders, and (vi) ratification agreements from the Register and shall be subject Loan Parties with respect to the requirements set forth in Section 5.4(d); (iv) Guaranties and the Borrower shall make any payments required pursuant to Section 2.11 in connection with the New Loan Commitments, Security Documents as applicable; and (v) the Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transactionAgent. Any New Term Loans made on an Increased Amount Date shall be designated, a separate series (a “Series”) of New Term Loans for all purposes of this Agreement. (b) On any Increased Amount Date on which New Revolving Credit Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (a) each of the Revolving Lenders with Revolving Credit Commitments shall assign to each Lender with a of the New Revolving Credit Commitment (eachLenders, a “New Revolving Loan Lender”) and each of the New Revolving Loan Lenders shall purchase from each of the Lenders with Revolving Credit CommitmentsLenders, at the principal amount thereof and in the applicable currency(ies(together with accrued interest), such interests in the Revolving Credit Loans outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, the such Revolving Credit Loans will be held by existing Revolving Credit Lenders and New Revolving Loan Lenders ratably in accordance with their Revolving Credit Commitments after giving effect to the addition of such New Revolving Credit Commitments to the Revolving Credit Commitments, (b) each New Revolving Credit Commitment shall be deemed for all purposes a Revolving Credit Commitment and each Loan made thereunder (a “New Revolving Loan”) shall be deemed, for all purposes, a Revolving Credit Loan and (c) each New Revolving Loan Lender shall become a Lender with respect to the its New Revolving Credit Commitment and all matters relating thereto. (c) . On any Increased Amount Date on which any New Term Loan Commitments of any Series are effectiveeffected, subject to the satisfaction of the foregoing terms and conditions, (i) each Lender with a New Term Loan Commitment (each, a “New Term Loan Lender”) of any Series Lender shall make a Loan to the Borrower (a “New Term Loan”) in an amount equal to its New Term Loan Commitment of such SeriesCommitment, and (ii) each New Term Loan Lender of any Series shall become a Term Lender hereunder with respect to the New Term Loan Commitment of such Series and the New Term Loans of such Series made pursuant thereto. (d) . The terms and provisions of the New Term Loans and New Term Loan fees payable by Borrower upon any such Incremental Commitments of any Series shall be, except as otherwise set forth herein or in the applicable Joinder Agreement, identical to one or more Classes of the existing Initial Term Loans; provided that (i) the applicable New Term Loan Maturity Date of each Series shall be no earlier than the Initial Term Loan Maturity Date and mandatory prepayment and other payment rights (other than scheduled amortization) of the New Term Loans and the existing Initial Term Loans shall be identical, (ii) the rate of interest and the amortization schedule applicable to the New Term Loans of each Series shall be determined agreed upon by the Borrower and the applicable new Lenders and shall be set forth in each applicable Joinder Agreement; provided that the weighted average life to maturity of all New Term Loans shall be no shorter than the weighted average life to maturity of the Initial Term Loans and (iii) all other terms applicable to the New Term Loans of each Series that differ from the existing Initial Term Loans shall be reasonably acceptable to the Administrative Agent (as evidenced by its execution and Borrower at the time of the applicable Joinder Agreement). The terms and provisions of the New Revolving Loans and New Revolving Credit Commitments shall be identical to the Revolving Credit Loans and the Revolving Credit Commitmentssuch increase. (e) Each Joinder Agreement may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Credit Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provision of this Section 2.14.

Incremental Facilities. (a) The Borrower may by written notice to Administrative Agent elect to request the establishment of and any one or more Lenders (including New Lenders) may from time to time agree that such Lenders shall make, obtain or increase the amount of their Commitments (any such new or increased Commitments, “Incremental Commitments”) by executing and delivering to the Administrative Agent an Increased Facility Activation Notice specifying (x) additional tranches the amount of term loans (the commitments thereto, the “New Term Loan Commitments”) and/or such Incremental Commitments and (y) increases in Revolving Credit Commitments the applicable Increased Facility Closing Date (the “New Revolving Credit Commitments” and, together with the New Term Loan Commitments, the “New Loan Commitments”), by an aggregate amount not in excess of the Maximum Incremental Facilities Amount in the aggregate and not less than $100,000,000 individually (or such lesser amount as (x) may be approved by the Administrative Agent or (y) shall constitute the difference between the Maximum Incremental Facilities Amount and all such New Loan Commitments obtained on or prior to such date). Each such notice shall specify the date (each, an “Increased Amount Date”) on which the Borrower proposes that the New Loan Commitments shall be effective, which shall be a date not less than ten 10 Business Days after the date on which such notice is delivered to the Administrative Agent (or such earlier date as shall be agreed by the Administrative Agent. The Borrower may approach any Lender or any Person (other than a natural person) to provide all or a portion of the New Loan Commitments)); provided that (i) with respect to any Lender offered or approached Increased Facility Closing Date, the Incremental Commitments shall be in a minimum amount of $10,000,000, (ii) the aggregate amount of Incremental Commitments obtained after the Closing Date pursuant to provide all or a portion of the New Loan this Section 2.24 shall not exceed $50,000,000 and (iii) Incremental Commitments may elect be made no more than two times during the term of this Agreement (or decline, such greater number as may be agreed by the Administrative Agent in its sole discretion). No Lender shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion. (b) Any additional bank, financial institution or other entity which, with the consent of the Borrower and the Administrative Agent (which consent shall not be unreasonably withheld), elects to provide become a “Lender” under this Agreement in connection with any transaction described in Section 2.24(a) shall execute a New Lender Supplement (each, a “New Lender Supplement”), substantially in the form of Exhibit I-2, whereupon such bank, financial institution or other entity (a “New Lender”) shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement. (c) Unless otherwise agreed or otherwise directed by the Administrative Agent, on each Increased Facility Closing Date, the Borrower shall borrow Revolving Loans under the relevant Incremental Commitments from each Lender participating in the relevant increase in an amount determined by reference to the amount of each Type of Loan Commitment(and, in the case of Eurodollar Loans, of each Eurodollar Tranche) which would then have been outstanding from such Lender if (i) each such Type or Eurodollar Tranche had been borrowed or effected on such Increased Facility Closing Date and (ii) the aggregate amount of each such Type or Eurodollar Tranche requested to be so borrowed or effected had been proportionately increased. In each caseThe Eurodollar Base Rate applicable to any Eurodollar Loan borrowed pursuant to the preceding sentence shall equal the Eurodollar Base Rate then applicable to the Eurodollar Loans of the other Lenders in the same Eurodollar Tranche (or, until the expiration of the then-current Interest Period, such New Loan other rate as shall be agreed upon between the Borrower and the relevant Lender. (d) [Reserved]. (e) It shall be a condition precedent to the availability of any Incremental Commitments shall become effective as of the applicable Increased Amount Date; provided that (i) no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect have occurred and be continuing immediately prior to such New Loan Commitments, as applicable; (ii) both before and immediately after giving effect to the making of any Series of New Term Loans or New Revolving Loanssuch Incremental Commitments, each of (ii) the conditions representations and warranties set forth in Section 7 each Loan Document shall be satisfied; true and correct in all material respects (or, if qualified by materiality, in all respects) on and as of the Increased Facility Closing Date immediately prior to and immediately after giving effect to the making of such Incremental Commitments, except to the extent expressly made as of an earlier date, in which case they shall be so true and correct as of such earlier date and (iii) the New Loan Commitments Borrower shall have delivered such legal opinions, board resolutions, secretary’s certificate, officer’s certificate and other documents as shall be effected pursuant to one or more Joinder Agreements executed and delivered by the Borrower and Administrative Agent, and each of which shall be recorded in the Register and shall be subject to the requirements set forth in Section 5.4(d); (iv) the Borrower shall make any payments required pursuant to Section 2.11 in connection with the New Loan Commitments, as applicable; and (v) the Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transaction. Any New Term Loans made on an Increased Amount Date shall be designated, a separate series (a “Series”) of New Term Loans for all purposes of this Agreement. (b) On any Increased Amount Date on which New Revolving Credit Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (a) each of the Lenders with Revolving Credit Commitments shall assign to each Lender with a New Revolving Credit Commitment (each, a “New Revolving Loan Lender”) and each of the New Revolving Loan Lenders shall purchase from each of the Lenders with Revolving Credit Commitments, at the principal amount thereof and in the applicable currency(ies), such interests in the Revolving Credit Loans outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, the Revolving Credit Loans will be held by existing Revolving Credit Lenders and New Revolving Loan Lenders ratably in accordance with their Revolving Credit Commitments after giving effect to the addition of such New Revolving Credit Commitments to the Revolving Credit Commitments, (b) each New Revolving Credit Commitment shall be deemed for all purposes a Revolving Credit Commitment and each Loan made thereunder (a “New Revolving Loan”) shall be deemed, for all purposes, a Revolving Credit Loan and (c) each New Revolving Loan Lender shall become a Lender with respect to the New Revolving Credit Commitment and all matters relating thereto. (c) On any Increased Amount Date on which any New Term Loan Commitments of any Series are effective, subject to the satisfaction of the foregoing terms and conditions, (i) each Lender with a New Term Loan Commitment (each, a “New Term Loan Lender”) of any Series shall make a Loan to the Borrower (a “New Term Loan”) in an amount equal to its New Term Loan Commitment of such Series, and (ii) each New Term Loan Lender of any Series shall become a Lender hereunder with respect to the New Term Loan Commitment of such Series and the New Term Loans of such Series made pursuant thereto. (d) The terms and provisions of the New Term Loans and New Term Loan Commitments of any Series shall be, except as otherwise set forth herein or in the applicable Joinder Agreement, identical to one or more Classes of the existing Initial Term Loans; provided that (i) the applicable New Term Loan Maturity Date of each Series shall be no earlier than the Initial Term Loan Maturity Date and mandatory prepayment and other payment rights (other than scheduled amortization) of the New Term Loans and the existing Initial Term Loans shall be identical, (ii) the rate of interest and the amortization schedule applicable to the New Term Loans of each Series shall be determined by the Borrower and the applicable new Lenders and shall be set forth in each applicable Joinder Agreement; provided that the weighted average life to maturity of all New Term Loans shall be no shorter than the weighted average life to maturity of the Initial Term Loans and (iii) all other terms applicable to the New Term Loans of each Series that differ from the existing Initial Term Loans shall be reasonably acceptable to the Administrative Agent (as evidenced by its execution of the applicable Joinder Agreement). The terms and provisions of the New Revolving Loans and New Revolving Credit Commitments shall be identical to the Revolving Credit Loans and the Revolving Credit Incremental Commitments. (e) Each Joinder Agreement may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Credit Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provision of this Section 2.14.

Incremental Facilities. (a) The Borrower may by written notice to the Administrative Agent elect to request the establishment of one or more new term loan commitments (x) additional tranches of term loans (the commitments thereto, the “New Term Loan Commitments”) and/or (yprior to the Revolving Commitment Termination Date) increases in an increase to the existing Revolving Credit Commitments (any such increase, the “New Revolving Credit Loan Commitments” and”) the aggregate amount of all such increased commitments and new loans, together with any Permitted Incremental Equivalent Debt incurred at or prior to such time, not to exceed the New Term Loan Commitments, greater of (1) $500,000,000 and (2) the maximum amount that would not cause the Net Senior Secured Leverage Ratio to exceed 3.50:1.00 (calculated on a pro forma basis as of the last day of the most recently ended Fiscal Quarter as if all such incremental or increased Commitments had been fully drawn on such date but without netting the proceeds thereof) (the “New Loan CommitmentsIncremental Cap”), by . Any such increased commitment or new loan shall be in an aggregate amount not in excess of the Maximum Incremental Facilities Amount in the aggregate and not less than $100,000,000 25,000,000 individually (or such lesser amount as (x) may be approved by the Administrative Agent or (y) shall constitute the difference between the Maximum Incremental Facilities Amount and all such New Loan Commitments obtained on or prior to such date)integral multiples of $10,000,000 in excess of that amount. Each such notice shall specify (a) the date (each, an “Increased Amount Date”) on which the Borrower proposes that the New Revolving Loan Commitments or New Term Loan Commitments, as applicable, shall be effective, which shall be a date not less than ten five (5) Business Days after the date on which such notice is delivered to the Administrative Agent. The Borrower may approach any Agent and (b) the identity of each Lender or any other Person that is an Eligible Assignee (other than each, a natural person“New Revolving Loan Lender” or “New Term Loan Lender,” as applicable) to provide all or a whom the Borrower proposes any portion of the such New Revolving Loan Commitments or New Term Loan Commitments, as applicable, be allocated and the amounts of such allocations; provided that the Administrative Agent may elect or decline to arrange such New Revolving Loan Commitments or New Term Loan Commitments in its sole discretion and any Lender offered or approached to provide all or a portion of the New Revolving Loan Commitments or New Term Loan Commitments may elect or decline, in its sole discretion, to provide a New Revolving Loan Commitment or a New Term Loan Commitment. In each case, such Such New Revolving Loan Commitments or New Term Loan Commitments shall become effective as of the applicable such Increased Amount Date; provided that (i) no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such New Revolving Loan Commitments or New Term Loan Commitments, as applicable; (ii) both before and after giving effect to the making of any Series of New Term Loans or New Revolving Loans, each of the conditions set forth in Section 7 3.02 shall be satisfied; (iii) the Borrower and its Subsidiaries shall be in pro forma compliance with each of the covenants set forth in Section 6.07 (calculated on a pro forma basis as of the last day of the most recently ended Fiscal Quarter as if all such incremental or increased Commitments had been fully drawn on such date but without netting the proceeds thereof); (iv) the New Revolving Loan Commitments or New Term Loan Commitments, as applicable, shall be effected pursuant to one or more Joinder Agreements executed and delivered by the Borrower Borrower, each New Revolving Loan Lender or New Term Loan Lender, as applicable, and the Administrative Agent, and each of which shall be recorded in the Register Register, and each New Revolving Loan Lender or New Term Loan Lender shall be subject to the requirements set forth in Section 5.4(d2.20(c); (ivv) the Borrower shall make any payments required pursuant to Section 2.11 2.18(c) in connection with the New Revolving Loan Commitments or New Term Loan Commitments, as applicable; and (vvi) the Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transaction. Any New Term Loans made on an Increased Amount Date shall be designated, designated a separate series (a “Series”) of New Term Loans for all purposes of this Agreement. (bi) On any Increased Amount Date on which New Revolving Credit Loan Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (aA) each of the Revolving Lenders with Revolving Credit Commitments shall assign to each Lender with a New Revolving Credit Commitment (each, a “of the New Revolving Loan Lender”) Lenders, and each of the New Revolving Loan Lenders shall purchase from each of the Lenders with Revolving Credit CommitmentsLenders, at the principal amount thereof and in the applicable currency(ies(together with accrued interest), such interests in the Revolving Credit Loans outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, the such Revolving Credit Loans will be held by existing Revolving Credit Lenders and New Revolving Loan Lenders ratably in accordance with their Revolving Credit Commitments after giving effect to the addition of such New Revolving Credit Loan Commitments to the Revolving Credit Commitments, (bB) each of the Revolving Lenders shall automatically and without further act be deemed to have assigned to each of the New Revolving Loan Lenders, and each such New Revolving Loan Lender will automatically and without further act be deemed to have assumed, a portion of such Revolving Lender’s participations hereunder in outstanding Letters of Credit as shall be necessary in order that, after giving effect to all such assignments, such participations in Letters of Credit will be held by existing Revolving Lenders and New Revolving Loan Lenders ratably in accordance with their Revolving Commitments after giving effect to the addition of such New Revolving Loan Commitments to the Revolving Commitments, (C) each New Revolving Credit Loan Commitment shall be deemed for all purposes a Revolving Credit Commitment and each Loan made thereunder (a “New Revolving Loan”) shall be deemed, for all purposes, a Revolving Credit Loan and (cD) each New Revolving Loan Lender shall become a Lender with respect to the New Revolving Credit Loan Commitment and all matters relating thereto. (cii) On any Increased Amount Date on which any New Term Loan Commitments of any Series are effective, subject to the satisfaction of the foregoing terms and conditions, (iA) each Lender with a New Term Loan Commitment (each, a “New Term Loan Lender”) Lender of any Series shall make a Loan to the Borrower (a “New Term Loan”) in an amount equal to its New Term Loan Commitment of such Series, Series and (iiB) each New Term Loan Lender of any Series shall become a Lender hereunder with respect to the New Term Loan Commitment of such Series and the New Term Loans of such Series made pursuant thereto. (c) The Administrative Agent shall notify Lenders promptly upon receipt of the Borrower’s notice of each Increased Amount Date and in respect thereof (x) the New Revolving Loan Commitments and the New Revolving Loan Lenders or the Series of New Term Loan Commitments and the New Term Loan Lenders of such Series, as applicable, and (y) in the case of each notice to any Revolving Lender, the respective interests in such Revolving Lender’s Revolving Loans subject to the assignments contemplated by this Section. (d) The terms and provisions of the New Term Loans and New Term Loan Commitments of any Series shall be, except as otherwise set forth herein or in the applicable Joinder AgreementAgreement and reasonably acceptable to the Administrative Agent, substantially the same as the Tranche A Term Loans (in the case of a Non-Institutional Incremental Facility) or the Tranche B Term Loans (in the case of an Institutional Incremental Facility). The terms and provisions of the New Revolving Loans shall be identical to one or more Classes of the existing Initial Term Revolving Loans; provided that . In any event (i) (A) the applicable weighted average life to maturity of all New Term Loans of any Series shall be no shorter than the weighted average life to maturity of the Tranche B Term Loans and (B) the New Term Loan Maturity Date of each Series shall be no earlier than the Initial Latest Maturity Date; provided that the Borrower may incur New Term Loans that do not satisfy clauses (A) and (B) above so long as such New Term Loans (x) are in an aggregate principal amount, together with all other New Term Loans incurred pursuant to this proviso, not greater than $250,000,000, (y) have a New Term Loan Maturity Date on or after the Tranche A Term Loan Maturity Date and mandatory prepayment and other payment rights (other z) have a weighted average life to maturity that is equal to or longer than scheduled amortization) the weighted average life to maturity of the New Tranche A Term Loans and the existing Initial Term Loans shall be identicalLoans, (ii) the rate of interest and the amortization schedule Weighted Average Yield applicable to the New Term Loans of each Series shall be determined by the Borrower and the applicable new New Term Lenders and shall be set forth in each applicable Joinder Agreement; provided that in the weighted average life event that (x) the Weighted Average Yield applicable to maturity a Non-Institutional Incremental Term Facility is more than 0.50% higher than the Weighted Average Yield applicable to the Tranche A Term Facility, then the Applicable Margin that shall apply to the calculation of all New the interest rate on the Tranche A Term Loans shall, in the case of each Tier set forth in the table contained in the definition of “Applicable Margin,” be increased by an amount equal to the difference between the Weighted Average Yield with respect to such Non-Institutional Incremental Term Facility and the Weighted Average Yield on the Tranche A Term Facility, minus 0.50% or (y) the Weighted Average Yield applicable to an Institutional Incremental Term Facility is more than 0.50% higher than the Weighted Average Yield applicable to the Tranche B Term Facility, then the Applicable Margin that shall apply to the calculation of the interest rate on the Tranche B Term Loans shall be no shorter than increased by an amount equal to the weighted average life difference between the Weighted Average Yield with respect to maturity of such Institutional Incremental Term Facility and the Initial Weighted Average Yield on the Tranche B Term Loans and Facility, minus 0.50%, (iii) all other terms applicable to the such New Term Loans of each Series that differ from the existing Initial Term Loans shall be reasonably acceptable to the Administrative Agent (as evidenced by its execution of the applicable Joinder Agreement). The terms and provisions of the New Revolving Loans and New Revolving Credit Commitments Loans will rank pari passu in right of payment and of security with the other Obligations hereunder, and (iv) such New Term Loans and New Revolving Loans shall be identical guaranteed by the Guaranty. Notwithstanding anything to the Revolving Credit Loans and contrary in this Section 2.24, New Term Loan Commitments may also take the Revolving Credit Commitments. (e) form of an increase to an existing Class of Term Loans. Each Joinder Agreement may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Credit Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provision provisions of this Section 2.142.24.

Incremental Facilities. (a) The At any time and from time to time, subject to the terms and conditions set forth herein, the Borrower may may, by written notice to the Administrative Agent elect (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request the establishment of to add additional Term Loans or add one or more (x) additional tranches of term loans (the commitments thereto“Incremental Term Loans”; each such increase or tranche, an “Incremental Facility). Notwithstanding anything to the contrary herein, the aggregate amount of the Incremental Facilities which may be incurred after the Second Amendment Effective Date shall not exceed an amount equal to $75.0 million (such amount, the “New Term Loan CommitmentsNon-Ratio-Based Incremental Facility Cap”); provided that the Borrower may incur additional Incremental Facilities without regard to the Non-Ratio-Based Incremental Facility Cap (each such Incremental Facility, a “Ratio-Based Incremental Facility”) and/or so long as (yA) increases in Revolving Credit Commitments (the “New Revolving Credit Commitments” and, together with respect to any such Incremental Facility secured on a pari passu basis with the New Term Loan CommitmentsObligations, the “New Loan Commitments”)Senior Secured First Lien Net Leverage Ratio, by determined on a Pro Forma Basis, is equal to or less than the Closing Date Senior Secured First Lien Net Leverage Ratio, (B) with respect to any such Incremental Facility secured on a junior basis to the Obligations, the Senior Secured Net Leverage Ratio, determined on a Pro Forma Basis, is equal to or less than the Closing Date Senior Secured Net Leverage Ratio or (C) with respect to any such unsecured Incremental Facility, the Total Net Leverage Ratio, determined on a Pro Forma Basis, is equal to or less than the Closing Date Total Net Leverage Ratio. Each tranche of Incremental Term Loans shall be in an integral multiple of $1.0 million and in an aggregate principal amount not in excess of the Maximum Incremental Facilities Amount in the aggregate and that is not less than $100,000,000 individually 15.0 million (or such lesser minimum amount as (x) may be approved by the Administrative Agent in its reasonable discretion); provided that such amount may be less than the applicable minimum amount or integral multiple amount if such amount represents all the remaining availability under the Non-Ratio-Based Incremental Facility Cap or in respect of Ratio-Based Incremental Facilities. (yb) Each notice from the Borrower pursuant to this Section 2.19 shall constitute set forth the difference between requested amount and proposed terms of the Maximum relevant Incremental Facilities Amount and all Term Loans. Incremental Term Loans may be provided by any existing Lender (it being understood that no existing Lender will have an obligation to provide Incremental Term Loans), in each case, on terms permitted under this Section 2.19 or any Additional Lender; provided that the Administrative Agent shall have consented (in each case, such New Loan Commitments obtained on consent not to be unreasonably withheld, delayed or prior conditioned) to any Additional Lender’s providing such Incremental Term Loans if such consent by the Administrative Agent would be required under Section 9.04 for an assignment of Term Loans to such date)Additional Lender. Each such notice Incremental Facility shall specify the date become effective pursuant to an amendment (each, an “Increased Amount DateIncremental Facility Amendment”) on which to this Agreement and, as appropriate, the Borrower proposes that other Loan Documents, executed by the New Loan Commitments shall be effectiveBorrower, which shall be a date not less than ten Business Days after the date on which each Lender or Additional Lender providing such notice is delivered to Incremental Facility and the Administrative Agent. The Borrower may approach any Administrative Agent shall promptly notify each Lender or any Person (other than a natural person) as to provide all or a portion the effectiveness of each Incremental Facility Amendment. Each of the New parties hereto hereby agrees that, upon the effectiveness of any Incremental Facility Amendment, this Agreement and the other Loan Commitments; provided that any Lender offered or approached Documents, as applicable, shall be deemed amended to provide all or a portion the extent (but only to the extent) necessary to reflect the existence and terms of the New Loan Commitments may elect or declineIncremental Facility and the Incremental Term Loans evidenced thereby. (i) Any Incremental Facility may, in its sole discretion, to provide a New Loan Commitment. In each case, such New Loan Commitments shall become effective as at the discretion of the applicable Increased Amount DateBorrower, (A) rank pari passu in right of payment with the Obligations, (B) be subordinated in right of payment to the Obligations, (C) be secured on a pari passu basis with the Obligations, (D) be secured on a junior basis to the Obligations or (E) be unsecured; provided that (1) if subordinated or secured (except to the extent incurred under the terms of this Agreement), any intercreditor or lien subordination arrangements shall be reasonably satisfactory to the Administrative Agent and (2) if secured on a pari passu basis with the Obligations, such Incremental Facility shall be on terms and pursuant to documentation applicable to the Obligations (and if not secured on a pari passu basis with the Obligations, shall be pursuant to separate documentation), (ii) any Incremental Facility may provide for the ability of the Lenders or Additional Lenders providing such Incremental Facility to participate on a pro rata basis or less than pro rata basis in any voluntary or mandatory prepayments of the Term Loans, (iii) the interest rate, upfront fees and original issue discount for any Incremental Term Loans shall be as determined by the Borrower and the Lenders or Additional Lenders providing such Incremental Facility; provided that in the event that the yield on such Incremental Facility (taking into account interest margins, minimum Adjusted LIBO Rate, minimum ABR, upfront fees and original issue discount on such Incremental Term Loans, with upfront fees and original issue discount being equated to interest margins based on an assumed four year life to maturity, but exclusive of any arrangement, syndication, structuring, commitment or other fees payable in connection therewith) (the “Incremental Yield”) exceeds the yield on the Term Loans hereunder (determined as provided in the immediately preceding parenthetical) by more than 0.50%, then the interest margins for the Term Loans hereunder shall automatically be increased to a level such that the yield on such Term Loans is 0.50% below the Incremental Yield (it being agreed that any increase in yield to any existing facility required due to the application of an Adjusted LIBO Rate or ABR “floor” on any Incremental Facility shall be effected solely through an increase therein (or implementation thereof, as applicable)) and (iv) except as otherwise provided in this Section 2.19, all other terms of such Incremental Facility, if not consistent with the terms of the existing Term Loans, will be as agreed between the Borrower and the Lenders or Additional Lenders providing such Incremental Facility, with such other terms not consistent with the Term Loans hereunder to be reasonably satisfactory to the Administrative Agent. (d) Without the prior written consent of the Required Lenders, (i) the final maturity date of any Incremental Facility shall be no earlier than the Latest Maturity Date, (ii) the Weighted Average Life to Maturity of any Incremental Facility shall be no shorter than the remaining Weighted Average Life to Maturity of the then outstanding Term Facility with the longest Weighted Average Life to Maturity and (iii) subject to clauses (i) and (ii), the amortization schedules applicable to such Incremental Facility shall be as determined by the Borrower and the Lenders or Additional Lenders thereunder. (e) Notwithstanding the foregoing, no Incremental Facility Amendment shall become effective unless, on the date of such effectiveness (each, an “Incremental Facility Closing Date”), (i) the representations and warranties set forth in the Loan Documents are true and correct in all material respects (or, in the case of any representations and warranties qualified by materiality or Material Adverse Effect, in all respects) as of such date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which such case such representations and warranties shall be true and correct in all material respects as of such earlier date) and (ii) at the time of and immediately after such effectiveness, no Default or Event of Default has occurred and is continuing or would result from the incurrence of such Incremental Term Loans; provided that if the proceeds of such Incremental Term Loans are, substantially concurrently with the receipt thereof, to be used by the Borrower or any Loan Party to finance, in whole or in part, a Permitted Business Acquisition, then the only representations and warranties that will be required to be true and correct in all material respects as of the applicable Incremental Facility Closing Date shall exist be (A) the Specified Representations and (B) such of the representations and warranties made by or on behalf of the applicable acquired company or business in the applicable acquisition agreement as are material to the interests of the Lenders, but only to the extent that Parent, the Borrower or any other Subsidiary has the right to terminate the obligations of Parent, the Borrower or such Increased Amount Date before other Subsidiary under such acquisition agreement or after giving effect not consummate such acquisition as a result of a breach of such representations or warranties in such acquisition agreement). The proceeds of any Incremental Term Loans will be used for general corporate purposes (including financing capital expenditures, Permitted Business Acquisitions, Restricted Payments, refinancing of Indebtedness and any other transaction not prohibited hereunder). (f) At any time and from time to time, subject to the terms and conditions set forth herein, the Borrower may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy of such New Loan Commitmentsnotice to each of the Lenders), request to issue one or more series of Incremental Equivalent First Lien Term Debt in an aggregate principal amount not to exceed, as applicable; (ii) both before of the date of and after giving effect to the making issuance of any Series such Incremental Equivalent First Lien Term Debt, the aggregate amount of New Incremental Facilities then permitted to be incurred under Section 2.19(a); provided that the incurrence of any Incremental Equivalent First Lien Term Loans or New Revolving LoansDebt shall reduce, each on a dollar-for-dollar basis, the aggregate amount of Incremental Facilities permitted to be incurred under Section 2.19(a). As a condition precedent to the conditions set forth in Section 7 shall be satisfied; (iii) the New Loan Commitments shall be effected issuance of any Incremental Equivalent First Lien Term Debt pursuant to one or more Joinder Agreements executed and delivered by the Borrower and Administrative Agentthis Section 2.19(f), and each of which shall be recorded in the Register and shall be subject to the requirements set forth in Section 5.4(d); (iv) the Borrower shall make any payments required pursuant to Section 2.11 in connection with the New Loan Commitments, as applicable; and (vi) the Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transaction. Any New a certificate of the Borrower dated as of the date of issuance of the Incremental Equivalent First Lien Term Loans made on an Increased Amount Date shall be designatedDebt signed by a Responsible Officer of the Borrower, a separate series (a “Series”) of New Term Loans for all purposes of this Agreement. (b) On any Increased Amount Date on which New Revolving Credit Commitments are effected, subject certifying and attaching the resolutions adopted by the Borrower approving or consenting to the satisfaction execution and delivery of the foregoing terms applicable financing documentation in respect of such Incremental Equivalent First Lien Term Debt and conditionsthe issuance of such Incremental Equivalent First Lien Term Debt, (a) each of and certifying that the Lenders with Revolving Credit Commitments shall assign to each Lender with a New Revolving Credit Commitment (each, a “New Revolving Loan Lender”) and each of the New Revolving Loan Lenders shall purchase from each of the Lenders with Revolving Credit Commitments, at the principal amount thereof and conditions precedent set forth in the applicable currency(ies), such interests in the Revolving Credit Loans outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, the Revolving Credit Loans will be held by existing Revolving Credit Lenders and New Revolving Loan Lenders ratably in accordance with their Revolving Credit Commitments after giving effect to the addition of such New Revolving Credit Commitments to the Revolving Credit Commitments, (b) each New Revolving Credit Commitment shall be deemed for all purposes a Revolving Credit Commitment and each Loan made thereunder (a “New Revolving Loan”) shall be deemed, for all purposes, a Revolving Credit Loan and (c) each New Revolving Loan Lender shall become a Lender with respect to the New Revolving Credit Commitment and all matters relating thereto. (c) On any Increased Amount Date on which any New Term Loan Commitments of any Series are effective, subject to the satisfaction of the foregoing terms and conditions, (i) each Lender with a New Term Loan Commitment (each, a “New Term Loan Lender”) of any Series shall make a Loan to the Borrower (a “New Term Loan”) in an amount equal to its New Term Loan Commitment of such Series, and following subclauses (ii) each New through (vii) have been satisfied, (ii) such Incremental Equivalent First Lien Term Loan Lender Debt shall rank pari passu or junior in right of any Series shall become a Lender hereunder with respect payment to the New Obligations and shall not have guarantees from any Subsidiary that is not a Subsidiary Loan Party, (iii) such Incremental Equivalent First Lien Term Loan Commitment of such Series and the New Term Loans of such Series made pursuant thereto. (d) The terms and provisions of the New Term Loans and New Term Loan Commitments of any Series Debt shall be, except as otherwise set forth herein or in the applicable Joinder Agreement, identical to one or more Classes of the existing Initial Term Loans; provided that (i) the applicable New Term Loan Maturity Date of each Series shall be have a final maturity no earlier than the Initial Term Loan Latest Maturity Date at the time of issuance, (iv) the Weighted Average Life to Maturity of such Incremental Equivalent First Lien Term Debt shall not be (A) shorter than the Weighted Average Life to Maturity of any remaining Term Loans or (B) subject to any amortization prior to the final maturity thereof or subject to any mandatory redemption or prepayment provisions or rights (except customary asset sale or change of control provisions), except to the extent arising on the Latest Maturity Date at the time of issuance, (v) no Event of Default shall have occurred and mandatory prepayment be continuing or would result from the incurrence of such Incremental Equivalent First Lien Term Debt and (vi) the covenants, events of default, guarantees and other payment rights (other than scheduled amortization) terms of the New such Incremental Equivalent First Lien Term Loans and the existing Initial Term Loans Debt shall be identicalcustomary for similar debt securities in light of then-prevailing market conditions at the time of issuance and in any event not more restrictive, (ii) the rate of interest and the amortization schedule applicable taken as a whole, to the New Term Loans of each Series shall be determined by Parent, the Borrower and the applicable new Lenders and shall be other Subsidiaries than those set forth in each this Agreement (other than with respect to interest rate and redemption provisions), except for covenants or other provisions applicable Joinder Agreement; only to periods after the Latest Maturity Date at the time of issuance (provided that the weighted average life to maturity a certificate of all New Term Loans shall be no shorter than the weighted average life to maturity of the Initial Term Loans and (iii) all other terms applicable to the New Term Loans of each Series that differ from the existing Initial Term Loans shall be reasonably acceptable a Responsible Officer delivered to the Administrative Agent (as evidenced by its execution in good faith prior to the incurrence of such Incremental Equivalent First Lien Term Debt, together with a reasonably detailed description of the applicable Joinder Agreementmaterial terms and conditions of such Incremental Equivalent First Lien Term Debt or drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the requirement set forth in this clause (vi), shall be conclusive evidence that such terms and conditions satisfy such requirement). The terms and This Section 2.19 shall supersede any provisions of the New Revolving Loans and New Revolving Credit Commitments shall be identical in Section 9.08 to the Revolving Credit Loans and contrary. For the Revolving Credit Commitmentsavoidance of doubt, no existing Lender will be required to participate in any Incremental Equivalent First Lien Term Debt. (e) Each Joinder Agreement may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Credit Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provision of this Section 2.14.

Incremental Facilities. (a) The Borrower may by written notice to Administrative Agent elect to request (A) prior to the Revolving Commitment Termination Date, an increase to the existing Revolving Loan Commitments (any such increase, the “New Revolving Loan Commitments”) and/or (B) the establishment of one or more new term loan commitments (x) additional tranches of term loans (the commitments thereto, the “New Term Loan Commitments”) and/or (y) increases in Revolving Credit Commitments (the “New Revolving Credit Commitments” and, together with the New Term Loan Commitments, the “New Loan Commitments”), by an aggregate amount not such that Borrower and its Subsidiaries shall be in excess compliance, on a Pro Forma Basis after giving effect to such New Term Loans or New Revolving Loan Commitments and the application of the Maximum Incremental Facilities Amount in the aggregate and proceeds thereof, with a Secured Leverage Ratio of 2.50 to 1.00; provided, that any New Revolving Loan Commitment or New Term Loan Commitment shall not be less than $100,000,000 25,000,000 individually (or such lesser amount as (x) may which shall be approved by the Administrative Agent or (y) shall constitute the difference between the Maximum Incremental Facilities Amount such lesser amount that represents all remaining availability under any limit set forth above in this Section 2.25), and all such New Loan Commitments obtained on or prior to such date)integral multiples of $10,000,000 in excess of that amount. Each such notice shall specify (A) the date (each, an “Increased Amount Date”) on which the Borrower proposes that the New Revolving Loan Commitments or New Term Loan Commitments shall be effectiveeffective and (B) the identity of each Lender or other Person that is an Eligible Assignee; provided that, which Issuing Bank shall have consented (such consent not to be a date not less than ten Business Days after the date on which such notice is delivered unreasonably withheld or delayed) to the Administrative Agent. The Borrower may approach allocation of New Revolving Loan Commitments to any Lender Eligible Assignee under clause (ii) of the definition thereof (each, a “New Revolving Loan Lender” or any Person (other than a natural person“New Term Loan Lender,” as applicable) to provide all or a whom Borrower proposes any portion of the such New Revolving Loan Commitments or New Term Loan Commitments, as applicable, be allocated and the amounts of such allocations; provided that Barclays may elect or decline to arrange such New Revolving Loan Commitments or New Term Loan Commitments, as applicable, in its sole discretion and any Lender offered or approached to provide all or a portion of the New Revolving Loan Commitments or New Term Loan Commitments may elect or decline, in its sole discretion, to provide a New Revolving Loan Commitments or New Term Loan Commitment. In each case, such Such New Revolving Loan Commitments or New Term Loan Commitments shall become effective effective, as of the applicable such Increased Amount Date; provided that (i1) no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such New Revolving Loan Commitments or New Term Loan Commitments, as applicable; (ii2) both before and after giving effect to the making of any Series of New Term Loans or New Revolving Loans, each of the conditions set forth in Section 7 3.3(a) shall be satisfied; provided that, solely with respect to the effectiveness of New Term Loans incurred and/or New Revolving Loan Commitments established to finance the Medicis Acquisition, the Bausch & Lomb Acquisition or any Permitted Acquisition consummated after the Amendment No. 5 Effective Date, the Borrower shall not be required to satisfy the conditions set forth in clause (iii) or (iv) of such Section 3.3(a); (3) Borrower and its Subsidiaries shall be in compliance, on a Pro Forma Basis after giving effect to such New Term Loans and the application of the proceeds thereof, with each of the covenants set forth in Section 6.7 as of the last day of the most recently ended Fiscal Quarter after giving effect to such New Revolving Loan Commitments or New Term Loan Commitments; (4) the New Revolving Loan Commitments or New Term Loan Commitments, as applicable, shall be effected pursuant to one or more Joinder Agreements executed and delivered by the applicable New Revolving Loan Lender or New Term Loan Lender, as the case may be, Borrower and Administrative AgentAgent (it being understood that the only representations and warranties that shall be certified in the Joinder Agreement with respect to New Term Loans incurred and/or New Revolving Loan Commitments established to finance the Medicis Acquisition, the Bausch & Lomb Acquisition or any Permitted Acquisition consummated after the Amendment No. 5 Effective Date shall be those representations and warranties set forth in the seventh paragraph of this Section 2.25), and each of which shall be recorded in the Register and shall be subject to the requirements set forth in Section 5.4(d2.20(d); (iv5) the Borrower shall make any payments required pursuant to Section 2.11 2.18(c) in connection with the New Revolving Loan Commitments or New Term Loan Commitments, as applicable; and (v6) the Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by Administrative Agent in connection with any such transaction. Any ; and (7) in the case of any New Revolving Loan Commitments or New Term Loans made Loan Commitments effected on an Increased Amount Date from and after April 1, 2016, Borrower and its Subsidiaries shall be designatedin compliance, on a separate series Pro Forma Basis, with a Leverage Ratio as of the Increased Amount Date (a “Series”assuming in the case of any New Revolving Commitments, that the full amount of all outstanding Revolving Commitments, including New Revolving Commitments, are borrowed on such date), of 5.25 to 1.00; provided, further, that, (x) the effectiveness of New Term Loans for all purposes incurred to finance the Medicis Acquisition or the Bausch & Lomb Acquisition shall not be subject to Borrower’s compliance with clauses (1), (3) or (7) of this Agreement. the foregoing proviso and (by) the effectiveness of New Term Loans incurred and/or New Revolving Loan Commitments established to finance any Permitted Acquisition consummated after the Amendment No. 10 Effective Date shall not be subject to compliance with clauses (1), (3) and (7) of the foregoing proviso. On any Increased Amount Date on which New Revolving Credit Loan Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (a) each of the Revolving Lenders with Revolving Credit Commitments shall assign to each Lender with a New Revolving Credit Commitment (each, a “of the New Revolving Loan Lender”) Lenders, and each of the New Revolving Loan Lenders shall purchase from each of the Lenders with Revolving Credit CommitmentsLoan Lenders, at the principal amount thereof and in the applicable currency(ies(together with accrued interest), such interests in the Revolving Credit Loans outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, the such Revolving Credit Loans will be held by existing Revolving Credit Loan Lenders and New Revolving Loan Lenders ratably in accordance with their Revolving Credit Loan Commitments after giving effect to the addition of such New Revolving Credit Loan Commitments to the Revolving Credit Loan Commitments, (b) each New Revolving Credit Loan Commitment shall be deemed for all purposes a Revolving Credit Loan Commitment and each Loan made thereunder (a “New Revolving Loan”) shall be deemed, for all purposes, a Revolving Credit Loan and (c) each New Revolving Loan Lender shall become a Lender with respect to the New Revolving Credit Loan Commitment and all matters relating thereto. (c) . On any Increased Amount Date on which any New Term Loan Commitments of any Series are effective, subject to the satisfaction of the foregoing terms and conditions, (i) each Lender with a New Term Loan Commitment (each, a “New Term Loan Lender”) Lender of any Series shall make a Loan to the Borrower (a “New Term Loan”) in an amount equal to its New Term Loan Commitment of such SeriesSeries (unless the Joinder Agreement with respect to any Series of New Term Loans shall provide for the making of such Series of New Term Loans on a date subsequent to the applicable Increased Amount Date), and (ii) each New Term Loan Lender of any Series shall become a Lender hereunder with respect to the New Term Loan Commitment of such Series and the New Term Loans of such Series made pursuant thereto. . Administrative Agent shall notify Lenders promptly upon receipt of Borrower’s notice of each Increased Amount Date and in respect thereof (dx) the New Revolving Loan Commitments and the New Revolving Loan Lenders or the Series of New Term Loan Commitments and the New Term Loan Lenders of such Series, as applicable, and (y) in the case of each notice to any Revolving Loan Lender, the respective interests in such Revolving Loan Lender’s Revolving Loans, in each case subject to the assignments contemplated by this Section. The terms and provisions of the Tranche A New Term Loans and New Term Loan Commitments of any Series shall be, except with respect to pricing, amortization and maturity and except as otherwise set forth herein or in the applicable Joinder AgreementAgreement and otherwise reasonably satisfactory to Administrative Agent, identical to one or more Classes the Tranche A Term Loans. The terms and provisions of the existing Initial Tranche B New Term Loans of any Series shall be, except with respect to pricing, amortization and maturity and except as otherwise set forth herein or in the Joinder Agreement and otherwise reasonably satisfactory to Administrative Agent, identical to the Tranche B Term Loans; provided that . The terms and provisions of the New Revolving Loans shall be, except with respect to maturity, identical to the Revolving Loans. In any event (i) the weighted average life to maturity of all New Term Loans of any Series shall be no shorter than the then-remaining weighted average life to maturity of the Tranche B Term Loans (other than with respect to a Tranche A New Term Loan, which shall have a weighted average life to maturity not shorter than the remaining weighted average life to maturity of the Tranche A Term Loans), (ii) the applicable New Term Loan Maturity Date of each Series shall be no shorter than the latest of the final maturity of the Tranche B Term Loans (other than with respect to a Tranche A New Term Loan, which shall have a maturity date not earlier than the Initial Tranche A Term Loan Maturity Date Date), and mandatory prepayment and other payment rights (other than scheduled amortization) of the New Term Loans and the existing Initial Term Loans shall be identical, (iiiii) the rate of interest and the amortization schedule yield applicable to the New Term Loans of each Series shall be determined by the Borrower and the applicable new Lenders and shall be set forth in each applicable Joinder Agreement; provided however (A) that the weighted average life yield applicable to maturity of all the Tranche A New Term Loans (after giving effect to all upfront or similar fees or original issue discount payable with respect to such Tranche A New Term Loans) shall not be no shorter greater than the weighted average life applicable yield payable pursuant to maturity the terms of this Agreement as amended through the Initial date of such calculation with respect to Tranche A Term Loans (including any upfront or similar fees or original issue discount paid and payable to the initial Lenders hereunder) plus 0.50% per annum unless the interest rate with respect to the Tranche A Term Loan is increased so as to cause the then applicable yield under this Agreement on the Tranche A Term Loans (including any upfront or similar fees or original issue discount paid and payable to the initial Lenders hereunder) to equal the yield then applicable to the Tranche A New Term Loans (after giving effect to all upfront or similar fees or original issue discount payable with respect to such Tranche A New Term Loans) minus 0.50% per annum and (B) that the yield applicable to the Tranche B New Term Loans (after giving effect to all upfront or similar fees or original issue discount payable with respect to such Tranche B New Term Loans) shall not be greater than the applicable yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to Tranche B Term Loans (including any upfront or similar fees or original issue discount paid and payable to the initial Lenders hereunder) plus 0.50% per annum unless the interest rate with respect to the Tranche B Term Loan is increased so as to cause the then applicable yield under this Agreement on the Tranche B Term Loans (including any upfront or similar fees or original issue discount paid and payable to the initial Lenders hereunder) to equal the yield then applicable to the Tranche B New Term Loans (after giving effect to all upfront or similar fees or original issue discount payable with respect to such Tranche B New Term Loans) minus 0.50% per annum. For purposes of clause (iii) all other terms applicable to the New Term Loans of each Series that differ from the existing Initial Term Loans shall be reasonably acceptable to the Administrative Agent (as evidenced by its execution of the applicable Joinder Agreement)immediately preceding sentence, upfront or similar fees and original issue discount will be equated to interest rates based upon an assumed four-year average life. The terms and provisions of the New Revolving Loans and New Revolving Credit Commitments shall be identical to the Revolving Credit Loans and the Revolving Credit Commitments. (e) Each Joinder Agreement may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Credit Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provision provisions of this Section 2.142.25. Except as expressly set forth in this Section 2.25, New Term Loans incurred and/or New Revolving Loan Commitments established to finance the Medicis Acquisition, the Bausch & Lomb Acquisition or any Permitted Acquisition after the Amendment No. 5 Effective Date shall be entered into in accordance with this Section 2.25 and shall be subject to the terms and conditions hereof; provided that as of the date of establishment of such New Term Loans incurred to finance the Medicis Acquisition or the Bausch & Lomb Acquisition, Borrower shall not be required to comply with the Secured Leverage Ratio set forth in the first paragraph of this Section 2.25; provided that, as of such date, the representations and warranties set forth in Section 4.1(a) (solely with respect to due organization) 4.1(b) (solely with respect to the Joinder Agreement to be entered into with respect to such New Term Loans and/or New Revolving Loan Commitments, as applicable), 4.3 (solely with respect to the Joinder Agreement to be entered into with respect to such New Term Loans and/or New Revolving Loan Commitments, as applicable), 4.4(a)(ii) (solely with respect to the Joinder Agreement to be entered into with respect to such New Term Loans and/or New Revolving Loan Commitments, as applicable), 4.6 (solely with respect to the Joinder Agreement to be entered into with respect to such New Term Loans and/or New Revolving Loan Commitments, as applicable), 4.15 (solely with respect to regulation under the Investment Company Act of 1940), 4.16 (solely with respect to the Joinder Agreement to be entered into with respect to such New Term Loans and/or New Revolving Loan Commitments, as applicable) and 4.23 (solely with respect to the PATRIOT Act), in each case, shall be true and correct in all material respects on and as of such date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date; provided that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof.

