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 or increases in Term Loans of any Class (the commitments thereto, the “New Term Loan Commitments”), (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 $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. In connection with the incurrence of any Indebtedness under this Section 2.14, at the request of the Administrative Agent, the Borrower 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 in reasonable detail and shall provide the calculations and basis therefor and, subject to reclassification as set forth in Section 10.1, classify such Indebtedness as being incurred under clause (i) or clause (ii) of the definition of Maximum Incremental Facilities Amount. 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, subject, if applicable, to the proviso to Section 2.14(b); 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, on each applicable Increased Amount Date (subject to Section 1.12), such New Loan Commitments shall be subject to (i) no 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 Loan Commitments, as applicable, and subject to Section 1.12, (ii) 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(e), and (iii) the Borrower shall make any payments required pursuant to Section 2.11 in connection with the New Loan Commitments, as applicable. No Lender shall have any obligation to provide any Commitments pursuant to this Section 2.14(a). Any New Term Loans shall, at the election of the Borrower and agreed to by Lenders providing such New Loan Commitments, be 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. On and after the Increased Amount Date, Additional Revolving Credit Loans shall be designated a separate Series of Additional Revolving Credit Loans for all purposes of this Agreement.

Incremental Facilities. (a) The So long as no Event of Default under Subsection 9.1 (a) or (f) exists or would arise therefrom, the Borrower mayRepresentative shall have the right, by written notice at any time and from time to Administrative Agenttime after the Closing Date, elect (i) to request the establishment of new term loan commitments under one or more (x) additional tranches of new term loans or increases loan credit facilities to be included in Term Loans of any Class this Agreement (the commitments thereto, the “New Incremental Term Loan Commitments”), (yii) increases in Revolving Credit Commitments to increase the Existing Term Loans by requesting new term loan commitments to be added to a Tranche of any Class Term Loans (the “New Revolving Credit Supplemental Term Loan Commitments”), and/or (ziii) additional tranches of Revolving Credit Commitments to request new commitments under one or more new revolving facilities to be included in this Agreement (the “Additional Incremental Revolving Commitments”), and (iv) to request new letter of credit facility commitments under one or more new letter of credit facilities to be included in this Agreement (the “Incremental Letter of Credit Commitments” and, together with the New Incremental Term Loan Commitments, Supplemental Term Loan Commitments and the Incremental Revolving Credit Commitments, the “Incremental Revolving Credit Commitments”); together with provided that, (i) the New Term Loan aggregate amount of Incremental Commitments permitted pursuant to this Subsection 2.8 shall not exceed, at the time the respective Incremental Commitment becomes effective (and after giving effect to the Incurrence of Indebtedness in connection therewith and the New Revolving Credit Commitments, the “New Loan Commitments”) by an aggregate amount not in excess application of the Maximum Incremental Facilities Amount in the aggregate and not less than $10,000,000 individually (or proceeds of any 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 Indebtedness to such daterefinance other Indebtedness), which may an amount that could then be Incurred in compliance with Subsection 8.1(b)(i), (ii) if any portion of an Incremental Commitment is to be incurred in Dollars, Euros or Pounds Sterling. In connection with the incurrence of any Indebtedness under this Section 2.14, at the request of the Administrative Agent, the Borrower 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 in reasonable detail and shall provide the calculations and basis therefor and, subject to reclassification as set forth in Section 10.1, classify such Indebtedness as being incurred under clause (i) or reliance on clause (ii) of the definition of “Maximum Incremental Facilities Amount. The ”, the Borrower may approach any Lender or any Person (other than Representative shall have delivered a natural Person) to provide all or a portion of the New Loan Commitments, subject, if applicable, certificate to the proviso to Section 2.14(b); 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, on each applicable Increased Amount Date (subject to Section 1.12), such New Loan Commitments shall be subject to (i) no 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 Loan Commitments, as applicable, and subject to Section 1.12, (ii) 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 certifying compliance with the Register and shall be subject to the requirements financial test set forth in Section 5.4(e), such clause (together with calculations demonstrating compliance with such test) and (iii) if any portion of an Incremental Commitment is to be incurred in reliance on clause (i) of the definition of “Maximum Incremental Facilities Amount”, the Borrower Representative shall make have delivered a certificate to the Administrative Agent, certifying the amount of the available basket in such clause to be used for the incurrence of such Incremental Commitment. Any loans made in respect of any payments required pursuant to Section 2.11 in connection with the New such Incremental Commitment (other than Supplemental Term Loan Commitments, as applicable) shall be made by creating a new Tranche. No Lender shall have any obligation to provide any Commitments Each Incremental Commitment made available pursuant to this Section 2.14(a). Any New Term Loans shall, Subsection 2.8 shall be in a minimum aggregate amount of at the election least $5,000,000 and in integral multiples of the Borrower and $5,000,000 in excess thereof (or in such lower minimum amounts or multiples as agreed to by Lenders providing such New Loan Commitments, be 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. On and after the Increased Amount Date, Additional Revolving Credit Loans shall be designated a separate Series of Additional Revolving Credit Loans for all purposes of this AgreementAdministrative Agent in its reasonable discretion).

Incremental Facilities. (a) The So long as no Event of Default under Subsection 9.1(a) or (f) exists or would arise therefrom, the Borrower mayshall have the right (on behalf of itself, by written notice or in the case of Incremental Loans the proceeds of which will be subject to Administrative Agentan escrow or other similar arrangement, elect an Escrow Subsidiary (any such Escrow Subsidiary, an “Escrow Borrower”)), at any time and from time to time after the Closing Date, (i) to request the establishment of new term loan commitments under one or more (x) additional tranches of new term loans or increases loan credit facilities to be included in Term Loans of any Class this Agreement (the commitments thereto, the “New Incremental Term Loan Commitments”), (yii) increases in Revolving Credit Commitments to increase the Existing Term Loans by requesting new term loan commitments to be added to an Existing Tranche of any Class Term Loans (the “New Revolving Credit Supplemental Term Loan Commitments”), and/or (ziii) additional tranches of Revolving Credit Commitments to request new commitments under one or more new revolving facilities to be included in this Agreement (the “Additional Incremental Revolving Commitments”), and (iv) to request new letter of credit facility commitments under one or more new letter of credit facilities to be included in this Agreement (the “Incremental Letter of Credit Commitments” and, together with the New Incremental Term Loan Commitments, Supplemental Term Loan Commitments and the Incremental Revolving Credit Commitments, the “Incremental Revolving Credit Commitments”; together with ), provided that, (i) the New Term Loan aggregate amount of Incremental Commitments permitted pursuant to this Subsection 2.8 shall not exceed, at the time the respective Incremental Commitment becomes effective (and after giving effect to the Incurrence of Indebtedness in connection therewith and the New Revolving Credit Commitmentsapplication of proceeds of any such Indebtedness, the “New Loan Commitments”) by an aggregate amount not in excess of the Maximum Incremental Facilities Amount in the aggregate and not less than $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 including to such daterefinance other Indebtedness), which may an amount that could then be Incurred under this Agreement in compliance with Subsection 8.1(b)(i) and (ii) if any portion of an Incremental Commitment is to be incurred in Dollars, Euros or Pounds Sterling. In connection with the incurrence of any Indebtedness under this Section 2.14, at the request of the Administrative Agent, the Borrower 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 in reasonable detail and shall provide the calculations and basis therefor and, subject to reclassification as set forth in Section 10.1, classify such Indebtedness as being incurred under clause (i) or reliance on clause (ii) of the definition of “Maximum Incremental Facilities Amount”, the Chief Financial Officer or a Responsible Officer of the Borrower shall have delivered a certificate to the Administrative Agent, certifying compliance with the financial test set forth in such clause (together with calculations demonstrating compliance with such test). The Borrower may approach Any loans made in respect of any Lender or any Person such Incremental Commitment (other than a natural Person) to provide all or a portion of the New Supplemental Term Loan Commitments, subject, if applicable, ) shall be made by creating a new Tranche. Each Incremental Commitment made available pursuant to this Subsection 2.8 shall be in a minimum aggregate amount of at least $10,000,000 and in integral multiples of $5,000,000 in excess thereof (or such lower minimum amounts or multiples as agreed to by the proviso to Section 2.14(bAdministrative Agent in its reasonable discretion); provided that any Lender offered or approached such amount may be less than $10,000,000 if such amount represents the then remaining aggregate principal amount available to provide all or a portion of the New Loan Commitments may elect or decline, be Incurred in its sole discretion, to provide a New Loan Commitment. In each case, on each applicable Increased Amount Date (subject to Section 1.12compliance with Subsection 8.1(b)(i), such New Loan Commitments shall be subject to (i) no 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 Loan Commitments, as applicable, and subject to Section 1.12, (ii) 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(e), and (iii) the Borrower shall make any payments required pursuant to Section 2.11 in connection with the New Loan Commitments, as applicable. No Lender shall have any obligation to provide any Commitments pursuant to this Section 2.14(a). Any New Term Loans shall, at the election of the Borrower and agreed to by Lenders providing such New Loan Commitments, be 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. On and after the Increased Amount Date, Additional Revolving Credit Loans shall be designated a separate Series of Additional Revolving Credit Loans for all purposes of this Agreement.