Incremental Facilities. (a) The Borrower may by written notice may, at any time and from time to Administrative Agent time, elect to request the establishment of (x) one or more (x) additional tranches of term loans loans, which may be of the same Class as any then-existing Term Loans (a “Term Loan Increase”) or a separate Class of Term Loans (the commitments theretofor additional term loans of the same Class or a separate Class, collectively, the “New Incremental Term Loan Commitments”) and/or or (y) increases in Revolving Credit Commitments one or more tranches of revolving credit facilities (the “New Incremental Revolving Credit Commitments” and”, together with the New Incremental Term Loan Commitments, the “New Loan Incremental Commitments”; and the loans thereunder, “Incremental Loans”), by in an aggregate principal amount not in excess of the then-available Maximum Incremental Facilities Amount in at the aggregate time of incurrence thereof and not less than $100,000,000 10,000,000 individually (or such lesser amount as (x) may be approved by the Administrative Agent in its reasonable discretion or (y) shall constitute the difference between the then-available Maximum Incremental Facilities Amount and all at such New Loan Commitments obtained on or prior to such datetime). Each such notice shall specify the date (each, an “Increased Amount Date”) on which the Borrower proposes that the New Loan Commitments shall be effective, which shall be a date not less than ten Business Days after the date on which such notice is delivered to the Administrative Agent. The Borrower may approach any existing Lender or any Person (other than a natural person) Additional Lender to provide all or a portion of the New Loan Incremental Commitments; provided that any Lender offered or approached to provide all or a portion of the New Loan Incremental Commitments may elect or decline, in its sole discretion, to provide a New Loan an Incremental Commitment, and the Borrower shall have no obligation to approach any existing Lender to provide any Incremental Commitment; provided, further, that the Administrative Agent shall have consented to such Additional Lender’s providing of the Incremental Commitments to the extent such consent, if any, would be required under Section 13.6(b) in connection with an assignment of Term Loans or Commitments to such Additional Lender. In each case, such New Loan Incremental Commitments shall become effective as of the applicable date determined by the Borrower (the “Increased Amount Date”); provided that that, (i) (x) other than as described in the immediately succeeding clause (y), no Default or Event of Default shall exist on such Increased Amount Date immediately before or immediately after giving effect to such New Loan CommitmentsIncremental Commitments and the borrowing of any Incremental Loans thereunder or (y) if such Incremental Commitment is being provided in connection with a Permitted Acquisition or similar Investment, as applicable; or in connection with refinancing of any Indebtedness that requires an irrevocable prepayment or redemption notice, then no Specified Default shall exist on such Increased Amount Date, (ii) both before in connection with any incurrence of Incremental Loans or establishment of Incremental Commitments, there shall be no requirement for the Borrower to bring down the representations and after giving effect warranties under the Credit Documents unless requested by the lenders providing such Incremental Loans or Incremental Commitments (subject to the making waiver by such lenders of any Series of New Term Loans or New Revolving Loans, each of the conditions set forth in Section 7 shall be satisfied; such requirement) and (iii) the New Loan establishment of Incremental Commitments or the incurrence of Incremental Loans shall be effected pursuant to one or more Joinder Agreements amendments (each, an “Incremental Amendment”) to this Agreement executed and delivered by the Borrower and the Administrative Agent, and each of which shall be recorded in the Register and shall be subject to the requirements set forth in Section 5.4(d5.4(e); (iv) the Borrower shall make . For all purposes of this Agreement, any payments required pursuant to Section 2.11 in connection with the New Loan Commitments, as applicable; and (v) the Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by Administrative Agent in connection with any such transaction. Any New Incremental Term Loans made on an Increased Amount Date shall be designated, designated (x) a separate series of Term Loans or (y) in the case of a Term Loan Increase, a part of the series of existing Term Loans subject to such increase (such new or existing series of Term Loans, each, a “Series”) of New Term Loans for all purposes of this Agreement). (b) On The terms and conditions of the Incremental Revolving Commitments shall be reasonably satisfactory to the Administrative Agent; provided that (i) such Incremental Revolving Commitments may have a maturity that is shorter than the Maturity Dates of the Term Loans but such maturity shall be longer than the maturity date of the Initial ABL Facility, (ii) the pricing, interest rate margins, discounts, premiums, interest rate floors and fees of such Incremental Revolving Commitments shall be determined by the Borrower and the lender(s) thereunder and shall not be subject to any Increased Amount Date on which New “most-favored nation” provisions (including under Section 2.14(d)(iv) below), (iii) such Incremental Revolving Credit Commitments may have sub-facilities for letters of credit and swingline loans, (iv) lenders providing such Incremental Revolving Commitments shall be included in the definition of “Required Lenders”, (v) if such Incremental Revolving Commitments benefit from a financial covenant, the Term Loans shall not be required to enjoy the same benefit of such financial covenant and they shall cross accelerate (instead of cross default) to a breach of such financial covenant, (vi) customary amendments to the definition of “Maximum Incremental Facilities Amount” may be made to permit any repayment of loans under Incremental Revolving Commitments accompanied with permanent terminations of such Incremental Revolving Commitments to be added to clause (2) of such definition, (vii) no Subsidiary (other than a Guarantor) is an obligor of such Incremental Revolving Commitments and (viii) if secured, such Incremental Revolving Commitments are effected, subject not secured by any assets other than all or any portion of the Collateral or any Liens other than Liens that are pari passu with or junior to the satisfaction of Liens securing the foregoing terms and conditions, (a) each of the Lenders with Revolving Credit Commitments shall assign to each Lender with a New Revolving Credit Commitment (each, a “New Revolving Loan Lender”) and each of the New Revolving Loan Lenders shall purchase from each of the Lenders with Revolving Credit Commitments, at the principal amount thereof and in the applicable currency(ies), such interests in the Revolving Credit Loans outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, the Revolving Credit Loans will be held by existing Revolving Credit Lenders and New Revolving Loan Lenders ratably in accordance with their Revolving Credit Commitments after giving effect to the addition of such New Revolving Credit Commitments to the Revolving Credit Commitments, (b) each New Revolving Credit Commitment shall be deemed for all purposes a Revolving Credit Commitment and each Loan made thereunder (a “New Revolving Loan”) shall be deemed, for all purposes, a Revolving Credit Loan and (c) each New Revolving Loan Lender shall become a Lender with respect to the New Revolving Credit Commitment and all matters relating theretoObligations. (c) On any Increased Amount Date on which any New Incremental Term Loan Commitments of any Series are effective, subject to the satisfaction (or waiver) of the foregoing applicable terms and conditions, (i) each Lender with a New an Incremental Term Loan Commitment (each, a “New Term Loan Lender”) of any Series shall make a Loan term loan to the Borrower (a an “New Incremental Term Loan”) in an amount equal to its New Incremental Term Loan Commitment of such Series, and (ii) each New Term Loan Lender of any Series shall become a Lender hereunder with respect to the New Incremental Term Loan Commitment of such Series and the New Incremental Term Loans of such Series made pursuant thereto. The Borrower shall use the proceeds, if any, of the Incremental Term Loans for any purpose not prohibited by this Agreement and as agreed by the Borrower and the lender(s) providing such Incremental Term Loans. (d) The terms and provisions of any Incremental Term Commitments and the New respective related Incremental Term Loans, in each case effected pursuant to a Term Loan Increase shall be substantially identical to the terms and provisions applicable to the Class of Term Loans subject to such increase; provided that underwriting, arrangement, structuring, ticking, commitment, original issue discount, upfront or similar fees, and New other fees payable in connection therewith that are not generally shared with all relevant lenders providing such Incremental Term Loan Commitments and the respective related Incremental Term Loans, that may be agreed to among the Borrower and the lender(s) providing and/or arranging such Incremental Term Commitments may be paid in connection with such Incremental Term Commitments. The terms and provisions of any Incremental Term Commitments and the respective related Incremental Term Loans of any Series not effected pursuant to a Term Loan Increase shall be, except as otherwise be on terms and documentation set forth herein or in the applicable Joinder Agreement, identical to one or more Classes of Incremental Amendment as determined by the existing Initial Term LoansBorrower; provided that that: (i) the applicable New Incremental Term Loan Maturity Date of each Series shall be no earlier than the Latest Maturity Date with respect to the Initial Term Loan Maturity Date and mandatory prepayment and other payment rights (other than scheduled amortization) Loans, provided that the requirements of the New Term Loans and foregoing clause (i) shall not apply to any customary bridge facility so long as the existing Initial Term Loans shall Indebtedness into which such customary bridge facility is to be identical, converted complies with such requirements; (ii) the rate Weighted Average Life to Maturity of interest and the amortization schedule applicable to the New Incremental Term Loans of each Series shall be no shorter than the Weighted Average Life to Maturity of the Initial Term Loans; (iii) the Incremental Term Loans (x) may participate on a pro rata basis, greater than pro rata basis or less than pro rata basis in any voluntary prepayment of any Class of Term Loans hereunder and may participate on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) in any mandatory prepayments of any Class of Term Loans hereunder; provided that if such Incremental Term Loans are unsecured or rank junior in right of payment or as to security with the Obligations, such Incremental Term Loans shall participate on a junior basis with respect to mandatory repayments of Term Loans hereunder (except in connection with any refinancing, extension, renewal, replacement, repurchase or retirement thereof permitted by this Agreement), (y) shall not be guaranteed by any Subsidiary other than a Guarantor hereunder and (z) shall be unsecured or rank pari passu or junior in right of security with any Obligations outstanding under this Agreement and, if secured, shall not be secured by assets of the Credit Parties other than Collateral (and, unless secured on a pari passu basis with the Obligations, shall be subject to a subordination agreement (if payment subordinated) and/or the Applicable Intercreditor Agreement); (iv) the pricing, interest rate margins, discounts, premiums, interest rate floors, fees, and amortization schedule (subject to clauses (i) and (ii) above) applicable to any Incremental Term Loans shall be determined by the Borrower and the applicable new Lenders lender(s) thereunder; provided, however, that, if the Yield, in respect of any Incremental Term Loans that (w) rank pari passu in right of payment and shall be set forth security with the Initial Term Loans, (x) are incurred on or prior to the date that is 12 months after the Closing Date and (y) have a maturity date that is less than two years after the Initial Term Loan Maturity Date as of the date of funding thereof, exceeds the Yield in each applicable Joinder Agreement; provided that respect of any Initial Term Loans by more than 0.50%, then the weighted average life to maturity Applicable ABR Margin or the Applicable LIBOR Margin, as applicable, in respect of all New such Initial Term Loans shall be no shorter than adjusted so that the weighted average life Yield in respect of such Initial Term Loans is equal to maturity the Yield in respect of such Incremental Term Loans minus 0.50%; provided, further, to the extent any change in the Yield of the Initial Term Loans and is necessitated by this clause (iiiiv) on the basis of an effective interest rate floor in respect of the Incremental Term Loans, the increased Yield in the Initial Term Loans shall (unless otherwise agreed in writing by the Borrower) have such increase in the Yield effected solely by increases in the interest rate floor(s) applicable to the Initial Term Loans; and (v) all other terms applicable to the New of any Incremental Term Loans of each Series that (other than as described in clauses (i), (ii), (iii) and (iv) above) may differ from the existing terms of the Initial Term Loans shall be reasonably acceptable to if agreed by the Administrative Agent (as evidenced by its execution of the applicable Joinder Agreement). The terms and provisions of the New Revolving Loans and New Revolving Credit Commitments shall be identical to the Revolving Credit Loans Borrower and the Revolving Credit Commitmentslender(s) providing such Incremental Term Loans. (e) The Administrative Agent and the Lenders hereby consent to the consummation of the transactions contemplated by this Section 2.14 and hereby waive the requirements of any provision of this Agreement (including, without limitation, any pro rata payment or amendment section) or any other Credit Document that may otherwise prohibit or restrict any such extension or any other transaction contemplated by this Section 2.14. Each Joinder Agreement Incremental Amendment may, without the consent of any other Lenders, (x) effect such technical and corresponding amendments to this Agreement and the other Credit Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative AgentAgent and the Borrower, to effect the provision provisions of this Section 2.142.14 and (y) with respect to the Incremental Revolving Commitments, add provisions solely applicable to such Incremental Revolving Commitments (including provisions relating to extensions and refinancings of Incremental Revolving Commitments).

Incremental Facilities. (a) The Borrower may on one or more occasions, by written notice to the Administrative Agent elect to Agent, request (i) during the Revolving Availability Period, the establishment of one or more Incremental Revolving Commitments and/or (xii) additional tranches the establishment of term loans (the commitments thereto, the “New Incremental Term Loan Commitments”) and/or (y) increases in Revolving Credit Commitments (the “New Revolving Credit Commitments” and, together with the New Term Loan Commitments, the “New Loan Commitments”), by an aggregate amount not in excess of the Maximum Incremental Facilities Amount in the aggregate and not less than $100,000,000 individually (or such lesser amount as (x) may be approved by the Administrative Agent or (y) shall constitute the difference between the Maximum Incremental Facilities Amount and all such New Loan Commitments obtained on or prior to such date). Each such notice shall specify (A) the date (each, an “Increased Amount Date”) on which the Borrower proposes that the New Incremental Revolving Commitments or the Incremental Term Loan Commitments Commitments, as applicable, shall be effective, which shall be a date not less than ten (10) Business Days (or such shorter period as may be agreed to by the Administrative Agent) after the date on which such notice is delivered to the Administrative Agent. The Borrower may approach , and (B) the amount of the Incremental Revolving Commitments or Incremental Term Loan Commitments, as applicable, being requested (it being agreed that (x) any Lender or any Person (other than a natural person) to provide all or a portion of the New Loan Commitments; provided that any Lender offered or approached to provide all any Incremental Revolving Commitment or a portion of the New Incremental Term Loan Commitments Commitment may elect or decline, in its sole discretion, to provide a New such Incremental Revolving Commitment or Incremental Term Loan Commitment, (y) any Person that the Borrower proposes to become an Incremental Lender, if such Person is not then a Lender, must be reasonably acceptable to the Administrative Agent and, in the case of any proposed Incremental Revolving Lender, the Issuing Bank and (z) none of the Persons described in the foregoing clauses (x) and (y) may be an Ineligible Institution). In Notwithstanding anything herein to the contrary, the aggregate amount of all Incremental Revolving Commitments and Incremental Term Loan Commitments established pursuant to this Section 2.20 shall not exceed the sum of (A) $75,000,000 plus (B) unlimited additional Incremental Revolving Commitments and/or Incremental Term Loan Commitments so long as, after giving pro forma effect thereto (assuming that any such Incremental Revolving Commitments are drawn in full, but excluding the proceeds of any such Incremental Term Loans and/or Incremental Revolving Commitments for purposes of netting cash and Permitted Investments in the calculation of the Senior Secured Net Leverage Ratio), the Senior Secured Net Leverage Ratio shall not exceed 2.50 to 1.00 (other than to the extent such Incremental Revolving Commitments and/or Incremental Term Loan Commitments are incurred pursuant to this clause (B) concurrently with the incurrence of Incremental Revolving Commitments and/or Incremental Term Loan Commitments in reliance on clause (A) of this sentence, in which case the Senior Secured Net Leverage Ratio shall be permitted to exceed 2.50 to 1.00 to the extent of such Incremental Revolving Commitments and/or Incremental Term Loan Commitments incurred in reliance on such clause (A)); provided that, for the avoidance of doubt, Incremental Revolving Commitments and/or Incremental Term Loan Commitments may be incurred pursuant to this clause (B) prior to utilization of the amount set forth in clause (A) of this sentence. (b) The terms and conditions of any Incremental Revolving Commitment and Revolving Loans and other extensions of credit to be made thereunder shall be identical to those of the Revolving Commitments, Revolving Loans and other extensions of credit made thereunder, and shall be treated as a single Class with such Revolving Commitments and Revolving Loans. The Incremental Term Loans (i) shall not mature earlier than the latest of the latest Maturity Date hereunder or any other then existing Incremental Term Loan Maturity Date (but may have amortization and/or customary prepayments prior to such date), (ii) shall have a Weighted Average Life to Maturity that is no shorter than the Weighted Average Life to Maturity of any other then existing Term Loans, (iii) shall be treated substantially the same as (and in any event no more favorably than) the Revolving Loans and the then existing Term Loans and (iv) shall have the same Guarantees as and shall rank pari passu with respect to the Liens on the Collateral and in right of payment with the Revolving Loans and the then existing Term Loans (except in the case of clause (iii) and (iv) to the extent that the related Incremental Facility Agreement provides for such Incremental Term Loans to be treated less favorably, in which case such Incremental Term Loans shall be subject to a customary intercreditor agreement in form and substance reasonably satisfactory to the Administrative Agent); provided that (x) the terms and conditions applicable to any tranche of Incremental Term Loans maturing after the latest Maturity Date hereunder may provide for material additional or different financial or other covenants or prepayment requirements applicable only during periods after the latest Maturity Date hereunder and (y) the Incremental Term Loans may be priced differently (whether in the form of interest rate margin, upfront fees, original issue discount, call protection or otherwise) than the Revolving Loans and the then existing Term Loans. Any Incremental Term Loan Commitments established pursuant to an Incremental Facility Agreement that have identical terms and conditions, and any Incremental Term Loans made thereunder, shall be designated as a separate series (each casea “Series”) of Incremental Term Loan Commitments and Incremental Term Loans for all purposes of this Agreement. Nothing contained in this Section 2.20 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Commitment hereunder, or provide Incremental Term Loans, at any time. (c) The Incremental Commitments shall be effected pursuant to one or more Incremental Facility Agreements executed and delivered by the Borrower, each Incremental Lender providing such New Loan Incremental Commitments and the Administrative Agent; provided that (other than with respect to the incurrence of Incremental Term Loans the proceeds of which shall be used to consummate an acquisition permitted by this Agreement for which the Borrower has determined, in good faith, that limited conditionality is reasonably necessary (any such acquisition, a “Limited Conditionality Acquisition”) as to which conditions (i) through (iii) below shall not apply) no Incremental Commitments shall become effective as of the applicable Increased Amount Date; provided that unless: (i) no Default or Event of Default shall exist have occurred and be continuing on the date of effectiveness thereof, both immediately prior to and immediately after giving effect (including pro forma effect) to such Incremental Commitments and the making of Loans and issuance of Letters of Credit thereunder to be made on such Increased Amount Date before date; (ii) on the date of effectiveness thereof, the representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct in all material respects (or, if qualified by materiality or “Material Adverse Effect”, in all respects) on and as of such date; (iii) after giving effect to such New Loan Commitments, as applicable; (ii) both before Incremental Commitments and after giving effect to the making of Loans and other extensions of credit thereunder to be made on the date of effectiveness thereof (and assuming, in the case of any Series Incremental Revolving Commitments to be made on the date of New Term Loans or New effectiveness thereof, that such Incremental Revolving Loans, each Commitments are fully drawn but excluding the proceeds of any such Incremental Commitments for purposes of netting cash and Permitted Investments in the calculation of the conditions Total Net Leverage Ratio), the Borrower shall be in pro forma compliance with the financial covenants set forth in Section 7 shall be satisfied; (iii) the New Loan Commitments shall be effected pursuant to one or more Joinder Agreements executed and delivered by the Borrower and Administrative Agent, and each of which shall be recorded in the Register and shall be subject to the requirements set forth in Section 5.4(d); 6.11; (iv) the Borrower shall make any payments required to be made pursuant to Section 2.11 2.16 in connection with such Incremental Commitments and the New Loan Commitments, as applicable; and related transactions under this Section; (v) the Administrative Agent shall have received documents and opinions consistent with those delivered on the Effective Date as to the organizational power and authority of the Borrower to borrower hereunder after giving effect to such increase; (vi) any new Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request and (2) in the case of any Incremental Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Act; and (vii) the other conditions, if any, set forth in the applicable Incremental Facility Agreement are satisfied; provided further that no Incremental Term Loans in respect of a Limited Conditionality Acquisition shall become effective unless (1) as of the date of execution of the definitive acquisition documentation in respect of such Limited Conditionality Acquisition (the “Limited Conditionality Acquisition Agreement”) by the parties thereto, no Default or Event of Default shall have occurred and be continuing or would result from entry into the Limited Conditionality Acquisition Agreement, (2) as of the date of the borrowing of such Incremental Term Loans, no Event of Default under clauses (a), (b), (h), (i) or (j) of Article VII is in existence immediately before or after giving effect (including on a pro forma basis) to such borrowing and to any concurrent transactions and any substantially concurrent use of proceeds thereof, (3) the representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct in all material respects (or, in the case of any representation or warranty qualified by materiality or Material Adverse Effect, in all respects) as of the date of execution of the applicable Limited Conditionality Acquisition Agreement by the parties thereto, (4) as of the date of the borrowing of such Incremental Term Loans, customary “Sungard” representations and warranties (with such representations and warranties to be reasonably determined by the Lenders providing such Incremental Term Loans) shall be true and correct in all material respects (or, in the case of any representation or warranty qualified by materiality or Material Adverse Effect, in all respects) immediately prior to, and after giving effect to, the incurrence of such Incremental Term Loans and (5) as of the date of execution of the related Limited Conditionality Acquisition Agreement by the parties thereto, the Borrower shall deliver be in pro forma compliance with the financial covenants set forth in Section 6.11. Each Incremental Facility Agreement may, without the consent of any Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or cause appropriate, in the opinion of the Administrative Agent, to be delivered give effect to the provisions of this Section and no consent of any legal opinions Lender (other than the Lenders participating in the increase or other documents reasonably requested by Administrative Agent in connection with any such transaction. Any New Incremental Term Loans made on an Increased Amount Date Loan) shall be designated, a separate series (a “Series”) of New required for any increase in Commitments or Incremental Term Loans for all purposes of Loan pursuant to this AgreementSection 2.20. (bd) On Upon the effectiveness of an Incremental Commitment of any Increased Amount Date on which New Incremental Lender, (i) such Incremental Lender shall be deemed to be a “Lender” (and a Lender in respect of Commitments and Loans of the applicable Class) hereunder, and henceforth shall be entitled to all the rights of, and benefits accruing to, Lenders (or Lenders in respect of Commitments and Loans of the applicable Class) hereunder and shall be bound by all agreements, acknowledgements and other obligations of Lenders (or Lenders in respect of Commitments and Loans of the applicable Class) hereunder (it being understood that such Incremental Lender shall deliver the documentation required under Section 2.17(f) to the Administrative Agent and the Borrower) and under the other Loan Documents, and (ii) in the case of any Incremental Revolving Credit Commitment, (A) such Incremental Revolving Commitment shall constitute (or, in the event such Incremental Lender already has a Commitment, shall increase) the Revolving Commitment of such Incremental Lender and (B) the total Revolving Commitments are effectedshall be increased by the amount of such Incremental Revolving Commitment, in each case, subject to further increase or reduction from time to time as set forth in the satisfaction definition of the foregoing terms and conditionsterm “Revolving Commitment.” For the avoidance of doubt, (a) each upon the effectiveness of any Incremental Revolving Commitment, the Revolving Credit Exposure of the Lenders Incremental Revolving Lender holding such Revolving Commitment, and the Applicable Percentage of all the Lenders, shall automatically be adjusted to give effect thereto. (e) On the date of effectiveness of any Incremental Revolving Commitments, each Lender with a Revolving Credit Commitments Commitment (immediately prior to giving effect to such Incremental Revolving Commitments) shall assign to each Incremental Revolving Lender with a New holding such Incremental Revolving Credit Commitment (eachCommitment, a “New Revolving Loan Lender”) and each of the New such Incremental Revolving Loan Lenders Lender shall purchase from each of the Lenders with Revolving Credit Commitmentssuch Lender, at the principal amount thereof and in the applicable currency(ies(together with accrued interest), such interests in the Revolving Loans and participations in Letters of Credit Loans outstanding on such Increased Amount Date date as shall be necessary in order that, after giving effect to all such assignments and purchases, the Revolving such Loans and participations in Letters of Credit Loans will be held by existing all the Lenders with Revolving Credit Lenders and New Revolving Loan Lenders Commitments ratably in accordance with their Revolving Credit Commitments Applicable Percentages after giving effect to the addition effectiveness of such New Incremental Revolving Credit Commitments to the Revolving Credit Commitments, (b) each New Revolving Credit Commitment shall be deemed for all purposes a Revolving Credit Commitment and each Loan made thereunder (a “New Revolving Loan”) shall be deemed, for all purposes, a Revolving Credit Loan and (c) each New Revolving Loan Lender shall become a Lender with respect to the New Revolving Credit Commitment and all matters relating theretoCommitment. (cf) On any Increased Amount Date on which any New Term Loan Commitments of any Series are effective, subject Subject to the satisfaction of the foregoing terms and conditionsconditions set forth herein and in the applicable Incremental Facility Agreement, (i) each Lender with a New holding an Incremental Term Loan Commitment (each, a “New Term Loan Lender”) of any Series shall make a Loan loan to the Borrower (a “New Term Loan”) in an amount equal to its New such Incremental Term Loan Commitment of on the date specified in such Series, and (ii) each New Term Loan Lender of any Series shall become a Lender hereunder with respect to the New Term Loan Commitment of such Series and the New Term Loans of such Series made pursuant theretoIncremental Facility Agreement. (dg) The terms and provisions of Administrative Agent shall notify the New Term Loans and New Term Loan Commitments of any Series shall be, except as otherwise set forth herein or in the applicable Joinder Agreement, identical to one or more Classes of the existing Initial Term Loans; provided that (i) the applicable New Term Loan Maturity Date of each Series shall be no earlier than the Initial Term Loan Maturity Date and mandatory prepayment and other payment rights (other than scheduled amortization) of the New Term Loans and the existing Initial Term Loans shall be identical, (ii) the rate of interest and the amortization schedule applicable to the New Term Loans of each Series shall be determined Lenders promptly upon receipt by the Borrower and the applicable new Lenders and shall be set forth in each applicable Joinder Agreement; provided that the weighted average life to maturity of all New Term Loans shall be no shorter than the weighted average life to maturity of the Initial Term Loans and (iii) all other terms applicable to the New Term Loans of each Series that differ from the existing Initial Term Loans shall be reasonably acceptable to the Administrative Agent of any notice from the Borrower referred to in paragraph (as evidenced by its execution a) above and of the applicable Joinder Agreement). The terms and provisions effectiveness of any Incremental Commitments, in each case advising the Lenders of the New details thereof and, in the case of effectiveness of any Incremental Revolving Loans Commitments, of the Applicable Percentages of the Lenders after giving effect thereto and New Revolving Credit Commitments shall of the assignments required to be identical made pursuant to the Revolving Credit Loans and the Revolving Credit Commitments. paragraph (e) Each Joinder Agreement may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Credit Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provision of this Section 2.14above.

Incremental Facilities. (a) The At any time or from time to time after the Second Restatement Effective Date, Parent Borrower may by written notice to the Syndication Agent and Administrative Agent elect to request (A) prior to the Latest Maturity Date of any Loan hereunder, one or more increases to the existing Revolving Commitments of any Class (any such increase, the “New Revolving Loan Commitments”) and/or (B) prior to the Latest Maturity Date of any Loan hereunder, the establishment of one or more new term loan commitments (x) additional tranches of term loans (the commitments thereto, the “New Term Loan Commitments”) and/or (y) increases in Revolving Credit Commitments (the “New Revolving Credit Commitments” and, together with the New Term Loan Commitments, the “New Loan Commitments”), by an aggregate amount not in excess of the Maximum Incremental Facilities Amount greater of (x) $300,000,000 and (y) the amount of New Term Loan Commitments and/or New Revolving Loan Commitments such that the Senior Secured Leverage Ratio shall be no greater than 3.50 to 1.00 as of the end of the Test Period most recently ended after giving pro forma effect to such New Term Loan Commitments and/or New Revolving Loan Commitments (and, in each case, with respect to any New Revolving Loan Commitment, assuming a borrowing of the maximum amount of Loans available under such New Revolving Loan Commitment and any New Revolving Loan Commitments previously made pursuant to this Section 2.23). Each New Revolving Loan Commitment or New Term Loan Commitment shall be in an aggregate and principal amount that is not less than $100,000,000 50,000,000 individually (or such lesser amount as (x) may which shall be approved by the Administrative Agent or (y) shall constitute such lesser amount if such amount represents all remaining availability under the difference between limit set forth in the Maximum Incremental Facilities Amount preceding sentence), and all such New Loan Commitments obtained on or prior to such date)integral multiples of $5,000,000 in excess of that amount. Each such notice shall specify (A) the date (each, an “Increased Amount Date”) on which the Parent Borrower proposes that the New Revolving Loan Commitments or New Term Loan Commitments, as applicable, shall be effective, which shall be a date not less than ten Business Days after effective and (B) the date on which such notice is delivered to the Administrative Agent. The Borrower may approach any identity of each Lender or any other Person that is an Eligible Assignee (other than each, a natural person“New Revolving Loan Lender” or “New Term Loan Lender,” as applicable) to provide all or a whom Parent Borrower proposes any portion of the such New Revolving Loan Commitments or New Term Loan Commitments, as applicable, be allocated and the amounts of such allocations; provided that any Lender offered or approached to provide all or a portion of the New Revolving Loan Commitments or New Term Loan Commitments may elect or decline, in its sole discretion, to provide a New Revolving Loan Commitment or a New Term Loan Commitment. In each case, such Such New Revolving Loan Commitments or New Term Loan Commitments shall become effective effective, as of the applicable such Increased Amount Date; provided that (i1) no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such New Revolving Loan Commitments or New Term Loan Commitments, as applicable; (ii2) both before and after giving effect to the making of any Series of New Term Loans or effectiveness of New Revolving LoansLoan Commitments, each of the conditions set forth in Section 7 3.2(a) shall be satisfied; (iii3) Parent Borrower and its Subsidiaries shall be in pro forma compliance with the covenant set forth in Section 6.7(b) as of the last day of the most recently ended Fiscal Quarter for which a Compliance Certificate has been (or was required to have been) delivered to Administrative Agent pursuant to Section 5.1(c) after giving effect to such New Revolving Loan Commitments or New Term Loan Commitments (and with respect to any New Revolving Loan Commitment, assuming a borrowing of the maximum amount of New Revolving Loans available under such New Revolving Loan Commitment), as applicable; (4) the New Revolving Loan Commitments or New Term Loan Commitments shall be effected pursuant to one or more Joinder Agreements executed and delivered by Parent Borrower, the Borrower New Revolving Loan Lender or New Term Loan Lender, as applicable, and Administrative Agent, and each of which shall be recorded in the Register Register, and each New Revolving Loan Lender and New Term Loan Lender shall be subject to the requirements set forth in Section 5.4(dSections 2.20(e), (f) and (h); (iv5) the Parent Borrower shall make any payments required pursuant to Section 2.11 2.18(c) in connection with the New Revolving Loan Commitments or New Term Loan Commitments, as if applicable; and (v6) the Parent Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by Administrative Agent in connection with any such transaction. Any New Term Loans made on an Increased Amount Date shall be designated, designated a separate series (a “Series”) of New Term Loans for all purposes of this Agreement. (b) On any Increased Amount Date on which New Revolving Credit Loan Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (a) each of the Revolving Lenders with Revolving Credit Commitments of the applicable Class shall assign to each Lender with a New Revolving Credit Commitment (each, a “of the New Revolving Loan Lender”) Lenders, and each of the New Revolving Loan Lenders shall purchase from each of the Revolving Lenders with Revolving Credit Commitmentsof the applicable Class, at the principal amount thereof and in the applicable currency(ies)thereof, such interests in the Revolving Credit Loans of the applicable Class outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans of the Revolving Credit Loans applicable Class will be held by existing Revolving Credit Lenders of the applicable Class and New Revolving Loan Lenders ratably in accordance with their Revolving Credit Loan Commitments of the applicable Class after giving effect to the addition of such New Revolving Credit Loan Commitments to the Revolving Credit CommitmentsCommitments of the applicable Class, (b) each New Revolving Credit Loan Commitment shall be deemed for all purposes a Revolving Credit Loan Commitment of the applicable Class and each Loan made thereunder (a “New Revolving Loan”) shall be deemed, for all purposes, a Revolving Credit Loan of the applicable Class and (c) each New Revolving Loan Lender shall become a Lender with respect to the New Revolving Credit Loan Commitment and all matters relating thereto. Administrative Agent and the Lenders hereby agree that the minimum borrowing and prepayment requirements in Section 2.2 and 2.13 of this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence. (c) On any Increased Amount Date on which any New Term Loan Commitments of any Series are effective, subject to the satisfaction of the foregoing terms and conditions, (i) each Lender with a New Term Loan Commitment (each, a “New Term Loan Lender”) Lender of any Series shall make a Loan to the Parent Borrower (a “New Term Loan”) in an amount equal to its New Term Loan Commitment of such Series, and (ii) each New Term Loan Lender of any Series shall become a Lender hereunder with respect to the New Term Loan Commitment of such Series and the New Term Loans of such Series made pursuant thereto. (d) Administrative Agent shall notify Lenders promptly upon receipt of Parent Borrower’s notice of each Increased Amount Date and in respect thereof (y) the New Revolving Loan Commitments and the New Revolving Loan Lenders or the Series of New Term Loan Commitments and the New Term Loan Lenders of such Series, as applicable, and (z) in the case of each notice to any Revolving Lender, the respective interests in such Revolving Lender’s Revolving Loans, in each case subject to the assignments contemplated by this Section. (e) The terms and provisions of the New Term Loans and New Term Loan Commitments of any Series shall bebe as agreed between Parent Borrower and the New Term Loan Lenders providing such New Term Loans and New Term Loan Commitments, and except as otherwise set forth herein herein, to the extent not substantially similar to or in less favorable to such New Term Loan Lenders than the Tranche B Term Loans shall be reasonably satisfactory to Administrative Agent. The terms and provisions of the New Revolving Loans shall be identical to the Revolving Loans of the applicable Joinder AgreementClass. The proceeds of any Revolving Loans borrowed on the Increased Amount Date for any New Revolving Loan Commitments shall not be used to refinance, identical redeem, retire, defease or otherwise make any payment on unsecured Indebtedness of Holdings or any of its Subsidiaries (other than working capital revolving credit facilities), nor shall such Revolving Loans be made in exchange for any such unsecured Indebtedness (other than working capital revolving credit facilities). In any event (i) the Weighted Average Life to one or more Classes Maturity of all New Term Loans of any Series shall be no shorter than the Weighted Average Life to Maturity of the existing Initial Tranche B Terms Loans (except by virtue of amortization or prepayment of the Tranche B Term Loans; provided that Loans prior to the time of such incurrence), (iii) the applicable New Term Loan Maturity Date of each Series shall be no earlier than the Initial Term Loan Maturity Date and mandatory prepayment and other payment rights (other than scheduled amortization) latest of the New Term final maturity of (x) the Revolving Loans and (y) the existing Initial Tranche B Term Loans shall be identicalLoans, (iiiii) the rate of interest and the amortization schedule yield applicable to the New Term Loans of each Series shall be determined by the Parent Borrower and the applicable new Lenders and shall be set forth in each applicable Joinder Agreement; provided provided, however that the weighted average life to maturity of all New Term Loans shall be no shorter than the weighted average life to maturity of the Initial Term Loans and (iii) all other terms Effective Yield applicable to the New Term Loans shall not be greater than the Effective Yield as amended through the date of each Series that differ from such calculation with respect to the existing Initial Tranche B Term Loans plus 0.50% per annum unless the interest rate with respect to the Tranche B Term Loans is increased so as to cause the then applicable Effective Yield under this Agreement on the Tranche B Term Loans (including any upfront or similar fees or original issue discount paid and payable to the initial Lenders hereunder) to equal the Effective Yield then applicable to the New Term Loans (after giving effect to all upfront or similar fees or original issue discount payable with respect to such New Term Loans) minus 0.50% and (iv) the proceeds of the New Term Loans shall not be reasonably acceptable used to the Administrative Agent (as evidenced by refinance, redeem, retire, defease or otherwise make any payment on unsecured Indebtedness of Holdings or any of its execution of the applicable Joinder Agreement). The terms and provisions of Subsidiaries, nor shall the New Revolving Term Loans and New Revolving Credit Commitments shall be identical to the Revolving Credit Loans and the Revolving Credit Commitments. (e) made in exchange for any such unsecured Indebtedness. Each Joinder Agreement may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Credit Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, Agent and Parent Borrower to effect the provision of this Section 2.142.23, and for the avoidance of doubt, this Section 2.23 shall supersede any provisions in Section 2.17 or 10.5 to the contrary.

Incremental Facilities. (a) The At any time and from time to time following the Restatement Effective Date, the Borrower may by written notice to the Administrative Agent elect to request the establishment of one or more (x) additional tranches of term loans (the commitments thereto, the “New Term Loan Commitments”) and/or (y) increases in Revolving Credit Commitments (the “New Revolving Credit Commitments” and, together with the New Term Loan Commitments, the “New Loan Commitments”), by an aggregate amount not in excess of the Maximum Incremental Facilities Amount in the aggregate and not less than $100,000,000 individually (or such lesser amount as (x) may be approved by the Administrative Agent or (y) shall constitute the difference between the Maximum Incremental Facilities Amount and all such New Loan Commitments obtained on or prior to such date). Each such notice shall specify the date (each, an “Increased Amount Date”) on which the Borrower proposes that the New Loan Commitments shall be effective, which shall be a date not less than ten five Business Days after the date on which such notice is delivered to the Administrative Agent. The Borrower may approach any Lender or any Person (other than a natural person) to provide all or a portion of the New Loan Commitments; provided that any Lender offered or approached to provide all or a portion of the New Loan Commitments may elect or decline, in its sole discretion, to provide a New Loan Commitment. In each case, such New Loan Commitments shall become effective as of the applicable Increased Amount Date; provided that (i) no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such New Loan Commitments, as applicable; (ii) both before and after giving effect to the making of any Series of New Term Loans or New Revolving Loans, each the Outstanding Amount shall not exceed any of the conditions set forth then-applicable Borrowing Bases as reflected in the Borrowing Base Certificate most recently delivered pursuant to Section 7 shall be satisfied6.02(e); (iii) the New Loan Commitments shall be effected pursuant to one or more Joinder Agreements executed and delivered by the Borrower Borrower, the New Loan Lenders and the Administrative Agent, and each of which shall be recorded in the Register and shall be subject to the requirements set forth in Section 5.4(dSections 3.01(e) and (f); (iv) the Borrower shall make any payments required pursuant to Section 2.11 in connection with the New Loan Commitments, as applicable; and (viv) the Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transaction. Any New Term Loans made on an Increased Amount Date shall be designated, a separate series (a “Series”) Series of New Term Loans for all purposes of this Agreement. (b) On any Increased Amount Date on which New Revolving Credit Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (a) each of the Lenders with Revolving Credit Commitments shall assign to each Lender with a New Revolving Credit Commitment (each, a “New Revolving Loan Lender”) and each of the New Revolving Loan Lenders shall purchase from each of the Lenders with Revolving Credit Commitments, at the principal amount thereof and in the applicable currency(ies), such interests in the Revolving Credit Loans outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, the Revolving Credit Loans will be held by existing Revolving Credit Lenders and New Revolving Loan Lenders ratably in accordance with their Revolving Credit Commitments after giving effect to the addition of such New Revolving Credit Commitments to the Revolving Credit Commitments, (b) each New Revolving Credit Commitment shall be deemed for all purposes a Revolving Credit Commitment and each Loan made thereunder (a “New Revolving Loan”) shall be deemed, for all purposes, a Revolving Credit Loan and (c) each New Revolving Loan Lender shall become a Lender with respect to the New Revolving Credit Commitment and all matters relating thereto. (c) On any Increased Amount Date on which any New Term Loan Commitments of any Series are effective, subject to the satisfaction of the foregoing terms and conditions, (i) each Lender or other Person with a New Term Loan Commitment (each, a “New Term Loan Lender”) of any Series shall make a Loan to the Borrower (a “New Term Loan”) in an amount equal to its New Term Loan Commitment of such Series, and (ii) each New Term Loan Lender of any Series shall become a Lender hereunder with respect to the New Term Loan Commitment of such Series and the New Term Loans of such Series made pursuant thereto. (dc) The terms and provisions of the New Term Loans and New Term Loan Commitments of any Series shall be, except as otherwise set forth herein or in the applicable Joinder Agreement, identical to one or more Classes of the existing Initial Term Loans; provided that (i) the applicable New Term Loan Maturity Date of each Series shall be no earlier than the Initial Term Original Loan Maturity Date and mandatory prepayment and other payment rights (other than scheduled amortization) of the New Term Loans and the existing Initial Term Loans shall be identical, (ii) the rate of interest and the amortization schedule applicable to the New Term Loans of each Series shall be determined by the Borrower and the applicable new New Loan Lenders and shall be set forth in each applicable Joinder Agreement; provided that the weighted average life Weighted Average Life to maturity Maturity of all New Term Loans shall be no shorter than the weighted average life then remaining Weighted Average Life to maturity Maturity of the Initial Term Loans, (iii) in the event the Yield of the New Loans of any Series exceeds the Yield of the Initial Loans by more than 50 basis points, then the Applicable Rate for the Initial Loans shall be increased to the extent necessary so that the Yield for the Initial Loans shall be 50 basis points less than the Yield for the New Loans and (iiiiv) all other terms applicable to the New Term Loans of each Series that differ from the existing Loans, which terms may be materially different from the Initial Term Loans except as provided above, shall be reasonably acceptable to agreed between the Administrative Agent Borrower and the New Loan Lenders providing such New Loans (as evidenced by its execution of the applicable Joinder AgreementAgreement which shall set forth the terms of such New Loans). The terms and provisions of the New Revolving Loans and New Revolving Credit Commitments shall be identical to the Revolving Credit Loans and the Revolving Credit Commitments. (ed) Each Joinder Agreement may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Credit Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provision of this Section 2.142.13.

Incremental Facilities. (a) The Parent Borrower may may, from time to time after the Closing Date, upon notice by written notice the Parent Borrower to the Administrative Agent elect and the Person appointed by the Parent Borrower to arrange an incremental Facility (each, an “Incremental Credit Facility”) (such Person (who may be (i) the Administrative Agent, if it so agrees, or (ii) any other Person appointed by the Parent Borrower after consultation with the Administrative Agent), the “Incremental Arranger”) specifying the proposed Borrower (which may include a Co-Borrower), the proposed amount thereof and the proposed currency denomination thereof, request (i) an increase in the establishment Commitments under any Revolving Tranche (which shall be on the same terms as, and become part of, the Revolving Tranche proposed to be increased) (each, a “Revolving Credit Commitment Increase”), (ii) an increase in any Term Loan Tranche then outstanding (which shall be on the same terms as, and become part of, the Term Loan Tranche proposed to be increased hereunder (except as otherwise provided in clause (d) below with respect to amortization)) (each, a “Term Commitment Increase”), (iii) the addition of one or more new revolving credit facilities to the Facilities, in each case, in such currency or currencies as the Parent Borrower identifies in such notice (x) additional tranches of term loans (each, a “New Revolving Facility” and, any advance made by a Lender thereunder, a “New Revolving Loan”; and the commitments theretothereof, the “New Revolving Commitment”) and (iv) the addition of one or more new term loan facilities, in each case, in such currency or currencies as the Parent Borrower identifies in such notice (each, a “New Term Facility”; and any advance made by a Lender thereunder, a “New Term Loan”; and the commitments thereof, the “New Term Loan CommitmentsCommitment”) and/or (y) increases in Revolving Credit Commitments (the “New Revolving Credit Commitments” and, ; and together with the Revolving Credit Commitment Increase, the New Revolving Commitments and the Term Loan CommitmentsCommitment Increase, the “New Loan Commitments”), by an aggregate amount not in excess of the Maximum Incremental Facilities Amount in the aggregate and not less than $100,000,000 individually (or such lesser amount as (x) may be approved by the Administrative Agent or (y) shall constitute the difference between the Maximum Incremental Facilities Amount and all such New Loan Commitments obtained on or prior to such date). Each such notice shall specify the date (each, an “Increased Amount Date”) on which the Borrower proposes that the New Loan Commitments shall be effective, which shall be a date not less than ten Business Days after the date on which such notice is delivered to the Administrative Agent. The Borrower may approach any Lender or any Person (other than a natural person) to provide all or a portion of the New Loan Commitments; provided that any Lender offered or approached to provide all or a portion of the New Loan Commitments may elect or decline, in its sole discretion, to provide a New Loan Commitment. In each case, such New Loan Commitments shall become effective as of the applicable Increased Amount Date; provided that (i) no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such New Loan Commitments, as applicable; (ii) both before and after giving effect to the making of any Series of New Term Loans or New Revolving Loans, each of the conditions set forth in Section 7 shall be satisfied; (iii) the New Loan Commitments shall be effected pursuant to one or more Joinder Agreements executed and delivered by the Borrower and Administrative Agent, and each of which shall be recorded in the Register and shall be subject to the requirements set forth in Section 5.4(d); (iv) the Borrower shall make any payments required pursuant to Section 2.11 in connection with the New Loan Commitments, as applicable; and (v) the Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by Administrative Agent in connection with any such transaction. Any New Term Loans made on an Increased Amount Date shall be designated, a separate series (a “Series”) of New Term Loans for all purposes of this Agreement. (b) On any Increased Amount Date on which New Revolving Credit Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (a) each of the Lenders with Revolving Credit Commitments shall assign to each Lender with a New Revolving Credit Commitment (each, a “New Revolving Loan Lender”) and each of the New Revolving Loan Lenders shall purchase from each of the Lenders with Revolving Credit Commitments, at the principal amount thereof and in the applicable currency(ies), such interests in the Revolving Credit Loans outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, the Revolving Credit Loans will be held by existing Revolving Credit Lenders and New Revolving Loan Lenders ratably in accordance with their Revolving Credit Commitments after giving effect to the addition of such New Revolving Credit Commitments to the Revolving Credit Commitments, (b) each New Revolving Credit Commitment shall be deemed for all purposes a Revolving Credit Commitment and each Loan made thereunder (a “New Revolving Loan”) shall be deemed, for all purposes, a Revolving Credit Loan and (c) each New Revolving Loan Lender shall become a Lender with respect to the New Revolving Credit Commitment and all matters relating thereto. (c) On any Increased Amount Date on which any New Term Loan Commitments of any Series are effective, subject to the satisfaction of the foregoing terms and conditions, (i) each Lender with a New Term Loan Commitment (each, a “New Term Loan Lender”) of any Series shall make a Loan to the Borrower (a “New Term Loan”) ;) in an amount equal not to its New Term Loan Commitment of such Series, and (ii) each New Term Loan Lender of any Series shall become a Lender hereunder with respect to exceed the New Term Loan Commitment of such Series and the New Term Loans of such Series made pursuant thereto. (d) The terms and provisions of the New Term Loans and New Term Loan Commitments of any Series shall be, except as otherwise set forth herein or in the applicable Joinder Agreement, identical to one or more Classes of the existing Initial Term Loans; provided that (i) the applicable New Term Loan Maturity Date of each Series shall be no earlier than the Initial Term Loan Maturity Date and mandatory prepayment and other payment rights (other than scheduled amortization) of the New Term Loans and the existing Initial Term Loans shall be identical, (ii) the rate of interest and the amortization schedule applicable to the New Term Loans of each Series shall be determined by the Borrower and the applicable new Lenders and shall be set forth in each applicable Joinder Agreement; provided that the weighted average life to maturity of all New Term Loans shall be no shorter than the weighted average life to maturity of the Initial Term Loans and (iii) all other terms applicable to the New Term Loans of each Series that differ from the existing Initial Term Loans shall be reasonably acceptable to the Administrative Agent (as evidenced by its execution of the applicable Joinder Agreement). The terms and provisions of the New Revolving Loans and New Revolving Credit Commitments shall be identical to the Revolving Credit Loans and the Revolving Credit Commitments. (e) Each Joinder Agreement may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Credit Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provision of this Section 2.14.sum of:

Incremental Facilities. (a) The Borrower may by written notice to Administrative Agent elect to request the establishment of one or more (x) additional tranches of term loans (the commitments thereto, the “New Term Loan Commitments”) and/or (y) increases in Revolving Credit Commitments (the “New Revolving Credit Commitments” and, together with the New Term Loan Commitments, the “New Loan Commitments”), by an aggregate amount not in excess of the Maximum Incremental Facilities Amount in the aggregate and not less than $100,000,000 10,000,000 individually (or such lesser amount as (x) may be approved by the Administrative Agent or (y) shall constitute the difference between the Maximum Incremental Facilities Amount and all such New Term Loan Commitments obtained on or prior to such date). Each such notice shall specify the date (each, an “Increased Amount Date”) on which the Borrower proposes that the New Term Loan Commitments shall be effective. In connection with the incurrence of any Indebtedness under this Section 2.14, which at the request of the Administrative Agent, the Borrower shall be a date not less than ten Business Days after the date on which such notice is delivered provide to the Administrative AgentAgent a certificate certifying that the New Term Loan Commitments do not exceed the Maximum Incremental Facilities Amount, which certificate shall be in reasonable detail and shall provide the calculations and basis therefor. The Borrower may approach any Lender or any Person (other than a natural personPerson) to provide all or a portion of the New Term Loan Commitments; provided that any Lender offered or approached to provide all or a portion of the New Term Loan Commitments may elect or decline, in its sole discretion, to provide a New Term Loan Commitment. In each case, such New Term Loan Commitments shall become effective as of the applicable Increased Amount Date; provided that (i) no Default or Event of Default (except in connection with an acquisition or investment, no Event of Default under Section 11.1 or Section 11.5) shall exist on such Increased Amount Date before or after giving effect to such New Term Loan Commitments, as applicable (unless, in connection with an acquisition or investment subject to customary “Sungard” or “certain funds” conditionality, otherwise agreed to by the Lenders providing such Incremental Loans), as applicable; , (ii) both before and after giving effect to the making of any Series of New Term Loans or New Revolving Loans, each of the conditions set forth in Section 7 shall be satisfied; (iii) the New Loan Commitments shall be effected pursuant to one or more Joinder Agreements executed and delivered by the Borrower and Administrative Agent, and each of which shall be recorded in the Register and shall be subject to the requirements set forth in Section 5.4(d5.4(e); , and (iviii) the Borrower shall make any payments required pursuant to Section 2.11 in connection with the New Term Loan Commitments, as applicable; and (v) the Borrower . No Lender shall deliver or cause have any obligation to be delivered provide any legal opinions or other documents reasonably requested by Administrative Agent in connection with any such transactionCommitments pursuant to this Section 2.14(a). Any New Term Loans made on an Increased Amount Date shall be designated, designated a separate series (a “Series”) of New Term Loans for all purposes of this Agreement. (b) On any Increased Amount Date on which New Revolving Credit Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (a) each of the Lenders with Revolving Credit Commitments shall assign to each Lender with a New Revolving Credit Commitment (each, a “New Revolving Loan Lender”) and each of the New Revolving Loan Lenders shall purchase from each of the Lenders with Revolving Credit Commitments, at the principal amount thereof and in the applicable currency(ies), such interests in the Revolving Credit Loans outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, the Revolving Credit Loans will be held by existing Revolving Credit Lenders and New Revolving Loan Lenders ratably in accordance with their Revolving Credit Commitments after giving effect to the addition of such New Revolving Credit Commitments to the Revolving Credit Commitments, (b) each New Revolving Credit Commitment shall be deemed for all purposes a Revolving Credit Commitment and each Loan made thereunder (a “New Revolving Loan”) shall be deemed, for all purposes, a Revolving Credit Loan and (c) each New Revolving Loan Lender shall become a Lender with respect to the New Revolving Credit Commitment and all matters relating thereto.[Reserved] (c) On any Increased Amount Date on which any New Term Loan Commitments of any Series are effective, subject to the satisfaction of the foregoing terms and conditions, (i) each Lender with a New Term Loan Commitment (each, a “New Term Loan Lender”) of any Series shall make a Loan to the Borrower (a “New Term Loan”) in an amount equal to its New Term Loan Commitment of such Series, and (ii) each New Term Loan Lender of any Series shall become a Lender hereunder with respect to the New Term Loan Commitment of such Series and the New Term Loans of such Series made pursuant thereto. (d) The terms and provisions of the New Term Loans and New Term Loan Commitments of any Series shall be, except as otherwise be on terms and documentation set forth herein or in the applicable Joinder Agreement, identical to one or more Classes of Agreement as determined by the existing Initial Term LoansBorrower; provided that (i) the applicable New Term Loan Maturity Date of each Series shall be no earlier than the Initial Term Loan Maturity Date and mandatory prepayment and other payment rights (other than scheduled amortization) of the New Term Loans and the existing Initial Term Loans shall be identical, Date; (ii) the rate of interest and the amortization schedule applicable to the New Term Loans of each Series shall be determined by the Borrower and the applicable new Lenders and shall be set forth in each applicable Joinder Agreement; provided that the weighted average life to maturity of all New Term Loans shall be no shorter than the weighted average life to maturity of the Initial Term Loans and Loans, (iii) all other terms the pricing, interest rate margins, discounts, premiums, rate floors, fees, and amortization schedule applicable to any New Term Loans shall be determined by the Borrower and the Lenders thereunder; provided that solely in the case of New Term Loans incurred prior to the 18 month anniversary of the Closing Date, if the Effective Yield for LIBOR Loans in respect of such New Term Loans exceeds the Effective Yield for LIBOR Loans in respect of the Initial Term Loans by more than 0.50%, the Applicable Margin for LIBOR Loans in respect of the Initial Term Loans is equal to the Effective Yield for LIBOR Loans in respect of the New Term Loans of each Series that differ from minus 0.50%; and (iv) to the existing extent such terms and documentation are not consistent with the Initial Term Loans (except to the extent permitted by clause (i), (ii) or (iii) above), they shall be reasonably acceptable satisfactory to the Administrative Agent (as evidenced it being understood that, (1) to the extent that any financial maintenance covenant is added for the benefit of any such Indebtedness, no consent shall be required by its execution the Administrative Agent or any of the applicable Joinder Agreement). The terms and provisions Lenders if such financial maintenance covenant is also added for the benefit of any corresponding Loans remaining outstanding after the issuance or incurrence of such Indebtedness or (2) no consent shall be required by the Administrative Agent or any of the New Revolving Loans and New Revolving Credit Commitments shall be identical to Lenders if any covenants or other provisions are only applicable after the Revolving Credit Loans and the Revolving Credit CommitmentsLatest Term Loan Maturity Date). (e) [Reserved] (f) Each Joinder Agreement may, without the consent of any other Lenders, effect such technical and corresponding amendments to this Agreement and the other Credit Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provision of this Section 2.14. (i) The Borrower may at any time and from time to time request that all or a portion of the Term Loans of any Class (an “Existing Term Loan Class”) be converted to extend the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of such Term Loans (any such Term Loans which have been so converted, “Extended Term Loans”) and to provide for other terms consistent with this Section 2.14(g). In order to establish any Extended Term Loans, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Term Loan Class which such request shall be offered equally to all such Lenders) (a “Term Loan Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established, which shall not be materially more restrictive to the Credit Parties (as determined in good faith by the Borrower), when taken as a whole, than the terms of the Term Loans of the Existing Term Loan Class unless (x) the Lenders of the Term Loans of such applicable Existing Term Loan Class receive the benefit of such more restrictive terms or (y) any such provisions apply after the Initial Term Loan Maturity Date (a “Permitted Other Provision”); provided, however, that (x) the scheduled final maturity date shall be extended and all or any of the scheduled amortization payments of principal of the Extended Term Loans may be delayed to later dates than the scheduled amortization of principal of the Term Loans of such Existing Term Loan Class (with any such delay resulting in a corresponding adjustment to the scheduled amortization payments reflected in Section 2.5 or in the Joinder Agreement, as the case may be, with respect to the Existing Term Loan Class from which such Extended Term Loans were converted, in each case as more particularly set forth in paragraph (iv) of this Section 2.14(g) below), (y) (A) the interest margins with respect to the Extended Term Loans may be higher or lower than the interest margins for the Term Loans of such Existing Term Loan Class and/or (B) additional fees, premiums or AHYDO payments may be payable to the Lenders providing such Extended Term Loans in addition to or in lieu of any increased margins contemplated by the preceding clause (A), in each case, to the extent provided in the applicable Extension Amendment and to the extent that any Permitted Other Provision (including a financial maintenance covenant) is added for the benefit of any such Indebtedness, no consent shall be required by the Administrative Agent or any of the Lenders if such Permitted Other Provision is also added for the benefit of any corresponding Loans remaining outstanding after the issuance or incurrence of such Indebtedness or if such Permitted Other Provision applies only after the Initial Term Loan Maturity Date. Notwithstanding anything to the contrary in this Section 2.14 or otherwise, no Extended Term Loans may be optionally prepaid prior to the date on which the Existing Term Loan Class from which they were converted is repaid in full, except in accordance with the last sentence of Section 5.1(a). No Lender shall have any obligation to agree to have any of its Term Loans of any Existing Term Loan Class converted into Extended Term Loans pursuant to any Extension Request. Any Extended Term Loans of any Extension Series shall constitute a separate Class of Term Loans from the Existing Term Loan Class from which they were converted. (ii) [Reserved] (iii) Any Lender (an “Extending Lender”) wishing to have all or a portion of its Loans converted into Extended Term Loans, shall notify the Administrative Agent (an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Loans of the Existing Class or Existing Classes subject to such Extension Request that it has elected to convert into Extended Term Loans. In the event that the aggregate amount of Loans of the Existing Class or Existing Classes subject to Extension Elections exceeds the amount of Extended Term Loans requested pursuant to the Extension Request, Loans of the Existing Class or Existing Classes subject to Extension Elections shall be converted to Extended Term Loans on a pro rata basis based on the amount of Loans included in each such Extension Election. (iv) Extended Term Loans shall be established pursuant to an amendment (an “Extension Amendment”) to this Agreement (which, except to the extent expressly contemplated by the penultimate sentence of this Section 2.14(g)(iv) and notwithstanding anything to the contrary set forth in Section 13.1, shall not require the consent of any Lender other than the Extending Lenders with respect to the Extended Term Loans established thereby) executed by the Credit Parties, the Administrative Agent and the Extending Lenders. No Extension Amendment shall provide for any tranche of Extended Term Loans in an aggregate principal amount that is less than $10,000,000. In addition to any terms and changes required or permitted by Section 2.14(g)(i), each Extension Amendment may, but shall not be required to, impose additional requirements (not inconsistent with the provisions of this Agreement in effect at such time) with respect to the final maturity and weighted average life to maturity of New Term Loans incurred following the date of such Extension Amendment. Notwithstanding anything to the contrary in this Section 2.14(g) and without limiting the generality or applicability of Section 13.1 to any Section 2.14 Additional Amendments, any Extension Amendment may provide for additional terms and/or additional amendments other than those referred to or contemplated above (any such additional amendment, a “

Incremental Facilities. (a) The Parent Borrower on behalf of the Borrowers may by written notice to the Administrative Agent elect to request the establishment of one or more (x) additional tranches of term loans (the commitments thereto, the “New Term Loan Commitments”) and/or (y) increases in Revolving Credit Tranche A Commitments (the “New Revolving Credit Commitments” and, together with the New Term Loan Commitments, the “New Loan Commitments”), by an aggregate amount not in excess of the Maximum Incremental Facilities Amount in the aggregate from the Closing Date and not less than $100,000,000 50,000,000 individually (or such lesser individual amount as (x) may be approved by the Administrative Agent or (y) shall constitute the difference between all remaining available amounts under the Maximum Incremental Facilities Amount and all such New Loan Commitments obtained on or prior to such date). Each such notice shall specify the date (each, an “Increased Amount Date”) on which the Parent Borrower proposes that the New Loan Revolving Credit Commitments shall be effective, which shall be a date not less than ten Business Days after the date on which such notice is delivered to the Administrative Agent. The Parent Borrower may approach any Lender or any other Person (other than a natural person) with the consent of the Administrative Agent (such consent not to be unreasonably withheld) to provide all or a portion of the New Loan Revolving Credit Commitments; provided that any Lender offered or approached to provide all or a portion of the New Loan Revolving Credit Commitments may elect or decline, in its sole discretion, to provide a New Loan Revolving Credit Commitment. In each case, such New Loan Revolving Credit Commitments shall become effective as of the applicable Increased Amount Date; provided that (i) no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such New Loan Revolving Credit Commitments, as applicable; (ii) both before and after giving effect to the making of any Series of New Term Loans or New Revolving Credit Loans, each of the conditions set forth in Section 7 shall be satisfied; (iii) the New Loan Revolving Credit Commitments shall be effected pursuant to one or more Joinder Agreements executed and delivered by the Borrower Borrowers and Administrative Agent, and each of which shall be recorded in the Register and shall be subject to the requirements set forth in Section 5.4(d5.4(e); (iv) the Parent Borrower on behalf of the Borrowers shall make any payments required pursuant to Section 2.11 in connection with the New Loan Revolving Credit Commitments, as applicable; and (v) the Parent Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by Administrative Agent in connection with any such transaction. Any New Term Revolving Loans made on an Increased Amount Date shall be designated, a separate series (a “Series”) of New Term Loans Revolving Credit for all purposes of this Agreement. (b) On any Increased Amount Date on which New Revolving Credit Loan Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (a) each of the Lenders with Revolving Credit Tranche A Commitments shall assign to each Lender with a New Revolving Credit Commitment (each, a “New Revolving Loan Lender”) and each of the New Revolving Loan Lenders shall purchase from each of the Lenders with Revolving Credit Tranche A Commitments, at the principal amount thereof and in the applicable currency(ies(together with accrued interest), such interests in the Revolving Credit Tranche A Loans outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, the Revolving Credit such Tranche A Loans will be held by existing Revolving Credit Tranche A Lenders and New Revolving Loan Lenders ratably in accordance with their Revolving Credit Tranche A Commitments after giving effect to the addition of such New Revolving Credit Commitments to the Revolving Credit Tranche A Commitments, (b) each New Revolving Credit Commitment shall be deemed for all purposes a Revolving Credit Tranche A Commitment and each Loan made thereunder (a “New Revolving Loan”) shall be deemed, for all purposes, a Revolving Credit Tranche A Loan and (c) each New Revolving Loan Lender shall become a Lender with respect to the New Revolving Credit Loan Commitment and all matters relating thereto. For avoidance of doubt, on and after any Increased Amount Date, no Lender shall be required to incur Revolving Credit Exposure in excess of such Lender’s Revolving Credit Commitment as of the day immediately preceding such Increased Amount Date unless, and then only to the extent, that such Lender has issued a New Revolving Credit Commitment effective as of such Increased Amount Date. Notwithstanding anything to the contrary contained herein, (x) to the extent the first $100,000,000 of the Maximum Incremental Facilities Amount, or any portion thereof, shall comprise New Revolving Credit Commitments to be obtained by the Parent Borrower pursuant to this Section 2.14, such New Revolving Credit Commitments (and corresponding New Revolving Loans) shall not be permitted to be obtained hereunder unless the Consolidated Senior Secured Debt to Consolidated EBITDA Ratio, on a Pro Forma basis after giving effect to the incurrence of such Indebtedness, shall be no greater than 4.25 to 1.00 on the date of such incurrence (based on the Consolidated EBITDA as of the most recent Test Period); and (y) with respect to all remaining New Revolving Credit Commitments to be obtained by the Parent Borrower pursuant to this Section 2.14, such New Revolving Credit Commitments (and corresponding New Revolving Loans) shall not be permitted to be obtained hereunder unless the Consolidated Senior Secured Debt to Consolidated EBITDA Ratio, on a Pro Forma basis after giving effect to the incurrence of such Indebtedness, shall be no greater than 4.00 to 1.00 on the date of such incurrence (based on the Consolidated EBITDA as of the most recent Test Period). (c) On any Increased Amount Date on which any New Term Loan Commitments of any Series are effective, subject to the satisfaction of the foregoing terms and conditions, (i) each Lender with a New Term Loan Commitment (each, a “New Term Loan Lender”) of any Series shall make a Loan to the Borrower (a “New Term Loan”) in an amount equal to its New Term Loan Commitment of such Series, and (ii) each New Term Loan Lender of any Series shall become a Lender hereunder with respect to the New Term Loan Commitment of such Series and the New Term Loans of such Series made pursuant thereto[Reserved]. (d) The terms and provisions of the New Term Loans and New Term Loan Commitments of any Series shall be, except as otherwise set forth herein or in the applicable Joinder Agreement, identical to one or more Classes of the existing Initial Term Loans; provided that (i) the applicable New Term Loan Maturity Date of each Series shall be no earlier than the Initial Term Loan Maturity Date and mandatory prepayment and other payment rights (other than scheduled amortization) of the New Term Loans and the existing Initial Term Loans shall be identical, (ii) the rate of interest and the amortization schedule applicable to the New Term Loans of each Series shall be determined by the Borrower and the applicable new Lenders and shall be set forth in each applicable Joinder Agreement; provided that the weighted average life to maturity of all New Term Loans shall be no shorter than the weighted average life to maturity of the Initial Term Loans and (iii) all other terms applicable to the New Term Loans of each Series that differ from the existing Initial Term Loans shall be reasonably acceptable to the Administrative Agent (as evidenced by its execution of the applicable Joinder Agreement). The terms and provisions of the New Revolving Loans and New Revolving Credit Commitments shall be be, except as otherwise set forth herein or in the applicable Joinder Agreement identical to the Revolving Credit existing Tranche A Loans and the Revolving Credit CommitmentsTranche A Commitment. (e) Each Joinder Agreement may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Credit Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provision of this Section 2.14.

Incremental Facilities. (a) The On one or more occasions at any time on or after the Effective Date, the Borrower may by written notice to the Administrative Agent elect to request (A) an increase to the existing aggregate Revolving Commitments (each such increase, a “Revolving Facility Increase”) and/or (B) an increase to the size of the existing Term Loan Facility and/or the establishment of one or more (x) additional tranches of incremental term loans (loan facilities to the commitments thereto, the “New Term Loan CommitmentsFacility (whether or not a separate tranche, an “Incremental Term Loan; each Incremental Term Loan is referred to individually as an “Incremental Term Facility” and together with any Revolving Facility Increase, collectively referred to as “Incremental Facilities”, and any such facility or commitment increase, individually, an “Incremental Facility”) and/or (y) increases in Revolving Credit Commitments (such that the “New Revolving Credit Commitments” andaggregate amount of the Facilities, together with the New Term Loan Commitments, the “New Loan Commitments”), by an aggregate amount not in excess of the Maximum Incremental Facilities Amount in the aggregate and not less than $100,000,000 individually (or such lesser amount as (x) may be approved by the Administrative Agent or (y) shall constitute the difference between the Maximum Incremental Facilities Amount and all such New Loan Commitments obtained on or prior to such date)Incremental Facilities, does not exceed at any time $4,000,000,000. Each such notice shall specify the date (each, an “Increased Amount Date”) on which the Borrower proposes that the New Loan Commitments such Incremental Facilities shall be effective, which shall be a date not less than ten five (5) Business Days (or such lesser number of days as the Administrative Agent shall agree) after the date on which such notice is delivered to the Administrative Agent. The Borrower may approach any Lender or any Person (other than a natural person) to provide all or a portion Administrative Agent, the Syndication Agent and/or their respective Affiliates shall use commercially reasonable efforts, with the assistance of the New Loan CommitmentsBorrower, to arrange a syndicate of Lenders or other Persons that are Eligible Assignees willing to hold the requested Incremental Facility; provided that (x) any Lender offered or approached to provide all or a portion of the New Loan Commitments any Incremental Facility may elect or decline, in its sole discretion, to provide a New participate in an Incremental Facility, and (y) any Lender or other Person that is an Eligible Assignee to whom any portion of such Incremental Facility shall be allocated (each, an “Incremental Revolving Lender” or “Incremental Term Loan Commitment. In each case, such New Loan Commitments shall become effective as of the applicable Increased Amount Date; provided that (i) no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such New Loan CommitmentsLender”, as applicable; (ii) both before and after giving effect to the making of any Series of New Term Loans or New Revolving Loans, each of the conditions set forth in Section 7 shall be satisfied; (iii) the New Loan Commitments shall be effected pursuant to one or more Joinder Agreements executed and delivered by the Borrower and Administrative Agent, and each of which shall be recorded in the Register and shall be subject to the requirements set forth in Section 5.4(d); (iv) the Borrower shall make any payments required pursuant to Section 2.11 in connection with the New Loan Commitments, as applicable; and (v) the Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by Administrative Agent in connection with any such transaction. Any New Term Loans made on an Increased Amount Date shall be designated, a separate series (a “Series”) approval of New Term Loans for all purposes of this Agreement. (b) On any Increased Amount Date on which New Revolving Credit Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (a) each of the Lenders with Revolving Credit Commitments shall assign to each Lender with a New Revolving Credit Commitment (each, a “New Revolving Loan Lender”) and each of the New Revolving Loan Lenders shall purchase from each of the Lenders with Revolving Credit Commitments, at the principal amount thereof and in the applicable currency(ies), such interests in the Revolving Credit Loans outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, the Revolving Credit Loans will be held by existing Revolving Credit Lenders and New Revolving Loan Lenders ratably in accordance with their Revolving Credit Commitments after giving effect to the addition of such New Revolving Credit Commitments to the Revolving Credit Commitments, (b) each New Revolving Credit Commitment shall be deemed for all purposes a Revolving Credit Commitment and each Loan made thereunder (a “New Revolving Loan”) shall be deemed, for all purposes, a Revolving Credit Loan and (c) each New Revolving Loan Lender shall become a Lender with respect to the New Revolving Credit Commitment and all matters relating thereto. (c) On any Increased Amount Date on which any New Term Loan Commitments of any Series are effective, subject to the satisfaction of the foregoing terms and conditions, (i) each Lender with a New Term Loan Commitment (each, a “New Term Loan Lender”) of any Series shall make a Loan to the Borrower (a “New Term Loan”) in an amount equal to its New Term Loan Commitment of such Series, and (ii) each New Term Loan Lender of any Series shall become a Lender hereunder with respect to the New Term Loan Commitment of such Series and the New Term Loans of such Series made pursuant thereto. (d) The terms and provisions of the New Term Loans and New Term Loan Commitments of any Series shall be, except as otherwise set forth herein or in the applicable Joinder Agreement, identical to one or more Classes of the existing Initial Term Loans; provided that (i) the applicable New Term Loan Maturity Date of each Series shall be no earlier than the Initial Term Loan Maturity Date and mandatory prepayment and other payment rights (other than scheduled amortization) of the New Term Loans and the existing Initial Term Loans shall be identical, (ii) the rate of interest and the amortization schedule applicable to the New Term Loans of each Series shall be determined by the Borrower and the applicable new Lenders and shall be set forth in each applicable Joinder Agreement; provided that the weighted average life to maturity of all New Term Loans shall be no shorter than the weighted average life to maturity of the Initial Term Loans and (iii) all other terms applicable to the New Term Loans of each Series that differ from the existing Initial Term Loans shall be reasonably acceptable to the Administrative Agent (as evidenced by its execution of the applicable Joinder Agreementsuch approval not to be unreasonably withheld or delayed). The terms and provisions of the New Revolving Loans and New Revolving Credit Commitments shall be identical to the Revolving Credit Loans and the Revolving Credit Commitments. (e) Each Joinder Agreement may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Credit Documents as may be necessary or appropriateand, in the opinion case of the Administrative Agenta Revolving Facility Increase, each Issuing Bank (which approvals shall not be unreasonably withheld), to effect the provision of this extent required by Section 2.149.04(b).

Incremental Facilities. (a) The US Borrower may by written notice to the Administrative Agent elect to request the establishment of one or more (x) additional tranches of term loans new Tranche H Term Loan Commitments (the commitments thereto, the “New Tranche H Term Loan Commitments”) and/or new Tranche I Term Loans Commitments (the “New Tranche I Term Loan Commitments”) and/or (y) increases in new Revolving Credit Commitments (the “New Revolving Credit Commitment”) and/or new Extended Revolving Credit Commitments (the “New Extended Revolving Loan Commitments” and, together with the New Tranche H Term Loan Commitments, the New Tranche I Term Loan Commitment and the New Revolving Credit Commitments, the “New Loan Commitments”), by an aggregate amount not in excess of the Maximum Incremental Facilities Amount in the aggregate and not less than $100,000,000 25,000,000 individually (or such lesser amount as (x) may which shall be approved by the Administrative Agent or (y) such lesser amount that shall constitute the difference between the Maximum Incremental Facilities Amount $250,000,000 and all such New Loan Commitments obtained on or prior to such date), and integral multiples of $5,000,000 in excess of that amount, and in any event, by an aggregate amount which, when taken together with the principal amount of any Permitted Additional Notes, shall not exceed $250,000,000 in the aggregate. Each such notice shall specify the date (each, an “Increased Amount Date”) on which the US Borrower proposes that the New Loan Commitments shall be effective, which shall be a date not less than ten 10 Business Days after the date on which such notice is delivered to the Administrative Agent. The ; provided, that the US Borrower may approach any Lender or any Person (other than a natural person) shall first offer the Lenders to provide all or a portion of the New Loan CommitmentsCommitments prior to offering any other Person that is an eligible assignee pursuant to Section 14.6(b); provided further, that any Lender offered or approached to provide all or a portion of the New Loan Commitments may elect or decline, in its sole discretion, to provide a New Loan Commitment. In each case, such Such New Loan Commitments shall become effective effective, as of the applicable such Increased Amount Date; provided provided, that (i1) no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such New Loan Commitments, as applicable; (ii2) both before and after giving effect to the making of any Series of New Tranche H Term Loans Loans, New Tranche I Term Loans, New Revolving Loans, or New Extended Revolving Loans, each of the conditions set forth in Section 7 7.1 and 7.2 shall be satisfied; (iii3) the US Borrower and its Subsidiaries shall be in pro forma compliance with each of the covenants set forth in Sections 10.9 and 10.10 as of the last day of the most recently ended fiscal quarter after giving effect to such New Loan Commitments and any investment to be consummated in connection therewith; (4) the New Loan Commitments shall be effected pursuant to one or more Joinder Agreements executed and delivered by the US Borrower and Administrative Agent, and each of which shall be recorded in the Register by the US Borrower and Administrative Agent, and shall be subject to the requirements set forth in Section 5.4(d5.4(b); (iv5) the US Borrower shall make any payments required pursuant to Section 2.11 in connection with the New Loan Commitments, as applicable; and (v6) the US Borrower shall deliver or cause to be delivered (i) a certificate of the US Borrower and Holdings dated the Increased Amount Date, substantially in the form of Exhibit P, with appropriate insertions, executed by the President or any Vice President and the Secretary or any Assistant Secretary of such Credit Party, and attaching the documents referred to in Section 6.7 and 6.8 and, where applicable, certifying as to the incumbency and specimen signature of each officer executing any Credit Document or any other document delivered in connection therewith on behalf of such Credit Party, (ii) the executed legal opinions or of Xxxxxxx Xxxxxxx and Xxxxxxxx LLP and Xxx Xxxxxxx, general counsel of the Credit Parties, in each case, substantially in the forms previously delivered in connection with this Agreement and (iii) any other applicable documents reasonably requested required by the Administrative Agent in connection with any such transaction. Any New Tranche H Term Loans or New Tranche I Term Loans made on an Increased Amount Date shall be designated, designated a separate series (a “Series”) of New Tranche H Term Loans or New Tranche H Term Loans, as applicable, for all purposes purpose of this Agreement. (b) . On any Increased Amount Date on which New Revolving Credit Loan Commitments or New Extended Revolving Loan Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (a) each of the Lenders with New Revolving Loan Commitments or Extended Revolving Credit Commitments Commitments, as applicable, shall assign to each Lender with a New Revolving Credit Commitment (each, a “New Revolving Loan Lender”) or a New Extended Revolving Loan Commitments (each, a “New Extended Revolving Loan Lender”), as applicable, and each of the New Revolving Loan Lenders or New Extended Revolving Loan Lenders shall purchase from each of the Lenders with Revolving Credit Commitments or Extended Revolving Credit Commitments, as applicable, at the principal amount thereof and in the applicable currency(ies(together with accrued interest), such interests in the Revolving Credit Loans or Extended Revolving Credit Loans, as applicable, outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, the such Revolving Credit Loans or Extended Revolving Credit Loans, as applicable, will be held by existing Lenders with Revolving Credit Lenders Loans or Extended Revolving Credit Loans, as applicable, and New Revolving Loan Lenders or New Extended Revolving Loan Lenders, as applicable, ratably in accordance with their Revolving Credit Commitments or Extended Revolving Credit Commitments after giving effect to the addition of such New Revolving Credit Commitments or New Extended Revolving Credit Commitments to the New Revolving Credit Commitments or Extended Revolving Credit Commitments, (b) each New Revolving Credit Commitment or New Extended Revolving Credit Commitment shall be deemed for all purposes a Revolving Credit Commitment or an Extended Revolving Credit Commitment, as applicable, and each Loan made thereunder (a “New Revolving Loan” or a “New Extended Revolving Loan”, as applicable) shall be deemed, for all purposes, a Revolving Credit Loan or an Extended Revolving Credit Loan and (c) each New Revolving Loan Lender and New Extended Revolving Loan Lender shall become a Lender with respect to the New Revolving Credit Loan Commitment or New Extended Revolving Loan Commitment, as applicable, and all matters relating thereto. (c) . On any Increased Amount Date on which any New Tranche H Term Loan Commitments or New Tranche I Term Loan Commitments of any Series are effective, subject to the satisfaction of the foregoing terms and conditions, (i) each Lender with a New Term Loan Commitment (each, a “New Term Loan Lender”) of any Series shall make a Loan to the Borrower (a “New Term Loan”) in an amount equal to its New Term Loan Commitment of such Series, and (ii) each New Term Loan Lender of any Series shall become a Lender hereunder with respect to the New Term Loan Commitment of such Series and the New Term Loans of such Series made pursuant thereto. (d) The terms and provisions of the New Term Loans and New Term Loan Commitments of any Series shall be, except as otherwise set forth herein or in the applicable Joinder Agreement, identical to one or more Classes of the existing Initial Term Loans; provided that (i) the applicable New Term Loan Maturity Date of each Series shall be no earlier than the Initial Term Loan Maturity Date and mandatory prepayment and other payment rights (other than scheduled amortization) of the New Term Loans and the existing Initial Term Loans shall be identical, (ii) the rate of interest and the amortization schedule applicable to the New Term Loans of each Series shall be determined by the Borrower and the applicable new Lenders and shall be set forth in each applicable Joinder Agreement; provided that the weighted average life to maturity of all New Term Loans shall be no shorter than the weighted average life to maturity of the Initial Term Loans and (iii) all other terms applicable to the New Term Loans of each Series that differ from the existing Initial Term Loans shall be reasonably acceptable to the Administrative Agent (as evidenced by its execution of the applicable Joinder Agreement). The terms and provisions of the New Revolving Loans and New Revolving Credit Commitments shall be identical to the Revolving Credit Loans and the Revolving Credit Commitments. (e) Each Joinder Agreement may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Credit Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provision of this Section 2.14.,

Incremental Facilities. (a) The Borrower may by written notice to Administrative Agent elect to request the establishment of one or more (x) additional tranches of term loans (the commitments thereto, the “New Term Loan Commitments”) and/or (y) increases in Revolving Credit Commitments (the “New Revolving Credit Commitments” and, together with the New Term Loan Commitments, the “New Loan Commitments”), by an aggregate amount not in excess of the Maximum Incremental Facilities Amount in the aggregate and not less than $100,000,000 10,000,000 individually (or such lesser amount as (x) may be approved by the Administrative Agent or (y) shall constitute the difference between the Maximum Incremental Facilities Amount and all such New Term Loan Commitments obtained on or prior to such date). Each such notice shall specify the date (each, an “Increased Amount Date”) on which the Borrower proposes that the New Term Loan Commitments shall be effective. In connection with the incurrence of any Indebtedness under this Section 2.14, which at the request of the Administrative Agent, the Borrower shall be a date not less than ten Business Days after the date on which such notice is delivered provide to the Administrative AgentAgent a certificate certifying that the New Term Loan Commitments do not exceed the Maximum Incremental Facilities Amount, which certificate shall be in reasonable detail and shall provide the calculations and basis therefor. The Borrower may approach any Lender or any Person (other than a natural personPerson) to provide all or a portion of the New Term Loan Commitments; provided that any Lender offered or approached to provide all or a portion of the New Term Loan Commitments may elect or decline, in its sole discretion, to provide a New Term Loan Commitment. In each case, such New Term Loan Commitments shall become effective as of the applicable Increased Amount Date; provided that (i) no Default or Event of Default (except in connection with an acquisition or investment, no Event of Default under Section 11.1 or Section 11.5) shall exist on such Increased Amount Date before or after giving effect to such New Term Loan Commitments, as applicable; , (ii) both before and after giving effect to the making of any Series of New Term Loans or New Revolving Loans, each of the conditions set forth in Section 7 shall be satisfied; (iii) the New Loan Commitments shall be effected pursuant to one or more Joinder Agreements executed and delivered by the Borrower and Administrative Agent, and each of which shall be recorded in the Register and shall be subject to the requirements set forth in Section 5.4(d5.4(e); , and (iviii) the Borrower shall make any payments required pursuant to Section 2.11 in connection with the New Term Loan Commitments, as applicable; and (v) the Borrower . No Lender shall deliver or cause have any obligation to be delivered provide any legal opinions or other documents reasonably requested by Administrative Agent in connection with any such transactionCommitments pursuant to this Section 2.14(a). Any New Term Loans made on an Increased Amount Date shall shall, at the election of the Borrower and agreed to by Lenders providing such New Term Loan Commitments, be designated, designated as (a) a separate series (a “Series”) of New Term Loans for all purposes of this Agreement or (b) as part of a Series of existing Term Loans for all purposes of this Agreement. (b) On any Increased Amount Date on which New Revolving Credit Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (a) each of the Lenders with Revolving Credit Commitments shall assign to each Lender with a New Revolving Credit Commitment (each, a “New Revolving Loan Lender”) and each of the New Revolving Loan Lenders shall purchase from each of the Lenders with Revolving Credit Commitments, at the principal amount thereof and in the applicable currency(ies), such interests in the Revolving Credit Loans outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, the Revolving Credit Loans will be held by existing Revolving Credit Lenders and New Revolving Loan Lenders ratably in accordance with their Revolving Credit Commitments after giving effect to the addition of such New Revolving Credit Commitments to the Revolving Credit Commitments, (b) each New Revolving Credit Commitment shall be deemed for all purposes a Revolving Credit Commitment and each Loan made thereunder (a “New Revolving Loan”) shall be deemed, for all purposes, a Revolving Credit Loan and (c) each New Revolving Loan Lender shall become a Lender with respect to the New Revolving Credit Commitment and all matters relating thereto.[reserved] (c) On any Increased Amount Date on which any New Term Loan Commitments of any Series are effective, subject to the satisfaction of the foregoing terms and conditions, (i) each Lender with a New Term Loan Commitment (each, a “New Term NewTerm Loan Lender”) of any Series shall make a Loan to the Borrower (a “New Term NewTerm Loan”) in an amount equal to its New Term Loan Commitment of such Series, and (ii) each New Term Loan Lender of any Series shall become a Lender hereunder with respect to the New Term Loan Commitment of such Series and the New Term Loans of such Series made pursuant thereto. (d) The terms and provisions of the New Term Loans and New Term Loan Commitments of any Series shall be, except as otherwise be on terms and documentation set forth herein or in the applicable Joinder Agreement, identical to one or more Classes of Agreement as determined by the existing Initial Term LoansBorrower; provided that (i) the applicable New Term Loan Maturity Date of each Series shall be no earlier than the Initial Term Loan Maturity Date and mandatory prepayment and other payment rights (other than scheduled amortization) of the New Term Loans and the existing Initial Term Loans shall be identical, Date; (ii) the rate of interest and the amortization schedule applicable to the New Term Loans of each Series shall be determined by the Borrower and the applicable new Lenders and shall be set forth in each applicable Joinder Agreement; provided that the weighted average life to maturity of all New Term Loans shall be no shorter than the weighted average life to maturity of the then existing Initial Term Loans, (iii) the pricing, interest rate margins, discounts, premiums, rate floors, fees, and amortization schedule applicable to any New Term Loans shall be determined by the Borrower and the Lenders thereunder; provided that solely in the case of New Term Loans incurred prior to the 18 month anniversary of the Closing Date, if the Effective Yield for LIBOR Loans in respect of such New Term Loans exceeds the Effective Yield for LIBOR Loans in respect of the then existing Initial Term Loans and (iii) all other terms applicable to by more than 0.50%, the New Term Applicable Margin for LIBOR Loans in respect of each Series that differ from the then existing Initial Term Loans shall be adjusted so that the Effective Yield in respect of the then existing Initial Term Loans is equal to the Effective Yield for LIBOR Loans in respect of the New Term Loans minus 0.50%; and (iv) to the extent such terms and documentation are not consistent with the then existing Initial Term Loans (except to the extent permitted by clause (i), (ii) or (iii) above), they shall be reasonably acceptable satisfactory to the Administrative Agent (as evidenced it being understood that, (1) to the extent that any financial maintenance covenant is added for the benefit of any such Indebtedness, no consent shall be required by its execution the Administrative Agent or any of the applicable Joinder Agreement). The terms and provisions Lenders if such financial maintenance covenant is also added for the benefit of any corresponding Loans remaining outstanding after the issuance or incurrence of such Indebtedness or (2) no consent shall be required by the Administrative Agent or any of the New Revolving Loans and New Revolving Credit Commitments shall be identical to Lenders if any covenants or other provisions are only applicable after the Revolving Credit Loans and the Revolving Credit CommitmentsLatest Term Loan Maturity Date). (e) [reserved] (f) Each Joinder Agreement may, without the consent of any other Lenders, effect such technical and corresponding amendments to this Agreement and the other Credit Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provision of this Section 2.14.