Incremental Facilities. (a) The So long as no Event of Default under Subsection 9.1(a) or (f) exists or would arise therefrom, the Borrower mayshall have the right, by written notice at any time and from time to Administrative Agenttime after the Closing Date, elect (i) to request the establishment of new term loan commitments under one or more new term loan credit facilities to be included in this Agreement (xthe “Incremental Term Loan Commitments”) additional tranches of term loans or increases in and (ii) to increase the Term Loans of any Class (the Existing Term Tranche by requesting new term loan commitments thereto, the “New to be added to such Existing Term Loan Commitments”), (y) increases in Revolving Credit Commitments of any Class Tranche (the “New Revolving Credit Commitments”), and/or (z) additional tranches of Revolving Credit Commitments (the “Additional Revolving Credit Supplemental Term Loan Commitments” and, together with the New Revolving Credit Incremental Term Loan Commitments, the “Incremental Revolving Credit Commitments”; together with ), provided that, (i) the New Term Loan aggregate amount of Incremental Commitments established pursuant to this Subsection 2.8 shall not exceed, at the time the respective Incremental Commitment becomes effective (and after giving effect to the New Revolving Credit CommitmentsIncurrence of Indebtedness in connection therewith and, if applicable, the “New Loan Commitments”application of proceeds of any such Indebtedness to refinancing such other Indebtedness), an amount the Dollar Equivalent of which could then be Incurred under this Agreement in compliance with Subsection 8.1(b)(i), (ii) by if any portion of an aggregate amount not Incremental Commitment is to be incurred in excess reliance on clause (iii) of the definition of “Maximum Incremental Facilities Amount in Amount,” the aggregate and not less than $10,000,000 individually (or such lesser amount as (x) may be approved by the Administrative Agent or (y) Borrower shall constitute the difference between the Maximum Incremental Facilities Amount and all such New Loan Commitments obtained on or prior have delivered a certificate to such date), which may be incurred in Dollars, Euros or Pounds Sterling. In connection with the incurrence of any Indebtedness under this Section 2.14, at the request of the Administrative Agent, certifying compliance with the Borrower 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 in reasonable detail and shall provide the calculations and basis therefor and, subject to reclassification as financial test set forth in Section 10.1such clause (together with calculations demonstrating compliance with such test), classify such Indebtedness as being (iii) if any portion of an Incremental Commitment is to be incurred under in reliance on clause (i) or clause (ii) of the definition of “Maximum Incremental Facilities Amount. The ,” the Borrower shall have delivered a certificate to the Administrative Agent, certifying the amount of the available basket in such clause to be used for the incurrence of such Incremental Commitment and (iv) the Borrower may approach elect to use clause (iii) of the “Maximum Incremental Facilities Amount” prior to clause (i) and/or (ii) thereof, and if both clause (i) and/or clause (ii), on the one hand, and clause (iii) are available and the Borrower does not make an election, the Borrower will be deemed to have elected clause (iii). Any loans made in respect of any Lender or any Person such Incremental Commitment (other than a natural Person) to provide all or a portion of the New Supplemental Term Loan Commitments, subject, if applicable, to the proviso to Section 2.14(b); 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, on each applicable Increased Amount Date (subject to Section 1.12), such New Loan Commitments ) shall be subject to (i) no 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 Loan Commitments, as applicable, and subject to Section 1.12, (ii) the New Loan Commitments shall be effected pursuant to one or more Joinder Agreements executed and delivered made 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(e), and (iii) the Borrower shall make any payments required pursuant to Section 2.11 in connection with the New Loan Commitments, as applicablecreating a new Tranche. No Lender shall have any obligation to provide any Commitments Each Incremental Commitment made available pursuant to this Section 2.14(a). Any New Term Loans shall, Subsection 2.8 shall be in a minimum aggregate amount of at the election least $15,000,000 and in integral multiples of the Borrower and $5,000,000 in excess thereof (or in such lower minimum amounts or multiples as agreed to by Lenders providing such New Loan Commitments, be 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. On and after the Increased Amount Date, Additional Revolving Credit Loans shall be designated a separate Series of Additional Revolving Credit Loans for all purposes of this AgreementAdministrative Agent in its reasonable discretion).

Incremental Facilities. (a) The Borrower Borrowers or any Guarantor or, solely in the case of a New Term Loan Facility denominated in an Alternative Currency, any Restricted Subsidiary that is organized in a jurisdiction that is acceptable to the Administrative Agent (any such Guarantor or Restricted Subsidiary for so long as loans or commitments remain outstanding under the applicable Incremental Facility, an “Additional Borrower”) may, by written notice to the Administrative Agent, elect to request the establishment of one or more (x) additional new tranches of term loans facilities denominated in Dollars, an Alternative Currency or increases in Term Loans of any Class (other currency agreed to by the commitments theretoapplicable Borrower, the Administrative Agent and the Lenders providing such New Term Loan Facility (each, a “New Term Loan CommitmentsFacility”)) and/or increase the principal amount of the Term Loans, any Incremental Term Loans or any Extended Term Loans by requesting new term loan commitments to be added to such Loans (ytogether with any New Term Loan Facility, an “Incremental Term Facility” and, any Loans made pursuant to an Incremental Term Facility, “Incremental Term Loans”) increases in Revolving Credit Commitments and/or request the establishment of any Class (the “New Revolving Credit Commitments”), and/or (z) additional one or more new tranches of Revolving Credit Commitments (the each, a “Additional New Revolving Credit CommitmentsFacility”) and/or request an increase in any Tranche of Revolving Credit Commitments (together with any New Revolving Credit Facility, an “Incremental Revolving Credit Facility” and, together with the New Revolving Credit Commitmentsany Incremental Term Facility, “Incremental Facilities” and, the loans thereunder, “Incremental Revolving Credit Commitments”; Loans” and, together with any Incremental Term Loans, “Incremental Loans”); provided that no existing Lender will have an obligation to make any Incremental Facility, nor will the New Term Loan Commitments and the New Revolving Credit CommitmentsBorrower have any obligation to approach any existing Lenders to provide any Incremental Facility, the “New Loan Commitments”) by in an aggregate amount not in excess of the Maximum sum of (x) the greater of (i) $460,000,000 (or a principal amount equal to the Dollar Equivalent of $460,000,000) and (ii) 100% of Consolidated EBITDA as of the last day of the last Test Period for which financial statements have been delivered pursuant to Section 7.01 at any time outstanding, less any amount of Indebtedness incurred pursuant to clause (x)(i) of Section 8.02(p) and (y) an unlimited amount if, after giving effect to the incurrence of such amount, (i) in case of Incremental Facilities Amount that are secured on a pari passu basis with the Obligations, the First Lien Net Leverage Ratio is less than or equal to 3.50 to 1.00 on a Pro Forma Basis, (ii) in case of Incremental Facilities that are secured on a junior basis to the Obligations, the Senior Secured Net Leverage Ratio is less than or equal to 5.00 to 1.00 on a Pro Forma Basis and (iii) in case of Incremental Facilities that are unsecured, the Fixed Charge Coverage Ratio is greater than or equal to 2.00 to 1.00 on a Pro Forma Basis (in each case, assuming (A) the Indebtedness being incurred as of such date of determination would be included in the aggregate definition of Consolidated Indebtedness, whether or not such Indebtedness would otherwise be included and (B) any Incremental Revolving Credit Facilities are fully drawn) and, in each instance, for an amount not less than $10,000,000 5,000,000 (or a principal amount equal to the Dollar Equivalent of $5,000,000) individually (or such lesser amount as (x) may which shall be approved by the Administrative Agent or Agent); provided that Incremental Facilities (1) shall be incurred pursuant to clause (y) shall constitute the difference between the Maximum Incremental Facilities Amount and all such New Loan Commitments obtained on or above prior to such date)utilization of any capacity pursuant to clause (x) above, which (2) amounts incurred in reliance on clause (x) above concurrently with amounts incurred in reliance on clause (y) above shall not be included as Indebtedness in the First Lien Net Leverage Ratio, the Senior Secured Net Leverage Ratio or the Fixed Charge Coverage Ratio, as applicable, for purposes of calculating any amounts that may be incurred in Dollars, Euros pursuant to clause (y) above on the same day and (3) if all or Pounds Sterling. In connection with the incurrence any portion of any Indebtedness under this Section 2.14Incremental Facility was originally incurred or issued in reliance on clause (x) above and thereafter such amount could have been incurred pursuant to clause (y) above, at such amount of such Incremental Facility shall be reclassified, as the request applicable Borrower may elect from time to time, as having been incurred pursuant to clause (y) above and thereafter shall not count as utilization of clause (x) above; provided, further, that, notwithstanding the foregoing or anything to the contrary set forth herein, (1) Incremental Term Loans may be incurred without regard to any of the Administrative Agentforegoing limits to the extent that the Net Cash Proceeds of such Incremental Term Loans are used on or about the date of incurrence to permanently prepay and refinance Term Loans of any Tranche selected by the applicable Borrower on a dollar-for-dollar basis, and any such Incremental Term Loans (the “Refinancing Incremental Term Loans”) shall be deemed to have been incurred pursuant to this proviso, and (2) New Revolving Credit Facilities may be incurred without regard to the foregoing limits to the extent that such New Revolving Credit Facilities are used on or about the date of incurrence to refinance and permanently reduce Revolving Credit Commitments of any Tranche selected by Borrower on a dollar-for-dollar basis, and any such Revolving Credit Commitments thereunder (the “Refinancing Incremental Revolving Credit Commitments”) shall provide be deemed to have been incurred pursuant to this proviso. Each such notice shall specify (i) the date (each, an “Increased Amount Date”) on which the applicable Borrower proposes that the applicable Incremental Facility shall be effective, which shall be a date not less than 10 Business Days after the date on which such notice is delivered to the Administrative Agent a certificate certifying that (or such shorter period otherwise agreed to by the New 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 and, subject to reclassification as set forth in Section 10.1, classify such Indebtedness as being incurred under clause (i) or clause (ii) of the definition of Maximum Incremental Facilities Amount. 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, subject, if applicable, to the proviso to Section 2.14(b); provided that any Lender offered or approached to provide all or a portion of the New Loan Commitments may elect or decline, Administrative Agent in its sole discretion), (ii) the identity of each Lender or Affiliate or other Person that is consented to provide by the Administrative Agent (which consent shall not be unreasonably withheld) and by the L/C Issuer to the extent such consent, if any, would be required under Section 11.06 for an assignment of Loans or Revolving Credit Commitments (any such Affiliate or other Person, a “New Loan CommitmentIncremental Lender”) to whom the Borrowers propose any portion of such Incremental Facility be allocated and the amounts of such allocations and (iii) whether such Incremental Facility is to be an Incremental Term Facility or Incremental Revolving Credit Facility. In each case, on each applicable Such Incremental Facility shall become effective as of such Increased Amount Date Date; provided that (subject to Section 1.12), such New Loan Commitments shall be subject to (iA) no 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 Loan CommitmentsIncremental Facility (except that, as applicablewith respect to this clause (A), solely to the extent the proceeds of such Incremental Facility are being or will be used to finance a Limited Condition Transaction and if agreed to by the lenders providing such Incremental Facility, such condition shall be that no Event of Default under Section 9.01(a), (f) or (g) hereunder shall exist), (B) both before and after giving effect to such Incremental Facility, each of the conditions set forth in Section 5.02 shall be satisfied and all fees and expenses owing in respect of such increase to the Administrative Agent and the Lenders have been paid (except, solely to the extent the proceeds of such Incremental Facility are being or will be used to finance a Limited Condition Transaction and if agreed to by the lenders providing such Incremental Facility, (x) with respect to Section 5.02(a), such Incremental Facility shall only be subject to customary “funds certain provisions” and (y) with respect to Section 1.125.02(b), such condition shall be that no Event of Default under Section 9.01(a), (iif) the or (g) hereunder shall exist); (C) any Incremental Facility provided by any New Loan Commitments Incremental Lender shall be effected pursuant to one or more Joinder Agreements joinder agreement (an “Incremental Amendment”) in form and substance satisfactory to the Administrative Agent and executed and delivered by a Borrower (or Additional Borrower, if applicable) and 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(e), Register; and (iiiD) the Borrower Borrowers shall make deliver or cause to be delivered any payments required pursuant to Section 2.11 legal opinions or other documents reasonably requested by the Administrative Agent in connection with the New Loan Commitments, as applicable. No Lender shall have any obligation to provide any Commitments pursuant to this Section 2.14(a). Any New Term Loans shall, at the election of the Borrower and agreed to by Lenders providing such New Loan Commitments, be 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. On and after the Increased Amount Date, Additional Revolving Credit Loans shall be designated a separate Series of Additional Revolving Credit Loans for all purposes of this Agreementtransaction.