Incremental Facilities. (a) The At any time and from time to time, subject to the terms and conditions set forth herein, the Borrower may may, by written notice to the Administrative Agent elect (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request the establishment of to add one or more (x) additional tranches of term loans (the commitments thereto, the “New Term Loan Commitments”) and/or (y) increases in Revolving Credit Commitments (the “New Revolving Credit CommitmentsIncremental Loans” and, together with the New Term Loan Commitments, the “New Loan Commitments”), by an aggregate amount not in excess of the Maximum Incremental Facilities Amount in the aggregate and not less than $100,000,000 individually (or each such lesser amount as (x) may be approved by the Administrative Agent or (y) shall constitute the difference between the Maximum Incremental Facilities Amount and all such New Loan Commitments obtained on or prior to such date). Each such notice shall specify the date (eachtranche, an “Increased Amount DateIncremental Facility”) on which the Borrower proposes that the New Loan Commitments shall be effective, which shall be a date not less than ten Business Days after the date on which such notice is delivered to the Administrative Agent. The Borrower may approach any Lender or any Person (other than a natural person) to provide all or a portion of the New Loan Commitments); provided that any Lender offered or approached to provide all or a portion at the time of each such request and upon the New Loan Commitments may elect or decline, in its sole discretion, to provide a New Loan Commitment. In effectiveness of each case, such New Loan Commitments shall become effective as of the applicable Increased Amount Date; provided that Incremental Facility Amendment (i) no Default or Event of Default has occurred and is continuing or shall exist result therefrom, (ii) the aggregate amount of Incremental Facilities plus the aggregate amount of Incremental Equivalent Debt shall not exceed the Incremental Cap. Each tranche of Incremental Loans shall be in an integral multiple of $1,000,000 and be in an aggregate principal amount that is not less than $25,000,000 (or in each case such lesser minimum amount reasonably approved by the Administrative Agent). (b) Any Incremental Loans (i) shall rank pari passu in right of payment and security with the Obligations in respect of the other outstanding Loans as set forth in the relevant Incremental Facility Amendment (which shall be reasonably satisfactory to the Administrative Agent), (ii) for purposes of prepayments, shall be treated substantially the same as (or, to the extent set forth in the relevant Incremental Facility Amendment, less favorably than) the other outstanding Loans, (iii) other than amortization, maturity date and pricing (interest rate, fees, funding discounts and prepayment premiums which shall be set forth in the relevant Incremental Facility Amendment), shall have the same terms as the Closing Date Loans or such terms as are reasonably satisfactory to the Administrative Agent; provided that (A) if the effective yield (which, for such purpose only, shall be deemed to take account of interest rate margin and benchmark floors, recurring fees and all upfront or similar fees or original issue discount (amortized over the shorter of (1) the Weighted Average Life to Maturity of such Incremental Loans and (2) four years) payable to all Lenders providing such Incremental Loans (but excluding any arrangement, structuring, syndication or other fees payable in connection therewith that are not shared with all Lenders (in their capacity as such) providing such Incremental Loans) on such Increased Amount Incremental Loans determined as of the initial funding date for such Incremental Loans exceeds the effective yield (determined on the same basis as the preceding parenthetical) on the Closing Date before Loans or any then existing Incremental Loans, as applicable, immediately prior to the effectiveness of the applicable Incremental Facility Amendment by more than 0.50%, the Applicable Margin relating to the Closing Date Loans or such then existing Incremental Loans, as applicable, shall be adjusted in order that such effective yield on such Incremental Loans shall not exceed such effective yield on the Closing Date Loans and such then existing Incremental Loans by more than 0.50%, (B) any Incremental Loans shall not have a final maturity date earlier than the then Latest Maturity Date and (C) any Incremental Loans shall not have a Weighted Average Life to Maturity that is shorter than the Weighted Average Life to Maturity of the later of the then remaining Closing Date Loans or then existing Incremental Loans, as applicable, (iv) after giving effect to such New Loan Commitments, as applicable; (ii) both before and after giving effect to the making tranche of any Series of New Term Loans or New Revolving Incremental Loans, each there shall not be more than five tranches of the conditions set forth in Section 7 shall be satisfied; Loans outstanding under this Agreement at any time (iii) the New Loan Commitments shall be effected pursuant to one or more Joinder Agreements executed and delivered by the Borrower and Administrative Agentit being understood that, and each for purposes of which shall be recorded in the Register and shall be subject to the requirements set forth in Section 5.4(d); this clause (iv), the Initial Loans, any tranche of Extended Loans and any tranche of Incremental Loans shall constitute separate and distinct tranches of Loans) the Borrower shall make any payments required pursuant to Section 2.11 in connection with the New Loan Commitments, as applicable; and (v) the Borrower Incremental Loans shall deliver or cause to not be delivered guaranteed by any legal opinions or other documents reasonably requested Person that is not a Loan Party and shall not be secured by Administrative Agent in connection with any such transaction. Any New Term Loans made on an Increased Amount Date shall be designated, a separate series (a “Series”) of New Term Loans for all purposes of this Agreement. (b) On any Increased Amount Date on which New Revolving Credit Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (a) each of the Lenders with Revolving Credit Commitments shall assign to each Lender with a New Revolving Credit Commitment (each, a “New Revolving Loan Lender”) and each of the New Revolving Loan Lenders shall purchase from each of the Lenders with Revolving Credit Commitments, at the principal amount thereof and in the applicable currency(ies), such interests in the Revolving Credit Loans outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, the Revolving Credit Loans will be held by existing Revolving Credit Lenders and New Revolving Loan Lenders ratably in accordance with their Revolving Credit Commitments after giving effect to the addition of such New Revolving Credit Commitments to the Revolving Credit Commitments, (b) each New Revolving Credit Commitment shall be deemed for all purposes a Revolving Credit Commitment and each Loan made thereunder (a “New Revolving Loan”) shall be deemed, for all purposes, a Revolving Credit Loan and (c) each New Revolving Loan Lender shall become a Lender with respect to the New Revolving Credit Commitment and all matters relating theretoasset that is not Collateral. (c) On any Increased Amount Date on which any New Term Loan Commitments of any Series are effective, subject Each notice from the Borrower pursuant to this Section 2.24 shall set forth the satisfaction requested amount and proposed terms of the foregoing terms and conditions, (i) each Lender with a New Term Loan Commitment (each, a “New Term Loan Lender”) of any Series relevant Incremental Loans. Any Additional Lenders that elect to extend Incremental Loans shall make a Loan be reasonably satisfactory to the Borrower (a “New Term Loan”) in an amount equal to its New Term Loan Commitment of such Series, and (iiunless such Additional Lender is already a Lender or an Affiliate of a Lender) the Administrative Agent (in each New Term Loan Lender of case, any Series approval thereof not to be unreasonably withheld or delayed), and, if not already a Lender, shall become a Lender hereunder under this Agreement pursuant to an Incremental Facility Amendment. Each Incremental Facility shall become effective pursuant to an amendment (each, an “Incremental Facility Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, such Additional Lender or Additional Lenders and the Administrative Agent. No Incremental Facility Amendment shall require the consent of any Lenders or any other Person other than the Borrower, the Administrative Agent and the Additional Lenders with respect to the New Term Loan Commitment of such Series and the New Term Loans of such Series made pursuant thereto. (d) The terms and provisions of the New Term Loans and New Term Loan Incremental Facility Amendment. No Lender shall be obligated to provide any Incremental Loans, unless it so agrees. Commitments in respect of any Series shall be, except as otherwise set forth herein or in the applicable Joinder Agreement, identical to one or more Classes of the existing Initial Term Loans; provided that (i) the applicable New Term Loan Maturity Date of each Series shall be no earlier than the Initial Term Loan Maturity Date and mandatory prepayment and other payment rights (other than scheduled amortization) of the New Term Loans and the existing Initial Term Incremental Loans shall be identical, (ii) the rate of interest and the amortization schedule applicable to the New Term Loans of each Series shall be determined by the Borrower and the applicable new Lenders and shall be set forth in each applicable Joinder become Commitments under this Agreement; provided that the weighted average life to maturity of all New Term Loans shall be no shorter than the weighted average life to maturity of the Initial Term Loans and (iii) all other terms applicable to the New Term Loans of each Series that differ from the existing Initial Term Loans shall be reasonably acceptable to the Administrative Agent (as evidenced by its execution of the applicable Joinder Agreement). The terms and provisions of the New Revolving Loans and New Revolving Credit Commitments shall be identical to the Revolving Credit Loans and the Revolving Credit Commitments. (e) Each Joinder Agreement An Incremental Facility Amendment may, without the consent of any other LendersLenders or any other Person, effect such amendments to this Agreement and the other Credit any Loan Documents as may be necessary or appropriate, in the opinion of the Administrative AgentAgent and the Borrower, to effect the provision provisions of this Section 2.142.24 (including to provide for class voting provisions applicable to the Additional Lenders on terms comparable to the provisions of Section 9.08(b)). The effectiveness of any Incremental Facility Amendment shall, unless otherwise agreed to by the Administrative Agent and the Additional Lenders party thereto, be subject to the satisfaction or waiver on the date thereof (each, an “Incremental Facility Closing Date”) of each of the conditions set forth in Section 4.02 (it being understood that all references to the date of making any extension of credit in Section 4.02 shall be deemed to refer to the Incremental Facility Closing Date). The proceeds of any Incremental Loans may be used for any general corporate purpose permitted hereunder. To the extent reasonably requested by the Administrative Agent, the effectiveness of an Incremental Facility Amendment may be conditioned on the Administrative Agent’s receipt of customary legal opinions with respect thereto, board resolutions and officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 4.01, with respect to the Borrower and the Restricted Subsidiaries. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to any of the transactions effected pursuant to this Section 2.24.

Incremental Facilities. (a) The Borrower Borrowers may by written notice to the Administrative Agent elect to request prior to the Term Loan Maturity Date, the establishment of term loan commitments under one or more new term loan tranches (x) additional tranches of any such term loans (the commitments theretoloan commitment, the a “New Term Loan CommitmentsCommitment”; any Loan made in respect thereof, a “New Term Loan”) and/or in amounts that are (yi) increases not to exceed, in Revolving Credit Commitments (the “New Revolving Credit Commitments” and, together with the aggregate for all New Term Loan Commitments, the “New Loan Commitments”), by an aggregate amount not in excess of the Maximum Incremental Facilities Amount in the aggregate $50,000,000 and (ii) individually not less than $100,000,000 individually 20,000,000 (or such any lesser amount as (x) may be that is approved by the Administrative Agent or (yAgent) shall constitute the difference between the Maximum Incremental Facilities Amount and all such New Loan Commitments obtained on or prior to such date)integral multiples of $5,000,000 in excess of that amount. Each such notice shall specify (A) the date (each, an “Increased Amount New Term Loan Date”) on which the Borrower proposes Borrowers propose that the New Term Loan Commitments shall be effective, which shall be a date not less than ten five Business Days after the date on which such notice is delivered to the Administrative Agent. The Borrower may approach any Agent and (B) the identity of each Lender or any Affiliate of a Lender or other Person that is consented to by the Administrative Agent (other than a natural personsuch consent not to be unreasonably withheld or delayed) to provide all or a whom the Borrowers propose any portion of such New Term Loan Commitments be allocated and the New Loan Commitmentsamounts of such allocations; provided that any Lender offered or approached to provide all or a portion of the New Term Loan Commitments may elect or decline, in its sole discretion, to provide a New Loan Commitment. In each case, portion of such New Term Loan Commitments Commitments. Such New Term Loan Commitments, as applicable, shall become effective as of the applicable Increased Amount such New Term Loan Date; provided that (i1) no Default or Event of Default shall exist on such Increased Amount New Term Loan Date before or after giving effect to such New Term Loan Commitments, as applicablethe case may be; (ii2) both before and after giving effect to the making of any Series of such New Term Loans or New Revolving Loans, each of the conditions set forth in Section 7 shall be satisfied; (iii) the New Loan Commitments shall be effected pursuant to one or more Incremental Facility Joinder Agreements executed and delivered by the Borrower and Loan Parties to the Administrative Agent, Agent and each of which shall be recorded in the Register and shall be subject to the requirements set forth in Section 5.4(d)2.20; (iv3) the Borrower Borrowers shall make any payments required pursuant to Section 2.11 2.16 in connection with such New Term Loan Commitments; (4) the applicable Borrower shall be in pro forma compliance with the Financial Covenants after giving effect to such New Term Loan Commitments and the New Term Loans to be made thereunder and the application of proceeds therefrom as if made and applied on such date; (5) the interest rate for any New Term Loan Commitmentsshall be determined by the Borrowers and the applicable Lender; provided that if the Yield in respect of any New Term Loans exceeds the Yield with respect to the Term Loan by more than 50 basis points, as applicablethe Applicable Percentage with respect to the Term Loan shall be automatically increased on the New Term Loan Date with respect to the Term Loan so that the Yield for the Term Loan is equal to the Yield with respect to such New Term Loans minus 50 basis points; (6) the final maturity date of any New Term Loans shall be no earlier than the Term Loan Maturity Date; and (v7) the Borrower Borrowers shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by Administrative Agent in connection with any such transaction. Once any New Term Loan Commitments shall become effective as of their respective New Term Loan Dates in accordance with this Section 2.24(a), extensions of credit may be made thereunder in accordance with the terms of the applicable Incremental Facility Joinder Agreement without any additional conditions thereto; provided that, with respect to each such extension of credit, each of the conditions set forth in Sections 4.02 shall be satisfied. Any New Term Loans made pursuant to New Term Loan Commitments that become effective on an Increased Amount Date a New Term Loan Date, as well as the Term Loans, shall be designated, designated a separate series (a “Series”) of New Term Loans for all purposes of this Agreement. (b) On any Increased Amount Date on which New Revolving Credit Commitments are effected, subject to the satisfaction The Administrative Agent shall notify Lenders promptly upon receipt of the foregoing terms Borrowers’ notice of each New Term Loan Date and conditionsin respect thereof the New Term Loan Commitments, (a) each of the Lenders with Revolving Credit Commitments shall assign to each Lender with a New Revolving Credit Commitment (each, a “New Revolving Loan Lender”) and each of the New Revolving Loan Lenders shall purchase from each of the Lenders with Revolving Credit Commitments, at the principal amount thereof and in the applicable currency(ies), such interests in the Revolving Credit Loans outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, the Revolving Credit Loans will be held by existing Revolving Credit Lenders and New Revolving Loan Lenders ratably in accordance with their Revolving Credit Commitments after giving effect to the addition of providing such New Revolving Credit Term Loan Commitments to the Revolving Credit Commitments, (b) each New Revolving Credit Commitment shall be deemed for all purposes a Revolving Credit Commitment and each Loan made thereunder (a “New Revolving Loan”) shall be deemed, for all purposes, a Revolving Credit Loan and (c) each New Revolving Loan Lender shall become a Lender with respect to the New Revolving Credit Commitment and all matters relating theretotheir respective interests therein. (c) On any Increased Amount Date on which any New Term Loan Commitments of any Series are effective, subject to the satisfaction of the foregoing terms and conditions, (i) each Lender with a New Term Loan Commitment (each, a “New Term Loan Lender”) of any Series shall make a Loan to the Borrower (a “New Term Loan”) in an amount equal to its New Term Loan Commitment of such Series, and (ii) each New Term Loan Lender of any Series shall become a Lender hereunder with respect to the New Term Loan Commitment of such Series and the New Term Loans of such Series made pursuant thereto. (d) The terms and provisions of the New Term Loans and New Term Loan Commitments of any Series shall be, except as otherwise set forth herein or in the applicable Joinder Agreement, identical to one or more Classes of the existing Initial Term Loans; provided that (i) the applicable New Term Loan Maturity Date of each Series shall be no earlier than the Initial Term Loan Maturity Date and mandatory prepayment and other payment rights (other than scheduled amortization) of the New Term Loans and the existing Initial Term Loans shall be identical, (ii) the rate of interest and the amortization schedule applicable to the New Term Loans of each Series shall be determined by the Borrower and the applicable new Lenders and shall be set forth in each applicable Joinder Agreement; provided that the weighted average life to maturity of all New Term Loans shall be no shorter than the weighted average life to maturity of the Initial Term Loans and (iii) all other terms applicable to the New Term Loans of each Series that differ from the existing Initial Term Loans shall be reasonably acceptable to the Administrative Agent (as evidenced by its execution of the applicable Joinder Agreement). The terms and provisions of the New Revolving Loans and New Revolving Credit Commitments shall be identical to the Revolving Credit Loans and Term Loan, except as otherwise reasonably satisfactory to the Revolving Credit CommitmentsAdministrative Agent or explicitly permitted by this Section 2.24. (ed) Each Joinder Agreement mayof the parties hereto hereby agrees that, without upon the consent effectiveness of any other LendersIncremental Facility Joinder Agreement, effect such amendments to this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the terms of the New Term Loan Commitments evidenced thereby. Any such deemed amendment may be memorialized in writing by the Administrative Agent with the Borrower’s consent (not to be unreasonably withheld) and furnished to the other Credit Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provision of this Section 2.14parties hereto.

Incremental Facilities. (a) The Borrower may by written notice to the Administrative Agent elect to request the establishment of (i) one or more (x) additional tranches of term loans (the commitments thereto, the “New Term Loan Commitments”), by(ii) and/or one or more new revolving credit commitments or unsecured revolving credit commitments (y) increases in Revolving Credit Commitments (any such new commitments, the “New Revolving Credit Commitments”), or (iii) one or more new pari passu notes (any such new notes, the “Incremental Notes” and, and together with the New Term Loan Commitments and the New Revolving Credit Commitments, the “New Loan Commitments”), by in an aggregate amount not in excess of the Maximum Incremental Facilities Amount in the aggregate and not less than $100,000,000 25,000,00025 million individually (or such lesser amount as (x) may be approved by the Administrative Agent or (y) shall constitute the difference between the Maximum Incremental Facilities Amount and all such New Loan Commitments obtained on or prior to such date). Each such notice shall specify the date (each, an “Increased Amount Date”) on which the Borrower proposes that the New Loan Commitments shall be effective, which shall be a date not less than ten Business Days after the date on which such notice is delivered to the Administrative Agent. The Borrower may approach shall specify the identity of each Eligible Assignee (and any Lender or any Person (other than a natural personexisting Lender) to provide all or a whom the Borrower proposes any portion of such New Loans Commitments be allocated and the New Loan Commitmentsamounts of such allocations; provided provided, however, that (A) any existing Lender offered or approached to provide all or a portion of the New Loan Loans Commitments may elect or decline, in its sole discretion, to provide a all or any portion of such New Loan CommitmentLoans Commitments and (B) any Eligible Assignee that is not an existing Lender shall be approved by the Administrative Agent and the Borrower. In each case, such New Loan Commitments shall become effective as of the applicable Increased Amount Date; provided that (i) no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such New Loan Commitments, as applicable; (ii) both before and after giving effect to the making of any Series of New Term Loans or New Revolving LoansCommitments, each of the conditions set forth in Section 7 4.01 shall be satisfied; (iii) the New Term Loan Commitments shall be effected pursuant to one or more Joinder Agreements executed and delivered by the Borrower and Administrative Agent, and each of which shall be recorded in the Register and shall be subject to the requirements set forth in Section 5.4(d3.01(e); (iv) the Borrower shall make any payments required pursuant to Section 2.11 in connection with the New Loan Commitments, as applicable; and (v) the Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by Administrative Agent in connection with any such transaction. Any ; and (vi) the interest rates and amortization schedule applicable to any New Loans under the New Loan Commitments shall be determined by the Borrower and the New Term Loan Lenders or New Revolving Credit Lenders, as applicable, thereunder; provided that if the applicable interest rate margin relating to the New Loans made Commitments (the “IncrementalNew Loan Applicable Rate”) exceeds the Applicable Rate relating to the existing Loans by more than 0.25%, the Applicable Rate relating to the existing Loans shall be adjusted to be equal to the IncrementalNew Loan Applicable Rate minus 0.25%; provided, further, that in determining such applicable interest rates, (x) original issue discount (“OID”) or upfront fees (which shall be deemed to constitute like amount of OID) paid by the Borrower to the Lenders under the New Loans Commitments and the existing Loans in the initial primary syndication thereof shall be included and equated to interest rate (with OID being equated to interest based on an Increased Amount Date assumed four-year life to maturity) and (y) any changes to the interest rate “floor” shall be designated, a separate series (a “Series”) of deemed to be an equivalent change in the applicable interest rate margin for the New Term Loans for all purposes of this AgreementCommitments. (b) On any Increased Amount Date on which New Revolving Credit Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (a) each of the Lenders with Revolving Credit Commitments shall assign to each Lender with a New Revolving Credit Commitment (each, a “New Revolving Loan Lender”) and each of the New Revolving Loan Lenders shall purchase from each of the Lenders with Revolving Credit Commitments, at the principal amount thereof and in the applicable currency(ies), such interests in the Revolving Credit Loans outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, the Revolving Credit Loans will be held by existing Revolving Credit Lenders and New Revolving Loan Lenders ratably in accordance with their Revolving Credit Commitments after giving effect to the addition of such New Revolving Credit Commitments to the Revolving Credit Commitments, (b) each New Revolving Credit Commitment shall be deemed for all purposes a Revolving Credit Commitment and each Loan made thereunder (a “New Revolving Loan”) shall be deemed, for all purposes, a Revolving Credit Loan and (c) each New Revolving Loan Lender shall become a Lender with respect to the New Revolving Credit Commitment and all matters relating thereto. (c) On any Increased Amount Date on which any New Term Loan Commitments of any Series are effective, subject to the satisfaction of the foregoing terms and conditions, (i) each Lender with a New Term Loan Commitment (each, a “New Term Loan Lender”) of any Series series shall make a Loan loan (which may be in the form of cash or through a cashless rollover of existing Loans of another Class hereunder) to the Borrower (a “New Term Loan”) in an amount equal to its New Term Loan Commitment of such SeriesCommitment, and (ii) each New Term Loan Lender of any Series shall become a Lender hereunder with respect to the New Term Loan Commitment of such Series and the New Term Loans of such Series series made pursuant thereto. On any Increased Amount Date on which any New Revolving Credit Commitments of any Class are effected through the establishment of one or more New Revolving Credit Commitments, subject to the satisfaction of the terms and conditions in this Section 2.12, (i) each Lender with a New Revolving Credit Commitment (each, a “New Revolving Credit Lender”) of such Class shall make its Commitment available to the Borrower (when borrowed, a “New Revolving Credit Loan” and collectively with any New Term Loan, an “New Loan”) in an amount equal to its New Revolving Credit Commitment of such Class and (ii) each New Revolving Credit Lender of such Class shall become a Lender hereunder with respect to the New Revolving Credit Commitment of such Class and the New Revolving Credit Loans of such Class made pursuant thereto. Notwithstanding the foregoing, New Term Loans may have identical terms to any of the Loans and be treated as the same Class as any of such Loans. (dc) The terms and provisions of the any New Term Loans and New Term Loan Commitments of any Series shall be, except as otherwise set forth herein or in the applicable Joinder Agreement, identical to one or more Classes of the existing Initial Term initial Loans; provided that (i) the applicable New Term Loan Maturity Date of each Series series shall be no earlier than the Initial Term Loan Maturity Date and mandatory prepayment and other payment rights (other than scheduled amortization) of the New Term Loans and the existing Initial Term Loans shall be identical, (ii) the rate of interest and the amortization schedule applicable to the New Term Loans of each Series series shall be determined by the Borrower and the applicable new New Term Loan Lenders and shall be set forth in each applicable Joinder Agreement; provided that the weighted average life to maturity of all New Term Loans shall be no shorter than the weighted average life to maturity of the Initial Loans, (iii) the New Term Loans shall rank pari passu in right of payment and of security with the Initial Loans and (iiiiv) all other terms applicable to the New Term Loans of each Series series that differ from the existing Initial Term Loans shall be reasonably acceptable to the Administrative Agent (as evidenced by its execution of the applicable Joinder Agreement). The terms and provisions of the any New Revolving Credit Loans and New Revolving Credit Commitments shall be identical reasonably determined by the Borrower and the New Revolving Credit Lenders. (d) As a condition precedent to such increase, the Borrower shall deliver to the Revolving Credit Administrative Agent a certificate of each Loan Party dated as of the Additional Loans EffectiveIncreased Amount Date signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase and (ii) in the case of the Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and, the other Loan Documents and the Revolving Credit CommitmentsIntermediateCo Unsecured Guarantee are true and correct in all material respects on and as of the Additional Loans EffectiveIncreased Amount Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.12, the representations and warranties contained in subsections (a) and (b) of Section 5.06 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 and (B) no Event of Default or Default exists immediately before or immediately after giving effect to such addition. (e) Each Joinder Agreement may, without the consent of any other Lenders, effect such amendments to this Agreement and, the other Loan Documents and the other Credit Documents IntermediateCo Unsecured Guarantee as may be necessary or appropriate, in the opinion of the Administrative AgentAgent and the Borrower, to effect the provision of this Section 2.142.12.

Incremental Facilities. (a) The At any time after the later to occur of (i) the date of delivery of the annual financial statements for the Fiscal Year of the Borrower may ending December 31, 2013 pursuant to Section 8.03(c) and the Compliance Certificate therefor pursuant to Section 8.03(d) and (ii) the consummation of a Qualified MLP IPO, the Borrower may, by written notice to the Administrative Agent elect Agent, request that either (A) prior to request the Working Capital Commitment Termination Date, the total Working Capital Commitments be increased (any such increase, the “New Working Capital Commitment”) or (B) prior to the Maturity Date, the establishment of one or more (x) additional tranches of new term loans (the loan commitments thereto, the “New Term Loan Commitments”) and/or (y) increases in Revolving Credit Commitments (the “New Revolving Credit Commitments” and, together with the New Term Loan Commitments, the “New Loan Commitments”), by an aggregate amount not in excess of the Maximum Incremental Facilities Amount in the aggregate and not less than $100,000,000 individually (or such lesser amount as (x) may be approved by the Administrative Agent or (y) shall constitute the difference between the Maximum Incremental Facilities Amount and all such New Loan Commitments obtained on or prior to such date). Each such notice shall specify the date (each, an “Increased Amount Date”) on which the Borrower proposes that the New Loan Commitments shall be effective, which shall be a date not less than ten Business Days after the date on which such notice is delivered to the Administrative Agent. The Borrower may approach any Lender or any Person (other than a natural person) to provide all or a portion of the New Loan Commitments; provided that any Lender offered or approached to provide all or a portion of the New Loan Commitments may elect or decline, in its sole discretion, to provide a New Loan Commitment. In each case, such New Loan Commitments shall become effective as of the applicable Increased Amount Date; provided that (i) no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such New Loan Commitments, as applicable; (ii) both before and after giving effect to the making of any Series of New Term Loans or New Revolving Loans, each of the conditions set forth in Section 7 shall be satisfied; (iii) the New Loan Commitments shall be effected pursuant to one or more Joinder Agreements executed and delivered by the Borrower and Administrative Agent, and each of which shall be recorded in the Register and shall be subject to the requirements set forth in Section 5.4(d); (iv) the Borrower shall make any payments required pursuant to Section 2.11 in connection with the New Loan Commitments, as applicable; and (v) the Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by Administrative Agent in connection with any such transaction. Any New Term Loans made on an Increased Amount Date shall be designated, a separate series (a “Series”) of New Term Loans for all purposes of this Agreement. (b) On any Increased Amount Date on which New Revolving Credit Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (a) each of the Lenders with Revolving Credit Commitments shall assign to each Lender with a New Revolving Credit Commitment (each, a “New Revolving Loan Lender”) and each of the New Revolving Loan Lenders shall purchase from each of the Lenders with Revolving Credit Commitments, at the principal amount thereof and in the applicable currency(ies), such interests in the Revolving Credit Loans outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, the Revolving Credit Loans will be held by existing Revolving Credit Lenders and New Revolving Loan Lenders ratably in accordance with their Revolving Credit Commitments after giving effect to the addition of such New Revolving Credit Commitments to the Revolving Credit Commitments, (b) each New Revolving Credit Commitment shall be deemed for all purposes a Revolving Credit Commitment and each Loan made thereunder (a “New Revolving Loan”) shall be deemed, for all purposes, a Revolving Credit Loan and (c) each New Revolving Loan Lender shall become a Lender with respect to the New Revolving Credit Commitment and all matters relating thereto. (c) On any Increased Amount Date on which any New Term Loan Commitments of any Series are effective, subject to the satisfaction of the foregoing terms and conditions, (i) each Lender with a New Term Loan Commitment (each, a “New Term Loan Commitment”), in each case, by an aggregate amount not to exceed the then existing Incremental Facility Amount at such time. Such notice shall set forth (A) the amount of the requested New Working Capital Commitments and/or New Term Loan Commitments (which shall be in minimum increments of $1,000,000 and a minimum amount of $5,000,000 or the amount equal to the then remaining Incremental Facility Amount), (B) the date on which such New Working Capital Commitments and/or New Term Loan Commitments are requested to become effective (which shall be not less than 10 Business Days nor more than 45 days after the date of such notice), and (C) shall offer each Working Capital Lender the opportunity to provide New Working Capital Commitment by its applicable Pro Rata Share of the proposed New Working Capital Commitment and/or offer each Lender the opportunity to provide any of the New Term Loan Commitments. Each such Lender shall, by notice to the Borrower and the Administrative Agent given not more than 15 days after the date of the Administrative Agent’s notice, either agree to provide New Working Capital Commitments and/or New Term Loan Commitments by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to provide New Working Capital Commitments and/or New Term Loan Commitments (and any Lender that does not deliver such a notice within such period of 15 days shall be deemed to have declined to provide New Working Capital Commitments and New Term Loan Commitments) (each Lender so declining or being deemed to have declined being a “Non-Increasing Lender”). In the event that, on the 15th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, there shall not be Increasing Lenders who have agreed to provide New Working Capital Commitments and/or New Term Loan Commitments by an aggregate amount sufficient to accommodate the request by the Borrower, then the Borrower may arrange for one or more banks or other entities (any Series such bank or other entity being called an “Augmenting Lender”), which may include any Lender, to provide New Working Capital Commitments or New Term Loan Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, that each Augmenting Lender (who is not then a current Lender) shall make a Loan be an Eligible Assignee and shall be subject to the prior written approval of the Administrative Agent (to the extent New Working Capital Commitments are being provided) (which approvals shall not be unreasonably withheld or delayed), and the Borrower (which approval shall not be unreasonably withheld or delayed) and each Augmenting Lender shall execute all such documentation (including a “Joinder Agreement) as the Administrative Agent shall reasonably specify to evidence its New Term Loan”) in an amount equal to its Working Capital Commitment, New Term Loan Commitment of and/or its status as a Lender hereunder (as applicable) and shall share pro rata in the Collateral as a Secured Party. Any such Series, and (ii) each New Working Capital Commitments and/or New Term Loan Commitments may be made in an amount that is less than the request by the Borrower if the Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Lenders. Any Increasing Lender or Augmenting Lender that receives a portion of any Series the New Working Capital Commitment or New Term Loan Commitment (as applicable) in accordance with this Section 5.10 shall become a Lender hereunder be bound by and entitled to the benefits of this Agreement with respect to the full amount of its share of the New Working Capital Commitment or New Term Loan Commitment (as applicable). For avoidance of such Series and doubt, nothing herein shall be deemed to require any Lender to increase the New Term Loans amount of such Series made pursuant theretoits Commitments. (db) The terms and provisions Each of the parties hereto hereby agrees that the Administrative Agent may take any and all actions as may be reasonably necessary to ensure that, after giving effect to any New Term Loans and Working Capital Commitments or New Term Loan Commitments of any Series shall bepursuant to this Section 5.10, except as otherwise set forth herein or the outstanding Working Capital Advances (if any) are held by the Working Capital Lenders in accordance with their new applicable Pro Rata Share. This may be accomplished at the applicable Joinder Agreement, identical to one or more Classes reasonable discretion of the existing Initial Administrative Agent, following consultation with the Borrower, by causing Non-Increasing Lenders to assign portions of their outstanding Working Capital Advances to Increasing Lenders and/or Augmenting Lenders. Any prepayment or assignment described in this clause (b) shall be subject to Section 12.03(c), but shall otherwise be without premium or penalty. (c) Notwithstanding the foregoing, no New Working Capital Commitments or New Term Loans; provided that Loan Commitments shall become effective under this Section 5.10 unless (i) on the applicable date of the Borrower’s request to provide New Working Capital Commitments and/or New Term Loan Maturity Date of each Series Commitments, all Delayed Draw Term Commitments shall be no earlier than the Initial Term Loan Maturity Date and mandatory prepayment and other payment rights (other than scheduled amortization) of the New Term Loans and the existing Initial Term Loans shall be identicalhave been utilized or expired, (ii) the rate proceeds of interest any New Term Loan Commitments shall be used in accordance with Section 5.09(e), (iii) the Administrative Agent shall have received a certificate of a Responsible Officer certifying and the amortization schedule applicable showing (in reasonable detail and with appropriate calculations and computations in all respects reasonably satisfactory to the New Term Loans of each Series shall be determined by Administrative Agent) that (A) the Borrower and the applicable new Lenders and shall be conditions set forth in each applicable Joinder Agreement; provided that this Section 5.10(c) have been satisfied and (B) the weighted average life Borrower would be in compliance with the Financial Covenants as of the most recently completed Measurement Period ending prior to maturity the incurrence of all such Debt for which the financial statements and certificates required by Section 8.03(b) or 8.03(c) were required to be delivered, after giving pro forma effect to such New Working Capital Commitments or New Term Loans shall be no shorter than the weighted average life Loan Commitments, as applicable (assuming that any such Commitments are fully drawn) and to maturity any other event occurring after such Measurement Period as to which pro forma recalculation pursuant to Section 8.04(d) is appropriate as if such transactions had occurred as of the Initial Term Loans and first day of such Measurement Period, (iiiiv) all other terms applicable the pro forma Leverage Ratio as of the last day of the most recently ended Fiscal Quarter shall not exceed 2.50:1.00 after giving effect to the such New Working Capital Commitments or New Term Loans of each Series Loan Commitments, as applicable (assuming that differ from any such Commitments are fully drawn) and calculated pursuant to Section 8.04(d), (v) the existing Initial Term Loans shall be reasonably acceptable to the Administrative Agent (pro forma Contracted Coverage Ratio as evidenced by its execution of the applicable Joinder Agreement). The terms and provisions date of the New Revolving Loans and New Revolving Credit Commitments shall be identical to the Revolving Credit Loans and the Revolving Credit Commitments. (e) Each Joinder Agreement may, without the consent extension of any other Lenderssuch New Working Capital Commitments and/or New Term Loan Commitments, effect such amendments to this Agreement and the other Credit Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provision of this Section 2.14.applicable (the

Incremental Facilities. (a) The Borrower Representative may by written notice to the Administrative Agent at any time after the Restatement Date elect to request (A) prior to the Revolving Commitment Termination Date, an increase to the existing Revolving Commitments (any such increase, the “Incremental Revolving Commitments”) and/or (B) the establishment of one or more (x) additional tranches of new term loans (the loan commitments thereto, the “New Term Loan Commitments”) and/or (y) increases in Revolving Credit Commitments (the “New Revolving Credit Commitments” and, together with the New Incremental Term Loan Commitments, the “New Loan Commitments”), by an aggregate amount not in excess of the Maximum Incremental Facilities Amount greater of (x) $500,000,000 in the aggregate and (y) $1,000,000,000 in the aggregate if, after giving pro forma effect to the incurrence of such Incremental Revolving Commitments and/or Incremental Term Loan Commitments, the Senior Secured Leverage Ratio would not exceed 2.00:1.00, and, in each case, not less than $100,000,000 25,000,000 individually (or such lesser amount as (x) may which shall be approved by the Administrative Agent or (y) such lesser amount that shall constitute the difference between the Maximum Incremental Facilities Amount $500,000,000 or $1,000,000,000, as applicable, and all such New Incremental Revolving Commitments and Incremental Term Loan Commitments obtained on or prior to such date), and integral multiples of $10,000,000 in excess of that amount. Each such notice shall specify (A) the date (each, an “Increased Amount Date”) on which the Borrower Representative proposes that the New Incremental Revolving Commitments or Incremental Term Loan Commitments Commitments, as applicable, shall be effective, which shall be a date not less than ten 10 Business Days after the date on which such notice is delivered to the Administrative Agent. The Borrower may approach any Agent and (B) the identity of each Lender or any other Person that is an Eligible Assignee (other than a natural personeach, an “Incremental Revolving Loan Lender” or “Incremental Term Loan Lender”, as applicable) to provide all or a whom the Borrower Representative proposes any portion of the New such Incremental Revolving Commitments or Incremental Term Loan Commitments, as applicable, be allocated and the amounts of such allocations; provided that the Administrative Agent may elect or decline to arrange such Incremental Revolving Commitments or Incremental Term Loan Commitments in its sole discretion and any Lender offered or approached to provide all or a portion of the New Incremental Revolving Commitments or Incremental Term Loan Commitments may elect or decline, in its sole discretion, to provide a New an Incremental Revolving Commitment or an Incremental Term Loan Commitment. In each case, such New Such Incremental Revolving Commitments or Incremental Term Loan Commitments shall become effective as of the applicable such Increased Amount Date; provided that (i1) no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such New Incremental Revolving Commitments or Incremental Term Loan Commitments, as applicable; (ii2) both before and after giving effect to the making of any Series of New Incremental Term Loans or New Revolving Loans, each of the conditions set forth in Section 7 3.02 shall be satisfied; (iii3) the New U.S. Borrower shall be in pro forma compliance with each of the covenants set forth in Section 6.07 as of the last day of the most recently ended Fiscal Quarter after giving effect to such Incremental Revolving Commitments or Incremental Term Loan Commitments, as applicable; (4) the Incremental Revolving Commitments or Incremental Term Loan Commitments, as applicable, shall be effected pursuant to one or more Joinder Agreements executed and delivered by the Borrower applicable Borrower, the Incremental Revolving Loan Lender or Incremental Term Loan Lender, as applicable, and the Administrative Agent, and each of which shall be recorded in the Register and each Incremental Revolving Loan Lender and Incremental Term Loan Lender shall be subject to the requirements set forth in Section 5.4(d2.20(c); (iv5) the applicable Borrower shall make any payments required pursuant to Section 2.11 2.18(c) in connection with the New Loan Incremental Revolving Commitments, as applicable; and (v6) the applicable Borrower shall deliver or cause to be delivered any legal opinions or other documents (including modifications of Mortgages and title insurance endorsements or policies) as reasonably requested by the Administrative Agent in connection with any such transactiontransaction and (7) the applicable Borrower shall have paid all fees and expenses owing to the Agents and the Lenders in respect of such Incremental Revolving Commitments or Incremental Term Loan Commitments. Any New Incremental Term Loans made on an Increased Amount Date shall be designated, designated a separate series (a “Series”) of New Incremental Term Loans for all purposes of this Agreement. (b) . On any Increased Amount Date on which New Incremental Revolving Credit Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (a) each of the Lenders with Revolving Credit Commitments of the same Class shall assign to each Lender with a New Revolving Credit Commitment (each, a “New of the Incremental Revolving Loan Lender”) Lenders, and each of the New Incremental Revolving Loan Lenders shall purchase from each of the Lenders with Revolving Credit Commitmentssuch Lenders, at the principal amount thereof and in the applicable currency(ies(together with accrued interest), such interests in the applicable Revolving Credit Loans outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, the such Revolving Credit Loans will be held by existing Lenders with Revolving Credit Lenders Commitments of the same Class and New Incremental Revolving Loan Lenders ratably in accordance with their Revolving Credit Commitments after giving effect to the addition of such New Incremental Revolving Credit Commitments to the Revolving Credit CommitmentsCommitments of the applicable Class, (b) each New Incremental Revolving Credit Commitment shall be deemed for all purposes a Revolving Credit Commitment of the applicable Class and each Loan made thereunder (a an “New Incremental Revolving Loan”) shall be deemed, for all purposes, a Revolving Credit Loan of the applicable Class and (c) each New Incremental Revolving Loan Lender shall become a Lender with respect to the New Incremental Revolving Credit Commitment and all matters relating thereto. (c) . On any Increased Amount Date on which any New Incremental Term Loan Commitments of any Series are effective, subject to the satisfaction of the foregoing terms and conditions, (i) each Lender with a New Incremental Term Loan Commitment (each, a “New Term Loan Lender”) Lender of any Series shall make a Loan to the Borrower Borrowers (a an “New Incremental Term Loan”) in an amount equal to its New Incremental Term Loan Commitment of such Series, Series and (ii) each New Incremental Term Loan Lender of any Series shall become a Lender hereunder with respect to the New Incremental Term Loan Commitment of such Series and the New Incremental Term Loans of such Series made pursuant thereto. . The Administrative Agent shall notify the Lenders promptly upon receipt of the Borrower Representative’s notice of each Increased Amount Date and in respect thereof (dy) the Incremental Revolving Commitments and the Incremental Revolving Loan Lenders or the Series of Incremental Term Loan Commitments and the Incremental Term Loan Lenders of such Series, as applicable and (z) in the case of each notice to any applicable Lender with Revolving Commitments, the respective interests in such Lender’s Revolving Loans, in each case subject to the assignments contemplated by this Section. The terms and provisions of the New Incremental Term Loans and New Incremental Term Loan Commitments of any Series shall be, except as otherwise set forth herein or in the applicable Joinder Agreement, identical to one or more Classes the Tranche B Term Loans of the existing Initial same Class. The terms and provisions of the Incremental Revolving Loans shall be identical to the Revolving Loans of the same Class. In the case of any Incremental Term Loans; provided that , (i) the Weighted Average Life to Maturity of all Incremental Term Loans of any Series shall be no shorter than the Weighted Average Life to Maturity of the Tranche B Terms Loans, (ii) the applicable New Incremental Term Loan Maturity Date of each Series shall be no earlier than the Initial Term Loan Maturity Date and mandatory prepayment and other payment rights (other than scheduled amortization) final maturity of the New Tranche B Term Loans Loans, and the existing Initial Term Loans shall be identical, (iiiii) the rate of interest yield and the amortization schedule all other terms applicable to the New Incremental Term Loans of each Series shall be determined by the Borrower Representative and the applicable new Lenders and shall be set forth in each applicable Joinder Agreement; provided provided, however, that the weighted average life to maturity of all New Term Loans shall be no shorter than the weighted average life to maturity of the Initial Term Loans and (iii) all other terms yield applicable to the New Incremental Term Loans (after giving effect to all rate floors and all fees or original issue discount payable with respect to such Incremental Term Loans), as reasonably determined by the Administrative Agent, shall not be greater than the applicable interest rate (including the Applicable Margin and rate floor) payable pursuant to the terms of each Series that differ from this Agreement as amended through the existing Initial date of such calculation with respect to the Tranche B Term Loans, plus 0.50% per annum unless (i) the interest rate with respect to the Tranche B Term Loans shall is increased so as to cause the then applicable interest rate under this Agreement on the Tranche B Term Loans to be reasonably acceptable not more than 0.50% less than the yield then applicable to the Administrative Agent Incremental Term Loans (after giving effect to all rate floors and all fees or original issue discount payable with respect to such Incremental Term Loans) and (ii) the interest rate with respect to Tranche A Term Loans is increased by an amount equal to the amount of any increase in the interest rate for Tranche B Term Loans pursuant to clause (i). Any Incremental Revolving Loans will be documented solely as evidenced by its execution an increase to the Revolving Commitments of the applicable Joinder Agreement). The terms same Class without any change in terms, other than any change that is more favorable to the Revolving Lenders and provisions of the New applies equally to all Revolving Loans and New Revolving Credit Commitments shall be identical to of the Revolving Credit Loans and the Revolving Credit Commitments. (e) same Class. Each Joinder Agreement may, without the consent of any Lender other Lendersthan the applicable Incremental Revolving Loan Lender or Incremental Term Loan Lender, effect such amendments to this Agreement and the other Credit Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, Agent to effect the provision provisions of this Section 2.142.24.

Incremental Facilities. (a) The Any Borrower may by written notice to Administrative the Agent elect to request the establishment of one or more (x) additional tranches of term loans of any class in Dollars, Euros, Sterling, Yen, Canadian Dollars or any other currency reasonably acceptable to the Agent or new Commitments to increase any existing Class of Term Loans (the commitments theretodescribed in this clause (x), the “New Term Loan Commitments”) and/or ), (y) increases in Revolving Credit Commitments under one or more of the then existing Revolving Facilities or new revolving commitments under a new revolving facility (a “New Revolving Facility”) (any such commitments described in this clause (y), the “New Revolving Credit Commitments” and, together with the New Term Loan Commitments, the “New Loan Commitments”), by an aggregate ) in a Dollar Equivalent amount at any time not to exceed (other than in excess the case of any New Commitments with respect to Refinancing Term Loans and/or Replacement Revolving Commitments) the Maximum Incremental Facilities Amount in the aggregate at such time and not less than the Dollar Equivalent of $100,000,000 25.0 million individually (or such lesser amount as (x) may which shall be approved by the Administrative Agent or (y) such lesser amount that shall constitute the difference between the Maximum Incremental Facilities Amount and all such New Loan Commitments obtained on or prior to such dateentire remaining availability hereunder). Each such notice shall specify the date (each, an “Increased Amount Date”) on which the applicable Borrower proposes that the New Loan Commitments shall be effective, which shall be a date not less than ten five Business Days after the date on which such notice is delivered to Agent (or such shorter period as may be agreed by the Administrative Agent. The Borrower may approach any Lender or any Person (other than a natural person) to provide all or a portion of the New Loan Commitments); provided that any Lender offered or approached to provide all or a portion of the New Loan Commitments may elect or decline, in its sole discretion, to provide a New Loan Commitment. In each case, such Such New Loan Commitments shall become effective effective, as of the applicable such Increased Amount Date; provided that (i) subject to Section 1.10, no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such New Loan Commitments, as applicable; (ii) subject to Section 1.10, both before and after giving effect to the making of any Series of New Term Loans or New Revolving Loans, each of the conditions set forth in Section 7 4.02 shall be satisfied; (iii) subject to Section 1.10, the U.S. Borrower and the Restricted Subsidiaries shall be in pro forma compliance with Section 6.10 as of the last day of the most recently ended fiscal quarter prior to such Increased Amount Date and as in effect on such Increased Amount Date after giving effect to such New Commitments and any Investment to be consummated in connection therewith; (iv) the New Loan Commitments shall be effected pursuant to one or more Joinder Agreements supplements to this Agreement executed and delivered by the Borrower and Administrative AgentLoan Parties, and each of which shall be recorded in the Register and shall be subject to the requirements set forth in Section 5.4(d); (iv) the Borrower shall make any payments required pursuant to Section 2.11 in connection with the New Loan Commitments, as applicableLenders and the Agent; and (v) the Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by Administrative Agent in connection with any such transactionsupplement shall provide that each New Lender shall automatically become party to the Loss Sharing Agreement pursuant to such supplement. Any The Euro Term A Loans, the Canadian Term A-1 Loans and any other New Term Loans (other than the Canadian Term A Loans funded pursuant to the Additional Canadian Term A Commitments and any other New Term Loans which are designated as an increase in the amount of any previously established Class of Term Loans) made on an Increased Amount Date shall be designated, designated a separate series (a “Series”) of New Term Loans for all purposes of this Agreement. In connection with the obtaining of any New Commitments pursuant to this Section 2.19(a), the U.S. Borrower shall, or shall cause the other applicable Loan Parties to, make such amendments to the Collateral Documents and take such other customary actions, if any, as the Agent may reasonably request in order to preserve and protect the Liens on the Collateral securing the Obligations (either prior to or within 30 days (or such longer period as to which the Agent may consent) following the Increased Amount Date for such New Commitments). (b) On any Increased Amount Date on which New Revolving Credit Commitments are effectedeffected under any existing Revolving Facility (but not any New Revolving Facility being established on such date), subject to the satisfaction of the foregoing terms and conditions, (a) each of the Lenders with Revolving Credit Commitments under the applicable Revolving Facility shall assign to each Lender with a New Revolving Credit Commitment (each, a “New Revolving Loan Lender”) and each of the New Revolving Loan Lenders shall purchase from each of the Lenders with Revolving Credit CommitmentsCommitments under the applicable Revolving Facility, at the principal amount thereof and in the applicable currency(ies)thereof, such interests in the Revolving Credit Loans outstanding under the applicable Revolving Facility on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, the such Revolving Credit Loans will be held by existing Lenders with Revolving Credit Lenders Loans under the applicable Revolving Facility and New Revolving Loan Lenders ratably in accordance with their Revolving Credit Commitments Ratable Portions after giving effect to the addition of such New Revolving Credit Commitments to the such Revolving Credit CommitmentsFacility, (b) each such New Revolving Credit Commitment shall be deemed for all purposes a Revolving Credit Commitment under the applicable Revolving Facility and each Loan made thereunder (a “New Revolving Loan”) shall be deemed, for all purposes, a Revolving Credit Loan under the applicable Revolving Facility and (c) each New Revolving Loan Lender with a New Revolving Commitment under an existing Revolving Facility shall become a Lender under the applicable Revolving Facility with respect to the New Revolving Credit Commitment and all matters relating thereto. On any Increased Amount Date on which New Revolving Commitments are effected under any New Revolving Facility, subject to the satisfaction of the foregoing terms and conditions, the Agent and the Borrowers shall enter into an amendment to this Agreement to incorporate the terms of such New Revolving Facility hereunder on substantially the same terms as were applicable to the existing Revolving Facilities (except with respect to the rate of interest and the Scheduled Termination Date applicable to such New Revolving Facility and except as otherwise reasonably acceptable to the Agent). (c) On any Increased Amount Date on which any New Term Loan Commitments of any Series Class are effective, subject to the satisfaction of the foregoing terms and conditions, (i) each Lender with a New Term Loan Commitment (each, a “New Term Loan Lender”) of any Series Class shall make a Loan to the applicable Borrower (a “New Term Loan”) in the requested currency in an amount equal to its New Term Loan Commitment of such SeriesClass, and (ii) each New Term Loan Lender of any Series Class shall become a Lender hereunder with respect to the New Term Loan Commitment of such Series Class and the New Term Loans of such Series Class made pursuant thereto. (d) The terms and provisions of the New Term Loans and New Term Loan Commitments of any Series shall be, except as otherwise set forth herein or in the applicable Joinder Agreementsupplement relating thereto, identical to one or more Classes of the existing Initial Term Loans; provided that (i) the applicable final maturity date of the New Term Loan Maturity Date of each Series Loans shall be no earlier than (x) in the Initial case of Refinancing Term Loans, the Term Loans or Revolving Commitments refinanced therewith, (y) in the case of New Term A Loans, the U.S. Term A Loan Maturity Date and (z) in the case of any other New Term Loans, the U.S. Term B-1 Loan Maturity Date, and, in the case of all New Term Loans, the mandatory prepayment and other payment rights (other than scheduled amortization) of provisions applicable to the New Term Loans and the existing Initial shall not require that any mandatory prepayment pursuant to Section 2.09 apply to such New Term Loans shall be identicalon a greater basis than ratable basis then outstanding Term Loans, (ii) the currency, optional prepayment provisions, rate of interest and the amortization schedule applicable to the any New Term Loans of each Series shall be determined by the applicable Borrower and the applicable new Lenders and shall be set forth in each the applicable Joinder Agreementsupplement relating thereto; provided that (A) the weighted average life Weighted Average Life to maturity Maturity of all any New Term Loans will be no shorter than (x) in the case of Refinancing Term Loans, the Weighted Average Life to Maturity of the Term Loans refinanced or Revolving Commitments replaced thereby, (y) in the case of New Term A Loans, the then remaining Weighted Average Life to Maturity of the U.S. Term A Loans or Canadian Term A Loans and (z) in the case of any other New Term Loans, the then remaining Weighted Average Life to Maturity of the U.S. Term B-1 Loans, (B) if the Effective Yield of any New Term Loans (other than Refinancing Term Loans) denominated in Dollars established on any Increased Amount Date occurring on or prior to the twelve (12) month anniversary of the Closing Date exceeds the Effective Yield of the U.S. Term B Loans by more than 50 basis points, the Applicable Rates for the U.S. Term B Loans shall be increased to the extent necessary so that, after giving effect to such increase, the Effective Yield of the U.S. Term B Loans is equal to the Effective Yield of such New Term Loans minus 50 basis points and (C) if the Effective Yield of any New Term Loans (other than Refinancing Term Loans) denominated in Dollars established on any Increased Amount Date occurring on or prior to the twelve (12) month anniversary of the Incremental Amendment No. 2 Effective Date exceeds the Effective Yield of the U.S. Term B-1 Loans by more than 50 basis points, the Applicable Rates for the U.S. Term B-1 Loans shall be increased to the extent necessary so that, after giving effect to such increase, the Effective Yield of the U.S. Term B-1 Loans is equal to the Effective Yield of such New Term Loans minus 00 xxxxx xxxxxx, (xxx) New Term Loans shall not be no shorter than the weighted average life to maturity guaranteed by any Subsidiary of the Initial Term Loans U.S. Borrower that is not a Loan Party and shall be secured on a pari passu basis with the other Obligations pursuant to the Collateral Documents and (iiiiv) all other terms applicable to the New Term Loans of each Series that differ from the existing Initial Term Loans shall be reasonably acceptable to the Administrative Agent (as evidenced by its execution of the applicable Joinder Agreementsupplement relating thereto). The terms and provisions of the New Revolving Loans and New Revolving Credit Commitments forming an increase in any then existing Revolving Facility shall be identical to the Revolving Credit Loans and the Revolving Credit CommitmentsCommitments under such Revolving Facility; provided that, with respect to any New Revolving Facility, (i) the Scheduled Termination Date with respect thereto shall be set forth in the applicable supplement and shall be no earlier than the Scheduled Termination Date of any then outstanding Revolving Facility in effect at such time, (ii) the rate of interest and fees applicable thereto shall be determined by the applicable Borrower and the applicable new Lenders and shall be set forth in the applicable supplement relating thereto, (iii) such New Revolving Facility shall not be guaranteed by any Subsidiary of the U.S. Borrower that is not a Loan Party and shall be secured on a pari passu basis with the other Obligations pursuant to the Collateral Documents and (iv) all other terms applicable thereto that differ from the existing Revolving Loans and Revolving Commitments under the existing Revolving Facilities (including but not limited to any currency available under or any Borrower of such New Revolving Facility) shall be reasonably acceptable to the Agent (as evidenced by the execution of the applicable supplement relating thereto). (ei) Any Borrower may at any time and from time to time request that all or a portion of the Term Loans under any Term Loan Facility of such Borrower (an “Existing Class”) be converted to extend the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of such Term Loans and/or amended to lower the Effective Yield thereof (any such Term Loans which have been so converted and/or extended, “Extended Term Loans”) and to provide for other terms consistent with this Section 2.19(e). In order to establish any Extended Term Loans, the applicable Borrower shall provide a notice to the Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Class) (an “Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established, which shall be identical to the Term Loans of the Existing Class from which they are to be converted except (w) all or any of the scheduled amortization payments of principal of the Extended Term Loans may be delayed to later dates than the scheduled amortization of principal of the Term Loans of such Existing Class, (x) (A) the interest rate and fee provisions with respect to the Extended Term Loans may be different from those applicable to the Term Loans of such Existing Class (and Extended Term Loans may provide for prepayment protection that is different from those applicable to such Existing Class) and/or (B) additional fees may be payable to the Lenders providing such Extended Term Loans in addition to or in lieu of any increased margins contemplated by the preceding clause (A), (y) the supplement providing for such Extended Term Loans may provide for other terms applicable to such Extended Term Loans so long as either (A) such additional terms do not apply until all Term Loans and Commitments outstanding immediately prior to the establishment of such Extended Term Loans have been repaid, terminated or returned as applicable, (B) such additional terms are less favorable to the holders of the Extended Term Loans than the corresponding Existing Class or (C) such additional terms have been approved by the Required Lenders and (z) the mandatory prepayment rights of the Extended Term Loans and such Existing Class may be different so long as the proportion (if any) of the proceeds thereof to which such Extended Term Loans are entitled is no greater on a proportionate basis than the portion of such proceeds to which the Existing Class is entitled to receive. (ii) The Borrowers shall provide the applicable Extension Request at least five (5) Business Days prior to the date on which Lenders under the Existing Class are requested to respond (or such shorter period as may be agreed by the Agent). Any Lender (an “Extending Lender”) wishing to have all or a portion of its Term Loans of the Existing Class subject to such Extension Request converted into Extended Term Loans shall notify the Agent (an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Term Loans of the Existing Class which it has elected to convert into Extended Term Loans. In the event that the aggregate amount of Term Loans of the Existing Class subject to Extension Elections exceeds the amount of Extended Term Loans requested pursuant to the Extension Request, Term Loans subject to Extension Elections shall be converted to Extended Term Loans on a pro rata basis based on the amount of Term Loans included in each such Extension Election (subject to such rounding as the Agent deems expedient). For the avoidance of doubt, each Lender agrees that any Term Loan that is converted to an Extended Term Loan (and the Extending Lender providing such Extended Term Loan) shall continue to be subject to the Loss Sharing Agreement to the same extent as the Term Loan from which such Extended Term Loan was converted. Any Extended Term Loans shall be established on the date set forth in the applicable supplement entered into by the applicable Borrower and the Agent pursuant to this Section 2.19(e) (it being understood that by providing an Extension Election, an Extending Lender will agree to be bound thereby). (f) Each Joinder Agreement supplement pursuant to this Section 2.19 may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Credit Loan Documents as may be necessary or appropriate, in the opinion of the Administrative AgentAgent and the Joint Lead Arrangers, to effect the provision of this Section 2.142.19. (g) The provisions of this Section 2.19 shall override any provisions of Section 9.02 to the contrary and, for the avoidance of doubt Section 2.09(b).

Incremental Facilities. (a) The Borrower may After the Second Amendment Effective Date and before the Extended Term Loan Maturity Date (with respect to Term Loans) and Extended Revolving Termination Date (with respect to Revolving Loans), as applicable, the Borrower, by written notice to Administrative Agent elect to Agent, may request (i) the establishment of one or more (x) additional tranches of term loans (the commitments thereto, the “New Incremental Term Loan Commitments”) and/or (yii) increases in the Revolving Credit Commitments (the “New Incremental Revolving Credit Commitments” and, together with the New Incremental Term Loan Commitments, the “New Incremental Loan Commitments”), by an aggregate amount not in excess of the Maximum Incremental Facilities Amount in the aggregate and ; provided that (i) each such request shall be for not less than $100,000,000 individually 25,000,000 (or such lesser amount as (x) may be approved by the Administrative Agent or (y) shall constitute the difference between up to the Maximum Incremental Facilities Amount Amount) and all (ii) after giving effect to each such New Loan request, the aggregate amount (the “Maximum Facilities Amount”) of outstanding Term Loans and Revolving Commitments obtained on or prior to such date)shall not exceed $1,500,000,000. Each such notice shall specify the date (each, an “Increased Amount Date”) on which the Borrower proposes that the New Incremental Loan Commitments shall be effective, which shall be a date not less than ten 10 Business Days after the date on which such notice is delivered to the Administrative Agent. The Borrower may approach any Lender or any Person (other than a natural person) to provide all or a portion of the New Incremental Loan Commitments; provided that any (i) no Lender offered or approached will be required to provide such Incremental Loan Commitment and (ii) any entity providing all or a portion of the New Incremental Loan Commitments may elect other than a Lender, an affiliate of a Lender or declinean Approved Fund, in its sole discretion, shall be reasonably acceptable to provide a New Loan Commitment. the Administrative Agent (with such acceptance by the Administrative Agent to not be unreasonably withheld or delayed). (b) In each case, such New Incremental Loan Commitments shall become effective as of the applicable Increased Amount Date; , provided that (i) no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such New Incremental Loan Commitments, as applicable; (ii) both before and the Borrower shall be in compliance with Section 7.1 as of the most recently ended fiscal quarter after giving effect to the making of any Series of New Term Loans or New Revolving Loanssuch Incremental Loan Commitments, each of the conditions set forth in Section 7 shall be satisfied; (iii) the New weighted average life to maturity of any Incremental Term Loan shall be greater than or equal to the then-remaining weighted average life to maturity of the Extended Term Loans, (iv) the interest rate margin in respect of any Incremental Revolving Loans that is in effect on the Increased Amount Date (giving effect to original issue discount (“OID”) or upfront fees, (which shall be deemed to constitute like amounts of OID, with OID being equated to interest rates in a manner determined by the Administrative Agent based on a four-year life to maturity) paid to all of the Incremental Revolving Lenders in connection therewith) shall not exceed the sum of (x) the Applicable Margin for the Revolving Loans made pursuant to Extended Revolving Commitments that is in effect on the Increased Amount Date, and (y) the upfront fees paid to all of the Lenders in respect of their Extended Revolving Commitments, which shall be equated to interest rate based on a four-year life to maturity, or if it does so exceed the sum of such Applicable Margin and such fees, such Applicable Margin for the Revolving Loans made pursuant to Extended Revolving Commitments shall be increased so that the interest rate margin in respect of such Incremental Revolving Loan that is in effect on the Increased Amount Date (giving effect to any OID issued or upfront fees paid to all of the Incremental Lenders in connection therewith) is no greater than the sum of (x) the Applicable Margin for the Revolving Loans made pursuant to Extended Revolving Commitments that is in effect on the Increased Amount Date and (y) the upfront fees paid to all of the Lenders in respect of their Extended Revolving Commitments, (v) unless the final maturity date of such Incremental Term Loans is at least one year later than the final maturity date of the Extended Term Loans, the interest rate margin in respect of such Incremental Term Loans (giving effect to OID or upfront fees paid to all of the Incremental Term Lenders in connection therewith (with fees and OID being equated to interest rate in the manner set forth above)) shall not exceed the sum of (x) the Applicable Margin for the Extended Term Loans, and (y) the upfront fees paid to all of the Lenders in respect of their Extended Term Loans, which shall be equated to interest rate based on a four-year life to maturity, or if it does so exceed the sum of such Applicable Margin and such fees, such Applicable Margin for the Extended Term Loans shall be increased so that the interest rate margin in respect of such Incremental Term Loan (giving effect to any OID issued or upfront fees paid to all of the Incremental Term Lenders in connection therewith) is no greater than the sum of (x) the Applicable Margin for the Extended Term Loans and (y) the upfront fees paid to all of the Lenders in respect of their Extended Term Loans, (vi) if the final maturity date of such Incremental Term Loans is at least one year later than the final maturity date of the Extended Term Loans, the interest rate margin in respect of such Incremental Term Loans (giving effect to OID or upfront fees paid to all of the Incremental Term Lenders in connection therewith (with fees and OID being equated to interest rate in the manner set forth above)) shall not exceed by more than 25 bps the sum of (x) the Applicable Margin for the Extended Term Loans, and (y) the upfront fees paid to all of the Lenders in respect of their Extended Term Loans, which shall be equated to interest rate based on a four-year life to maturity, or if it does so exceed by more than 25 bps the sum of such Applicable Margin and such fees, such Applicable Margin for the Extended Term Loans shall be increased so that the interest rate margin in respect of such Incremental Term Loan (giving effect to any OID issued or upfront fees paid to all of the Incremental Term Lenders in connection therewith) is no greater than the sum of (x) the Applicable Margin for the Extended Term Loans, (y) the upfront fees paid to all of the Lenders in respect of their Extended Term Loans and (z) 25 bps, and (vii) the Incremental Loan Commitments shall be effected pursuant to one or more Joinder Agreements incremental commitment agreements in a form reasonably acceptable to the Administrative Agent (each, a “Incremental Commitment Agreement”) executed and delivered by the Borrower Borrower, the applicable Incremental Term Loan Lender and the Administrative Agent, and each of Agent pursuant to which shall such Incremental Term Loan Lender agrees to be recorded in the Register and shall be subject bound to the requirements set forth in Section 5.4(d); (iv) the Borrower shall make any payments required pursuant to Section 2.11 in connection with the New Loan Commitments, terms of this Agreement as applicable; and (v) the Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by Administrative Agent in connection with any such transactiona Lender. Any New Incremental Term Loans made on an Increased Amount Date shall be designated, designated a separate series (a “Series”) tranche of New Incremental Term Loans for all purposes of this Agreement. (bc) On any Increased Amount Date on which New Incremental Revolving Credit Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (a) each of the Lenders with Revolving Credit Commitments shall assign to each Lender Person with a New an Incremental Revolving Credit Commitment (each, a an “New Incremental Revolving Loan Lender”) and each of the New Incremental Revolving Loan Lenders shall purchase from each of the Lenders with Revolving Credit Commitments, at the principal amount thereof and in the applicable currency(ies)thereof, such interests in the Revolving Credit Loans outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, the Revolving Credit Loans will be held by existing Revolving Credit Lenders and New Incremental Revolving Loan Lenders ratably in accordance with their Revolving Credit Commitments after giving effect to the addition of such New Incremental Revolving Credit Commitments to the Revolving Credit Commitments, (b) each New Incremental Revolving Credit Commitment shall be deemed for all purposes a Revolving Credit Commitment and each Loan made thereunder (a an “New Incremental Revolving Loan”) shall be deemed, for all purposes, a Revolving Credit Loan and (c) each New Incremental Revolving Loan Lender shall become a Lender with respect to the New Incremental Revolving Credit Commitment and all matters relating thereto. The terms and provisions of the Incremental Revolving Loans and Incremental Revolving Commitments shall be identical to the Revolving Loans and the Revolving Commitments. (cd) On any Increased Amount Date on which any New Incremental Term Loan Commitments of any Series are effectiveeffected, subject to the satisfaction of the foregoing terms and conditions, (i) each Lender Person with a New an Incremental Term Loan Commitment (each, a an “New Incremental Term Loan Lender”) of any Series shall make a Loan to the Borrower (a an “New Incremental Term Loan”) in an amount equal to its New Incremental Term Loan Commitment of such SeriesCommitment, and (ii) each New Incremental Term Loan Lender of any Series shall become a Lender hereunder with respect to the New Incremental Term Loan Commitment of such Series and the New Incremental Term Loans of such Series made pursuant thereto. (d) The terms and provisions of the New Term Loans and New Term Loan Commitments of any Series shall be, except as otherwise set forth herein or in the applicable Joinder Agreement, identical to one or more Classes of the existing Initial Term Loans; provided that (i) the applicable New Term Loan Maturity Date of each Series shall be no earlier than the Initial Term Loan Maturity Date and mandatory prepayment and other payment rights (other than scheduled amortization) of the New Term Loans and the existing Initial Term Loans shall be identical, (ii) the rate of interest and the amortization schedule applicable to the New Term Loans of each Series shall be determined by the Borrower and the applicable new Lenders and shall be set forth in each applicable Joinder Agreement; provided that the weighted average life to maturity of all New Term Loans shall be no shorter than the weighted average life to maturity of the Initial Term Loans and (iii) all other terms applicable to the New Term Loans of each Series that differ from the existing Initial Term Loans shall be reasonably acceptable to the Administrative Agent (as evidenced by its execution of the applicable Joinder Agreement). The terms and provisions of the New Revolving Loans and New Revolving Credit Commitments shall be identical to the Revolving Credit Loans and the Revolving Credit Commitments. (e) Each Joinder Incremental Commitment Agreement may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Credit Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provision provisions of this Section 2.142.23.

Incremental Facilities. (a) The Borrower may may, by written notice to Administrative Agent Agent, elect to request the establishment of one or more (x) additional tranches of term loans or increases in Term Loans of any Class (the commitments thereto, the “New Term Loan Commitments”) and/or ), (y) increases in Revolving Credit Commitments of any Class (the “New Revolving Credit Commitments”), and/or (z) additional tranches of Revolving Credit Commitments (the “Additional Revolving Credit Commitments” and, together with the New Revolving Credit Commitments, the “Incremental Revolving Credit Commitments”; together with the New Term Loan Commitments and the New Revolving Credit Commitments, the “New Loan Commitments”), ) by an aggregate amount not in excess of the Maximum Incremental Facilities Amount in the aggregate and not less than $100,000,000 10,000,000 individually (or such lesser amount as (x) may be approved by the Administrative Agent or (y) shall constitute the difference between the Maximum Incremental Facilities Amount and all such New Loan Commitments obtained on or prior to such date), which may be incurred in Dollars, Euros or Pounds Sterling. Each such notice shall specify In connection with the date (eachincurrence of any Indebtedness under this Section 2.14, an “Increased Amount Date”) on which at the request of the Administrative Agent, the Borrower proposes shall provide to the Administrative Agent a certificate certifying that the New Loan Commitments do not exceed the Maximum Incremental Facilities Amount, which certificate shall be effectivein reasonable detail and shall provide the calculations and basis therefor and, which shall be a date not less than ten Business Days after the date on which such notice is delivered subject to the Administrative Agent. The Borrower may approach any Lender or any Person (other than a natural person) to provide all or a portion of the New Loan Commitments; provided that any Lender offered or approached to provide all or a portion of the New Loan Commitments may elect or decline, in its sole discretion, to provide a New Loan Commitment. In each case, such New Loan Commitments shall become effective reclassification as of the applicable Increased Amount Date; provided that (i) no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such New Loan Commitments, as applicable; (ii) both before and after giving effect to the making of any Series of New Term Loans or New Revolving Loans, each of the conditions set forth in Section 7 shall be satisfied; (iii) the New Loan Commitments shall be effected pursuant to one or more Joinder Agreements executed and delivered by the Borrower and Administrative Agent10.1, and each of which shall be recorded in the Register and shall be subject classify such Indebtedness as being incurred underpursuant to the requirements set forth in Section 5.4(d); applicable clause(i) or clause (iv) the Borrower shall make any payments required pursuant to Section 2.11 in connection with the New Loan Commitments, as applicable; and (v) the Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by Administrative Agent in connection with any such transaction. Any New Term Loans made on an Increased Amount Date shall be designated, a separate series (a “Series”) of New Term Loans for all purposes of this Agreement. (b) On any Increased Amount Date on which New Revolving Credit Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (a) each of the Lenders with Revolving Credit Commitments shall assign to each Lender with a New Revolving Credit Commitment (each, a “New Revolving Loan Lender”) and each of the New Revolving Loan Lenders shall purchase from each of the Lenders with Revolving Credit Commitments, at the principal amount thereof and in the applicable currency(ies), such interests in the Revolving Credit Loans outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, the Revolving Credit Loans will be held by existing Revolving Credit Lenders and New Revolving Loan Lenders ratably in accordance with their Revolving Credit Commitments after giving effect to the addition of such New Revolving Credit Commitments to the Revolving Credit Commitments, (b) each New Revolving Credit Commitment shall be deemed for all purposes a Revolving Credit Commitment and each Loan made thereunder (a “New Revolving Loan”) shall be deemed, for all purposes, a Revolving Credit Loan and (c) each New Revolving Loan Lender shall become a Lender with respect to the New Revolving Credit Commitment and all matters relating thereto. (c) On any Increased Amount Date on which any New Term Loan Commitments of any Series are effective, subject to the satisfaction of the foregoing terms and conditions, (i) each Lender with a New Term Loan Commitment (each, a “New Term Loan Lender”) of any Series shall make a Loan to the Borrower (a “New Term Loan”) in an amount equal to its New Term Loan Commitment of such Series, and (ii) each New Term Loan Lender of any Series shall become a Lender hereunder with respect to the New Term Loan Commitment of such Series and the New Term Loans of such Series made pursuant thereto. (d) The terms and provisions of the New Term Loans and New Term Loan Commitments of any Series shall be, except as otherwise set forth herein or in the applicable Joinder Agreement, identical to one or more Classes of the existing Initial Term Loans; provided that (i) the applicable New Term Loan Maturity Date of each Series shall be no earlier than the Initial Term Loan Maturity Date and mandatory prepayment and other payment rights (other than scheduled amortizationiis) of the New Term Loans and the existing Initial Term Loans shall be identical, (ii) the rate definition of interest and the amortization schedule applicable to the New Term Loans of each Series shall be determined by the Borrower and the applicable new Lenders and shall be set forth in each applicable Joinder Agreement; provided that the weighted average life to maturity of all New Term Loans shall be no shorter than the weighted average life to maturity of the Initial Term Loans and (iii) all other terms applicable to the New Term Loans of each Series that differ from the existing Initial Term Loans shall be reasonably acceptable to the Administrative Agent (as evidenced by its execution of the applicable Joinder Agreement). The terms and provisions of the New Revolving Loans and New Revolving Credit Commitments shall be identical to the Revolving Credit Loans and the Revolving Credit Commitments. (e) Each Joinder Agreement may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Credit Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provision of this Section 2.14.Maximum

Incremental Facilities. (a) The Borrower may by written notice to Administrative Agent elect to At any time the Borrower, may, if it so elects, (i) increase the aggregate amount of the revolving Commitments (each, an “Incremental Revolving Increase”) or (ii) request the establishment addition of one or more (x) additional new tranches of term loans (the commitments theretoeach, the an “New Incremental Term Loan Commitments”) and/or (y) increases in Revolving Credit Commitments (the “New Revolving Credit CommitmentsFacility” and, together with the New Term Loan CommitmentsIncremental Revolving Increases, the “New Loan CommitmentsIncremental Facilities”), either by an aggregate amount not in excess of the Maximum Incremental Facilities Amount in the aggregate and not less than $100,000,000 individually (or such lesser amount as (x) may be approved by the Administrative Agent or (y) shall constitute the difference between the Maximum Incremental Facilities Amount and all such New Loan Commitments obtained on or prior to such date). Each such notice shall specify the date (each, an “Increased Amount Date”) on which the Borrower proposes that the New Loan Commitments shall be effective, which shall be a date not less than ten Business Days after the date on which such notice is delivered to the Administrative Agent. The Borrower may approach any Lender or any Person (other than a natural person) to provide all or a portion of the New Loan Commitments; provided that any Lender offered or approached to provide all or a portion of the New Loan Commitments may elect or decline, in its sole discretion, to provide a New Loan Commitment. In each case, such New Loan Commitments shall become effective as of the applicable Increased Amount Date; provided that (i) no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such New Loan Commitments, as applicable; (ii) both before and after giving effect to the making of any Series of New Term Loans or New Revolving Loans, each of the conditions set forth in Section 7 shall be satisfied; (iii) the New Loan Commitments shall be effected pursuant to designating one or more Joinder Agreements executed and delivered by the Borrower and Administrative Agent, and each of which shall be recorded in the Register and shall be subject to the requirements set forth in Section 5.4(d); (iv) the Borrower shall make any payments required pursuant to Section 2.11 in connection with the New Loan Commitments, as applicable; and (v) the Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by Administrative Agent in connection with any such transaction. Any New Term Loans made on an Increased Amount Date shall be designated, financial institutions not theretofore a separate series (a “Series”) of New Term Loans for all purposes of this Agreement. (b) On any Increased Amount Date on which New Revolving Credit Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (a) each of the Lenders with Revolving Credit Commitments shall assign to each Lender with a New Revolving Credit Commitment (each, a “New Revolving Loan Lender”) and each of the New Revolving Loan Lenders shall purchase from each of the Lenders with Revolving Credit Commitments, at the principal amount thereof and in the applicable currency(ies), such interests in the Revolving Credit Loans outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, the Revolving Credit Loans will be held by existing Revolving Credit Lenders and New Revolving Loan Lenders ratably in accordance with their Revolving Credit Commitments after giving effect to the addition of such New Revolving Credit Commitments to the Revolving Credit Commitments, (b) each New Revolving Credit Commitment shall be deemed for all purposes a Revolving Credit Commitment and each Loan made thereunder (a “New Revolving Loan”) shall be deemed, for all purposes, a Revolving Credit Loan and (c) each New Revolving Loan Lender shall become a Lender (such designation to be effective only with respect to the New Revolving Credit Commitment and all matters relating thereto. (c) On any Increased Amount Date on which any New Term Loan Commitments of any Series are effective, subject to the satisfaction of the foregoing terms and conditions, (i) each Lender with a New Term Loan Commitment (each, a “New Term Loan Lender”) of any Series shall make a Loan to the Borrower (a “New Term Loan”) in an amount equal to its New Term Loan Commitment of such Series, and (ii) each New Term Loan Lender of any Series shall become a Lender hereunder with respect to the New Term Loan Commitment of such Series and the New Term Loans of such Series made pursuant thereto. (d) The terms and provisions of the New Term Loans and New Term Loan Commitments of any Series shall be, except as otherwise set forth herein or in the applicable Joinder Agreement, identical to one or more Classes of the existing Initial Term Loans; provided that (i) the applicable New Term Loan Maturity Date of each Series shall be no earlier than the Initial Term Loan Maturity Date and mandatory prepayment and other payment rights (other than scheduled amortization) of the New Term Loans and the existing Initial Term Loans shall be identical, (ii) the rate of interest and the amortization schedule applicable to the New Term Loans of each Series shall be determined by the Borrower and the applicable new Lenders and shall be set forth in each applicable Joinder Agreement; provided that the weighted average life to maturity of all New Term Loans shall be no shorter than the weighted average life to maturity of the Initial Term Loans and (iii) all other terms applicable to the New Term Loans of each Series that differ from the existing Initial Term Loans shall be reasonably acceptable to the Administrative Agent (as evidenced by its execution of the applicable Joinder Agreement). The terms and provisions of the New Revolving Loans and New Revolving Credit Commitments shall be identical to the Revolving Credit Loans and the Revolving Credit Commitments. (e) Each Joinder Agreement may, without the prior written consent of any other Lenders, effect such amendments to this Agreement and the other Credit Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, which consent will not be unreasonably withheld or delayed), and/or by agreeing with one or more existing Lenders (each, an “Increasing Lender”) that each such Lender’s Commitment shall be increased. Upon execution and delivery by the Borrower and such Lender or other financial institution of an instrument in form reasonably satisfactory to effect the provision Administrative Agent providing for such new or increased Commitment, addressing the other matters related thereto contemplated in this Section, and, with respect to an Incremental Term Facility, providing for appropriate modifications for obligations of Lenders, commitments and loans (each, an “Incremental Amendment”), each such New Lender and Increasing Lender shall have a Commitment as set forth in such instrument with all the rights and obligations of a Lender with such a Commitment hereunder, the commitments of Lenders agreeing to provide such Incremental Facilities shall become “Commitments” hereunder and any Incremental Facilities shall, when made, constitute “Loans” under this Section 2.14.Agreement; provided that:

Incremental Facilities. (a) The Borrower may by written notice to Administrative Agent elect to request the establishment of one or more (x) additional tranches of term loans (the commitments thereto, the “New Term Loan Commitments”) and/or (y) increases in Revolving Credit Commitments (the “New Revolving Credit Commitments” and, together with the New Term Loan Commitments, the “New Loan Commitments”), by an aggregate amount not in excess of the Maximum Incremental Facilities Amount $1,500,000,000 in the aggregate and not less than $100,000,000 50,000,000 individually (or such lesser amount as (x) may which shall be approved by the Administrative Agent or (y) such lesser amount that shall constitute the difference between the Maximum Incremental Facilities Amount $1,500,000,000 and all such New Loan Commitments obtained on or prior to such date). Each such notice shall specify the date (each, an “Increased Amount Date”) on which the Borrower proposes that the New Loan Commitments shall be effective, which shall be a date not less than ten Business Days after the date on which such notice is delivered to the Administrative Agent. The Borrower may approach any Lender or any Person (other than a natural person) to provide all or a portion of the New Loan Commitments; provided that any Lender offered or approached to provide all or a portion of the New Loan Commitments may elect or decline, in its sole discretion, to provide a New Loan Commitment. In each case, such Such New Loan Commitments shall become effective effective, as of the applicable such Increased Amount Date; provided that (i) no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such New Loan Commitments, as applicable; (ii) both before and after giving effect to the making of any Series of New Term Loans or New Revolving Loans, each of the conditions set forth in Section 7 shall be satisfied; (iii) the Borrower shall be in Pro Forma Compliance with the covenant set forth in Section 10.9 as of the last day of the most recently ended fiscal quarter after giving effect to such New Loan Commitments and any Investment to be consummated in connection therewith; (iv) the New Loan Commitments shall be effected pursuant to one or more Joinder Agreements New Loan Increase Joinders executed and delivered by the Borrower and Administrative Agent, and each of which shall be recorded in the Register and shall be subject to the requirements set forth in Section 5.4(d) and (e); (ivv) the Borrower shall make any payments required pursuant to Section 2.11 in connection with the New Loan Commitments, as applicable; (vi) any New Loan Commitments and any New Term Loans and New Revolving Loans shall be denominated in Dollars; and (vvii) the Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by Administrative Agent in connection with any such transaction. Any New Term Loans made on an Increased Amount Date shall be designated, designated a separate series (a “Series”) of New Term Loans for all purposes of this Agreement. (b) On any Increased Amount Date on which New Revolving Credit Loan Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (a) each of the Lenders with Revolving Credit Commitments shall assign to each Lender with a New Revolving Credit Commitment (each, a “New Revolving Loan Lender”) and each of the New Revolving Loan Lenders shall purchase from each of the Lenders with Revolving Credit Commitments, at the principal amount thereof and in the applicable currency(ies(together with accrued interest), such interests in the Revolving Credit Loans outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, the such Revolving Credit Loans will be held by existing Lenders with Revolving Credit Lenders Loans and New Revolving Loan Lenders ratably in accordance with their Revolving Credit Commitments after giving effect to the addition of such New Revolving Credit Commitments to the Revolving Credit Commitments, (b) each New Revolving Credit Commitment shall be deemed for all purposes a Revolving Credit Commitment and each Loan made thereunder (a “New Revolving Loan”) shall be deemed, for all purposes, a Revolving Credit Loan and (c) each New Revolving Loan Lender shall become a Lender with respect to the New Revolving Credit Loan Commitment and all matters relating thereto. (c) On any Increased Amount Date on which any New Term Loan Commitments of any Series are effective, subject to the satisfaction of the foregoing terms and conditions, (i) each Lender with a New Term Loan Commitment (each, a “New Term Loan Lender”) of any Series shall make a Loan to the Borrower (a “New Term Loan”) in an amount equal to its New Term Loan Commitment of such Series, and (ii) each New Term Loan Lender of any Series shall become a Lender hereunder with respect to the New Term Loan Commitment of such Series and the New Term Loans of such Series made pursuant thereto. (d) The terms and provisions of the New Term Loans and New Term Loan Commitments of any Series shall be, except as otherwise set forth herein or in the applicable Joinder AgreementNew Loan Increase Joinder, identical to one or more Classes of the existing Initial Tranche B Term Loans; provided that (i) the applicable New Term Loan Maturity Date of each Series shall be no earlier than the Initial Tranche B Term Loan Maturity Date and mandatory prepayment and other payment rights (other than scheduled amortization) of the New Term Loans and the existing Initial Tranche B Term Loans shall be identical, (ii) the rate of interest and the amortization schedule applicable to the New Term Loans of each Series shall be determined by the Borrower and the applicable new Lenders and shall be set forth in each applicable New Loan Increase Joinder Agreement; provided that the weighted average life to maturity of all New Term Loans shall be no shorter than the weighted average life to maturity of the Initial Term Loans and (iii) all other terms applicable to the New Term Loans of each Series that differ from the existing Initial Tranche B Term Loans shall be reasonably acceptable to the Administrative Agent (as evidenced by its execution of the applicable Joinder AgreementNew Loan Increase Joinder). The terms and provisions of the New Revolving Loans and New Revolving Credit Commitments shall be identical to the Revolving Credit Loans and the Revolving Credit Commitments. (e) The New Loan Commitments shall be effected by a joinder agreement (the “New Loan Increase Joinder”) substantially in the form of Exhibit M executed by the Borrower, the Administrative Agent and each Lender making such New Loan Commitment, in form and substance reasonably satisfactory to each of them. Each New Loan Increase Joinder Agreement may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Credit Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provision of this Section 2.14.