Incremental Facilities. (a) The Borrower may, any time or from time to time after the Funding Date, by written notice to the Administrative Agent, elect to Agent (an “Incremental Facility Request”) request (x) the establishment of one incremental or more additional term loan facilities (x) additional tranches of term loans or increases in each, an “Incremental Term Loans of any Class (Facility”, the commitments theretothereunder, the “New Incremental Term Loan Commitments” and the loans thereunder, the “Incremental Term Loans”), ) and (y) increases in the establishment of incremental or additional revolving loan facilities (each, an “Incremental Revolving Credit Commitments of any Class (Facility”, 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 Commitmentscommitments thereunder, the “Incremental Revolving Credit Commitments”; together with the New Term Loan Commitments ” and the New Revolving Credit Commitmentsloans thereunder, the “New Loan CommitmentsIncremental Revolving Loans”) ). Any such Incremental Facility may be implemented by increasing the amount of loans and commitments under an existing Facility or by adding a new facility to this Agreement. Subject to the terms and conditions set forth in this Section 2.20, the Incremental Term Facilities shall be funded or the Incremental Revolving Commitments shall become available on the relevant Increased Amount Date; provided that no Incremental Facility shall be incurred on such date to the extent that the aggregate principal amount not in excess of such Incremental Facility when combined with the Maximum aggregate principal amount of all Incremental Facilities Amount in the aggregate and not less than $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 Equivalent Debt incurred prior to such date), which may be incurred in Dollars, Euros or Pounds Sterling. In connection with date exceeds the incurrence of any Indebtedness under this Section 2.14, at the request of the Administrative Agent, the Borrower 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 in reasonable detail and shall provide the calculations and basis therefor and, subject to reclassification as set forth in Section 10.1, classify such Indebtedness as being incurred under clause (i) or clause (ii) of the definition of Maximum Incremental Facilities Amount. 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, subject, if applicable, to the proviso to Section 2.14(b); 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, on each applicable Increased Amount Date (subject to Section 1.12), such New Loan Commitments shall be subject to (i) no 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 Loan Commitments, as applicable, and subject to Section 1.12, (ii) 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(e), and (iii) the Borrower shall make any payments required pursuant to Section 2.11 in connection with the New Loan Commitments, as applicable. No Lender shall have any obligation to provide any Commitments pursuant to this Section 2.14(a). Any New Term Loans shall, at the election of the Borrower and agreed to by Lenders providing such New Loan Commitments, be 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. On and after the Increased Amount Date, Additional Revolving Credit Loans shall be designated a separate Series of Additional Revolving Credit Loans for all purposes of this Agreement.sum of:

Incremental Facilities. (a) The Borrower may, at any time or from time to time after the Closing Date, by written notice to the Administrative AgentAgent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), elect to request the establishment of (i) one or more (x) additional tranches of term loans or increases in Term Loans of any Class (the commitments thereto, the “New Incremental Term Loan CommitmentsLoans”), (yii) increases in Revolving Credit Commitments one or more additional tranches of any Class deposit l/c loans (the “New Revolving Credit CommitmentsIncremental Deposit L/C Loans”), and/or (ziii) additional tranches one or more increases in the amount of the Revolving Credit Commitments (the “Additional Revolving Credit Commitments” andeach such increase, together with the New Revolving Credit Commitments, the an “Incremental Revolving Credit CommitmentsCommitment Increase”) or (iv) one or more incremental commodity cash collateral posting facilities (each, an “Incremental Posting Facility”); together with provided that (A) both at the New time of any such request and after giving effect to the effectiveness of any Incremental Amendment referred to below, no Default or Event of Default shall exist and at the time that any such Incremental Term Loan Commitments Loan, Incremental Deposit L/C Loan, Incremental Revolving Commitment Increase or Incremental Posting Facility is made or effected (and after giving effect thereto), no Default or Event of Default shall exist and the New Revolving Credit Commitments, the “New Loan Commitments”conditions in Section 7.1 shall be satisfied and (B) by an aggregate amount not in excess of the Maximum Incremental Facilities Amount in the aggregate and not less than $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. In connection with the incurrence of any Indebtedness under this Section 2.14, at the request of the Administrative Agent, the Borrower 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 in reasonable detail and shall provide compliance with the calculations and basis therefor and, subject to reclassification as covenant set forth in Section 10.1, classify such Indebtedness 10.9 determined on a Pro Forma Basis as being incurred under clause (i) or clause (ii) of the definition of Maximum Incremental Facilities Amount. The Borrower may approach any Lender or any Person (other than a natural Person) to provide all or a portion date of the New Loan Commitmentsmaking of such Incremental Term Loan, subjectIncremental Deposit L/C Loans, if applicableIncremental Revolving Commitment Increase or the entering into such Incremental Posting Facility, to as the proviso to Section 2.14(b); provided that any Lender offered or approached to provide all or a portion case may be, and as of the New Loan Commitments may elect or declinelast day of the most recent Test Period, in its sole discretioneach case as if such Incremental Term Loans, to provide a New Loan Commitment. In each caseIncremental Deposit L/C Loans, on each applicable Increased Amount Date (subject to Section 1.12), such New Loan Commitments shall be subject to (i) no Event of Default (except in connection with an acquisition Incremental Revolving Credit Commitment Increase 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 Loan CommitmentsIncremental Posting Facility, as applicable, and subject to Section 1.12, (ii) had been outstanding on 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 last day of which shall be recorded in the Register and shall be subject to the requirements set forth in Section 5.4(e), and (iii) the Borrower shall make any payments required pursuant to Section 2.11 in connection with the New Loan Commitments, as applicable. No Lender shall have any obligation to provide any Commitments pursuant to this Section 2.14(a). Any New Term Loans shall, at the election of the Borrower and agreed to by Lenders providing such New Loan Commitments, be designated as (a) a separate series (a “Series”) of New Term Loans Test Period for all purposes of this Agreement or (b) as part of a Series of existing Term Loans for all purposes of this Agreement. On and after the Increased Amount Date, Additional Revolving Credit Loans shall be designated a separate Series of Additional Revolving Credit Loans for all purposes of this Agreementtesting compliance therewith.

Incremental Facilities. (a) The Borrower may, by written notice to the Administrative Agent, elect Agent from time to time request the establishment of one or more (x) additional tranches of term loans or increases in Incremental Term Loans of any Class (the commitments thereto, the “New Term Loan Commitments”), (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 to exceed the Incremental Amount from one or more Incremental Term Lenders (which may include any existing Lender, it being understood that no existing Lender shall be required to provide any Incremental Term Loans) willing to provide such Incremental Term Loans, as the case may be, in excess of their own discretion; provided, that each Incremental Term Lender, if not already a Lender hereunder (unless such Lender is the Maximum Incremental Facilities Amount in the aggregate and not less than $10,000,000 individually (Sponsor 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 datean Affiliate thereof), which may be incurred in Dollars, Euros or Pounds Sterling. In connection with the incurrence of any Indebtedness under this Section 2.14, at the request of the Administrative Agent, the Borrower 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 in reasonable detail and shall provide the calculations and basis therefor and, subject to reclassification as set forth in Section 10.1, classify such Indebtedness as being incurred under clause (i) or clause (ii) of the definition of Maximum Incremental Facilities Amount. 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, subject, if applicable, to the proviso to Section 2.14(b); 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, on each applicable Increased Amount Date (subject to Section 1.12), such New Loan Commitments shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld). Such notice shall set forth (i) no Event the amount of Default the Incremental Term Loans being requested (except which shall be (1) in connection with an acquisition minimum increments of $10,000,000, or investment (including any Permitted Acquisition or Investment2) equal to the remaining Incremental Amount), no Event of Default under Section 11.1 or Section 11.5(ii) the date, which shall exist be a Business Day, on which such Incremental Term Loans are requested to be made to become effective (the “Increased Amount Date before Date”) pursuant to an Incremental Facility Activation Notice, (iii) whether such Incremental Term Loans are to be loans on the same terms as the outstanding Term Loans or loans with terms different from the outstanding Term Loans, (iv) the use of proceeds for such Incremental Term Loan and (v) pro forma financial statements demonstrating (A) compliance on a pro forma basis with the financial covenant contained in Section 7.1(b) and (B) that the Consolidated Leverage Ratio is not greater than the Incurrence Ratio, in each case, after giving effect to such New Incremental Term Loan Commitments, and the application of the proceeds therefrom (including by giving pro forma effect to any Permitted Acquisition financed thereby) as applicable, if made and subject to Section 1.12, (ii) applied on the New Loan Commitments shall be effected pursuant to one or more Joinder Agreements executed and delivered by date of the most-recent financial statements of 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(e), and (iii) the Borrower shall make any payments required delivered pursuant to Section 2.11 in connection with the New Loan Commitments, as applicable. No Lender shall have any obligation to provide any Commitments pursuant to this Section 2.14(a). Any New Term Loans shall, at the election of the Borrower and agreed to by Lenders providing such New Loan Commitments, be 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. On and after the Increased Amount Date, Additional Revolving Credit Loans shall be designated a separate Series of Additional Revolving Credit Loans for all purposes of this Agreement6.1.

Incremental Facilities. (a) The Parent Borrower may, by written notice to the Administrative AgentAgent at any time, elect to request the establishment of on one or more occasions, request to (xi) additional add one or more new tranches of term loans or increases in facilities and/or increase the principal amount of the Term Loans, any Incremental Term Loans or any Specified Refinancing Term Loans by requesting new term loans commitments to be added to such Loans (any such new tranche or increase, an “Incremental Term Facility” and any loans made pursuant to an Incremental Term Facility, “Incremental Term Loans”) and/or (ii) add one or more new tranches of incremental revolving facilities and/or increase the principal amount of any Class such tranche of incremental revolving facilities (the commitments theretoeach, the an “New Term Loan Commitments”), (y) increases in Incremental Revolving Credit Commitments of any Class (the “New Revolving Credit Commitments”), and/or (z) additional tranches of Revolving Credit Commitments (the “Additional Revolving Credit CommitmentsFacility” and, together with any Incremental Term Facility, “Incremental Facilities”; and the New Revolving Credit Commitmentsloans thereunder, the “Incremental Revolving Credit Commitments”; Loans” and, together with the New any Incremental Term Loan Commitments and the New Revolving Credit CommitmentsLoans, the “New Loan CommitmentsIncremental Loans”) by in an aggregate amount not in excess to exceed the Incremental Amount. Such notice shall set forth (i) the amount of the Maximum Incremental Facilities Amount in the aggregate and not less than $10,000,000 individually Term Loans and/or Incremental Revolving Commitments being requested (or such lesser amount as which shall be (x) may be approved by with respect to Incremental Term Loans denominated in dollars, in minimum increments of $15,000,000, and with respect to Incremental Term Loans denominated in an Alternative Currency, in minimum increments of the Administrative Agent or Dollar Equivalent of $7,500,000, (y) shall constitute the difference between the Maximum with respect to Incremental Facilities Amount Revolving Commitments denominated in dollars, in minimum increments of $10,000,000, and all such New Loan with respect to Incremental Revolving Commitments obtained on or prior to such date)denominated in an Alternative Currency, which may be incurred in Dollars, Euros or Pounds Sterling. In connection with the incurrence of any Indebtedness under this Section 2.14, at the request minimum increments of the Administrative Agent, the Borrower shall provide Dollar Equivalent of $5,000,000 or (z) equal to the Administrative Agent a certificate certifying that the New Loan Commitments do not exceed the Maximum remaining Incremental Facilities Amount, which certificate shall be in reasonable detail ) and shall provide the calculations and basis therefor and, subject to reclassification as set forth in Section 10.1, classify such Indebtedness as being incurred under clause (i) or clause (ii) of the definition of Maximum Incremental Facilities Amount. 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, subject, if applicable, to the proviso to Section 2.14(b); 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, on each applicable Increased Amount Date (subject to Section 1.12), such New Loan Commitments shall be subject to (i) no 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 Loan Commitments, as applicable, and subject to Section 1.12, (ii) the New Loan Commitments shall be effected pursuant to one or more Joinder Agreements executed and delivered by the Borrower and Administrative Agentdate, and each of which shall be recorded in the Register and shall be subject to the requirements set forth in Section 5.4(e)a Business Day, and (iii) the Borrower shall make any payments required pursuant to Section 2.11 in connection with the New Loan Commitments, as applicable. No Lender shall have any obligation to provide any Commitments pursuant to this Section 2.14(a). Any New on which such Incremental Term Loans shall, at are requested to be made and/or Incremental Revolving Commitments are requested to become effective (the election of the Borrower and agreed to by Lenders providing such New Loan Commitments, be 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. On and after the Increased Amount Date, Additional Revolving Credit Loans shall be designated a separate Series of Additional Revolving Credit Loans for all purposes of this Agreement”) pursuant to an Incremental Facility Activation Notice.

Incremental Facilities. (a) The Parent Borrower may, by written notice to the Administrative AgentAgent at any time, elect to request the establishment of on one or more occasions, request to (xi) additional tranches add one or more new Classes of term loans or increases in Term Loans facilities and/or increase the principal amount of any Class of Term Loans, any Incremental Term Loans or any Specified Refinancing Term Loans by requesting new term loan commitments to be added to such Loans (any such new Class or increase, an “Incremental Term Facility” and any loans made pursuant to an Incremental Term Facility, “Incremental Term Loans”) and/or (ii) increase the commitments thereto, the “New Term Loan Commitments”), (y) increases in Revolving Credit Commitments principal amount of any Class (the “New Revolving Credit Commitments”), and/or (z) additional tranches of Revolving Credit Commitments, any Incremental Revolving Commitments or any Specified Refinancing Revolving Commitments and/or add one or more new Classes of incremental revolving facilities (the any such new Class or increase, an “Additional Incremental Revolving Credit CommitmentsFacility” and, together with any Incremental Term Facility, “Incremental Facilities”; and the New Revolving Credit Commitmentsloans thereunder, the “Incremental Revolving Credit Commitments”; Loans” and, together with the New any Incremental Term Loan Commitments and the New Revolving Credit CommitmentsLoans, the “New Loan CommitmentsIncremental Loans”) by in an aggregate amount not in excess to exceed the Incremental Amount. Such notice shall set forth (i) the amount of the Maximum Incremental Facilities Amount Term Loans and/or Incremental Revolving Commitments being requested (which shall be (x) in the an aggregate and principal amount of not less than $10,000,000 individually (or such lesser amount as (x) may be approved by the Administrative Agent 10,000,000, and $5,000,000 increments in excess thereof 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. In connection with the incurrence of any Indebtedness under this Section 2.14, at the request of the Administrative Agent, the Borrower shall provide equal to the Administrative Agent a certificate certifying that the New Loan Commitments do not exceed the Maximum remaining Incremental Facilities Amount, which certificate shall be in reasonable detail and shall provide the calculations and basis therefor and, subject to reclassification as set forth in Section 10.1, classify such Indebtedness as being incurred under clause (i) or clause (ii) of the definition of Maximum Incremental Facilities Amount. 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, subject, if applicable, to the proviso to Section 2.14(b); 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, on each applicable Increased Amount Date (subject to Section 1.12), such New Loan Commitments shall be subject to (i) no 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 Loan Commitments, as applicable, and subject to Section 1.12, (ii) the New Loan Commitments shall be effected pursuant to one or more Joinder Agreements executed and delivered by the applicable 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(e), and (iii) the Borrower date, which shall make any payments required pursuant to Section 2.11 in connection with the New Loan Commitmentsbe a Business Day, as applicable. No Lender shall have any obligation to provide any Commitments pursuant to this Section 2.14(a). Any New on which such Incremental Term Loans shall, at are requested to be made and/or Incremental Revolving Commitments are requested to become effective (the election of the Borrower and agreed to by Lenders providing such New Loan Commitments, be 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. On and after the Increased Amount Date, Additional ”) pursuant to an Incremental Facility Activation Notice. Any Incremental Revolving Credit Loans shall be designated Facility may provide for the ability to permanently repay and terminate incremental revolving commitments on a separate Series of Additional pro rata basis or less than a pro rata basis (but not greater than pro rata basis) with the Revolving Credit Loans for all purposes of this AgreementFacility.

Incremental Facilities. (a) The Borrower maymay at any time or from time to time after the Closing Date, by written notice delivered to the Administrative AgentAgent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), elect to request the establishment of (i) one or more (x) additional tranches of tranche A term loans or increases in Term Loans of any Class (the commitments thereto“Incremental Tranche A Term Loans”) or tranche B term loans (the “Incremental Tranche B Term Loans”, and together with the Incremental Tranche A Term Loans, the “New Incremental Term Loan CommitmentsLoans”), (yii) one or more increases in the amount of the Revolving Credit Commitments of any Class (each such increase, an “Incremental Revolving Credit Commitment Increase”) or (iii) one or more additional Classes of revolving credit commitments (the “New Additional/Replacement Revolving Credit Commitments”), and/or (z) additional tranches of Revolving Credit Commitments (the “Additional Revolving Credit Commitments” and, and together with the New Incremental Term Loans and the Incremental Revolving Credit CommitmentsCommitment Increases, the “Incremental Revolving Credit Facilities” and the commitments in respect thereof are referred to as the “Incremental Commitments”); together with provided that both at 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 $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. In connection with the incurrence time of any Indebtedness under this Section 2.14, at the such request of the Administrative Agent, the Borrower shall provide and after giving effect to the Administrative Agent a certificate certifying that the New Loan Commitments do not exceed the Maximum effectiveness of any Incremental Facilities AmountAgreement referred to below, which certificate shall be in reasonable detail and shall provide the calculations and basis therefor and, subject to reclassification except as set forth in Section 10.1, classify such Indebtedness as being incurred under clause (i) or clause (ii) of the definition of Maximum Incremental Facilities Amount. 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, subject, if applicable, to the proviso to Section 2.14(b); provided that any Lender offered or approached to provide all or a portion of the New Loan Commitments may elect or declineclause (b) below, in its sole discretion, to provide a New Loan Commitment. In each case, on each applicable Increased Amount Date (subject to Section 1.12), such New Loan Commitments shall be subject to (i) no Event of Default shall exist and at the time that any such Incremental Term Loan, Incremental Revolving Credit Commitment Increase or Additional/Replacement Revolving Credit Commitment is made or effected (except in connection with an acquisition or investment (including any Permitted Acquisition or Investmentand after giving effect thereto), no Event of Default under Section 11.1 or Section 11.5) shall exist on such Increased Amount Date before or exist; provided, further, that after giving effect to the incurrence of such New Loan Incremental Term Loans or borrowing under such Incremental Revolving Credit Commitment Increase or borrowing under such Additional/Replacement Revolving Credit Commitments (and after giving effect to any Specified Transaction to be consummated in connection therewith), the Borrower and the Restricted Subsidiaries would be in compliance on a Pro Forma Basis with the requirements of Sections 10.9 and 10.10 as of the most recently ended Test Period on or prior to the incurrence of any such Incremental Facilities, calculated on a Pro Forma Basis, in each case as if such Incremental Term Loans, Incremental Revolving Credit Commitment Increase or Additional/Replacement Revolving Credit Commitments, as applicable, had been outstanding (and subject to Section 1.12, (iiany related transactions had occurred) on 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 first day of which shall be recorded in the Register and shall be subject to the requirements set forth in Section 5.4(e), and (iii) the Borrower shall make any payments required pursuant to Section 2.11 in connection with the New Loan Commitments, as applicable. No Lender shall have any obligation to provide any Commitments pursuant to this Section 2.14(a). Any New Term Loans shall, at the election of the Borrower and agreed to by Lenders providing such New Loan Commitments, be 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. On and after the Increased Amount Date, Additional Revolving Credit Loans shall be designated a separate Series of Additional Revolving Credit Loans for all purposes of this AgreementTest Period.