Incremental Facilities. (a) The At any time and from time to time, subject to the terms and conditions set forth herein, the Borrower may may, by written notice to the Administrative Agent elect (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request the establishment of to add (i) (x) one or more increases to any existing Term Loan or Incremental Term Loan (xeach such increase, a “Term Loan Increase”) or (y) one or more additional tranches of term loans (the commitments thereto“Other Term Loans” and together with any Term Loan Increase, the “New Incremental Term Loan CommitmentsLoans”) and/or or (yii) solely during the Revolving Availability Period, one or more increases in the aggregate amount of the Revolving Credit Commitments (the each such increase, a “New Revolving Credit CommitmentsCommitment Increase” and, together with the New Incremental Term Loan CommitmentsLoans, the “New Loan CommitmentsIncremental Facilities”); provided that at the time of each such request and upon the effectiveness of each Incremental Facility Amendment (or, by an aggregate amount not subject to clauses (A) and (B) below, to the extent the initial proceeds of any Incremental Facilities are used in excess connection with any acquisition of or other investment in all or substantially all of the Maximum Equity Interests, assets or business of any Person or any assets constituting a business unit, line or division of such Person, at and as of the date the agreement with respect to such acquisition or other investment is signed), (A) no Default has occurred and is continuing or shall result therefrom (provided that in the event the initial proceeds of any Incremental Facilities Amount are used in connection with any acquisition of or other investment in all or substantially all of the aggregate and not less than $100,000,000 individually Equity Interests, assets or business of any Person or any assets constituting a business unit, line or division of such Person, such condition precedent set forth in this clause (or such lesser amount as (xA) may be approved by waived or limited as agreed between the Administrative Agent Borrower and the Lenders providing such Incremental Facility, without the consent of any other Lenders), (B) the representations and warranties of the Borrower set forth in the Loan Documents (or, to the extent the initial proceeds of any Incremental Facilities are used in connection with any acquisition of or other investment in all or substantially all of the Equity Interests, assets or business of any Person or any assets constituting a business unit, line or division of such Person, at the time the agreement with respect to such acquisition or other investment is signed and upon the effectiveness of such Incremental Facility Amendment, solely the representations and warranties of the Borrower set forth in Sections 3.01(a), 3.01(b), 3.02, 3.03(b) (ywith respect to the charter, articles or certificate of organization or incorporation and bylaws or other organizational or governing documents of the Borrower), 3.08(d), 3.09, 3.10 and 3.14 and customary specified acquisition agreement representations and warranties with respect to the Person to be acquired) shall constitute be true and correct in all material respects (or, in the difference between case of representations and warranties qualified as to materiality or Material Adverse Effect, in all respects) at and as of such time, except in the Maximum case of any such representation and warranty that expressly relates to a prior date, in which case such representation and warranty shall be true and correct in all material respects (or in all respects, as applicable) as of such earlier date, (C) the Borrower shall be in compliance on a Pro Forma Basis after giving effect to the incurrence or assumption of such Indebtedness (and the application of the proceeds therefrom) with the covenants contained in Sections 6.09 (if then applicable) and 6.10 recomputed as of the last day of the most recently ended fiscal quarter of the Borrower for which financial statements are required to have been delivered pursuant to Section 5.01(a) or 5.01(b) (and, if such Incremental Facilities Amount and Facility is in the form of a Revolving Commitment Increase, assuming for purposes of determining compliance thereof that such Revolving Commitment Increase is fully drawn as of the last day of such fiscal quarter); provided that if such compliance is measured on the date the agreement is signed with respect to an acquisition of or other investment in all or substantially all of the Equity Interests, assets or business of any Person or any assets constituting a business unit, line or division of such New Loan Commitments obtained Person, then in connection with the calculation of 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 6.12 or in connection with the designation of a Qualified Acquisition, in each case on or following such date and prior to such date). Each such notice shall specify the date (each, an “Increased Amount Date”) on which the Borrower proposes that the New Loan Commitments shall be effective, which shall be a date not less than ten Business Days after earlier of the date on which such notice acquisition or investment is consummated or the agreement with respect to such acquisition or investment is terminated, such financial ratio shall be calculated on a Pro Forma Basis assuming such acquisition, investment and any other pro forma events in connection therewith (including the incurrence of Indebtedness and such Incremental Facility) have been consummated, except to the extent such calculation would result in a lower Total Net Leverage Ratio, a lower Total Senior Secured Leverage Ratio or a higher ratio of Consolidated Interest Coverage Ratio (if applicable) than would apply if such calculation was made without giving effect to such acquisition, investment, other pro forma events in connection therewith or the incurrence of Indebtedness or any Incremental Facility on a Pro Forma Basis, and (D) the Borrower shall have delivered a certificate of a Responsible Officer certifying as to compliance with clauses (A), (B) and (C) above, together with reasonably detailed calculations demonstrating compliance with 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 AgentAgent the financial statements and the Compliance Certificate required to be delivered by Section 5.01(a) or 5.01(b) and Section 5.01(c), respectively, be accompanied by a reasonably detailed calculation of Consolidated EBITDA and Consolidated Debt Service (if applicable) for the relevant period). The Borrower may approach any Lender or any Person (other than a natural person) Notwithstanding anything to provide all or a portion the contrary herein, the aggregate principal amount of the New Incremental Facilities shall not exceed $2,500,000,000 at any one time outstanding. Each Term Loan CommitmentsIncrease, each tranche of Other Term Loans and each Revolving Commitment Increase shall be in an integral multiple of $1,000,000 and be in an aggregate principal amount that is not less than $10,000,000; provided that any Lender offered or approached to provide such amount may be less than $10,000,000 if such amount represents all or a portion the remaining availability under the aggregate principal amount of the New Loan Commitments may elect or decline, in its sole discretion, to provide a New Loan Commitment. In each case, such New Loan Commitments shall become effective as of the applicable Increased Amount Date; provided that (i) no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such New Loan Commitments, as applicable; (ii) both before and after giving effect to the making of any Series of New Term Loans or New Revolving Loans, each of the conditions Incremental Facilities set forth in Section 7 shall be satisfied; (iii) the New Loan Commitments shall be effected pursuant to one or more Joinder Agreements executed and delivered by the Borrower and Administrative Agent, and each of which shall be recorded in the Register and shall be subject to the requirements set forth in Section 5.4(d); (iv) the Borrower shall make any payments required pursuant to Section 2.11 in connection with the New Loan Commitments, as applicable; and (v) the Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by Administrative Agent above. Solely in connection with any such transaction. Any New Term Loans made on an Increased Amount Date shall be designated, a separate series (a “Series”) calculation of New Term Loans the Total Net Leverage Ratio for all purposes of this Agreementclause (C) above, the cash proceeds of the applicable Incremental Facility will not be deducted from Total Indebtedness. (b) On any Increased Amount Date on which New Revolving Credit Commitments are effected, subject to Any Incremental Term Loans structured as a separate tranche of term loans from the satisfaction of the foregoing terms and conditions, (a) each of the Lenders with Revolving Credit Commitments shall assign to each Lender with a New Revolving Credit Commitment (each, a “New Revolving Loan Lender”) and each of the New Revolving Loan Lenders shall purchase from each of the Lenders with Revolving Credit Commitments, at the principal amount thereof and in the applicable currency(ies), such interests in the Revolving Credit Term Loans outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, the Revolving Credit Loans will be held by existing Revolving Credit Lenders and New Revolving Loan Lenders ratably in accordance with their Revolving Credit Commitments after giving effect to the addition of such New Revolving Credit Commitments to the Revolving Credit Commitments, (b) each New Revolving Credit Commitment shall be deemed for all purposes a Revolving Credit Commitment and each Loan made thereunder (a “New Revolving Loan”) shall be deemed, for all purposes, a Revolving Credit Loan and (c) each New Revolving Loan Lender shall become a Lender with respect to the New Revolving Credit Commitment and all matters relating thereto. (c) On any Increased Amount Date on which any New Term Loan Commitments of any Series are effective, subject to the satisfaction of the foregoing terms and conditions, (i) each Lender shall rank pari passu or junior in right of payment with a New Term Loan Commitment (eachthe Obligations, a “New Term Loan Lender”) of any Series shall make a Loan to the Borrower (a “New Term Loan”) in an amount equal to its New Term Loan Commitment of such Series, and (ii) each New Term Loan Lender for purposes of prepayments, shall be treated substantially the same as (and in any Series shall become a Lender hereunder with respect to event no more favorably than) the New Term Loan Commitment applicable Class of such Series and the New Term Loans of such Series made pursuant thereto. (d) The terms and provisions of the New Term Loans and New Term Loan Commitments of (iii) other than amortization, pricing, maturity date and any Series other terms acceptable to the Administrative Agent, shall be, except have the same terms as otherwise set forth herein or in the applicable Joinder Agreement, identical to one or more Classes Class of the existing Initial Term Loans; provided that (iA) the applicable New any Incremental Term Loan Maturity Date of each Series shall be no not have a final maturity date earlier than the Initial Term Loan Maturity Date and mandatory prepayment and other payment rights (other than scheduled amortization) for the applicable Class of the New Term Loans and the existing Initial (B) any Incremental Term Loans Loan shall be identical, (ii) the rate of interest and the amortization schedule applicable to the New Term Loans of each Series shall be determined by the Borrower and the applicable new Lenders and shall be set forth in each applicable Joinder Agreement; provided that the not have a weighted average life to maturity of all New Term Loans shall be no that is shorter than the weighted average life to maturity of the Initial Term Loans and (iii) all other terms applicable to the New then-remaining Term Loans of each Series that differ the applicable Class. Notwithstanding anything herein to the contrary, the terms and provisions of any Term Loan Increase (other than arrangement, upfront, amendment and other similar fees and original issue discount) shall be identical to those of the applicable Class of Term Loans subject to such increase. (c) Each notice from the Borrower pursuant to this Section 2.20 shall set forth the requested amount and proposed terms of the relevant Incremental Facility. Any additional bank, financial institution, existing Initial Term Loans Lender or other Person that elects to extend Incremental Facilities shall be reasonably acceptable satisfactory to the Borrower and the Administrative Agent (and, in the case of any Revolving Commitment Increase, each Issuing Bank) (any such bank, financial institution, existing Lender or other Person being called an “Additional Lender”) and, if not already a Lender, shall become a Lender under this Agreement pursuant to an amendment (an “Incremental Facility Amendment”) to this Agreement and, as evidenced appropriate, the other Loan Documents, executed by its execution of the applicable Joinder Agreement)Borrower, such Additional Lender and the Administrative Agent. The terms and provisions of the New Revolving Loans and New Revolving Credit Commitments No Lender shall be identical obligated to provide any Incremental Facility, unless it so agrees. Commitments in respect of any Incremental Facilities shall become Commitments (or in the case of any Revolving Credit Loans and the Commitment Increase to be provided by an existing Revolving Credit Commitments. (eLender, an increase in such Revolving Lender’s Revolving Commitment) Each Joinder Agreement under this Agreement. An Incremental Facility Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the or any other Credit Documents Loan Document as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provision provisions of this Section 2.142.20 (including to provide for voting provisions applicable to the Additional Lenders comparable to the provisions of clause (B) of the second proviso of Section 9.02(b)). The effectiveness of any Incremental Facility Amendment shall, unless otherwise agreed to by the Administrative Agent and the Additional Lenders, be subject to the satisfaction on the effective date thereof (each, an “Incremental Facility Closing Date”) of each of the conditions set forth in Section 4.02 (it being understood and agreed that all references to “the date of such Borrowing” in Section 4.02 shall be deemed to refer to the Incremental Facility Closing Date). (d) On the date of effectiveness of any Revolving Commitment Increase, (i) the aggregate principal amount of the Revolving Loans outstanding (the “Existing Revolving Borrowings”) immediately prior to the effectiveness of such Revolving Commitment Increase shall be deemed to be repaid, (ii) each Revolving Commitment Increase Lender that shall have had a Revolving Commitment prior to the effectiveness of such Revolving Commitment Increase shall pay to the Administrative Agent in same day funds an amount equal to the amount, if any, by which (A) (1) such Revolving Commitment Increase Lender’s Applicable Percentage (calculated after giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate amount of the Resulting Revolving Borrowings (as hereinafter defined) exceeds (B) (1) such Revolving Commitment Increase Lender’s Applicable Percentage (calculated without giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate amount of the Existing Revolving Borrowings, (iii) each Revolving Commitment Increase Lender that shall not have had a Revolving Commitment prior to the effectiveness of such Revolving Commitment Increase shall pay to Administrative Agent in same day funds an amount equal to (1) such Revolving Commitment Increase Lender’s Applicable Percentage (calculated after giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate amount of the Resulting Revolving Borrowings, (iv) after the Administrative Agent receives the funds specified in clauses (ii) and (iii) above, the Administrative Agent shall pay to each Revolving Lender the portion of such funds that is equal to the amount, if any, by which (A) (1) such Revolving Lender’s Applicable Percentage (calculated without giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate amount of the Existing Revolving Borrowings, exceeds (B) (1) such Revolving Lender’s Applicable Percentage (calculated after giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate amount of the Resulting Revolving Borrowings, (v) after the effectiveness of such Revolving Commitment Increase, the Borrower shall be deemed to have made new Revolving Borrowings (the “Resulting Revolving Borrowings”) in an aggregate amount equal to the aggregate amount of the Existing Revolving Borrowings and of the Types and for the Interest Periods specified in a Borrowing Request delivered to the Administrative Agent in accordance with Section 2.03 (and the Borrower shall deliver such Borrowing Request), (vi) each Revolving Lender shall be deemed to hold its Applicable Percentage of each Resulting Revolving Borrowing (calculated after giving effect to the effectiveness of such Revolving Commitment Increase) and (vii) the Borrower shall pay each Revolving Lender any and all accrued but unpaid interest on its Loans comprising the Existing Revolving Borrowings. The deemed payments of the Existing Revolving Borrowings made pursuant to clause (i) above shall be subject to compensation by the Borrower pursuant to the provisions of Section 2.15 if the date of the effectiveness of such Revolving Commitment Increase occurs other than on the last day of the Interest Period relating thereto. Upon each Revolving Commitment Increase pursuant to this Section 2.20, each Revolving Lender immediately prior to such increase will automatically and without further action be deemed to have assigned to each Revolving Commitment Increase Lender, and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of such Revolving Lender’s participations hereunder in outstanding Letters of Credit such that, after giving effect to such Revolving Commitment Increase and each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding participations hereunder in Letters of Credit, in each case held by each Revolving Lender (including each such Revolving Commitment Increase Lender) will equal such Revolving Lender’s Applicable Percentage.

Incremental Facilities. (a) The Borrower may by written notice to Administrative Agent GSCP elect to request (A) the establishment of one or more new term loan commitments (x) additional tranches of term loans (the commitments thereto, the “New Term Loan Commitments”) to refinance the Tranche X Term Loans in an amount not to exceed the lesser of (i) $1,250,000,000 and (ii) an amount sufficient (together with such portion of other funds available to Borrower that Borrower elects in its sole discretion to apply for such purpose) to repay all outstanding Tranche X Term Loans (the loans made pursuant to such New Term Loan Commitments being referred to herein as the “TLX Take-Out Loans”) and (B) from and after such time as the Tranche X Term Loans have been repaid in full (including interest accrued thereon and any fees in respect thereof), the establishment of one or more New Term Loan Commitments and/or (y) increases in prior to the Revolving Credit Commitment Termination Date), an increase to the existing Revolving Loan Commitments (any such increase, the “New Revolving Credit Commitments” and, together with the New Term Loan Commitments, the “New Loan Commitments”), by an ) the aggregate amount of all such increased commitments and new loans made pursuant to this clause (B) not in excess to exceed the lesser of (i) $250,000,000 and (ii) the Maximum Incremental Facilities Amount in positive difference, if any, between $1,250,000,000 and the aggregate and principal amount of any TLX Take-Out Loans. Any such increased commitment or new loan shall be in an amount not less than $100,000,000 50,000,000 individually (or such lesser amount as (x) may be approved by the Administrative Agent or (y) shall constitute the difference between the Maximum Incremental Facilities Amount and all such New Loan Commitments obtained on or prior to such date)integral multiples of $25,000,000 in excess of that amount. Each such notice shall specify (A) the date (each, an “Increased Amount Date”) on which the Borrower proposes that the New Revolving Loan Commitments or New Term Loan Commitments, as applicable, shall be effective, which shall be a date not less than ten 5 Business Days after the date on which such notice is delivered to GSCP and (B) the Administrative Agent. The Borrower may approach any identity of each Lender or any other Person that is an Eligible Assignee (other than each, a natural person“New Revolving Loan Lender” or “New Term Loan Lender,” as applicable) to provide all or a whom Borrower proposes any portion of the such New Revolving Loan Commitments or New Term Loan Commitments, as applicable, be allocated and the amounts of such allocations; provided that GSCP may elect or decline to arrange such New Revolving Loan Commitments or New Term Loan Commitments in its sole discretion and any Lender offered or approached to provide all or a portion of the New Revolving Loan Commitments or New Term Loan Commitments may elect or decline, in its sole discretion, to provide a New Revolving Loan Commitment or a New Term Loan Commitment. In each case, such Such New Revolving Loan Commitments or New Term Loan Commitments shall become effective as of the applicable such Increased Amount Date; provided that (i1) no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such New Revolving Loan Commitments or New Term Loan Commitments, as applicable; (ii2) both before and after giving effect to the making of any Series of New Term Loans or New Revolving Loans, each of the conditions set forth in Section 7 3.2 shall be satisfied; (iii3) Borrower and its Subsidiaries shall be in pro forma compliance with each of the covenants set forth in Section 6.7 as of the last day of the most recently ended Fiscal Quarter after giving effect to such New Revolving Loan Commitments or New Term Loan Commitments, as applicable; (4) the New Revolving Loan Commitments or New Term Loan Commitments, as applicable, shall be effected pursuant to one or more Joinder Agreements executed and delivered by Borrower, the Borrower New Revolving Loan Lender or New Term Loan Lender, as applicable, and Administrative Agent, and each of which shall be recorded in the Register Register, and each New Revolving Loan Lender or New Term Loan Lender shall be subject to the requirements set forth in Section 5.4(d2.20(c); (iv5) the Borrower shall make any payments required pursuant to Section 2.11 2.18(c) in connection with the New Revolving Loan Commitments or New Term Loan Commitments, as applicable; and (v6) the Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by Administrative Agent in connection with any such transaction. Any New Term Loans made on an Increased Amount Date shall be designated, designated a separate series (a “Series”) of New Term Loans for all purposes of this Agreement. (b) . On any Increased Amount Date on which New Revolving Credit Loan Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (a) each of the Revolving Lenders with Revolving Credit Commitments shall assign to each Lender with a New Revolving Credit Commitment (each, a “of the New Revolving Loan Lender”) Lenders, and each of the New Revolving Loan Lenders shall purchase from each of the Lenders with Revolving Credit CommitmentsLoan Lenders, at the principal amount thereof and in the applicable currency(ies(together with accrued interest), such interests in the Revolving Credit Loans outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, the such Revolving Credit Loans will be held by existing Revolving Credit Loan Lenders and New Revolving Loan Lenders ratably in accordance with their Revolving Credit Loan Commitments after giving effect to the addition of such New Revolving Credit Loan Commitments to the Revolving Credit Loan Commitments, (b) each New Revolving Credit Loan Commitment shall be deemed for all purposes a Revolving Credit Loan Commitment and each Loan made thereunder (a “New Revolving Loan”) shall be deemed, for all purposes, a Revolving Credit Loan and (c) each New Revolving Loan Lender shall become a Lender with respect to the New Revolving Credit Loan Commitment and all matters relating thereto. (c) . On any Increased Amount Date on which any New Term Loan Commitments of any Series are effective, subject to the satisfaction of the foregoing terms and conditions, (i) each Lender with a New Term Loan Commitment (each, a “New Term Loan Lender”) Lender of any Series shall make a Loan to the Borrower (a “New Term Loan”) in an amount equal to its New Term Loan Commitment of such Series, and (ii) each New Term Loan Lender of any Series shall become a Lender hereunder with respect to the New Term Loan Commitment of such Series and the New Term Loans of such Series made pursuant thereto. . Administrative Agent shall notify Lenders promptly upon receipt of Borrower’s notice of each Increased Amount Date and in respect thereof (dy) the New Revolving Loan Commitments and the New Revolving Loan Lenders or the Series of New Term Loan Commitments and the New Term Loan Lenders of such Series, as applicable, and (z) in the case of each notice to any Revolving Loan Lender, the respective interests in such Revolving Loan Lender’s Revolving Loans subject to the assignments contemplated by this Section. The terms and provisions of the New Term Loans and New Term Loan Commitments of any Series shall be, except as otherwise set forth herein or in the applicable Joinder Agreement, identical to one substantially the same as the Tranche B-1 Term Loans or more Classes the Tranche B Term Loans, as applicable. The terms and provisions of the existing Initial Term New Revolving Loans shall be substantially the same as the Revolving Loans; provided that . In any event (i) the weighted average life to maturity of all New Term Loans of any Series shall be no shorter than the weighted average life to maturity of the Revolving Loans, the Tranche A Term Loans, the Tranche B-1 Terms Loans or the Tranche B Term Loans as applicable (whichever is longest), (ii) the New Term Loan Maturity Date of each Series shall be no earlier than the Initial Term Loan Maturity Date and mandatory prepayment and other payment rights (other than scheduled amortization) latest of the New final maturity of the Revolving Loans, the Tranche A Term Loans Loans, the Tranche B-1 Term Loans, the Tranche B Term Loans, as applicable, and the existing Initial Tranche X Term Loans shall be identicalLoans, (iiiii) the rate of interest and the amortization schedule applicable to the New Term Loans of each Series shall be determined by the Borrower and the applicable new New Term Lenders and shall be set forth in each applicable Joinder Agreement; provided provided, however, that the weighted average life to maturity of all New Term Loans shall be no shorter than the weighted average life to maturity of the Initial Term Loans and (iii) all other terms interest rate applicable to the New Term Loans (after giving effect to all upfront or similar fees or original issue discount payable with respect to such New Term Loans) shall not be greater than the highest interest rate that may, under any circumstances, be payable with respect to the Tranche B-1 Term Loans or the Tranche B Term Loans, as applicable, plus 0.50% per annum unless the interest rate with respect to the Tranche B-1 Term Loans or the Tranche B Term Loans, as applicable, is increased so as to equal the interest rate applicable to the New Term Loans (after giving effect to all upfront or similar fees or original issue discount payable with respect to such New Term Loans) minus 0.25% per annum (the “Increased Spread”) (in which case the Applicable Margin that shall apply to the calculation of the interest rate on the Tranche A Term Loans shall, in the case of each Series Tier set forth in the table contained in the definition of “Applicable Margin,” be increased by an amount equal to the Increased Spread; and (iv) in the event that differ from the existing Initial proceeds of the New Term Loans shall be reasonably acceptable used to refinance any portion of the Tranche X Term Loans, as of the last day of the most recently ended period of four (4) consecutive Fiscal Quarters, the Leverage Ratio (determined for any such period by reference to the Administrative Agent (Compliance Certificate delivered pursuant to Section 5.1(d) calculating the Leverage Ratio as evidenced by its execution of the applicable Joinder Agreement). The terms and provisions last day of the New Revolving Loans and New Revolving Credit Commitments such period of four consecutive Fiscal Quarters) shall be identical to the Revolving Credit Loans and the Revolving Credit Commitments. (e) 4.25:1.00, or less. Each Joinder Agreement may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Credit Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, Agent to effect the provision provisions of this Section 2.142.24.

Incremental Facilities. (a) The Borrower Company may by written notice to Administrative Agent elect to request (i) prior to the Revolving Commitment Termination Date, an increase to the existing Revolving Commitments (any such increase, the “New Revolving Loan Commitments”) and/or (ii) the establishment of one or more new term loan commitments (x) additional tranches of term loans (the commitments thereto, the “New Term Loan Commitments”) and/or (y) increases in Revolving Credit Commitments (the “New Revolving Credit Commitments” and, together with the New Term Loan Commitments, the “New Loan Commitments”), by an aggregate amount not in excess of the Maximum Incremental Facilities Amount $400,000,000 in the aggregate for all such New Revolving Loan Commitments and New Term Loan Commitments and not less than $100,000,000 50,000,000 individually (or such lesser amount as (x) may which shall be approved by the Administrative Agent or (y) such lesser amount that shall constitute the difference between the Maximum Incremental Facilities Amount $400,000,000 and all such New Revolving Loan Commitments and New Term Loan Commitments obtained on or prior to such date), and integral multiples of $10,000,000 in excess of that amount. Each such notice shall specify (A) the date (each, an “Increased Amount Date”) on which the Borrower Company proposes that the New Revolving Loan Commitments or New Term Loan Commitments, as applicable, shall be effective, which shall be a date not less than ten 10 Business Days after the date on which such notice is delivered to Administrative Agent and (B) the Administrative Agent. The Borrower may approach any identity of each Lender or any other Person that is an Eligible Assignee (other than each, a natural person“New Revolving Loan Lender” or “New Term Loan Lender”, as applicable) to provide all or a whom Company proposes any portion of the such New Revolving Loan Commitments or New Term Loan Commitments, as applicable, be allocated and the amounts of such allocations; provided that any Lender offered or approached to provide all or a portion of the New Revolving Loan Commitments or New Term Loan Commitments may elect or decline, in its sole discretion, to provide a New Revolving Loan Commitment or a New Term Loan Commitment. In each case, such Such New Revolving Loan Commitments or New Term Loan Commitments shall become effective effective, as of the applicable such Increased Amount Date; provided that (i1) no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such New Revolving Loan Commitments or New Term Loan Commitments, as applicable; (ii2) both before and after giving effect to the making of any Series of New Term Loans or New Revolving Loans, each of the conditions set forth in Section 7 3.2 shall be satisfied; (iii3) Borrower and its Subsidiaries shall be in pro forma compliance with each of the covenants set forth in Section 6.10 as of the last day of the most recently ended Fiscal Quarter after giving effect to such New Revolving Loan Commitments or New Term Loan Commitments, as applicable; (4) the New Revolving Loan Commitments or New Term Loan Commitments, as applicable, shall be effected pursuant to one or more Joinder Agreements executed and delivered by Borrowers, the Borrower New Revolving Loan Lender or New Term Loan Lender, as applicable, and Administrative Agent, and each of which shall be recorded in the Register and each New Revolving Loan Lender and New Term Loan Lender shall be subject to the requirements set forth in Section 5.4(d2.20(c); (iv5) the Borrower Borrowers shall make any payments required pursuant to Section 2.11 2.18(c) in connection with the New Revolving Loan Commitments or New Term Loan Commitments, as applicable; and (v6) the Borrower Borrowers shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by Administrative Agent in connection with any such transaction. Any New Term Loans made on an Increased Amount Date shall be designated, designated a separate series (a “Series”) of New Term Loans for all purposes of this Agreement. (b) On any Increased Amount Date on which New Revolving Credit Loan Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (ai) each of the Revolving Lenders with Revolving Credit Commitments shall assign to each Lender with a New Revolving Credit Commitment (each, a “of the New Revolving Loan Lender”) Lenders, and each of the New Revolving Loan Lenders shall purchase from each of the Lenders with Revolving Credit CommitmentsLoan Lenders, at the principal amount thereof and in the applicable currency(ies(together with accrued interest), such interests in the Revolving Credit Loans outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, the such Revolving Credit Loans will be held by existing Revolving Credit Loan Lenders and New Revolving Loan Lenders ratably in accordance with their Revolving Credit Loan Commitments after giving effect to the addition of such New Revolving Credit Loan Commitments to the Revolving Credit Loan Commitments, (bii) each New Revolving Credit Loan Commitment shall be deemed for all purposes a Revolving Credit Loan Commitment and each Loan made thereunder (a “New Revolving Loan”) shall be deemed, for all purposes, a Revolving Credit Loan and (c) each New Revolving Loan Lender shall become a Lender with respect to the New Revolving Credit Loan Commitment and all matters relating thereto. (c) On any Increased Amount Date on which any New Term Loan Commitments of any Series are effective, subject to the satisfaction of the foregoing terms and conditions, (i) each Lender with a New Term Loan Commitment (each, a “New Term Loan Lender”) Lender of any Series shall make a Loan to the Borrower Company (a “New Term Loan”) in an amount equal to its New Term Loan Commitment of such Series, and (ii) each New Term Loan Lender of any Series shall become a Lender hereunder with respect to the New Term Loan Commitment of such Series and the New Term Loans of such Series made pursuant thereto. (d) Administrative Agent shall notify Lenders promptly upon receipt of Company’s notice of each Increased Amount Date and in respect thereof (y) the New Revolving Loan Commitments and the New Revolving Loan Lenders or the Series of New Term Loan Commitments and the New Term Loan Lenders of such Series, as applicable, and (z) in the case of each notice to any Revolving Loan Lender, the respective interests in such Revolving Loan Lender’s Revolving Loans, in each case subject to the assignments contemplated by this Section. (e) The terms and provisions of the New Term Loans and New Term Loan Commitments of any Series shall be, except as otherwise set forth herein or in the applicable Joinder Agreement, identical to one or more Classes the Tranche C Term Loans. The terms and provisions of the existing Initial Term New Revolving Loans shall be identical to the Revolving Loans; provided that . In any event (i) the applicable New Term Loan Maturity Date of each Series shall be no earlier shorter than the Initial Term Loan Maturity Date and mandatory prepayment and other payment rights (other than scheduled amortization) final maturity of the New Tranche C Term Loans Loans, and the existing Initial Term Loans shall be identical, (ii) the rate of interest and the amortization schedule applicable to the New Term Loans of each Series shall be determined by the Borrower Company and the applicable new Lenders and shall be set forth in each applicable Joinder Agreement; provided that the weighted average life to maturity of all New Term Loans shall be no shorter than the weighted average life to maturity of the Initial Term Loans and (iii) all other terms applicable to the New Term Loans of each Series that differ from the existing Initial Term Loans shall be reasonably acceptable to the Administrative Agent (as evidenced by its execution of the applicable Joinder Agreement). The terms and provisions of the New Revolving Loans and New Revolving Credit Commitments shall be identical to the Revolving Credit Loans and the Revolving Credit Commitments. (e) Each Joinder Agreement may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Credit Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, Agent to effect the provision of this Section 2.142.24.

Incremental Facilities. (a) The Borrower may by written notice to the Administrative Agent elect to request the establishment of one or more (x) additional tranches of term loans (the commitments thereto, the “New Term Loan Commitments”) and/or (y) increases in Revolving Credit Commitments (the “New Revolving Credit Commitments” and, together with the New Term Loan Commitments, the “New Loan Commitments”), by an aggregate amount not in excess of the Maximum Incremental Facilities Amount in the aggregate from the Closing Date and not less than $100,000,000 50,000,000 individually (or such lesser individual amount as (x) may be approved by the Administrative Agent or (y) shall constitute the difference between all remaining available amounts under the Maximum Incremental Facilities Amount and all such New Loan Commitments obtained on or prior to such date). Each such notice shall specify the date (each, an “Increased Amount Date”) on which the Borrower proposes that the New Term Loan Commitments shall be effective, which shall be a date not less than ten Business Days after the date on which such notice is delivered to the Administrative Agent. The Borrower may approach any Lender or any Person (other than a natural person) to provide all or a portion of the New Term Loan Commitments; provided that any Lender offered or approached to provide all or a portion of the New Term Loan Commitments may elect or decline, in its sole discretion, to provide a New Term Loan Commitment. In each case, such New Term Loan Commitments shall become effective as of the applicable Increased Amount Date; provided that (i) no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such New Term Loan Commitments, as applicable; (ii) both before and after giving effect to the making of any Series of New Term Loans or New Revolving Loans, each of the conditions set forth in Section 7 shall be satisfied; (iii) the New Term Loan Commitments shall be effected pursuant to one or more Joinder Agreements executed and delivered by the Borrower and Administrative Agent, and each of which shall be recorded in the Register and shall be subject to the requirements set forth in Section 5.4(d5.4(e); (iv) the Borrower shall make any payments required pursuant to Section 2.11 in connection with the New Term Loan Commitments, as applicable; and (v) the Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by Administrative Agent in connection with any such transaction. Any New Term Loans made on an Increased Amount Date shall be designated, designated a separate series (a “Series”) of New Term Loans for all purposes of this Agreement. (b) On any Increased Amount Date on which New Revolving Credit Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (a) each of the Lenders with Revolving Credit Commitments shall assign to each Lender with a New Revolving Credit Commitment (each, a “New Revolving Loan Lender”) and each of the New Revolving Loan Lenders shall purchase from each of the Lenders with Revolving Credit Commitments, at the principal amount thereof and in the applicable currency(ies), such interests in the Revolving Credit Loans outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, the Revolving Credit Loans will be held by existing Revolving Credit Lenders and New Revolving Loan Lenders ratably in accordance with their Revolving Credit Commitments after giving effect to the addition of such New Revolving Credit Commitments to the Revolving Credit Commitments, (b) each New Revolving Credit Commitment shall be deemed for all purposes a Revolving Credit Commitment and each Loan made thereunder (a “New Revolving Loan”) shall be deemed, for all purposes, a Revolving Credit Loan and (c) each New Revolving Loan Lender shall become a Lender with respect to the New Revolving Credit Commitment and all matters relating thereto[Reserved]. (c) On any Increased Amount Date on which any New Term Loan Commitments of any Series are effective, subject to the satisfaction of the foregoing terms and conditions, (i) each Lender with a New Term Loan Commitment (each, a “New Term Loan Lender”) of any Series shall make a Loan to the Borrower (a “New Term Loan”) in an amount equal to its New Term Loan Commitment of such Series, and (ii) each New Term Loan Lender of any Series shall become a Lender hereunder with respect to the New Term Loan Commitment of such Series and the New Term Loans of such Series made pursuant thereto. Notwithstanding anything to the contrary contained herein, (x) to the extent the first $100,000,000 of the Maximum Incremental Facilities Amount, or any portion thereof, shall comprise New Term Loan Commitments to be obtained by the Borrower pursuant to this Section 2.14, such New Term Loan Commitments (and corresponding New Term Loans) shall not be permitted to be obtained hereunder unless the Consolidated Senior Secured Debt to Consolidated EBITDA Ratio, on a Pro Forma Basis after giving effect to the incurrence of such Indebtedness, shall be no greater than 4.25 to 1.00 on the date of such incurrence (based on the Consolidated EBITDA as of the most recent Test Period); and (y) with respect to all remaining New Term Loan Commitments to be obtained by the Borrower pursuant to this Section 2.14, such New Term Loan Commitments (and corresponding New Term Loans) shall not be permitted to be obtained hereunder unless the Consolidated Senior Secured Debt to Consolidated EBITDA Ratio, on a Pro Forma Basis after giving effect to the incurrence of such Indebtedness, shall be no greater than4.00 to 1.00 on the date of such incurrence (based on the Consolidated EBITDA as of the most recent Test Period). (d) The terms and provisions of the New Term Loans and New Term Loan Commitments of any Series shall be, except as otherwise set forth herein or in the applicable Joinder Agreement, at the option of the Borrower, identical to one or more Classes of the existing Initial Tranche B-1 Term Loans or Tranche B-2 Term Loans; provided that (i) the applicable New Term Loan Maturity Date of each Series shall be no earlier than the Initial Tranche B Term Loan Maturity Date and mandatory prepayment and other payment rights (other than scheduled amortization) of the New Term Loans and shall be identical to those applicable to the existing Initial Tranche B-1 Term Loans shall be identicalor Tranche B-2 Term Loans, as the case may be, (ii) the rate of interest and the amortization schedule applicable to the New Term Loans of each Series shall be determined by the Borrower and the applicable new Lenders and shall be set forth in each applicable Joinder Agreement; provided that the such amortization schedule shall not have a weighted average life to maturity of all New that is shorter than that applicable to the Tranche B Term Loans shall be no shorter than the weighted average life to maturity of the Initial Term Loans in effect at that time and (iii) all other terms applicable to the New Term Loans of each Series that differ from the existing Initial Tranche B-1 Term Loans or Tranche B-2 Term Loans, as the case may be, shall be reasonably acceptable to the Administrative Agent (as evidenced by its execution of the applicable Joinder Agreement). The terms and provisions of the New Revolving Loans and New Revolving Credit Commitments shall be identical to the Revolving Credit Loans and the Revolving Credit Commitments. (e) Each Joinder Agreement may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Credit Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provision of this Section 2.14.

Incremental Facilities. (a) The Borrower may may, by written notice to the Administrative Agent and each Lender, elect to request request, prior to the establishment last day of one or more the Revolving Period, an increase to the existing Commitments (x) additional tranches of term loans (the commitments theretoany such increase, the “New Term Loan Commitments”) and/or (y) increases in Revolving Credit Commitments (the “New Revolving Credit Commitments” and, together by an amount with the New Term Loan Commitments, the “New Loan Commitments”), by an aggregate amount not in excess consent of the Maximum Incremental Facilities Amount in the aggregate and not less than $100,000,000 individually (or such lesser amount as (x) may be approved by the Administrative Agent or (y) shall constitute and each Lender whose Commitment is being increased thereby in their respective sole discretion and subject to any internal approvals, which would increase the difference between the Maximum Incremental Facilities Facility Amount and all such New Loan Commitments obtained on or prior to such date)an amount greater than $400,000,000. Each such notice shall specify (i) the date (each, an “Increased Amount Date”) on which the Borrower proposes that the New Loan Commitments shall be effective, which shall be a date not less than ten Business Days after the date on which such notice is delivered to effective and approved in writing by the Administrative Agent. The Borrower may approach any Agent and (ii) the identity of each Lender or any other Person (other than a natural personeach, an “Increasing Lender”) to provide all or a whom the Borrower proposes any portion of the New Loan Commitments; provided that any Lender offered or approached to provide all or a portion of the New Loan Commitments may elect or decline, in its sole discretion, to provide a New Loan Commitment. In each case, such New Loan Commitments be allocated and the amounts of such allocations (if then known). Such New Commitments shall become effective as of the applicable such Increased Amount Date; provided that (iA) no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such New Loan Commitments, as applicable; (ii) both before and after giving effect to the making of any Series of New Term Loans or New Revolving Loans, each of the conditions set forth in Section 7 shall be satisfied; (iiiB) the New Loan Commitments shall be effected pursuant to an Assignment and Acceptance for each existing Lender or one or more Joinder Agreements Supplements for any new Lender executed and delivered by the Borrower Borrower, such new Lender and the Administrative Agent, and each of which shall be recorded in the Register and shall be subject to the requirements set forth in Section 5.4(d)Register; (ivC) the Borrower shall make pay any payments required pursuant to Section 2.11 applicable Breakage Fees in connection with the New Loan Commitments and shall pay any other required fees in connection with the New Commitments, as applicable; and (vD) the Borrower shall deliver or cause to be delivered any legal opinions or other customary closing documents (substantially consistent with the documents set forth in Section 3.01) reasonably requested by Administrative Agent or an Increasing Lender in connection with any such transaction. Any ; and (E) the effectiveness of any allocation of New Term Loans made on an Increased Amount Date Commitments to a non-Lender shall be designated, a separate series (a “Series”) subject to the prior written consent of New Term Loans for all purposes of this Agreementthe Administrative Agent. (b) On any Increased Amount Date on which New Revolving Credit Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (ai) each of the existing Lenders with Revolving Credit Commitments shall assign to each Lender with a New Revolving Credit Commitment (eachof the Increasing Lenders, a “New Revolving Loan Lender”) and each of the New Revolving Loan Increasing Lenders shall purchase from each of the Lenders with Revolving Credit Commitmentsexisting Lenders, at the principal amount thereof and in the applicable currency(ies(together with accrued interest), such interests in the Revolving Credit Loans outstanding Advances Outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, the Revolving Credit Loans such Advances will be held by existing Revolving Credit Lenders and New Revolving Loan Increasing Lenders ratably in accordance with their Revolving Credit Commitments after giving effect to the addition of such New Revolving Credit Commitments to the Revolving Credit Commitments, (bii) each New Revolving Credit Commitment shall be deemed deemed, for all purposes purposes, a Revolving Credit Commitment and each Loan Advance made thereunder (a “New Revolving LoanAdvance”) shall be deemed, for all purposes, a Revolving Credit Loan an Advance and (ciii) each New Revolving Loan new Lender shall become a Lender with respect to the New Revolving Credit Commitment Commitments and all matters relating thereto. (c) On any The Administrative Agent shall notify the Lenders promptly upon receipt of the Borrower’s notice of each Increased Amount Date on which any New Term Loan Commitments of any Series are effective, subject to the satisfaction of the foregoing terms and conditions, in respect thereof (i) each Lender with a the New Term Loan Commitment (each, a “New Term Loan Lender”) of any Series shall make a Loan to Commitments and the Borrower (a “New Term Loan”) in an amount equal to its New Term Loan Commitment of such Series, Increasing Lenders and (ii) in the case of each New Term Loan Lender of notice to any Series shall become a Lender hereunder with respect Lender, the respective interests in such Lender’s Advances, in each case subject to the New Term Loan Commitment of such Series and the New Term Loans of such Series made pursuant thereto. (d) The terms and provisions of the New Term Loans and New Term Loan Commitments of any Series shall be, except as otherwise set forth herein or in the applicable Joinder Agreement, identical to one or more Classes of the existing Initial Term Loans; provided that (i) the applicable New Term Loan Maturity Date of each Series shall be no earlier than the Initial Term Loan Maturity Date and mandatory prepayment and other payment rights (other than scheduled amortization) of the New Term Loans and the existing Initial Term Loans shall be identical, (ii) the rate of interest and the amortization schedule applicable to the New Term Loans of each Series shall be determined assignments contemplated by the Borrower and the applicable new Lenders and shall be set forth in each applicable Joinder Agreement; provided that the weighted average life to maturity of all New Term Loans shall be no shorter than the weighted average life to maturity of the Initial Term Loans and (iii) all other terms applicable to the New Term Loans of each Series that differ from the existing Initial Term Loans shall be reasonably acceptable to the Administrative Agent (as evidenced by its execution of the applicable Joinder Agreement)this Section 2.21. The terms and provisions of the New Revolving Loans and New Revolving Credit Commitments Advances shall be identical to the Revolving Credit Loans Advances. Each Assignment and the Revolving Credit Commitments. (e) Each Acceptance or each Joinder Agreement Supplement, as applicable, may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Credit Transaction Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, and consented to by the Borrower (such consent not to be unreasonably withheld), to effect the provision provisions of this Section 2.142.21.