Incremental Facilities. (a) The Opco Borrower maymay at any time or from time to time on and after the Security Date, by written notice to the Administrative Agent, elect to request the establishment of one or more (x) additional tranches of term loans (which may take the form of an increase in the principal amount of any existing tranche of Term Loans) (the “Incremental Term Loans”) or increases in the aggregate amount of Revolving Commitments (each such increase a “Incremental Revolving Commitment”; Incremental Term Loans of any Class (and Incremental Revolving Commitments are collectively referred to herein as the commitments “Incremental Facilities”) so long as, upon giving effect thereto, the “New Term Loan Commitments”)aggregate amount of all such Incremental Facilities does not exceed (I) other than during an Investment Grade Period, the sum of (x) the greater of $250,000,000 and 100% of EBITDA plus (y) increases an unlimited additional amount so long as immediately after giving effect (including pro forma effect) to such Incremental Facilities (assuming that any such Incremental Facilities are drawn in Revolving Credit Commitments full (but excluding the proceeds of any Class such Incremental Facilities for purposes of calculating clause (b) of the “New Revolving Credit Commitments”definition of Consolidated Total Net Debt in the calculation of the Secured Net Leverage Ratio)), and/or the Secured Net Leverage Ratio would not exceed 3:00 to 1.00 (zother than to the extent such Incremental Facilities are incurred pursuant to this clause (y) additional tranches of Revolving Credit Commitments (the “Additional Revolving Credit Commitments” and, together concurrently with the New incurrence of Incremental Facilities in reliance on clause (x) of this sentence, in which case the Secured Net Leverage Ratio shall be permitted to exceed 3.00 to 1.00 to the extent of such Incremental Facilities incurred in reliance on such clause (x)) or (II) during an Investment Grade Period, an unlimited amount so long as immediately after giving effect (including pro forma effect) to such Incremental Facilities (assuming that any such Incremental Facilities are drawn in full (but excluding the proceeds of any such Incremental Facilities for purposes of calculating clause (b) of the definition of Consolidated Total Net Debt in the calculation of the Total Net Leverage Ratio)), the Parent Borrower shall be in compliance with the covenants contained in Section 6.11 (provided that, for the avoidance of doubt, with respect to this clause (II), all such Incremental Facilities shall be unsecured); provided that, in each case of clauses (I) and (II), no Incremental Term Loans may be made and no Incremental Revolving Credit Commitments may become effective unless, (i) on the proposed date of the making of such Incremental Term Loans or the effectiveness of such Incremental Revolving Commitments, as applicable, (A) the “conditions set forth in clauses (a) and (b) of Section 4.03 shall be satisfied or waived by the Required Lenders and the Administrative Agent shall have received a certificate on behalf of the Parent Borrower to that effect dated such date and executed by a Financial Officer of the Parent Borrower and (B) the Parent Borrower shall be in compliance (on a pro forma basis, assuming full drawing under the applicable Incremental Revolving Credit Commitments”; together Facility) with the New Term Loan Commitments covenants contained in Section 6.11; provided that, in the case of any Incremental Facilities the proceeds of which are to be used to finance a Limited Condition Transaction permitted hereunder, to the extent agreed by the Lenders providing such Incremental Facilities, (I) the representations and warranties the accuracy of which are a condition to the funding of such Incremental Facilities may be limited to (1) customary specified representations (or such other formulation thereof as may be agreed by the lenders providing such Incremental Facilities), and (2) those representations of the acquired company in the applicable acquisition agreement that are material to the interests of the lenders under the Incremental Facilities and if breached would give the Opco Borrower the right to terminate or refuse to close under the applicable acquisition agreement and (II) (x) at the time of the execution and delivery of the purchase agreement or other definitive documentation related to such Limited Condition Transaction, no Default or Event of Default shall have occurred and be continuing or shall occur as a result thereof and (y) on the date of the effectiveness and the New Revolving Credit Commitmentsmaking of any such Incremental Facilities, no Specified Default shall have occurred and be continuing or shall occur as a result thereof, and (ii) the “New Loan Commitments”Administrative Agent shall have received such legal opinions, board resolutions, secretary’s certificates, directors or officer’s certificates (as applicable) and other documents as shall reasonably be requested by the Administrative Agent in connection with any such transaction. Each Incremental Facility shall be in an integral multiple of $5,000,000 and be in an aggregate principal amount not in excess of the Maximum Incremental Facilities Amount in the aggregate and that is not less than $10,000,000 individually (or such lesser amount as (x) may be approved unless otherwise agreed by the Administrative Agent in its reasonable discretion); provided that such amount may be less than the applicable minimum amount if such amount represents all the remaining availability hereunder as set forth above. Each such notice shall specify (A) the date on which the Opco Borrower proposes that the Incremental Revolving Commitments or (y) the Incremental Term Loans, as applicable, shall constitute the difference between the Maximum Incremental Facilities Amount and all such New Loan Commitments obtained on or prior to such date)be effective, which shall be a date not less than ten (10) Business Days (or such shorter period as may be incurred in Dollars, Euros or Pounds Sterling. In connection with the incurrence of any Indebtedness under this Section 2.14, at the request of agreed to by the Administrative Agent, ) after the Borrower shall provide date on which such notice is delivered to the Administrative Agent a certificate certifying that and (B) the New 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 and, subject to reclassification as set forth in Section 10.1, classify such Indebtedness as being incurred under clause (i) or clause (ii) amount of the definition of Maximum Incremental Facilities Amount. The Borrower may approach any Lender Revolving Commitments or any Person (other than a natural Person) to provide all or a portion of the New Loan Commitments, subject, if applicable, to the proviso to Section 2.14(b); 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, on each applicable Increased Amount Date (subject to Section 1.12), such New Loan Commitments shall be subject to (i) no 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 Loan CommitmentsIncremental Term Loans, as applicable, and subject to Section 1.12, (ii) 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(e), and (iii) the Borrower shall make any payments required pursuant to Section 2.11 in connection with the New Loan Commitments, as applicable. No Lender shall have any obligation to provide any Commitments pursuant to this Section 2.14(a). Any New Term Loans shall, at the election of the Borrower and agreed to by Lenders providing such New Loan Commitments, be 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. On and after the Increased Amount Date, Additional Revolving Credit Loans shall be designated a separate Series of Additional Revolving Credit Loans for all purposes of this Agreementbeing requested.

Incremental Facilities. (a) The Borrower Borrowers or any Guarantor organized in the United States or Canada (any such Guarantor, for so long as loans or commitments remain outstanding under the applicable Incremental Facility, an “Additional Borrower”) may, by written notice to the Administrative Agent, elect to request the establishment of one or more (x) additional new tranches of term loans facilities denominated in Dollars, an Alternative Currency or increases in Term Loans of any Class (other currency agreed to by the commitments theretoapplicable Borrower, the Administrative Agent and the Lenders providing such New Term Loan Facility (each, a “New Term Loan CommitmentsFacility”)) and/or increase the principal amount of the Initial Term Loans, any Incremental Term Loans or any Extended Term Loans by requesting new term loan commitments to be added to such Loans (ytogether with any New Term Loan Facility, an “Incremental Term Facility” and, any Loans made pursuant to an Incremental Term Facility, “Incremental Term Loans”) increases in Revolving Credit Commitments and/or request the establishment of any Class (the “New Revolving Credit Commitments”), and/or (z) additional one or more new tranches of Revolving Credit Commitments (the each, a “Additional New Revolving Credit CommitmentsFacility”) and/or request an increase in any Tranche of Revolving Credit Commitments (together with any New Revolving Credit Facility, an “Incremental Revolving Credit Facility” and, together with the New Revolving Credit Commitmentsany Incremental Term Facility, “Incremental Facilities” and, the loans thereunder, “Incremental Revolving Credit Commitments”; Loans” and, together with any Incremental Term Loans, “Incremental Loans”); provided that no existing Lender will have an obligation to make any Incremental Facility, nor will the New Term Loan Commitments and the New Revolving Credit CommitmentsBorrower have any obligation to approach any existing Lenders to provide any Incremental Facility, 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 $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. In connection with the incurrence of any Indebtedness under this Section 2.14, at the request of the Administrative Agent, the Borrower 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 in reasonable detail and shall provide the calculations and basis therefor and, subject to reclassification as set forth in Section 10.1, classify such Indebtedness as being incurred under clause (i) or clause (ii) of the definition of Maximum Incremental Facilities Amount. 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, subject, if applicable, to the proviso to Section 2.14(b); 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, on each applicable Increased Amount Date (subject to Section 1.12), such New Loan Commitments shall be subject to (i) no 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 Loan Commitments, as applicable, and subject to Section 1.12, (ii) 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(e), and (iii) the Borrower shall make any payments required pursuant to Section 2.11 in connection with the New Loan Commitments, as applicable. No Lender shall have any obligation to provide any Commitments pursuant to this Section 2.14(a). Any New Term Loans shall, at the election of the Borrower and agreed to by Lenders providing such New Loan Commitments, be 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. On and after the Increased Amount Date, Additional Revolving Credit Loans shall be designated a separate Series of Additional Revolving Credit Loans for all purposes of this Agreement.sum of