Incremental Facilities. (a) The Any Borrower may by written notice to Administrative the Agent elect to request the establishment of one or more (xw) additional tranches of term loans of any class in Dollars, Euros, Sterling, Canadian Dollars or any other currency acceptable to the Agent (the commitments with respect thereto, the “New Term Loan Commitments”), (x) and/or increases in the amount of LC Facility Deposits or additional tranches of synthetic letter of credit facility deposits in Dollars, Euros, Sterling, Canadian Dollars or any other currency accept to the Agent (the commitments with respect thereto, the “New LC Facility Commitments”), (y) increases in Revolving Credit Commitments under one or more of the Revolving Facilities (the “New Revolving Credit Commitments” and, together with the New Term Loan Commitments and New LC Facility Commitments, the “New Loan Commitments”) or under a new revolving facility (a “New Revolving Facility”), by an aggregate amount not in excess of the Maximum Dollar Equivalent of $750.0 million (it being understood and agreed that $555.0 million of remaining capacity with respect to such amount exists immediately following the Second Restatement Effective Date) minus the aggregate principal amount of Permitted Alternative Incremental Facilities Amount in Debt issued prior to the aggregate date of determination (excluding for purposes of such maximum amount any Refinancing Term Loans, Replacement Revolving Commitments and Replacement LC Facility Commitments) and not less than the Dollar Equivalent of $100,000,000 25.0 million individually (or such lesser amount as (x) may which shall be approved by the Administrative Agent or (y) such lesser amount that shall constitute the difference between the Maximum Incremental Facilities Amount and all such New Loan Commitments obtained on or prior to such dateentire remaining availability hereunder). Each such notice shall specify the date (each, an “Increased Amount Date”) on which the applicable Borrower proposes that the New Loan Commitments shall be effective, which shall be a date not less than ten five Business Days after the date on which such notice is delivered to the Administrative Agent. The Borrower may approach any Lender or any Person (other than a natural person) to provide all or a portion of the New Loan Commitments; provided that any Lender offered or approached to provide all or a portion of the New Loan Commitments may elect or decline, in its sole discretion, to provide a New Loan Commitment. In each case, such Such New Loan Commitments shall become effective effective, as of the applicable such Increased Amount Date; provided that (i) no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such New Loan Commitments, as applicable; (ii) both before and after giving effect to the making of any Series of New Term Loans Loans, New LC Facility Deposits or New Revolving Loans, each of the conditions set forth in Section 7 4.02 shall be satisfied; (iii) the U.S. Borrower and the Restricted Subsidiaries shall be in pro forma compliance with Section 6.10 as of the last day of the most recently ended fiscal quarter prior to such Increased Amount Date and as in effect on such Increased Amount Date after giving effect to such New Loan Commitments and any Investment to be consummated in connection therewith and shall not in any event, on a pro forma basis, have a Consolidated Secured Debt Ratio as of such most recently ended fiscal quarter that is in excess of the level specified on the Closing Date as the maximum Consolidated Secured Debt Ratio permitted as of the end of the first full quarter following the Closing Date; (iv) the New Commitments shall be effected pursuant to one or more Joinder Agreements supplements to this Agreement executed and delivered by the Borrower New Lenders and Administrative the Agent, and each of which shall be recorded in the Register and shall be subject to the requirements set forth in Section 5.4(d); (iv) the Borrower shall make any payments required pursuant to Section 2.11 in connection with the New Loan Commitments, as applicable; and (v) each New Lender shall automatically become party to the Borrower shall deliver or cause Loss Sharing Agreement pursuant to be delivered any legal opinions or other documents reasonably requested by Administrative Agent in connection with any such transactionsupplement. Any New Term Loans or New LC Facility Deposits (other than any New LC Facility Deposits which are designated by the U.S. Borrower, with the consent of the LC Facility Issuing Bank, in the applicable supplement as “LC Facility Deposits” under the LC Facility and New Term Loans which are designated as an increase in the amount of any previously established Class of Term Loans) made on an Increased Amount Date shall be designated, designated a separate series (a “Series”) of New Term Loans or New LC Facility Deposits for all purposes of this Agreement. In connection with the obtaining of any New Commitments pursuant to this Section 2.19(a), the U.S. Borrower shall, or shall cause the other applicable Loan Parties to, make such amendments to the Collateral Documents and take such other customary actions, if any, as the Agent may reasonably request in order to preserve and protect the Liens on the Collateral securing the Obligations (either prior to or within 30 days (or such longer period as to which the Agent may consent) following the Increased Amount Date for such New Commitments). (b) On any Increased Amount Date on which New Revolving Credit Commitments are effectedeffected under any existing Revolving Facility (but not any New Revolving Facility being established on such date), subject to the satisfaction of the foregoing terms and conditions, (a) each of the Lenders with Revolving Credit Commitments under the applicable Revolving Facility shall assign to each Lender with a New Revolving Credit Commitment (each, a “New Revolving Loan Lender”) and each of the New Revolving Loan Lenders shall purchase from each of the Lenders with Revolving Credit CommitmentsCommitments under the applicable Revolving Facility, at the principal amount thereof and in the applicable currency(ies(together with accrued interest), such interests in the Revolving Credit Loans outstanding under the applicable Revolving Facility on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, the such Revolving Credit Loans will be held by existing Lenders with Revolving Credit Lenders Loans under the applicable Revolving Facility and New Revolving Loan Lenders ratably in accordance with their Revolving Credit Commitments Ratable Portions after giving effect to the addition of such New Revolving Credit Commitments to the Revolving Credit CommitmentsCommitments under the applicable Revolving Facility, (b) each such New Revolving Credit Commitment shall be deemed for all purposes a Revolving Credit Commitment under the applicable Revolving Facility and each Loan made thereunder (a “New Revolving Loan”) shall be deemed, for all purposes, a Revolving Credit Loan under the applicable Revolving Facility and (c) each New Revolving Loan Lender with a New Revolving Commitment under an existing Revolving Facility shall become a Lender under the applicable Revolving Facility with respect to the New Revolving Credit Commitment and all matters relating thereto. On any Increased Amount Date on which New Revolving Commitments are effected under any New Revolving Facility, subject to the satisfaction of the foregoing terms and conditions, the Agent and the Borrowers shall enter into an amendment to this Agreement to incorporate the terms of such New Revolving Facility hereunder on substantially the same terms as were applicable to the existing Revolving Facilities (except with respect to the rate of interest and the Scheduled Termination Date applicable to such New Revolving Facility and except as otherwise reasonably acceptable to the Agent and the Joint Lead Arrangers). (c) On any Increased Amount Date on which any New Term Loan Commitments of any Series are effective, subject to the satisfaction of the foregoing terms and conditions, (i) each Lender with a New Term Loan Commitment (each, a “New Term Loan Lender”) of any Series shall make a Loan to the applicable Borrower (a “New Term Loan”) in the requested currency in an amount equal to its New Term Loan Commitment of such Series, and (ii) each New Term Loan Lender of any Series shall become a Lender hereunder with respect to the New Term Loan Commitment of such Series and the New Term Loans of such Series made pursuant thereto. (d) On any Increased Amount Date on which any New LC Facility Commitments are effective, subject to the satisfaction of the foregoing terms and conditions, (i) each Lender with a New LC Facility Commitment (each, a “New LC Facility Lender”) of any Series shall make an LC Facility Deposit in Dollars (a “New LC Facility Deposit”) with, in the case of New LC Facility Deposits designated as an increase to the LC Facility, the LC Facility Agent, and in the case of any new Series of New LC Facility Deposits, the entity that agrees to act as agent for the applicable Series of New LC Facility Commitments, in each case, in an amount equal to its New LC Facility Commitment, and (ii) each New LC Facility Lender shall become a Lender hereunder with respect to the New LC Facility Commitment and the New LC Facility Deposits made pursuant thereto. (e) The terms and provisions of the New Term Loans and New Term Loan Commitments of any Series and of the New LC Facility Deposits and New LC Facility Deposit Commitments shall be, except as otherwise set forth herein or in the applicable Joinder Agreementsupplement relating thereto, identical to one or more Classes of the existing Initial Term LoansLoans and existing LC Facility Deposits; provided that (i) the applicable New Term Loan Maturity Date final maturity date of each Series shall be no earlier than the Initial final maturity of the applicable Class of existing Term Loan Maturity Loans or the LC Facility Deposits outstanding on the Increased Amount Date with respect to such New Term Loans or New LC Facility Deposits and the mandatory prepayment and other payment rights (other than scheduled amortization) of the New Term Loans and the existing Initial Term Loans (other than the Canadian Term B Loans unless such New Term Loans are to a Foreign Borrower formed under the laws of Canada) shall be identical, (ii) the rate of interest and the amortization schedule applicable to the New Term Loans of each Series shall be determined by the applicable Borrower and the applicable new Lenders and shall be set forth in each the applicable Joinder Agreementsupplement relating thereto and the applicable fees payable pursuant to any New LC Facility Deposits shall be determined by the applicable Borrower and the New LC Facility Lenders providing such New LC Facility Deposits; provided that the weighted average life Weighted Average Life to maturity Maturity of all any New Term Loans shall will be no shorter than the weighted average life Weighted Average Life to maturity Maturity of the Initial existing Term Loans under any Term Loan Facility, and (iii) all other terms applicable to the New Term Loans of each Series that differ from the existing Initial Term Loans shall be reasonably acceptable to the Administrative Agent (as evidenced by its execution of the applicable Joinder Agreementsupplement relating thereto). The terms and provisions of the New Revolving Loans and New Revolving Credit Commitments shall be identical to the Revolving Credit Loans and the Revolving Credit CommitmentsCommitments under the applicable Revolving Facility, provided that, with respect to any New Revolving Facility, (i) the Scheduled Termination Date with respect thereto shall be set forth in the applicable supplement and shall be no earlier than the Scheduled Termination Date of any other Revolving Facility in effect at such time, (ii) the rate of interest applicable thereto shall be determined by the applicable Borrower and the applicable new Lenders and shall be set forth in the applicable supplement relating thereto and (iii) all other terms applicable thereto that differ from the existing Revolving Loans and Revolving Commitments under the existing Revolving Facilities shall be reasonably acceptable to the Agent (as evidenced by the execution of the applicable supplement relating thereto). (ei) Any Borrower may at any time and from time to time request that all or a portion of the Term Loans under any Term Loan Facility of such Borrower (an “Existing Class”) be converted to extend the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of such Term Loans (any such Term Loans which have been so converted, “Extended Term Loans”) and to provide for other terms consistent with this Section 2.19(f). In order to establish any Extended Term Loans, the applicable Borrower shall provide a notice to the Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Class) (an “Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established, which shall be identical to the Term Loans of the Existing Class from which they are to be converted except (w) all or any of the scheduled amortization payments of principal of the Extended Term Loans may be delayed to later dates than the scheduled amortization of principal of the Term Loans of such Existing Class, (x) (A) the interest margins with respect to the Extended Term Loans may be higher than the interest margins for the Term Loans of such Existing Class (and Extended Term Loans may provide for prepayment protection and call protection that are different from those applicable to such Existing Class) and/or (B) additional fees may be payable to the Lenders providing such Extended Term Loans in addition to or in lieu of any increased margins contemplated by the preceding clause (A), (y) the supplement providing for such Extended Term Loans may provide for other terms applicable to such Extended Term Loans so long as either (A) such additional terms do not apply until all Term Loans, Commitments, LC Facility Deposits and New LC Facility Deposits outstanding immediately prior to the establishment of such Extended Term Loans have been repaid, terminated or returned as applicable, (B) such additional terms are less favorable to the holders of the Extended Term Loans than the corresponding Existing Class or (C) such additional terms have been approved by the Required Lenders and (z) the mandatory prepayment rights of the Extended Term Loans and such Existing Class may be different so long as the proportion (if any) of the proceeds thereof to which such Extended Term Loans are entitled is no greater on a proportionate basis than the portion of such proceeds to which the Existing Class is entitled to receive. (ii) The Borrowers shall provide the applicable Extension Request at least five (5) Business Days prior to the date on which Lenders under the Existing Class are requested to respond. Any Lender (an “Extending Lender”) wishing to have all or a portion of its Term Loans of the Existing Class subject to such Extension Request converted into Extended Term Loans shall notify the Agent (an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Term Loans of the Existing Class which it has elected to convert into Extended Term Loans. In the event that the aggregate amount of Term Loans of the Existing Class subject to Extension Elections exceeds the amount of Extended Term Loans requested pursuant to the Extension Request, Term Loans subject to Extension Elections shall be converted to Extended Term Loans on a pro rata basis based on the amount of Term Loans included in each such Extension Election (subject to such rounding as the Agent deems expedient). For the avoidance of doubt, each Lender agrees that any Term Loan that is converted to an Extended Term Loan (and the Extending Lender providing such Extended Term Loan) shall continue to be subject to the Loss Sharing Agreement to the same extent as the Term Loan from which such Extended Term Loan was converted. Any Extended Term Loans shall be established on the date set forth in the applicable supplement entered into by the applicable Borrower and the Agent pursuant to this Section 2.19(f) (it being understood that by providing an Extension Election, an Extending Lender will agree to be bound thereby). (g) Each Joinder Agreement supplement pursuant to this Section 2.19 may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Credit Loan Documents as may be necessary or appropriate, in the opinion of the Administrative AgentAgent and the Joint Lead Arrangers, to effect the provision of this Section 2.142.19.

Incremental Facilities. (a) The At any time prior to the Revolving Termination Date, the Borrower may may, by written notice to the Administrative Agent elect (each such notice, a “New Term Loan Facility Notice”), which New Term Loan Facility Notice shall promptly be delivered by the Administrative Agent to each Lender, request the establishment addition of one or more (x) additional tranches of term loans hereto and related commitments in respect thereof (the commitments thereto, the “New Term Loan Commitments”); provided, however, that both (x) and/or at the time of any such request and (y) increases in Revolving Credit Commitments (the “New Revolving Credit Commitments” and, together with the after giving effect to any such New Term Loan Commitments, the “New Loan Commitments”)borrowing of term loans associated therewith and the use of proceeds thereof, by an aggregate amount not in excess of the Maximum Incremental Facilities Amount in the aggregate and not less than $100,000,000 individually (or such lesser amount as (x) may be approved by the Administrative Agent or (y) shall constitute the difference between the Maximum Incremental Facilities Amount and all such New Loan Commitments obtained on or prior to such date). Each such notice shall specify the date (each, an “Increased Amount Date”) on which the Borrower proposes that the New Loan Commitments shall be effective, which shall be a date not less than ten Business Days after the date on which such notice is delivered to the Administrative Agent. The Borrower may approach any Lender or any Person (other than a natural person) to provide all or a portion of the New Loan Commitments; provided that any Lender offered or approached to provide all or a portion of the New Loan Commitments may elect or decline, in its sole discretion, to provide a New Loan Commitment. In each case, such New Loan Commitments shall become effective as of the applicable Increased Amount Date; provided that (i) no Default or Event of Default shall exist and the Borrower shall be in compliance with each financial covenant set forth in Section 7.1 (calculated, in the case of clause (y), as of the date of the effectiveness of such New Term Loan Commitments and the borrowing of term loans associated therewith on a pro forma basis to give effect to such Increased Amount borrowing and the use of proceeds thereof). The New Term Loan Commitments shall (i) be in an aggregate principal amount not in excess of $250,000,000 but in no event less than $100,000,000 for any single tranche of term loans, (ii) rank pari passu in right of payment and of security with the other Loans, (iii) mature not earlier than the date that is one year after the Revolving Termination Date before and amortize in an amount not greater than 1% per annum for each year other than the final year thereof, (iv) be used solely to finance acquisitions (including, without limitation, associated fees and expenses, the refinancing of any indebtedness in connection with such acquisition, and the refinancing of any equity or after other financing used as a deposit or other interim funding to effect such acquisition) that have been approved by the Required Lenders (the determination of “Required Lenders” to be made immediately prior to giving effect to such New Term Loan Commitments), (v) have such pricing and other terms (including mandatory prepayment provisions and call protection and/or premiums) as applicable; (ii) both before and after giving effect to the making of any Series of New Term Loans or New Revolving Loans, each of the conditions set forth in Section 7 shall may reasonably be satisfied; (iii) the New Loan Commitments shall be effected pursuant to one or more Joinder Agreements executed and delivered agreed by the Borrower and Administrative Agent, and each of which shall be recorded in the Register and shall be subject to the requirements set forth in Section 5.4(d); (iv) the Borrower shall make any payments required pursuant to Section 2.11 in connection with the New Loan Commitments, as applicable; and (v) the Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by Administrative Agent in connection with any Persons providing such transaction. Any New Term Loans made on an Increased Amount Date shall be designated, a separate series (a “Series”) of New Term Loans for all purposes of this Agreement. (b) On any Increased Amount Date on which New Revolving Credit Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (a) each of the Lenders with Revolving Credit Commitments shall assign to each Lender with a New Revolving Credit Commitment (each, a “New Revolving Loan Lender”) and each of the New Revolving Loan Lenders shall purchase from each of the Lenders with Revolving Credit Commitments, at the principal amount thereof and in the applicable currency(ies), such interests in the Revolving Credit Loans outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, the Revolving Credit Loans will be held by existing Revolving Credit Lenders and New Revolving Loan Lenders ratably in accordance with their Revolving Credit Commitments after giving effect to the addition of such New Revolving Credit Commitments to the Revolving Credit Commitments, (b) each New Revolving Credit Commitment shall be deemed for all purposes a Revolving Credit Commitment and each Loan made thereunder (a “New Revolving Loan”) shall be deemed, for all purposes, a Revolving Credit Loan and (c) each New Revolving Loan Lender shall become a Lender with respect to the New Revolving Credit Commitment and all matters relating thereto. (c) On any Increased Amount Date on which any New Term Loan Commitments of any Series are effective, subject to the satisfaction of the foregoing terms and conditions, (i) each Lender with a New Term Loan Commitment (each, a “New Term Loan Lender”) of any Series shall make a Loan to ), provided, that the Borrower (a “New Term Loan”) in an amount equal to its New Term Loan Commitment of such Series, and (ii) each New Term Loan Lender of any Series shall become a Lender hereunder yield with respect to the New Term Loan Commitment of such Series Commitments (taking into account upfront fees and original issue discount paid to New Term Loan lenders) may be no more than 0.25% per annum greater than the then-current yield with respect to the Loans (as reasonably determined by the Administrative Agent) at the time the New Term Loans Loan Facility Amendment (as defined below) becomes effective pursuant to its terms (it being understood that all levels of the Pricing Grid will be increased and/or additional fees will be paid to the Lenders, as applicable, to the extent necessary to satisfy such Series made pursuant thereto. requirement), and (dvi) The otherwise be treated hereunder substantially the same as (and in any event no more favorably than) the Facility, provided, that the terms and provisions of the New Term Loans and New Term Loan Commitments of any Series shall be, except as otherwise set forth herein or in the applicable Joinder Agreement, identical to one or more Classes of the existing Initial Term Loans; provided that (i) the applicable New Term Loan Maturity Date of each Series shall be no earlier than the Initial Term Loan Maturity Date and mandatory prepayment and other payment rights (other than scheduled amortization) of the New Term Loans and the existing Initial Term Loans shall be identical, (ii) the rate of interest and the amortization schedule applicable to the New Term Loans of each Series shall be determined by the Borrower and the applicable new Lenders and shall be set forth Loan Commitments may provide for financial or other covenants different or in each applicable Joinder Agreement; provided that the weighted average life addition to maturity of all New Term Loans shall be no shorter than the weighted average life to maturity of the Initial Term Loans and (iii) all other terms those applicable to the Loans only to the extent that such terms and provisions are applicable only during periods after the Revolving Termination Date. The New Term Loans Loan Facility Notice shall (x) set forth the requested amount of New Term Loan Commitments, (y) offer each Series that differ from Lender the existing Initial opportunity to provide a New Term Loans shall be reasonably acceptable Loan Commitment by giving written notice of such to the Administrative Agent (as evidenced by its execution prior to the termination of the applicable Joinder Agreement). The terms and provisions general syndication of the New Revolving Loans Term Loan Commitments and (z) be provided to each existing Lender not less than five Business Days prior to the commencement of the general syndication of the New Revolving Credit Term Loan Commitments; provided, however, that no existing Lender will be obligated to subscribe for any portion of such New Term Loan Commitments. Each New Term Loan Commitment shall become a Commitment under this Agreement and the facility for the New Term Loan Commitments shall be identical implemented hereunder pursuant to an amendment to this Agreement, which may take the Revolving Credit Loans form of an amendment and restatement of this Agreement (a “New Term Loan Facility Amendment”), executed by each of the Borrower, each other Loan Party, each New Term Loan Lender and the Revolving Credit Commitments. (e) Each Joinder Agreement mayAdministrative Agent, without which New Term Loan Facility Amendment will not require the consent of any other LendersLender. The effectiveness of any New Term Loan Facility Amendment shall (in addition to any other conditions specified therein) be subject to the satisfaction on the date thereof and, effect such amendments to this Agreement and if different, on the other Credit Documents as may be necessary or appropriatedate on which the New Term Loan Commitments are funded, in the opinion of each of the Administrative Agent, to effect the provision of this conditions set forth in Sections 5.1(h) and (o) and Section 2.145.2.

Incremental Facilities. (a) The Borrower may by written notice to the Administrative Agent elect to request (A) prior to the Revolving Commitment Termination Date, an increase to the existing Revolving Commitments (any such increase, the “Incremental Revolving Commitments”) and/or (B) prior to the Tranche BRestatement Effective Date Term Loan Maturity Date, the establishment of one or more (x) additional tranches of new term loans loan commitments (the commitments thereto, the “New Incremental Term Loan Commitments”) and/or (y) increases in Revolving Credit Commitments (the “New Revolving Credit Commitments” and, ; together with the New Term Loan Incremental Revolving Commitments, the “New Loan CommitmentsIncremental Facilities”), by an aggregate amount not in excess of, at any time on and after the Restatement Effective Date, the sum of the Maximum Incremental Facilities Amount (i) $100,000,000 in the aggregate minus the aggregate amount of Indebtedness incurred pursuant to Section 2.24(a)(B)(i) (or any similar incremental “free and clear” basket) of the Second Lien Credit Agreement and (ii) an unlimited amount so long as such amount at such time could be incurred without causing the pro forma First Lien Leverage Ratio to exceed 3.50:1.00 (assuming that (x) the Incremental Revolving Commitments are fully drawn and (y) the cash proceeds of any Incremental Revolving Loans and Incremental Term Loans are not netted from Indebtedness for purposes of calculating such First Lien Leverage Ratio); provided that no such Incremental Revolving Commitments or Incremental Term Loan Commitments shall be in an aggregate amount less than $100,000,000 individually 25,000,000 (or such lesser amount except as (x) may shall be approved by the Administrative Agent or (y) such lesser amount that shall constitute the difference between the Maximum Incremental Facilities Amount $100,000,000 and all such New Incremental Revolving Commitments and Incremental Term Loan Commitments obtained on or prior to such datedate pursuant to clause (i) above), and integral multiples of $5,000,000 in excess of that amount. Each such notice shall specify (A) the date (each, an “Increased Amount Date”) on which the Borrower proposes that the New Incremental Revolving Commitments or Incremental Term Loan Commitments Commitments, as applicable, shall be effective, which shall be a date not less than ten 10 Business Days after the date on which such notice is delivered to the Administrative Agent. The Borrower may approach any Agent and (B) the identity of each Lender or any other Person that is an Eligible Assignee (other than a natural personeach, an “Incremental Revolving Loan Lender” or “Incremental Term Loan Lender”, as applicable) to provide all or a whom the Borrower proposes any portion of the New such Incremental Revolving Commitments or Incremental Term Loan Commitments, as applicable, be allocated and the amounts of such allocations; provided that Barclays may elect or decline to arrange such Incremental Revolving Commitments or Incremental Term Loan Commitments in its sole discretion and any Lender offered or approached to provide all or a portion of the New Incremental Revolving Commitments or Incremental Term Loan Commitments may elect or decline, in its sole discretion, to provide a New an Incremental Revolving Commitment or an Incremental Term Loan Commitment. In each case, such New Such Incremental Revolving Commitments or Incremental Term Loan Commitments shall become effective as of the applicable such Increased Amount Date; provided that (i1) subject to the terms and conditions set forth in Section 1.04 with respect to Limited Condition Acquisitions, no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such New Incremental Revolving Commitments or Incremental Term Loan Commitments, as applicable; (ii2) Facilities; (2) subject to the terms and conditions set forth in Section 1.04 with respect to Limited Condition Acquisitions, both before and after giving effect to the making of any Series of New Incremental Term Loans or New Revolving Loans, each of the conditions set forth in Section 7 3.02 shall be satisfied; (iii3) subject to the terms and conditions set forth in Section 1.04 with respect to Limited Condition Acquisitions, Holdings shall be in pro forma compliance (calculated in accordance with the definition of Consolidated Adjusted EBITDA) with each of the covenants set forth in Section 6.07 as of the last day of the most recently ended Fiscal Quarter, after giving effect to such Incremental Revolving Commitments or Incremental Term Loan Commitments, including any acquisitions consummated with the proceeds thereof or dispositions after the beginning of the relevant determination period but prior to or simultaneous with the borrowing of such Incremental Revolving Commitments or Incremental Term Loan Commitments, as applicable; (4) the New Incremental Revolving Commitments or Incremental Term Loan Commitments Commitments, as applicable, shall be effected pursuant to one or more Joinder Agreements executed and delivered by the Borrower Borrower, the Incremental Revolving Loan Lender or Incremental Term Loan Lender, as applicable, and the Administrative Agent, and each of which shall be recorded in the Register and each Incremental Revolving Loan Lender and Incremental Term Loan Lender shall be subject to the requirements set forth in Section 5.4(d2.20(c); (iv5) the Borrower shall make any payments required pursuant to Section 2.11 2.18(c) in connection with the New Incremental Revolving Commitments or Incremental Term Loan Commitments, as applicable; (6) all other fees and expenses owing in respect of such increase to the Administrative Agent, the Collateral Agent and the Lenders will have been paid; (7) such Incremental Revolving Commitments or Incremental Term Loan Commitments, as applicable, shall share pari passu in the Guarantees and Collateral; and (v) 8) the Borrower shall deliver or cause to be delivered any legal opinions or other documents (including modifications of Mortgages and title insurance endorsements or policies) reasonably requested by the Administrative Agent in connection with any such transaction. Any New Incremental Term Loans made on an Increased Amount Date shall be designated, designated a separate series (a “Series”) of New Incremental Term Loans for all purposes of this Agreement. (b) On any Increased Amount Date on which New Incremental Revolving Credit Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (a) each of the Revolving Lenders with Revolving Credit Commitments shall assign to each Lender with a New Revolving Credit Commitment (each, a “New of the Incremental Revolving Loan Lender”) Lenders, and each of the New Incremental Revolving Loan Lenders shall purchase from each of the Lenders with Revolving Credit CommitmentsLoan Lenders, at the principal amount thereof and in the applicable currency(ies(together with accrued interest), such interests in the Revolving Credit Loans outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, the such Revolving Credit Loans will be held by existing Revolving Credit Loan Lenders and New Incremental Revolving Loan Lenders ratably in accordance with their Revolving Credit Commitments after giving effect to the addition of such New Incremental Revolving Credit Commitments to the Revolving Credit Commitments, (b) each New Incremental Revolving Credit Commitment shall be deemed for all purposes a Revolving Credit Commitment and each Loan made thereunder (a an “New Incremental Revolving Loan”) shall be deemed, for all purposes, a Revolving Credit Loan and (c) each New Incremental Revolving Loan Lender shall become a Lender with respect to the New Incremental Revolving Credit Commitment and all matters relating thereto. (c) On any Increased Amount Date on which any New Incremental Term Loan Commitments of any Series are effective, subject to the satisfaction of the foregoing terms and conditions, (i) each Lender with a New Incremental Term Loan Commitment (each, a “New Term Loan Lender”) Lender of any Series shall make a Loan to the Borrower (a an “New Incremental Term Loan”) in an amount equal to its New Incremental Term Loan Commitment of such Series, Series and (ii) each New Incremental Term Loan Lender of any Series shall become a Lender hereunder with respect to the New Incremental Term Loan Commitment of such Series and the New Incremental Term Loans of such Series made pursuant thereto. (d) The Administrative Agent shall notify the Lenders promptly upon receipt of the Borrower’s notice of each Increased Amount Date and in respect thereof (yx) the Incremental Revolving Commitments and the Incremental Revolving Loan Lenders or the Series of Incremental Term Loan Commitments and the Incremental Term Loan Lenders of such Series, as applicable and (zy) in the case of each notice to any Revolving Loan Lender, the respective interests in such Revolving Loan Lender’s Revolving Loans, in each case subject to the assignments contemplated by this Section. (e) The terms and provisions of the New Incremental Term Loans and New Incremental Term Loan Commitments of any Series shall be, except as otherwise set forth herein or as agreed between the Borrower and the Lenders providing such Incremental Term Loans and as set forth in the applicable Joinder Agreement, identical to one or more Classes the existing Term Loans. The terms and provisions of the existing Initial Term Loans; provided Incremental Revolving Loans shall be identical to the Revolving Loans and such Incremental Revolving Loans will be documented solely as an increase to the Revolving Commitments, without any change in terms other than any change that is more favorable to the Revolving Lenders and applies to all loans and commitments under the Revolving Loans (it being understood that the Administrative Agent shall be empowered to, on behalf of all the Revolving Lenders, execute an amendment to the definitive documentation relating to the Revolving Loans in order to give effect to such a change more favorable to the Revolving Lenders). In any event (i) the Weighted Average Life to Maturity of all Incremental Term Loans of any Series shall be no shorter than the Weighted Average Life to Maturity of the existing Term Loans (except by virtue of amortization or prepayment of such existing Term Loans prior to such date of determination), (ii) the applicable New Incremental Term Loan Maturity Date of each Series shall be no earlier shorter than the Initial Term Loan Maturity Date and mandatory prepayment and other payment rights (other than scheduled amortization) latest of the New final maturity of the existing Term Loans, and (iii) if the “yield” of any relevant Loan exceeds the “yield” on the existing Term Loans and by more than 50 basis points, the applicable margins for the existing Initial Term Loans shall be identical, (ii) the rate of interest and the amortization schedule applicable increased to the New extent necessary so that the “yield” on such Term Loans is 50 basis points less than the “yield” on such relevant Incremental Term Loans (for purposes of each Series this paragraph “yield” shall be reasonably determined by the Borrower and Administrative Agent (w) to include the applicable new interest rate margin, (x) to exclude arrangement, commitment, structuring or other fees payable to the Joint Lead Arrangers (or their respective Affiliates) in connection with such Loans or to one or more arrangers (or their Affiliates) of any such Loan that are not shared with all Lenders providing such Loans, (y) to include original issue discount and shall be set forth in each applicable Joinder Agreement; provided that upfront fees paid to the weighted average Lenders thereunder (with original issue discount being equated to interest based on assumed four-year life to maturity or, if shorter, the actual Weighted Average Life to Maturity), and (z) to include, if the Incremental Term Loans include an interest rate floor greater than the applicable interest rate floor under the existing Term Loans, such differential between interest rate floors equated to the applicable interest rate margin for purposes of all New determining whether an increase to the interest rate margin under the existing Term Loans shall be no shorter than required, but only to the weighted average life to maturity of extent an increase in the Initial interest rate floor in the existing Term Loans would cause an increase in the interest rate then in effect thereunder, and in such case the interest rate floor (iiibut not the interest rate margin) all other terms applicable to the New Term Loans of each Series that differ from the existing Initial Term Loans shall be reasonably acceptable increased to the Administrative Agent (as evidenced by its execution extent of the applicable Joinder Agreementsuch differential between interest rate floors). The terms and provisions of the New Revolving Loans and New Revolving Credit Commitments shall be identical to the Revolving Credit Loans and the Revolving Credit Commitments. (e) Each Joinder Agreement may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Credit CreditLoan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, Agent to effect the provision provisions of this Section 2.142.24.

Incremental Facilities. (a) The Borrower may may, from time to time after the Closing Date, upon notice by written notice the Borrower to the Administrative Agent elect and the Person appointed by the Borrower to arrange an incremental Facility (each, an “Incremental Credit Facility”) (such Person (who may be (i) the Administrative Agent, if it so agrees, or (ii) any other Person appointed by the Borrower after consultation with the Administrative Agent), the “Incremental Arranger”) specifying the proposed Borrower (which may include a Co-Borrower), the proposed amount thereof and the proposed currency denomination thereof, request (i) an increase in the establishment Commitments under any Revolving Tranche (which shall be on the same terms as, and become part of, the Revolving Tranche proposed to be increased) (each, a “Revolving Credit Commitment Increase”), (ii) an increase in any Term Loan Tranche then outstanding (which shall be on the same terms as, and become part of, the Term Loan Tranche proposed to be increased hereunder (except as otherwise provided in clause (d) below with respect to amortization)) (each, a “Term Commitment Increase”), (iii) the addition of one or more new revolving credit facilities to the Facilities, in each case, in such currency or currencies as the Borrower identifies in such notice (x) additional tranches of term loans (each, a “New Revolving Facility” and, any advance made by a Lender thereunder, a “New Revolving Loan”; and the commitments theretothereof, the “New Revolving Commitment”) and (iv) the addition of one or more new term loan facilities, in each case, in such currency or currencies as the Borrower identifies in such notice (each, a “New Term Facility”; and any advance made by a Lender thereunder, a “New Term Loan”; and the commitments thereof, the “New Term Loan CommitmentsCommitment”) and/or (y) increases in Revolving Credit Commitments (the “New Revolving Credit Commitments” and, ; and together with the Revolving Credit Commitment Increase, the New Revolving Commitments and the Term Loan CommitmentsCommitment Increase, the “New Loan Commitments”), by an aggregate amount not in excess of the Maximum Incremental Facilities Amount in the aggregate and not less than $100,000,000 individually (or such lesser amount as (x) may be approved by the Administrative Agent or (y) shall constitute the difference between the Maximum Incremental Facilities Amount and all such New Loan Commitments obtained on or prior to such date). Each such notice shall specify the date (each, an “Increased Amount Date”) on which the Borrower proposes that the New Loan Commitments shall be effective, which shall be a date not less than ten Business Days after the date on which such notice is delivered to the Administrative Agent. The Borrower may approach any Lender or any Person (other than a natural person) to provide all or a portion of the New Loan Commitments; provided that any Lender offered or approached to provide all or a portion of the New Loan Commitments may elect or decline, in its sole discretion, to provide a New Loan Commitment. In each case, such New Loan Commitments shall become effective as of the applicable Increased Amount Date; provided that (i) no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such New Loan Commitments, as applicable; (ii) both before and after giving effect to the making of any Series of New Term Loans or New Revolving Loans, each of the conditions set forth in Section 7 shall be satisfied; (iii) the New Loan Commitments shall be effected pursuant to one or more Joinder Agreements executed and delivered by the Borrower and Administrative Agent, and each of which shall be recorded in the Register and shall be subject to the requirements set forth in Section 5.4(d); (iv) the Borrower shall make any payments required pursuant to Section 2.11 in connection with the New Loan Commitments, as applicable; and (v) the Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by Administrative Agent in connection with any such transaction. Any New Term Loans made on an Increased Amount Date shall be designated, a separate series (a “Series”) of New Term Loans for all purposes of this Agreement. (b) On any Increased Amount Date on which New Revolving Credit Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (a) each of the Lenders with Revolving Credit Commitments shall assign to each Lender with a New Revolving Credit Commitment (each, a “New Revolving Loan Lender”) and each of the New Revolving Loan Lenders shall purchase from each of the Lenders with Revolving Credit Commitments, at the principal amount thereof and in the applicable currency(ies), such interests in the Revolving Credit Loans outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, the Revolving Credit Loans will be held by existing Revolving Credit Lenders and New Revolving Loan Lenders ratably in accordance with their Revolving Credit Commitments after giving effect to the addition of such New Revolving Credit Commitments to the Revolving Credit Commitments, (b) each New Revolving Credit Commitment shall be deemed for all purposes a Revolving Credit Commitment and each Loan made thereunder (a “New Revolving Loan”) shall be deemed, for all purposes, a Revolving Credit Loan and (c) each New Revolving Loan Lender shall become a Lender with respect to the New Revolving Credit Commitment and all matters relating thereto. (c) On any Increased Amount Date on which any New Term Loan Commitments of any Series are effective, subject to the satisfaction of the foregoing terms and conditions, (i) each Lender with a New Term Loan Commitment (each, a “New Term Loan Lender”) of any Series shall make a Loan to the Borrower (a “New Term Loan”) ;) in an amount equal not to its New Term Loan Commitment of such Series, and (ii) each New Term Loan Lender of any Series shall become a Lender hereunder with respect to exceed the New Term Loan Commitment of such Series and the New Term Loans of such Series made pursuant thereto. (d) The terms and provisions of the New Term Loans and New Term Loan Commitments of any Series shall be, except as otherwise set forth herein or in the applicable Joinder Agreement, identical to one or more Classes of the existing Initial Term Loans; provided that (i) the applicable New Term Loan Maturity Date of each Series shall be no earlier than the Initial Term Loan Maturity Date and mandatory prepayment and other payment rights (other than scheduled amortization) of the New Term Loans and the existing Initial Term Loans shall be identical, (ii) the rate of interest and the amortization schedule applicable to the New Term Loans of each Series shall be determined by the Borrower and the applicable new Lenders and shall be set forth in each applicable Joinder Agreement; provided that the weighted average life to maturity of all New Term Loans shall be no shorter than the weighted average life to maturity of the Initial Term Loans and (iii) all other terms applicable to the New Term Loans of each Series that differ from the existing Initial Term Loans shall be reasonably acceptable to the Administrative Agent (as evidenced by its execution of the applicable Joinder Agreement). The terms and provisions of the New Revolving Loans and New Revolving Credit Commitments shall be identical to the Revolving Credit Loans and the Revolving Credit Commitments. (e) Each Joinder Agreement may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Credit Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provision of this Section 2.14.sum of:

Incremental Facilities. (a) The Borrower may Company may, by written notice to Administrative Agent the Agent, each Issuing Bank and the Swing Line Lender, elect to request prior to the establishment Revolving Commitment Termination Date, an increase to a Class of one or more (x) additional tranches of term loans (the commitments thereto, the “New Term Loan Commitments”) and/or (y) increases in then-existing Revolving Credit Commitments (the any such increase, “New Revolving Credit Commitments” and, together with the New Term Loan Commitments, the “New Loan Commitments”), by an aggregate amount not in excess of the Maximum Incremental Facilities Amount $100,000,000 in the aggregate and not less than $100,000,000 10,000,000 individually (or such lesser amount as (x) may which shall be approved by the Administrative Agent or (y) such lesser amount that shall constitute the difference between the Maximum Incremental Facilities Amount $100,000,000 and all such New Loan Revolving Commitments obtained on or prior to such date), and integral multiples of $1,000,000 in excess of that amount. Each such notice shall specify (x) the date (each, an “Increased Amount Date”) on which the Borrower Company proposes that the New Loan Revolving Commitments shall be effective, which shall be a date not less than ten 10 Business Days after the date on which such notice is delivered to the Administrative Agent. The Borrower may approach any , (y) the identity of each Lender or any other Person that is an Eligible Assignee (other than each, a natural person“New Revolving Loan Lender”) to provide all or a whom the Company proposes any portion of such New Revolving Commitments be allocated and the New Loan Commitmentsamounts of such allocations and (z) the Class of Revolving Commitments the Company proposes to increase; provided that the Agent may elect or decline to arrange such New Revolving Commitments in its sole discretion and any Lender offered or approached to provide all or a portion of the New Loan Revolving Commitments may elect or decline, in its sole discretion, to provide a New Loan Revolving Commitment. In each case, such Such New Loan Revolving Commitments shall become effective as of the applicable such Increased Amount Date; provided that that (i) no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such New Loan Revolving Commitments, as applicable; ; (ii) both before the Company and its Subsidiaries shall be in pro forma compliance with Sections 7.11, 7.12 and 7.14 as of the last day of the most recently ended Fiscal Quarter after giving effect to the making of any Series of New Term Loans or such New Revolving Loans, each of the conditions set forth in Section 7 shall be satisfied; Commitments; (iii) the all New Loan Revolving Commitments shall be effected pursuant to one or more Joinder Agreements executed and delivered by the Borrower Company, the New Revolving Loan Lender and Administrative the Agent, and each of which shall be recorded in the Register and each New Revolving Loan Lender shall be subject to the requirements set forth in Section 5.4(d3.01(e); ; (iv) the Borrower Company shall make any payments required pursuant to Section 2.11 3.05(b) in connection with the New Loan Revolving Commitments, as applicable; and ; (v) the Borrower Agent, each Issuing Bank and the Swing Lien Lender shall have consented to any New Revolving Loan Lender (such consent shall not be unreasonably withheld) and (vi) the Company shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by Administrative the Agent in connection with any such transaction. Any New Term Loans made on an Increased Amount Date shall be designated, a separate series (a “Series”) of New Term Loans for all purposes of this Agreement. (b) [Reserved]. (c) On any Increased Amount Date on which New Revolving Credit Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, , (ai) each of the Revolving Lenders with Revolving Credit Commitments shall assign to each Lender with a New Revolving Credit Commitment (each, a “of the New Revolving Loan Lender”) Lenders, and each of the New Revolving Loan Lenders shall purchase from each of the Lenders with Revolving Credit CommitmentsLenders, at the principal amount thereof and in the applicable currency(ies(together with accrued interest), such interests in the Revolving Credit Loans outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, the such Revolving Credit Loans will be held by then-existing Revolving Credit Lenders and New Revolving Loan Lenders ratably in accordance with their Revolving Credit Commitments after giving effect to the addition of such New Revolving Credit Commitments to the Revolving Credit Commitments, , (bii) each New Revolving Credit Commitment shall be deemed for all purposes a Revolving Credit Commitment and each Loan made thereunder (a “New Revolving Loan”) shall be deemed, for all purposes, a Revolving Credit Loan and and (ciii) each New Revolving Loan Lender shall become a Lender with respect to the New Revolving Credit Commitment and all matters relating thereto. (c) On any Increased Amount Date on which any New Term Loan Commitments . For the avoidance of any Series are effectivedoubt, subject to the satisfaction of the foregoing terms and conditions, (i) each Lender with a New Term Loan Commitment (each, a “New Term Loan Lender”) of any Series shall make a Loan to the Borrower (a “New Term Loan”) in an amount equal to its New Term Loan Commitment of such Series, and (ii) each New Term Loan Lender of any Series shall become a Lender hereunder with respect to the New Term Loan Commitment of such Series and the New Term Loans of such Series made pursuant thereto. (d) The terms and provisions of the New Term Loans and New Term Loan Commitments of any Series shall be, except as otherwise set forth herein or in the applicable Joinder Agreement, identical to one or more Classes of the existing Initial Term Loans; provided that (i) the applicable New Term Loan Maturity Date of each Series shall be no earlier than the Initial Term Loan Maturity Date and mandatory prepayment and other payment rights (other than scheduled amortization) of the New Term Loans and the existing Initial Term Loans shall be identical, (ii) the rate of interest and the amortization schedule applicable to the New Term Loans of each Series shall be determined by the Borrower and the applicable new Lenders and shall be set forth in each applicable Joinder Agreement; provided that the weighted average life to maturity of all New Term Loans shall be no shorter than the weighted average life to maturity of the Initial Term Loans and (iii) all other terms applicable to the New Term Loans of each Series that differ from the existing Initial Term Loans shall be reasonably acceptable to the Administrative Agent (as evidenced by its execution of the applicable Joinder Agreement). The terms and provisions of the New Revolving Loans and New Revolving Credit Commitments shall be identical documented solely as an increase, and shall be identical, to the Class of then-existing Revolving Credit Loans and the Revolving Credit CommitmentsCommitments so increased. (d) [Reserved]. (e) Each Joinder Agreement may, without The Agent shall notify Lenders promptly upon receipt of the consent Company’s notice of any other Lenders, effect such amendments to this Agreement each Increased Amount Date and in respect thereof (i) the New Revolving Commitments and the other Credit Documents as may be necessary or appropriateNew Revolving Loan Lenders and (ii) the respective interests in such Revolving Xxxxxx’s Revolving Loans, in each case subject to the opinion of the Administrative Agent, to effect the provision of this assignments contemplated by Section 2.142.15(c).

Incremental Facilities. (a) The Borrower may may, by written notice to Administrative Agent Agent, elect to request the establishment of one or more (x) additional tranches of term loans or increases in Term Loans of any Class (the commitments thereto, the “New Term Loan Commitments”) and/or (y) increases in Revolving Credit Commitments (the “New Revolving Credit Commitments” and, together with the New Term Loan Commitments, the “New Loan Commitments”), by an aggregate amount not in excess of the Maximum Incremental Facilities Amount in the aggregate and not less than $100,000,000 10,000,000 individually (or such lesser amount as (x) may be approved by the Administrative Agent or (y) shall constitute the difference between the Maximum Incremental Facilities Amount and all such New Term Loan Commitments obtained on or prior to such date), which may be incurred in Dollars, Euros or Pounds Sterling. Each such notice shall specify In connection with the date (eachincurrence of any Indebtedness under this Section 2.14, an “Increased Amount Date”) on which at the request of the Administrative Agent, the Borrower proposes shall provide to the Administrative Agent a certificate certifying that the New Term Loan Commitments do not exceed the Maximum Incremental Facilities Amount, which certificate shall be effectivein reasonable detail and shall provide the calculations and basis therefor and, which shall be a date not less than ten Business Days after subject to reclassification as set forth in Section 10.1, classify such Indebtedness as being incurred under clause (i) or clause (ii) of the date on which such notice is delivered to the Administrative Agentdefinition of Maximum Incremental Facilities Amount. The Borrower may approach any Lender or any Person (other than a natural personPerson) to provide all or a portion of the New Term Loan Commitments; provided that any Lender offered or approached to provide all or a portion of the New Term Loan Commitments may elect or decline, in its sole discretion, to provide a New Term Loan Commitment. In each case, on each applicable Increased Amount Date (subject to Section 1.12), such New Term Loan Commitments shall become effective as of the applicable Increased Amount Date; provided that be subject to (i) no Default or Event of Default (except in connection with an acquisition or investment (including any Permitted Acquisition or Investment), no Event of Default under Section 11.1 or Section 11.5) shall exist on such Increased Amount Date before or after giving effect to such New Term Loan Commitments, as applicable; , and subject to Section 1.12, (ii) both before and after giving effect to the making of any Series of New Term Loans or New Revolving Loans, each of the conditions set forth in Section 7 shall be satisfied; (iii) the New Loan Commitments shall be effected pursuant to one or more Joinder Agreements executed and delivered by the Borrower and Administrative Agent, and each of which shall be recorded in the Register and shall be subject to the requirements set forth in Section 5.4(d5.4(e); , and (iviii) the Borrower shall make any payments required pursuant to Section 2.11 in connection with the New Term Loan Commitments, as applicable; and (v) the Borrower . No Lender shall deliver or cause have any obligation to be delivered provide any legal opinions or other documents reasonably requested by Administrative Agent in connection with any such transactionCommitments pursuant to this Section 2.14(a). Any New Term Loans made on an Increased Amount Date shall shall, at the election of the Borrower and agreed to by Lenders providing such New Term Loan Commitments, be designated, designated as (a) a separate series (a “Series”) of New Term Loans for all purposes of this Agreement or (b) as part of a Series of existing Term Loans for all purposes of this Agreement. (b) On [Reserved]. (c) New Term Loan Commitments of any Increased Amount Date on which New Revolving Credit Commitments are effected, Series shall be subject to the satisfaction of the foregoing and following terms and conditions, (a) each of the Lenders with Revolving Credit Commitments shall assign to each Lender with a New Revolving Credit Commitment (each, a “New Revolving Loan Lender”) and each of the New Revolving Loan Lenders shall purchase from each of the Lenders with Revolving Credit Commitments, at the principal amount thereof and in the applicable currency(ies), such interests in the Revolving Credit Loans outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, the Revolving Credit Loans will be held by existing Revolving Credit Lenders and New Revolving Loan Lenders ratably in accordance with their Revolving Credit Commitments after giving effect to the addition of such New Revolving Credit Commitments to the Revolving Credit Commitments, (b) each New Revolving Credit Commitment shall be deemed for all purposes a Revolving Credit Commitment and each Loan made thereunder (a “New Revolving Loan”) shall be deemed, for all purposes, a Revolving Credit Loan and (c) each New Revolving Loan Lender shall become a Lender with respect to the New Revolving Credit Commitment and all matters relating thereto. (c) On any Increased Amount Date on which any New Term Loan Commitments of any Series are effective, subject to the satisfaction of the foregoing terms and conditions, (i) each Lender with a New Term Loan Commitment (each, a “New Term Loan Lender”) of any Series shall make a Loan to the Borrower (a “New Term Loan”) in an amount equal to its New Term Loan Commitment of such Series, and (ii) each New Term Loan Lender of any Series shall become a Lender hereunder with respect to the New Term Loan Commitment of such Series and the New Term Loans of such Series made pursuant thereto. (d) The terms and provisions of the New Term Loans and New Term Loan Commitments of any Series shall be, except as otherwise be on terms and documentation set forth herein or in the applicable Joinder Agreement, identical to one or more Classes of Agreement as determined by the existing Initial Term LoansBorrower; provided that (i) the applicable New Term Loan Maturity Date of each Series shall be no earlier than the Initial Term Loan Maturity Date and mandatory prepayment and other payment rights (other than scheduled amortization) of the New Term Loans and the existing Initial Term Loans shall be identical, Date; (ii) the rate of interest and the amortization schedule applicable to the New Term Loans of each Series shall be determined by the Borrower and the applicable new Lenders and shall be set forth in each applicable Joinder Agreement; provided that the weighted average life to maturity of all New Term Loans shall be no shorter than the weighted average life to maturity of the then existing Initial Term Loans and as calculated without giving effect to any prepayments made in connection with the Initial Term Loans; (iii) all other terms the pricing, interest rate margins, discounts, premiums, rate floors, fees, and, subject to clauses (i) and (ii) above, amortization schedule applicable to the any New Term Loans shall be determined by the Borrower and the Lenders thereunder; provided that only during the period commencing on the Closing Date and ending on the thirty month anniversary of each Series the Closing Date, if the Effective Yield for LIBOR Loans or ABR Loans in respect of such New Term Loans consisting of Term Loans that differ from are secured by the Collateral on a pari passu basis with the Initial Term Loans exceeds the Effective Yield for LIBOR Loans or ABR Loans in respect of the then existing Initial Term Loans of like currency by more than 0.50%, the Applicable Margin for LIBOR Loans or ABR Loans in respect of the then existing Initial Term Loans shall be adjusted so that the Effective Yield in respect of the then existing Initial Term Loans is equal to the Effective Yield for LIBOR Loans or ABR Loans in respect of the New Term Loans minus 0.50% (the terms of this proviso to this clause (iii), the “MFN Protection”); and (iv) to the extent such terms and documentation are not consistent with the then existing Initial Term Loans (except to the extent permitted by clause (i), (ii) or (iii) above), they shall be reasonably acceptable satisfactory to the Administrative Agent and the Required Lenders (as evidenced it being understood that, (1) to the extent that any financial maintenance covenant is added for the benefit of any such Indebtedness, no consent shall be required by its execution the Administrative Agent or any of the applicable Joinder Agreement). The terms and provisions Lenders if such financial maintenance covenant is also added for the benefit of any corresponding Term Loans remaining outstanding after the issuance or incurrence of such Indebtedness or (2) no consent shall be required by the Administrative Agent or any of the New Revolving Loans and New Revolving Credit Commitments shall be identical to Lenders if any covenants or other provisions are only applicable after the Revolving Credit Loans and the Revolving Credit CommitmentsLatest Term Loan Maturity Date). (e) [Reserved]. (f) Each Joinder Agreement may, without the consent of any other Lenders, effect such technical and corresponding amendments to this Agreement and the other Credit Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provision of this Section 2.14. (i) The Borrower may at any time, and from time to time, request that all or a portion of the Term Loans of any Class (an “Existing Term Loan Class”) be converted to extend the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of such Term Loans (any such Term Loans which have been so converted, “Extended Term Loans”) and to provide for other terms consistent with this Section 2.14(g). In order to establish any Extended Term Loans, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Term Loan Class which such request shall be offered equally to all such Lenders) (a “Term Loan Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established, which shall not be materially more restrictive to the Credit Parties (as determined in good faith by the Borrower), when taken as a whole, than the terms of the Term Loans of the Existing Term Loan Class unless (x) the Lenders of the Term Loans of such applicable Existing Term Loan Class receive the benefit of such more restrictive terms or (y) any such provisions apply after the Initial Term Loan Maturity Date (a “Permitted Other Provision”); provided, however, that (x) the scheduled final maturity date shall be extended and all or any of the scheduled amortization payments of principal of the Extended Term Loans may be delayed to later dates than the scheduled amortization of principal of the Term Loans of such Existing Term Loan Class (with any such delay resulting in a corresponding adjustment to the scheduled amortization payments reflected in Section 2.5 or in the Joinder Agreement, as the case may be, with respect to the Existing Term Loan Class from which such Extended Term Loans were converted, in each case as more particularly set forth in paragraph (iv) of this Section 2.14(g) below), (y) (A) the interest margins with respect to the Extended Term Loans may be higher or lower than the interest margins for the Term Loans of such Existing Term Loan Class and/or (B) additional fees, premiums or applicable high-yield discount obligation (“AHYDO”) payments may be payable to the Lenders providing such Extended Term Loans in addition to or in lieu of any increased margins contemplated by the preceding clause (A), in each case, to the extent provided in the applicable Extension Amendment and to the extent that any Permitted Other Provision (including a financial maintenance covenant) is added for the benefit of any such Indebtedness, no consent shall be required by the Administrative Agent or any of the Lenders if such Permitted Other Provision is also added for the benefit of any corresponding Loans remaining outstanding after the issuance or incurrence of such Indebtedness or if such Permitted Other Provision applies only after the Initial Term Loan Maturity Date. Notwithstanding anything to the contrary in this Section 2.14 or otherwise, no Extended Term Loans may be optionally prepaid prior to the date on which the Existing Term Loan Class from which they were converted is repaid in full, except in accordance with the last sentence of Section 5.1(a). No Lender shall have any obligation to agree to have any of its Term Loans of any Existing Term Loan Class converted into Extended Term Loans pursuant to any Extension Request. Any Extended Term Loans of any Extension Series shall constitute a separate Class of Term Loans from the Existing Term Loan Class from which they were converted. (ii) [Reserved]. (iii) Any Lender (an “Extending Lender”) wishing to have all or a portion of its Term Loans subject to such Extension Request converted into Extended Term Loans, shall notify the Administrative Agent (an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Term Loans subject to such Extension Request that it has elected to convert into Extended Term Loans. In the event that the aggregate amount of Term Loans subject to Extension Elections exceeds the amount of Extended Term Loans requested pursuant to the Extension Request, Term Loans subject to Extension Elections shall be converted to Extended Term Loans on a pro rata basis based on the amount of Term Loans included in each such Extension Election. (iv) Extended Term Loans shall be established pursuant to an amendment (an “Extension Amendment”) to this Agreement (which, except to the extent expressly contemplated by the penultimate sentence of this Section 2.14(g)(iv) and notwithstanding anything to the contrary set forth in Section 13.1, shall not require the consent of any Lender other than the Extending Lenders with respect to the Extended Term Loans established thereby) executed by the Credit Parties, the Administrative Agent and the Extending Lenders. No Extension Amendment shall provide for any tranche of Extended Term Loans in an aggregate principal amount that is less than $10,000,000. In addition to any terms and changes required or permitted by Section 2.14(g)(i), each Extension Amendment may, but shall not be required to, impose additional requirements (not inconsistent with the provisions of this Agreement in effect at such time) with respect to the final maturity and weighted average life to maturity of New Term Loans incurred following the date of such Extension Amendment. Notwithstanding anything to the contrary in this Section 2.14(g) and without limiting the generality or applicability of Section 13.1 to any Section 2.14 Additional Amendments, any Extension Amendment may provide for additional terms and/or additional amendments other than those referred to or contemplated above (any such additional amendment, a “

Incremental Facilities. (a) The Borrower may by written notice to Administrative Agent elect to request the establishment of one or more (x) additional tranches of term loans (the commitments thereto, the “New Term Loan Commitments”) and/or (y) increases in Revolving Credit Commitments (the “New Revolving Credit Commitments” and, together with the New Term Loan Commitments, the “New Loan Commitments”), by an aggregate amount not in excess of the Maximum Incremental Facilities Amount in the aggregate and not less than $100,000,000 individually (or such lesser amount as (x) may be approved by the Administrative Agent or (y) shall constitute the difference between the Maximum Incremental Facilities Amount and all such New Loan Commitments obtained on or prior to such date). Each such notice shall specify the date (each, an “Increased Amount Date”) on which the Borrower proposes that the New Loan Commitments shall be effective, which shall be a date not less than ten Business Days after the date on which such notice is delivered to the Administrative Agent. The Borrower may approach any Lender or any Person (other than a natural person) to provide all or a portion of the New Loan Commitments; provided that any Lender offered or approached to provide all or a portion of the New Loan Commitments may elect or decline, in its sole discretion, to provide a New Loan Commitment. In each case, such New Loan Commitments shall become effective as of the applicable Increased Amount Date; provided that (i) no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such New Loan Commitments, as applicable; (ii) both before and after giving effect to the making of any Series of New Term Loans or New Revolving Loans, each of the conditions set forth in Section 7 shall be satisfied; (iii) the New Loan Commitments shall be effected pursuant to one or more Joinder Agreements executed and delivered by the Borrower and Administrative Agent, and each of which shall be recorded in the Register and shall be subject to the requirements set forth in Section 5.4(d); (iv) the Borrower shall make any payments required pursuant to Section 2.11 in connection with the New Loan Commitments, as applicable; and (v) the Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by Administrative Agent in connection with any such transaction. Any New Term Loans made on an Increased Amount Date shall be designated, a separate series (a “Series”) of New Term Loans for all purposes of this Agreement; provided that (A) if the use of proceeds of such New Loan Commitments is an acquisition or investment permitted under this Agreement, if agreed among the Borrower and the New Revolving Loan Lenders and/or New Term Loan Lenders, as applicable, customary “SunGard” limited conditionality shall apply to the effectiveness of such new Loan Commitments in lieu of the conditions set forth in clauses (i), (ii) and if applicable, (v), above and (B) if such New Loan Commitments are being used to replace or refinance Term Loans or Revolving Credit Commitments pursuant to clause (iii) of the definition of Maximum Incremental Facilities Amount (“Refinancing Commitments”), the conditions set forth in clauses (i) and (ii) above shall not apply. (b) On any Increased Amount Date on which New Revolving Credit Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (a) each of the Lenders with Revolving Credit Commitments shall assign to each Lender with a New Revolving Credit Commitment (each, a “New Revolving Loan Lender”) and each of the New Revolving Loan Lenders shall purchase from each of the Lenders with Revolving Credit Commitments, at the principal amount thereof and in the applicable currency(ies), such interests in the Revolving Credit Loans outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, the Revolving Credit Loans will be held by existing Revolving Credit Lenders and New Revolving Loan Lenders ratably in accordance with their Revolving Credit Commitments after giving effect to the addition of such New Revolving Credit Commitments to the Revolving Credit Commitments, (b) each New Revolving Credit Commitment shall be deemed for all purposes a Revolving Credit Commitment and each Loan made thereunder (a “New Revolving Loan”) shall be deemed, for all purposes, a Revolving Credit Loan and (c) each New Revolving Loan Lender shall become a Lender with respect to the New Revolving Credit Commitment and all matters relating thereto. (c) On any Increased Amount Date on which any New Term Loan Commitments of any Series are effective, subject to the satisfaction of the foregoing terms and conditions, (i) each Lender with a New Term Loan Commitment (each, a “New Term Loan Lender”) of any Series shall make a Loan to the Borrower (a “New Term Loan”) in an amount equal to its New Term Loan Commitment of such Series, and (ii) each New Term Loan Lender of any Series shall become a Lender hereunder with respect to the New Term Loan Commitment of such Series and the New Term Loans of such Series made pursuant thereto. (d) The terms and provisions of the New Term Loans and New Term Loan Commitments of any Series shall be, except as otherwise set forth herein or in the applicable Joinder Agreement, identical to one or more Classes of the existing Initial Term Loans; provided that (i) the applicable New Term Loan Maturity Date of each Series shall be no earlier than the Initial 2018B Second New Term Loan Maturity Date (or in the case of New Term Loans that are Refinancing Commitments, no earlier than that of the Term Loans being refinanced) and mandatory prepayment and other payment rights (other than scheduled amortization) of the New Term Loans and the existing Initial Term Loans shall be identical, (ii) the rate of interest fees, pricing and the amortization schedule applicable to the New Term Loans of each Series shall be determined by the Borrower and the applicable new Lenders and shall be set forth in each applicable Joinder Agreement; provided that the weighted average life to maturity of all New Term Loans shall be no shorter than the weighted average life to maturity of the Initial 2018B Second New Term Loans (or in the case of New Term Loans that are Refinancing Commitments, no shorter than that of the Term Loans being refinanced) and (iii) all other terms applicable to the New Term Loans of each Series that differ from the existing Initial Term Loans shall be reasonably acceptable to the Administrative Agent (as evidenced by its execution of the applicable Joinder Agreement). The terms and provisions of the New Revolving Loans and New Revolving Credit Commitments shall be identical to the 2020 Revolving Credit Loans and the 2020 Revolving Credit Commitments; provided that New Revolving Credit Commitments may provide for (a) a commitment termination date that is later than the commitment termination date of the 2020 Revolving Credit Commitments (or in the case of New Revolving Credit Commitments that are Refinancing Commitments, later than the commitment termination date of the Revolving Credit Commitments being refinanced) and (b) fees and pricing as agreed between the Borrower and the Lenders providing such New Revolving Credit Commitments. (e) Each Joinder Agreement may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Credit Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provision of this Section 2.14. (i) The Borrower may at any time and from time to time request that all or a portion of the Term Loans of any Class (an “Existing Term Loan Class”) be converted to extend the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of such Term Loans (any such Term Loans which have been so converted, “Extended Term Loans”) and to provide for other terms consistent with this Section 2.14(f). In order to establish any Extended Term Loans, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Term Loan Class) (a “Term Loan Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established, which shall be identical to the Term Loans of the Existing Term Loan Class from which they are to be converted except (x) the scheduled final maturity date shall be extended and all or any of the scheduled amortization payments of principal of the Extended Term Loans may be delayed to later dates than the scheduled amortization of principal of the Term Loans of such Existing Term Loan Class (with any such delay resulting in a corresponding adjustment to the scheduled amortization payments reflected in Section 2.5 or in the Joinder Agreement, as the case may be, with respect to the Existing Term Loan Class from which such Extended Term Loans were converted, in each case as more particularly set forth in paragraph (iv) of this Section 2.14(f) below) and (y) (A) the interest margins with respect to the Extended Term Loans may be higher or lower than the interest margins for the Term Loans of such Existing Term Loan Class and/or (B) additional fees may be payable to the Lenders providing such Extended Term Loans in addition to or in lieu of any increased margins contemplated by the preceding clause (A), in each case, to the extent provided in the applicable Extension Amendment. No Lender shall have any obligation to agree to have any of its Term Loans of any Existing Term Loan Class converted into Extended Term Loans pursuant to any Extension Request. Any Extended Term Loans of any Extension Series shall constitute a separate Class of Term Loans from the Existing Term Loan Class from which they were converted. (ii) The Borrower may at any time and from time to time request that all or a portion of the Revolving Credit Commitments, any Extended Revolving Credit Commitments and/or any New Revolving Credit Commitments, each existing at the time of such request (each, an “Existing Revolving Credit Commitment” and any related revolving credit loans thereunder, “Existing Revolving Credit Loans”; each Existing Revolving Credit Commitment and related Existing Revolving Credit Loans together being referred to as an “Existing Revolving Credit Class”) be converted to extend the termination date thereof and the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of Loans related to such Existing Revolving Credit Commitments (any such Existing Revolving Credit Commitments which have been so extended, “Extended Revolving Credit Commitments” and any related Loans, “Extended Revolving Credit Loans”) and to provide for other terms consistent with this Section 2.14(f). In order to establish any Extended Revolving Credit Commitments, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Class of Existing Revolving Credit Commitments) (a

Incremental Facilities. (a) The Borrower may may, prior to the Term Loan Maturity Date, by written notice to the Administrative Agent elect to Agent, request the establishment of one or more (x) additional tranches of term loans Incremental Term Loan Commitments (the commitments thereto, the “New Incremental Term Loan Commitments”) and/or (y) increases in Revolving Credit Commitments (the “New Revolving Credit Commitments” and, together with the New Term Loan Commitments, the “New Loan Commitments”), by an aggregate amount for all such increased or newly established commitments not in excess of the Maximum Incremental Facilities Amount in the aggregate and not less than $100,000,000 individually (or such lesser amount as (x) may be approved by the Administrative Agent or (y) shall constitute the difference between the Maximum Incremental Facilities Amount and all such New Loan Commitments obtained on or prior to such date)50,000,000. Each such notice shall specify (i) the date (each, an “Increased Amount Date”) on which the Borrower proposes that the New Incremental Term Loan Commitments shall be effective, which shall be a date not less than ten 10 Business Days after the date on which such notice is delivered to the Administrative Agent. The Borrower may approach any , (ii) the amount of the Incremental Term Loan Commitments being requested and (iii) the identity of each Lender or any other Person (each, an “Incremental Term Loan Lender”) to whom the Borrower proposes any portion of such Incremental Term Loan Commitments be allocated and the amounts of such allocations (it being agreed that any such Person other than a natural person) Lender must be an Eligible Assignee that is reasonably acceptable to provide all or a portion of the New Loan CommitmentsAdministrative Agent); provided that (A) GSLP or its respective Affiliates may elect (or decline) to arrange such Incremental Term Loan Commitments in their sole discretion (in which case the Borrower shall enter into a customary engagement letter on terms reasonably satisfactory to GSLP, taking into account market practices and conditions at the time), and (B) any Lender offered or approached to provide all or a portion of the New Incremental Term Loan Commitments may elect or decline, in its sole discretion, to provide a New Incremental Term Loan Commitment. In each case, such New . (b) Such Incremental Term Loan Commitments shall become effective as of the applicable such Increased Amount Date; provided that (i1) no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such New Incremental Term Loan Commitments, as applicable; (ii2) both before and after giving effect to the making of any Series of New Incremental Term Loans or New Revolving Loans, each of the conditions set forth in Section 7 3.2 shall be satisfied; (iii3) the New Borrower and its Subsidiaries shall be in pro forma compliance with each of the covenants set forth in Section 6.7 as of the last day of the most recently ended Fiscal Quarter for which financial statements have been delivered pursuant to Section 5.1 (or, prior to the delivery of any such financial statements, the Fiscal Quarter ended March 31, 2010) after giving effect to such Incremental Term Loan Commitments and to the Incremental Term Loans to be borrowed thereunder as if they had been made on the first day of each relevant period; (4) the Senior Secured Leverage Ratio shall not be greater than 4.00 to 1.00, as of the last day of the most recently ended Fiscal Quarter for which financial statements have been delivered pursuant to Section 5.1 (or, prior to the delivery of any such financial statements, the Fiscal Quarter ended March 31, 2010), in each case after giving effect to such Incremental Term Loan Commitments and to the Incremental Term Loans to be borrowed thereunder as if they had been made on the first day of each relevant period; (5) the Incremental Term Loan Commitments, as applicable, shall be effected pursuant to one or more Joinder Incremental Term Loan Agreements executed and delivered by the Borrower Borrower, the Incremental Term Loan Lenders, as applicable, and the Administrative Agent, and each of which shall be recorded in the Register and each Incremental Term Loan Lender shall be subject to the requirements set forth in of Section 5.4(d2.20(d); (iv6) the Borrower shall make any payments required pursuant to Section 2.11 2.18(c) in connection with the New Incremental Term Loan Commitments, as applicable; and (v7) the Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transaction. Any New Incremental Term Loans made on an Increased Amount Date shall be designated, designated a separate series (a “Series”) of New Incremental Term Loans for all purposes of this Agreement. (b) On any Increased Amount Date on which New Revolving Credit Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (a) each of the Lenders with Revolving Credit Commitments shall assign to each Lender with a New Revolving Credit Commitment (each, a “New Revolving Loan Lender”) and each of the New Revolving Loan Lenders shall purchase from each of the Lenders with Revolving Credit Commitments, at the principal amount thereof and in the applicable currency(ies), such interests in the Revolving Credit Loans outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, the Revolving Credit Loans will be held by existing Revolving Credit Lenders and New Revolving Loan Lenders ratably in accordance with their Revolving Credit Commitments after giving effect to the addition of such New Revolving Credit Commitments to the Revolving Credit Commitments, (b) each New Revolving Credit Commitment shall be deemed for all purposes a Revolving Credit Commitment and each Loan made thereunder (a “New Revolving Loan”) shall be deemed, for all purposes, a Revolving Credit Loan and (c) each New Revolving Loan Lender shall become a Lender with respect to the New Revolving Credit Commitment and all matters relating thereto. (c) On any Increased Amount Date on which any New Incremental Term Loan Commitments of any Series are effective, subject to the satisfaction of the foregoing terms and conditions, (i) each Lender with a New Incremental Term Loan Commitment (each, a “New Term Loan Lender”) Lender of any Series shall make a Loan to the Borrower (a an “New Incremental Term Loan”) in an amount equal to its New Incremental Term Loan Commitment of such Series, and (ii) each New Incremental Term Loan Lender of any Series shall become a Lender hereunder with respect to the New Incremental Term Loan Commitment of such Series and the New Incremental Term Loans of such Series made pursuant thereto. The Administrative Agent shall notify Lenders promptly upon receipt of the Borrower’s notice of each Increased Amount Date and in respect thereof the Series of Incremental Term Loan Commitments and the Incremental Term Loan Lenders of such Series. (d) The terms and provisions of the New Incremental Term Loans and New Incremental Term Loan Commitments of any Series shall be, except as otherwise set forth herein or in the applicable Joinder Incremental Term Loan Agreement, identical to one or more Classes of the existing Initial Term Loans; provided that . In any event (i) the weighted average life to maturity of all Incremental Term Loans of any Series shall be no shorter than the weighted average life to maturity of the Terms Loans, (ii) the applicable New Incremental Term Loan Maturity Date of each Series shall be no earlier than the Initial Term Loan Maturity Date Date, and mandatory prepayment and other payment rights (other than scheduled amortization) of the New Term Loans and the existing Initial Term Loans shall be identical, (iiiii) the rate of interest and the amortization schedule Weighted Average Yield applicable to the New Incremental Term Loans of each Series shall not be determined by the Borrower and greater than the applicable new Lenders and shall be set forth in each applicable Joinder Agreement; provided that Weighted Average Yield payable pursuant to the weighted average life terms of this Agreement as amended through the date of such calculation with respect to maturity of all New Term Loans shall be no shorter than unless the weighted average life interest rate with respect to maturity of the Initial Term Loans and (iii) all other terms is increased so as to cause the then applicable Weighted Average Yield under this Agreement on the Term Loans to equal the Weighted Average Yield then applicable to the New Incremental Term Loans of each Series that differ from the existing Initial Loans. Each Incremental Term Loans shall be reasonably acceptable to the Administrative Agent (as evidenced by its execution of the applicable Joinder Agreement). The terms and provisions of the New Revolving Loans and New Revolving Credit Commitments shall be identical to the Revolving Credit Loans and the Revolving Credit Commitments. (e) Each Joinder Loan Agreement may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Credit Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provision provisions of this Section 2.142.24.

Incremental Facilities. (a) The On or before the sixth anniversary of the Closing Date, the Borrower may may, by written notice to the Administrative Agent Agent, elect to request the establishment of one or more (x) additional tranches of term loans (the commitments thereto, the “New Term Loan Commitments”) and/or (y) increases in Revolving Credit Construction Commitments (the “New Revolving Credit Commitments” and, together with the New Term Loan Commitments, the “New Loan Construction Commitments”), by in an aggregate amount not in excess of the Maximum Incremental Facilities Amount $150,000,000 in the aggregate and not less than $100,000,000 individually (or such lesser amount as (x) may be approved by the Administrative Agent or (y) shall constitute the difference between the Maximum Incremental Facilities Amount and all such New Loan Commitments obtained on or prior to such date)aggregate. Each such notice shall specify (i) the date (each, an “Increased Amount Date”) on which the Borrower proposes that the New Loan Construction Commitments shall be effective, which shall be a date not less than ten 10 Business Days after the date on which such notice is delivered to the Administrative Agent. The Borrower may approach any Agent and (ii) the identity of each Lender or any other Person that is an Eligible Assignee (other than each, a natural person“New Construction Lender”) to provide all or a which the Borrower proposes to allocate any portion of such New Construction Commitments and the New Loan Commitments; provided that any amounts of such allocations. Any Lender offered or approached to provide all or a portion of the New Loan Construction Commitments may elect or decline, in its sole discretion, to provide a New Loan Construction Commitment. In each case, such . (b) Each New Loan Commitments Construction Commitment shall become effective as of the applicable Increased Amount Date; provided that Date applicable to it so long as each of the following conditions are satisfied: (i) no Default or Event of Default shall exist on such Increased Amount Date Both before or and immediately after giving effect to such New Loan Commitments, as applicable; (ii) both before and after giving effect to the making of any Series of New Term Loans or New Revolving LoansConstruction Commitment, each of the conditions set forth in Section 7 Sections 4.02(b), 4.02(c), 4.02(d), 4.02(e) and 4.02(f) shall be satisfied; satisfied (except that the condition set forth in clause (i) of Section 4.02(f) does not need to be satisfied so long as such condition is satisfied after giving such effect). (ii) Such New Construction Commitment shall be established in an amount not less than $50,000,000 and the New Construction Commitments, in total, including such New Construction Commitment, will not be established more than three times. (iii) the Concurrently with such New Loan Commitments shall be effected pursuant to one or more Joinder Agreements executed and delivered by the Borrower and Administrative AgentConstruction Commitment becoming effective, and each of which shall be recorded in the Register and shall be subject to the requirements set forth in Section 5.4(d); (iv) the Borrower shall make any payments required pursuant to procure an Equity Contribution from the Sponsor that satisfies the requirements of Section 2.11 in connection with 2.04 of the New Loan Commitments, as applicable; and (v) the Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by Administrative Agent in connection with any such transaction. Any New Term Loans made on an Increased Amount Date shall be designated, a separate series (a “Series”) of New Term Loans for all purposes of this Equity Commitment Agreement. (biv) On any The Borrower shall provide to the Administrative Agent an updated Project Budget and, if requested by the Administrative Agent, an updated Project Schedule, in each case reasonably satisfactory to the Administrative Agent in consultation with the Independent Engineer, reflecting the use of proceeds of New Construction Loans, either prior to or within 30 days (or such longer period as the Administrative Agent may consent to) following the Increased Amount Date on which for such New Revolving Credit Commitments are effected, subject Construction Commitment. (v) The interest rate margins applicable to the satisfaction of New Construction Loans made under such New Construction Commitment will not be more than 0.25% higher than the foregoing corresponding interest rate margins for the existing Construction Loans. All other terms and conditions, (a) each of the Lenders with Revolving Credit Commitments shall assign to each Lender with a New Revolving Credit Commitment (each, a “New Revolving Loan Lender”) and each of the New Revolving Loan Lenders Construction Loans made under such New Construction Commitment shall purchase from each be identical to the terms of the Lenders with Revolving Credit Commitmentsexisting Construction Loans, at except for any different terms as the principal amount thereof Administrative Agent and the Borrower may agree to, which terms will be set forth in the applicable currency(ies), such interests in the Revolving Credit Loans outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect supplement to all such assignments and purchases, the Revolving Credit Loans will be held by existing Revolving Credit Lenders and New Revolving Loan Lenders ratably in accordance with their Revolving Credit Commitments after giving effect this Agreement entered into pursuant to the addition of such New Revolving Credit Commitments to the Revolving Credit Commitments, (b) each New Revolving Credit Commitment shall be deemed for all purposes a Revolving Credit Commitment and each Loan made thereunder (a “New Revolving Loan”) shall be deemed, for all purposes, a Revolving Credit Loan and (c) each New Revolving Loan Lender shall become a Lender with respect to the New Revolving Credit Commitment and all matters relating theretothis Section 2.19. (c) On any Increased Amount Date on which any New Term Loan Construction Commitments of any Series are effective, subject to the satisfaction of the foregoing terms and conditionsconditions set forth in Section 2.19(b), (i) each New Construction Lender with a New Term Loan Commitment (each, a “New Term Loan Lender”) of any Series shall make a Loan to the Borrower (a “New Term Construction Loan”) in an amount equal to its New Term Loan Commitment Construction Commitment. The New Construction Loans made by the New Construction Lenders on such Increased Amount Date shall be designated as a series (a “Series”) of such Series, and (ii) each New Term Loan Construction Loans for all purposes of this Agreement. Each New Construction Lender of any a Series shall become a Lender hereunder with respect to the New Term Loan Construction Commitment of such Series and the New Term Construction Loans of such Series made pursuant thereto. (d) The terms and provisions of the New Term Loans and New Term Loan Construction Commitments of any Series shall be, except as otherwise set forth herein or in the applicable Joinder Agreement, identical be effected pursuant to one or more Classes supplements to this Agreement executed and delivered by the New Construction Lenders and the Administrative Agent, each of the existing Initial Term Loans; provided that (i) the applicable New Term Loan Maturity Date of each Series which shall be no earlier than recorded in the Initial Term Loan Maturity Date Register and mandatory prepayment and other payment rights (other than scheduled amortization) of the each New Term Loans and the existing Initial Term Loans Construction Lender shall be identical, (ii) the rate of interest and the amortization schedule applicable subject to the New Term Loans of each Series shall be determined by the Borrower and the applicable new Lenders and shall be requirements set forth in each applicable Joinder Agreement; provided that the weighted average life to maturity of all New Term Loans shall be no shorter than the weighted average life to maturity of the Initial Term Loans and (iii) all other terms applicable to the New Term Loans of each Series that differ from the existing Initial Term Loans shall be reasonably acceptable to the Administrative Agent (as evidenced by its execution of the applicable Joinder AgreementSection 2.16(e). The terms and provisions of the New Revolving Loans and New Revolving Credit Commitments shall be identical to the Revolving Credit Loans and the Revolving Credit Commitments. (e) In addition to the requirements set forth in Section 5.10, the Borrower may only apply the proceeds of the New Construction Loans to pay Project Costs relating to portions of the Project (other than any Excluded Portion) in respect of which the Borrower will earn a return under its FERC-approved tariff. The Borrower may not apply proceeds of the New Construction Loans to the Jointly Owned Segment unless the conditions set forth in Section 4.02(g) are satisfied. (f) Each Joinder Agreement supplement entered into pursuant to this Section 2.19 may, without the consent of any Lenders (other Lendersthan the New Construction Lender under such supplement), effect such amendments to this Agreement and the other Credit Financing Documents as may be necessary or appropriate, in the opinion of as determined by the Administrative Agent, to effect implement the provision provisions of this Section 2.142.19.

Incremental Facilities. (a) The Borrower may by written notice to Administrative Agent elect to request request, prior to the establishment of one or more Revolving Commitment Termination Date, an increase to the existing Revolving Commitments (x) additional tranches of term loans (the commitments theretoany such increase, the “New Term Revolving Loan Commitments”) and/or (y) increases in Revolving Credit Commitments (the “New Revolving Credit Commitments” and, together with the New Term Loan Commitments, the “New Loan Commitments”), by an aggregate amount not in excess of the Maximum Incremental Facilities Amount $175,000,000 in the aggregate and aggregate. Such New Revolving Loan Commitments shall not be less than $100,000,000 2,000,000 individually (or such lesser amount as (x) may which shall be approved by the Administrative Agent or (y) Agent), and shall constitute the difference between the Maximum Incremental Facilities Amount and all such New Loan Commitments obtained on or prior to such date)be in integral multiples of $100,000 in excess of that amount. Each such notice shall specify (A) the date (each, an “Increased Amount Date”) on which the Borrower proposes that the New Revolving Loan Commitments shall be effective, which shall be a date not less than ten 10 Business Days after the date on which such notice is delivered to Administrative Agent and (B) the Administrative Agent. The Borrower may approach any identity of each Lender or any other Person that is an Eligible Assignee (other than each, a natural person“New Revolving Loan Lender”) to provide all or a whom Borrower proposes any portion of such New Revolving Loan Commitments be allocated and the New Loan Commitmentsamounts of such allocations; provided that Administrative Agent may elect or decline to arrange such New Revolving Loan Commitments in its sole discretion and any Lender offered or approached to provide all or a portion of the New Revolving Loan Commitments may elect or decline, in its sole discretion, to provide a New Revolving Loan Commitment; and provided further that any New Revolving Loan Lender must be reasonably satisfactory to the Swing Line Lender and the Issuing Banks. In each case, such Such New Revolving Loan Commitments shall become effective effective, as of the applicable such Increased Amount Date; provided that (i1) no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such New Revolving Loan Commitments, as applicable; (ii2) both before and after giving effect to the making of any Series of New Term Loans or such New Revolving Loans, Loan Commitments each of the conditions set forth in Section 7 3.2 shall be satisfiedsatisfied (provided that with respect to any New Revolving Loans that shall be used in whole or in part to finance a Permitted M&A Transaction, the conditions precedent to the extension of credit thereunder regarding the accuracy of representations and warranties (other than “Specified Representations” and specified acquisition agreement representations of a type similar to the “Specified Acquisition Agreement Representations”) and the requirement of the absence of a Default or Event of Default may be waived by the New Revolving Loan Lenders or limited as mutually agreed upon by Borrower and the New Revolving Loan Lenders (other than an Event of Default arising under Section 8.1(a), (f) or (g)); (iii3) Borrower shall be in pro forma compliance with the covenants set forth in Section 6.7(a) and Section 6.7(b) as of the last day of the most recently ended Fiscal Quarter after giving effect to such New Revolving Loan Commitments; (4) the New Revolving Loan Commitments shall be effected pursuant to one or more Joinder Agreements executed and delivered by Borrower, the Borrower New Revolving Loan Lender, and Administrative Agent, and each of which shall be recorded in the Register and each New Revolving Loan Lender shall be subject to the requirements set forth in Section 5.4(d2.20(c); (iv5) the Borrower shall make any payments required pursuant to Section 2.11 2.18(c) in connection with the New Revolving Loan Commitments, as applicable; Commitments and (v6) the Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by Administrative Agent in connection with any such transaction. Any New Term Loans made on an Increased Amount Date shall be designated, a separate series (a “Series”) of New Term Loans for all purposes of this Agreement. (b) On any Increased Amount Date on which New Revolving Credit Loan Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (a) each of the Revolving Lenders with Revolving Credit Commitments shall assign to each Lender with a New Revolving Credit Commitment (each, a “of the New Revolving Loan Lender”) Lenders, and each of the New Revolving Loan Lenders shall purchase from each of the Lenders with Revolving Credit CommitmentsLenders, at the principal amount thereof and in the applicable currency(ies(together with accrued interest), such interests in the Revolving Credit Loans outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, the such Revolving Credit Loans will be held by existing Revolving Credit Lenders and New Revolving Loan Lenders ratably in accordance with their Revolving Credit Commitments after giving effect to the addition of such New Revolving Credit Loan Commitments to the Revolving Credit Commitments, (b) each New Revolving Credit Loan Commitment shall be deemed for all purposes a Revolving Credit Commitment and each Loan made thereunder (a “New Revolving Loan”) shall be deemed, for all purposes, a Revolving Credit Loan and (c) each New Revolving Loan Lender shall become a Lender with respect to the New Revolving Credit Loan Commitment and all matters relating thereto. (c) On any . Administrative Agent shall notify Lenders promptly upon receipt of Borrower’s notice of each Increased Amount Date on which any and in respect thereof (y) the New Term Revolving Loan Commitments of any Series are effectiveand the New Revolving Loan Lenders, and (z) the respective interests in such Revolving Lender’s Revolving Loans, in each case subject to the satisfaction of the foregoing terms and conditions, (i) each Lender with a New Term Loan Commitment (each, a “New Term Loan Lender”) of any Series shall make a Loan to the Borrower (a “New Term Loan”) in an amount equal to its New Term Loan Commitment of such Series, and (ii) each New Term Loan Lender of any Series shall become a Lender hereunder with respect to the New Term Loan Commitment of such Series and the New Term Loans of such Series made pursuant thereto. (d) The terms and provisions of the New Term Loans and New Term Loan Commitments of any Series shall be, except as otherwise set forth herein or in the applicable Joinder Agreement, identical to one or more Classes of the existing Initial Term Loans; provided that (i) the applicable New Term Loan Maturity Date of each Series shall be no earlier than the Initial Term Loan Maturity Date and mandatory prepayment and other payment rights (other than scheduled amortization) of the New Term Loans and the existing Initial Term Loans shall be identical, (ii) the rate of interest and the amortization schedule applicable to the New Term Loans of each Series shall be determined assignments contemplated by the Borrower and the applicable new Lenders and shall be set forth in each applicable Joinder Agreement; provided that the weighted average life to maturity of all New Term Loans shall be no shorter than the weighted average life to maturity of the Initial Term Loans and (iii) all other terms applicable to the New Term Loans of each Series that differ from the existing Initial Term Loans shall be reasonably acceptable to the Administrative Agent (as evidenced by its execution of the applicable Joinder Agreement)this Section 2.24. The terms and provisions of the New Revolving Loans and New Revolving Credit Commitments shall be identical to the Revolving Credit Loans and the Revolving Credit Commitments. (e) Loans. Each Joinder Agreement may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Credit Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provision of this Section 2.142.24.