Incremental Facilities. (a) The Parent Borrower may, by written notice to Administrative Agent, elect to request the establishment of and any one or more Lenders (xincluding New Lenders) additional tranches may from time to time agree that such Lenders shall make, obtain or increase the amount of term loans or increases in their Incremental Term Loans of any Class (the commitments thereto, the an “New Incremental Term Loan CommitmentsFacility”), (y) increases in or the USD Revolving Credit Commitments of any Class (or the “New Revolving Credit Commitments”), and/or (z) additional tranches of Multicurrency Revolving Credit Commitments (the “Additional Revolving Credit Commitments” and, together with the New Revolving Credit Commitments, the “Incremental Increased Revolving Credit Commitments”; together with the New any Incremental Term Loan Commitments and the New Revolving Credit CommitmentsFacility, the “New Loan CommitmentsIncremental Facilities”), as applicable, by executing and delivering to the Administrative Agent an Increased Facility Activation Notice specifying (i) by an aggregate the amount not in excess of such increase, (ii) the Maximum Incremental Facilities Amount applicable Increased Facility Closing Date, (iii) in the aggregate and not less than $10,000,000 individually (or such lesser amount as case of Incremental Term Loans, (x) the applicable Incremental Term Maturity Date, (y) the amortization schedule for such Incremental Term Loans, and (z) the Applicable Margin for such Incremental Term Loans; provided that (i) no Default or Event of Default exists or would exist after giving effect to such Incremental Facility and the incurrence of any Loans thereunder on the applicable Increased Facility Closing Date, (ii) the maturity date and Weighted Average Life to Maturity of any such Incremental Term Loan Facility shall be no earlier than (or the same as) the maturity date and Weighted Average Life to Maturity, respectively, of the Tranche A Term Loans, (iii) the interest rates and amortization schedule applicable to any Incremental Term Loan Facility shall be determined by the Parent Borrower and the lenders thereunder and (iv) any Increased Revolving Credit Commitments shall be on terms and pursuant to documentation applicable to the applicable Revolving Credit Facility (including the maturity date in respect thereof) and any Incremental Term Loan Facility shall be on terms and pursuant to documentation, to the extent such terms and documentation are not consistent with, in the case of an Incremental Term Loan Facility, the Tranche A Term Loan Facility (except to the extent permitted by clause (ii) and (iii) above), reasonably satisfactory to the Administrative Agent (including as to the identity of the New Lenders); provided that if the total yield (calculated for both the Incremental Term Loans and the existing Term Loans, including the upfront fees, any interest rate floors and any OID (as defined below), but excluding any arrangement, structuring, syndication or other similar fees paid by the Parent Borrower) in respect of any Incremental Term Loans exceeds the total yield for the existing Term Loans (it being understood that any such increase may be approved take the form of original issue discount (“OID”), with OID being equated to the interest rates in a manner determined by the Administrative Agent or based on an assumed four-year life to maturity) by more than 0.50% per annum, the Applicable Margin for the existing Term Loans shall be increased so that the total yield in respect of such Incremental Term Loans is 0.50% per annum greater than the total yield for the existing Term Loans. Notwithstanding the foregoing, (yi) shall constitute without the difference between consent of the Maximum Required Lenders, the aggregate amount of Incremental Facilities Amount Term Loans and all such New Loan Increased Revolving Credit Commitments obtained on or prior after the Closing Date pursuant to such date), which may be incurred in Dollars, Euros or Pounds Sterling. In connection with this paragraph shall not exceed $100,000,000 and (ii) without the incurrence of any Indebtedness under this Section 2.14, at the request consent of the Administrative Agent, the Borrower shall provide each increase effected pursuant to the Administrative Agent a certificate certifying that the New Loan Commitments do not exceed the Maximum Incremental Facilities Amount, which certificate this paragraph shall be in reasonable detail and shall provide the calculations and basis therefor and, subject to reclassification as set forth in Section 10.1, classify such Indebtedness as being incurred under clause (i) or clause (ii) a minimum amount of the definition of Maximum Incremental Facilities Amount. 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, subject, if applicable, to the proviso to Section 2.14(b); 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, on each applicable Increased Amount Date (subject to Section 1.12), such New Loan Commitments shall be subject to (i) no 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 Loan Commitments, as applicable, and subject to Section 1.12, (ii) 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(e), and (iii) the Borrower shall make any payments required pursuant to Section 2.11 in connection with the New Loan Commitments, as applicableat least $10,000,000. No Lender shall have any obligation to provide participate in any Commitments pursuant increase described in this paragraph unless it agrees to this Section 2.14(a). Any New Term Loans shall, at the election of the Borrower and agreed to by Lenders providing such New Loan Commitments, be 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. On and after the Increased Amount Date, Additional Revolving Credit Loans shall be designated a separate Series of Additional Revolving Credit Loans for all purposes of this Agreementdo so in its sole discretion.

Incremental Facilities. (a) The Parent Borrower may, by written notice to the Administrative AgentAgent at any time prior to the Maturity Date, elect request Incremental Term Loans and/or Incremental Revolving Commitments in an aggregate amount not to request exceed the establishment of Incremental Amount from one or more Incremental Term Lenders and/or Incremental Revolving Lenders (which may include any existing Lender, it being understood each existing Lender shall have no obligation to participate in any Incremental Facility) willing to provide such Incremental Term Loans and/or Incremental Revolving Loans, as the case may be; provided, that each Incremental Term Lender and/or Incremental Revolving Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent and, in the case of Incremental Revolving Lenders only, the Issuing Bank and the Swingline Lender (which approval shall, in either case, not be unreasonably withheld). Such notice shall set forth (i) the amount of the Incremental Term Loans and/or Incremental Revolving Commitments being requested (which shall be (x) additional tranches with respect to Incremental Term Loans, in minimum increments of term loans or increases in Term Loans of any Class (the commitments thereto, the “New Term Loan Commitments”)$50,000,000, (y) increases with respect to Incremental Revolving Commitments, in minimum increments of $10,000,000 or (z) equal to the remaining Incremental Amount), (ii) the date, which shall be a Business Day, on which such Incremental Term Loans are requested to be made and/or Incremental Revolving Credit Commitments of any Class are requested to become effective (the “New Increased Amount Date”) pursuant to an Incremental Facility Activation Notice, (iii) whether such Incremental Term Loans and/or Incremental Revolving Credit Commitments are to be loans on the same terms as the outstanding Term Loans and/or Revolving Commitments or loans with terms different from the outstanding Term Loans and/or Revolving Commitments”), (iv) the use of proceeds for such Incremental Term Loan and/or Incremental Revolving Commitment and (zv) additional tranches of Revolving Credit Commitments (the “Additional Revolving Credit Commitments” and, together pro forma financial statements demonstrating compliance on a pro forma basis 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 $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. In connection with the incurrence of any Indebtedness under this Section 2.14, at the request of the Administrative Agent, the Borrower 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 in reasonable detail and shall provide the calculations and basis therefor and, subject to reclassification as financial covenants set forth in Section 10.1, classify such Indebtedness as being incurred under clause (i) or clause (ii) of the definition of Maximum Incremental Facilities Amount. 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, subject, if applicable, to the proviso to Section 2.14(b); 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, on each applicable Increased Amount Date (subject to Section 1.12), such New Loan Commitments shall be subject to (i) no 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 Sections 6.10 and 6.11 after giving effect to such New Incremental Term Loan Commitments, and/or Incremental Revolving Commitments and the Loans to be made thereunder and the application of the proceeds therefrom (including by giving pro forma effect to any Permitted Acquisition including aggregate consideration in excess of $20,000,000 financed thereby) as applicable, if made and subject to Section 1.12, (ii) applied on the New Loan Commitments shall be effected pursuant to one or more Joinder Agreements executed and date of the most-recent financial statements of the Parent Borrower 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(e), and (iii) the Borrower shall make any payments required pursuant to Section 2.11 in connection with the New Loan Commitments, as applicable. No Lender shall have any obligation to provide any Commitments pursuant to this Section 2.14(a). Any New Term Loans shall, at the election of the Borrower and agreed to by Lenders providing such New Loan Commitments, be 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. On and after the Increased Amount Date, Additional Revolving Credit Loans shall be designated a separate Series of Additional Revolving Credit Loans for all purposes of this Agreement5.01.

Incremental Facilities. (a) The Lead Borrower may, from time to time after the Fourth Restatement Effective Date, by written notice to the Administrative AgentAgent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), elect to request the establishment of one or more (x) additional tranches of term loans or increases in Term Loans of any Class hereunder (the commitments theretocollectively, the “New Incremental Term Loan CommitmentsLoans”), (y) increases in Revolving Credit Commitments of any Class (the “New Revolving Credit Commitments”), and/or (z) or one or more additional tranches of Revolving Credit Commitments revolving commitments hereunder (collectively, the “Additional Incremental Revolving Credit Commitments” and, together with the New Revolving Credit Commitmentsany Incremental Term Loans, the “Incremental Revolving Credit CommitmentsFacilities”; 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 $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. In connection with the incurrence of any Indebtedness under this Section 2.14, at the request of the Administrative Agent, the Borrower 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 in reasonable detail and shall provide the calculations and basis therefor and, subject to reclassification as set forth in Section 10.1, classify such Indebtedness as being incurred under clause (i) or clause (ii) of the definition of Maximum Incremental Facilities Amount. 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, subject, if applicable, to the proviso to Section 2.14(b); 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, on each applicable Increased Amount Date (subject to Section 1.12), such New Loan Commitments shall be subject to (i) no Event the aggregate amount of Default (except in connection such Incremental Facilities, taken together with an acquisition or investment (including any Permitted Acquisition or Investment), no Event all Incremental Facilities previously incurred pursuant to this Section 2.20 and the aggregate amount 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 Loan Commitments, as applicable, and subject Commitment Increases made pursuant to Section 1.122.19, does not exceed $250,000,000, (ii) the New Loan Commitments final stated maturity date of such tranche of Incremental Facilities shall not be effected pursuant to one or more Joinder Agreements executed and delivered by earlier than the Borrower and Administrative AgentMaturity Date in effect at the time such Incremental Facilities are entered into, and each of which shall be recorded in the Register and shall be subject to the requirements set forth in Section 5.4(e), and (iii) the Borrower such tranche of Incremental Facilities shall make any payments required pursuant to Section 2.11 rank pari passu in connection right of payment with the New Revolving Loans, (iv) such Incremental Facilities shall not be, and shall not be permitted to be, guaranteed by any Subsidiary of Holdings that is not a Guarantor under this Agreement and (v) the terms, conditions and documentation governing such Incremental Facilities (including, without limitation, all representations, covenants, defaults, guaranties and remedies, but excluding economic terms), taken as a whole, shall be substantially the same as, or less favorable to the Lenders or Additional Lenders (as defined below) providing such Incremental Facilities, than those terms and conditions applicable to the Lenders with respect to the Revolving Loans (except (i) for covenants or other provisions applicable only to periods after the latest Maturity Date of the Revolving Loans or (ii) to the extent such more favorable terms are incorporated into the Loan Commitments, Documents for the benefit of all existing Lenders (which may be accomplished with the consent of the Administrative Agent and the Lead Borrower and without the consent of any Lenders)) as applicabledetermined by the Lead Borrower in its reasonable discretion. No Lender shall have any obligation to provide any Commitments pursuant to this Section 2.14(a). Any New Term Loans Incremental Facilities shall, at the election of the Borrower and agreed to by Lenders providing such New Loan CommitmentsLead Borrower, be designated as (a) a separate series (a “Series”) of New Term Loans for all purposes of this Agreement available in dollars or (b) as part of a Series of existing Term Loans for all purposes of this Agreement. On and after the Increased Amount Date, Additional Revolving Credit Loans shall be designated a separate Series of Additional Revolving Credit Loans for all purposes of this Agreementin one or more Alternative Currencies.

Incremental Facilities. (a) The Borrower may, by written notice may from time to Administrative Agent, time elect to request increase the establishment of one Revolving Commitments or more (x) make additional tranches of term loans or increases in Term Loans of any Class (the commitments thereto, the “New Term Loan Commitments”), (y) increases in Revolving Credit Commitments of any Class (the “New Revolving Credit Commitments”), and/or (z) additional tranches of Revolving Credit Commitments (such increased and/or additional Revolving Commitments, an “Incremental Revolving Commitment” and the loans thereunder, “Additional Incremental Revolving Credit CommitmentsLoans” and, together with the New Incremental Revolving Credit Commitments, an “Incremental Revolving Facility”) or enter into one or more tranches of Term Loans or increase outstanding Term Loans (each an “Incremental Term Loan” and together with the Incremental Revolving Facility hereinafter collectively referred to as “Incremental Facilities,” as applicable), in each case in minimum increments of $10,000,000 so long as, after giving effect thereto, the aggregate amount of all such Incremental Facilities incurred pursuant to this Section 2.20 does not exceed the sum of (I) the sum of (x) $450,000,000 plus (y) all voluntary prepayments of any outstanding Term Loans prior to the incurrence of such Incremental Facility, to the extent such prepayments are not funded with the proceeds of long-term Indebtedness minus (z) the aggregate principal amount of Indebtedness outstanding pursuant to Section 6.03(i) hereof at such time (this clause (I), the “Fixed Incremental Incurrence Basket”) and (II) any additional amounts so long as immediately after giving pro forma effect to the establishment of such Incremental Facility (and assuming any such Incremental Revolving Credit Commitments”; together with the New Term Loan Commitments are fully drawn) and the New Revolving Credit Commitmentsuse of proceeds thereunder, the “New Loan Commitments”) by an aggregate amount not in excess First Lien Net Leverage Ratio is not, on a pro forma basis, greater than 3.50:1.00 provided that any Indebtedness under such Incremental Facility that ranks junior to the liens securing the Initial Term A Loans or that are unsecured shall be treated as Consolidated First Lien Debt for purposes of calculating the Maximum First Lien Net Leverage Ratio to determine whether such Incremental Facilities Amount in the aggregate and not less than $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 Facility may be incurred in Dollars, Euros or Pounds Sterling. In connection with the incurrence of any Indebtedness under pursuant to this Section 2.142.20 and for all other First Lien Net Leverage Ratio and Secured Net Leverage Ratio (other than, at in the request case of the Administrative Agentsuch unsecured indebtedness, the Borrower 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 in reasonable detail and shall provide the calculations and basis therefor and, subject to reclassification as Secured Net Leverage Ratio set forth in Section 10.16.13(a)) calculations in this Agreement from and after the date of effectiveness of such Incremental Facility (this clause (II), classify such Indebtedness as being the “Ratio Based Incremental Incurrence Basket”). For the avoidance of doubt, any amounts incurred under clause (i) or clause (ii) the Fixed Incremental Incurrence Basket concurrently with any amounts incurred under the Ratio Based Incremental Incurrence Basket will not count as Indebtedness for purposes of calculating the definition of Maximum Ratio Based Incremental Facilities AmountIncurrence Basket at such time. The Borrower may approach arrange for any such increase or tranche to be provided by one or more Lenders (each Lender so agreeing to participate in any Incremental Facility, an “Increasing Lender”), or any Person by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other than entity, an “Augmenting Lender”; provided that no Ineligible Institution or Disqualified Lender may be an Augmenting Lender and no existing Lender shall be required to be an Increasing Lender), which agree to participate in such Incremental Facility; provided that each Augmenting Lender, shall be subject to the approval of the Borrower and the Administrative Agent and if the Augmenting Lender is providing all or a natural Personportion of an Incremental Revolving Facility, each Issuing Bank and Swingline Lender. Any Incremental Facility shall be established pursuant to an amendment (or joinder documentation) to this Agreement (an “Incremental Amendment”), and as appropriate, the other Loan Documents, executed by the Borrower, each other Loan Party, each Lender agreeing to provide all or a portion of the New Loan Commitments, subject, if applicable, Incremental Facility (including Augmenting Lenders and Increasing Lenders) and the Administrative Agent (and subject to such Incremental Amendment being reasonably satisfactory to the proviso to Section 2.14(b); provided that Administrative Agent) and no consent of any Lender offered or approached to provide all or a portion of (other than the New Loan Commitments may elect or decline, Lenders participating in its sole discretion, to provide a New Loan Commitment. In each case, on each applicable Increased Amount Date (subject to Section 1.12), such New Loan Commitments the Incremental Facility) shall be subject required for the establishment of any Incremental Facility pursuant to this Section 2.20 or for amending this Agreement and any other Loan Document in connection therewith. The Incremental Facility created pursuant to this Section 2.20 (and any amendments to this Agreement and the Loan Documents in connection therewith) shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no Incremental Facility shall become effective under this paragraph unless, (i) no Event on the proposed date of Default the effectiveness of such Incremental Facility, the conditions set forth in paragraphs (except in connection with an acquisition or investment a) and (including any Permitted Acquisition or Investment), no Event b) of Default under Section 11.1 or Section 11.5) 4.02 shall exist on such Increased Amount Date be satisfied both before or and after giving effect to such New Loan CommitmentsIncremental Facility or waived by the Required Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower; provided that, as applicableif the proceeds of such Incremental Facility are used to consummate a Permitted Acquisition, the representations and subject warranties required to Section 1.12, be made in connection with such Incremental Facility shall be limited to the Specified Representations and (ii) the New Loan Commitments Administrative Agent shall be effected pursuant to one or more Joinder Agreements executed have received (i) documents consistent with those delivered on the Closing Date and delivered by the Borrower and Administrative Agent, and each of which shall be recorded in the Register and shall be subject Restatement Effective Date as to the requirements set forth in Section 5.4(e), corporate power and (iii) the Borrower shall make any payments required pursuant to Section 2.11 in connection with the New Loan Commitments, as applicable. No Lender shall have any obligation to provide any Commitments pursuant to this Section 2.14(a). Any New Term Loans shall, at the election authority of the Borrower to borrow hereunder after giving effect to such Incremental Facility and agreed such other documentation or opinions reasonably requested by the Administrative Agent and the Lenders of such Incremental Facility and (ii) Flood Documentation reasonably requested by the Administrative Agent (and in form and substance reasonably acceptable to by Lenders providing such New Loan Commitments, be designated as (athe Administrative Agent) 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. On and after the Increased Amount Date, Additional Revolving Credit Loans shall be designated a separate Series of Additional Revolving Credit Loans for all purposes of this Agreementwith respect to any Mortgaged Properties.

Incremental Facilities. (a) The So long as no Event of Default under Subsection 9.1 (a) or (f) exists or would arise therefrom, the Borrower mayshall have the right, by written notice at any time and from time to Administrative Agenttime after the Closing Date, elect (i) to request the establishment of new term loan commitments under one or more (x) additional tranches of new term loans or increases loan credit facilities to be included in Term Loans of any Class this Agreement (the commitments thereto, the “New Incremental Term Loan Commitments”), and (yii) increases in Revolving Credit Commitments to increase the Existing Term Loans by requesting new term loan commitments to be added to a Tranche of any Class Term Loans (the “New Revolving Credit Commitments”), and/or (z) additional tranches of Revolving Credit Commitments (the “Additional Revolving Credit Supplemental Term Loan Commitments” and, together with the New Revolving Credit Incremental Term Loan Commitments, the “Incremental Revolving Credit Commitments”); together with provided that, (i) the New Term Loan aggregate amount of Incremental Commitments permitted pursuant to this Subsection 2.8 shall not exceed, at the time the respective Incremental Commitment becomes effective (and after giving effect to the Incurrence of Indebtedness in connection therewith and the New Revolving Credit Commitments, the “New Loan Commitments”) by an aggregate amount not in excess application of the Maximum Incremental Facilities Amount in the aggregate and not less than $10,000,000 individually (or proceeds of any 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 Indebtedness to such daterefinance other Indebtedness), which may an amount that could then be Incurred in compliance with Subsection 8.1(b)(i), (ii) if any portion of an Incremental Commitment is to be incurred in Dollars, Euros or Pounds Sterling. In connection with the incurrence of any Indebtedness under this Section 2.14, at the request of the Administrative Agent, the Borrower 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 in reasonable detail and shall provide the calculations and basis therefor and, subject to reclassification as set forth in Section 10.1, classify such Indebtedness as being incurred under clause (i) or reliance on clause (ii) of the definition of “Maximum Incremental Facilities Amount. The ”, the Borrower may approach any Lender or any Person (other than shall have delivered a natural Person) to provide all or a portion of the New Loan Commitments, subject, if applicable, certificate to the proviso to Section 2.14(b); 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, on each applicable Increased Amount Date (subject to Section 1.12), such New Loan Commitments shall be subject to (i) no 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 Loan Commitments, as applicable, and subject to Section 1.12, (ii) 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 certifying compliance with the Register and shall be subject to the requirements financial test set forth in Section 5.4(e), such clause (together with calculations demonstrating compliance with such test) and (iii) if any portion of an Incremental Commitment is to be incurred in reliance on clause (i) of the definition of “Maximum Incremental Facilities Amount”, the Borrower shall make have delivered a certificate to the Administrative Agent, certifying the amount of the available basket in such clause to be used for the incurrence of such Incremental Commitment. Any loans made in respect of any payments required pursuant to Section 2.11 in connection with the New such Incremental Commitment (other than Supplemental Term Loan Commitments, as applicable) shall be made by creating a new Tranche. No Lender shall have any obligation to provide any Commitments Each Incremental Commitment made available pursuant to this Section 2.14(a). Any New Term Loans shall, Subsection 2.8 shall be in a minimum aggregate amount of at the election least $5,000,000 and in integral multiples of the Borrower and $1,000,000 in excess thereof (or in such lower minimum amounts or multiples as agreed to by Lenders providing such New Loan Commitments, be 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. On and after the Increased Amount Date, Additional Revolving Credit Loans shall be designated a separate Series of Additional Revolving Credit Loans for all purposes of this AgreementAdministrative Agent in its reasonable discretion).

Incremental Facilities. (a) The Borrower may(i) After the Restatement Effective Date and before the Final Term Loan Maturity Date (with respect to Term Loans), the Revolving Termination Date (with respect to Revolving Loans), as applicable, the Borrower, by written notice to the Administrative Agent, may request the establishment of (x) one or more (A) additional tranches of term loans or (B) increases (an “Incremental Term Loan Increase”) to an existing tranche of term loans (the commitments thereto, the “Incremental Term Loan Commitments”) and/or (y) one or more increases in the Revolving Commitments (the “Incremental Revolving Commitments”; together with the Incremental Term Loan Commitments, the “Incremental Loan Commitments”); provided that (x) each such request shall be for not less than $25,000,000 (or such lesser amount up to the Maximum Facilities Amount) and (y) after giving effect to each such request and the proposed use of proceeds thereof, the aggregate amount (the “Maximum Facilities Amount”) of the Facilities (which term, for the avoidance of doubt, shall be amended pursuant to the Incremental Commitment Agreement to include any additional tranches of term loans so requested, if applicable) shall not exceed the greater of (A) $3,000,000,000 and (B) an amount equal to 350% of Consolidated EBITDA, determined to give pro forma effect to any related transactions consummated concurrently therewith, for the mostly recently ended period of four consecutive fiscal quarters for which financial statements have been delivered pursuant to Section 6.1 (ii) after the Restatement Effective Date and before the Final Term Loan Maturity Date, the Borrower, by written notice to Administrative Agent, elect to may also request the establishment of one or more a synthetic letter of credit facility (x) additional tranches of term loans or increases in Term Loans of any Class (the “Incremental Synthetic L/C Facility”; the commitments thereto, the “New Term Loan Incremental Synthetic L/C Commitments”), (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 Incremental Loan Commitments, the “Incremental Revolving Credit Commitments”); together with the New Term Loan Commitments and the New Revolving Credit Commitments, the “New Loan Commitments”provided that (x) by an aggregate amount not in excess of the Maximum Incremental Facilities Amount in the aggregate and each such request shall be for not less than $10,000,000 individually 25,000,000 (or such lesser amount as (xup to the Maximum Incremental Synthetic Facility Amount) may be approved by the Administrative Agent or and (y) shall constitute after giving effect to each such request, the difference between aggregate principal amount (the “Maximum Incremental Facilities Synthetic Facility Amount”) of the Incremental Synthetic L/C Commitments shall not exceed $500,000,000. Each such notice shall specify the date (each, an “Increased Amount and all such New Loan Date”) on which the Borrower proposes that the Incremental Commitments obtained on or prior to such date)shall be effective, which may shall be incurred in Dollars, Euros or Pounds Sterling. In connection with a date not less than 10 Business Days after the incurrence of any Indebtedness under this Section 2.14, at the request of date on which such notice is delivered to the Administrative Agent, the Borrower 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 in reasonable detail and shall provide the calculations and basis therefor and, subject to reclassification as set forth in Section 10.1, classify such Indebtedness as being incurred under clause (i) or clause (ii) of the definition of Maximum Incremental Facilities Amount. The Borrower may approach any Lender or any Person (other than a natural Person) to provide or arrange all or a portion of the New Loan Incremental Commitments, subject, if applicable, to the proviso to Section 2.14(b); provided that any (i) no Lender offered or approached will be required to provide such Incremental Commitment, (ii) any entity providing all or a portion of the New Loan Incremental Commitments may elect other than a Lender, an affiliate of a Lender or declinean Approved Fund, in its sole discretion, to provide a New Loan Commitment. In each case, on each applicable Increased Amount Date (subject to Section 1.12), such New Loan Commitments shall be subject reasonably acceptable to the Administrative Agent (i) no 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 Loan Commitments, as applicable, and subject to Section 1.12, (ii) the New Loan Commitments shall be effected pursuant to one or more Joinder Agreements executed and delivered acceptance by the Borrower and Administrative Agent, and each of which shall Agent to not be recorded in the Register and shall be subject to the requirements set forth in Section 5.4(e), unreasonably withheld or delayed) and (iii) the Borrower shall make any payments required pursuant to Section 2.11 in connection with the New Loan Commitments, as applicable. No Lender shall have any obligation to provide any Commitments pursuant to this Section 2.14(a). Any New Term Loans shall, at the election entity providing all or a portion of the Borrower and agreed to by Lenders providing such New Loan CommitmentsIncremental Revolving Commitments other than a Lender, be designated as (a) a separate series (a “Series”) of New Term Loans for all purposes of this Agreement or (b) as part an affiliate of a Series of existing Term Loans for all purposes of this Agreement. On and after the Increased Amount DateLender or an Approved Fund, Additional Revolving Credit Loans shall be designated a separate Series of Additional Revolving Credit Loans for all purposes of this Agreementreasonably acceptable to each Issuing Lender (with such acceptance by the Issuing Lenders to not be unreasonably withheld or delayed).

Incremental Facilities. (a) The So long as no Event of Default under subsection 8.1(a) or (f) exists or would arise therefrom, the Borrower mayshall have the right, by written notice at any time and from time to Administrative Agenttime after the Effective Date, elect (i) to request the establishment of new term loan commitments under one or more (x) additional tranches of new term loans or increases loan credit facilities to be included in Term Loans of any Class this Agreement (the commitments thereto, the “New Incremental Term Loan Commitments”), (yii) increases in Revolving Credit Commitments to increase the Existing Term Loans by requesting new term loan commitments to be added to an Existing Tranche of any Class Term Loans (the “New Supplemental Term Loan Commitments”), (iii) to increase the Existing Revolving Credit Commitments by requesting new Revolving Loan Commitments be added to an Existing Tranche of Existing Revolving Commitments (the “Supplemental Revolving Commitments”), (iv) to request new commitments under one or more new revolving facilities to be included in this Agreement (the “Incremental Revolving Commitments”), and/or (zv) additional tranches to request new letter of Revolving Credit Commitments credit facility commitments under one or more new letter of credit facilities to be included in this Agreement (the “Additional Revolving Incremental Letter of Credit Commitments” and, together with the New Incremental Term Loan Commitments, Supplemental Term Loan Commitments, Supplemental Revolving Credit Commitments and the Incremental Revolving Commitments, the “Incremental Revolving Credit Commitments”; together with ), provided that, (i) the New Term Loan Commitments and the New Revolving Credit Commitments, the “New Loan Commitments”) by an aggregate amount of Incremental Commitments permitted pursuant to this subsection 2.9 shall not in excess of the Maximum Incremental Facilities Amount in the aggregate and not less than $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. In connection with the incurrence of any Indebtedness under this Section 2.14exceed, at the request time the respective Incremental Commitment becomes effective (and after giving effect to the Incurrence of Indebtedness in connection therewith and the application of proceeds of any such Indebtedness), an amount that could then be Incurred under this Agreement in compliance with subsection 7.1(b)(i), (ii) if any portion of an Incremental Commitment is to be Incurred in reliance on the Ratio Incremental Facility, the Borrower shall have delivered a certificate to the Administrative Agent, certifying compliance with the Borrower 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 in reasonable detail and shall provide the calculations and basis therefor and, subject to reclassification as financial test set forth in Section 10.1, classify such Indebtedness as being incurred under clause (itogether with calculations demonstrating compliance with such test) or and (iii) if any portion of an Incremental Commitment is to be Incurred in reliance on clause (ii) or (iii) of the definition of “Maximum Incremental Facilities Amount”, the Borrower shall have delivered a certificate to the Administrative Agent, certifying the amount of the available basket in such clause to be used for the Incurrence of such Incremental Commitment. The Borrower may approach Any Loans made in respect of any Lender or any Person such Incremental Commitment (other than a natural Person) to provide all or a portion of the New Loan Commitments, subject, if applicable, to the proviso to Section 2.14(b); provided that any Lender offered or approached to provide all or a portion of the New Supplemental Term Loan Commitments may elect or decline, in its sole discretion, to provide a New Loan Commitment. In each case, on each applicable Increased Amount Date (subject to Section 1.12), such New Loan Commitments and Supplemental Revolving Commitments) shall be subject to (i) no 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 Loan Commitments, as applicable, and subject to Section 1.12, (ii) the New Loan Commitments shall be effected pursuant to one or more Joinder Agreements executed and delivered made 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(e), and (iii) the Borrower shall make any payments required pursuant to Section 2.11 in connection with the New Loan Commitments, as applicablecreating a new Tranche. No Lender shall have any obligation to provide any Commitments Each Incremental Commitment made available pursuant to this Section 2.14(a). Any New Term Loans shall, subsection 2.9 shall be in a minimum aggregate amount of at the election least $10,000,000 and in integral multiples of the Borrower and $5,000,000 in excess thereof (or in such lower minimum amounts or multiples as agreed to by Lenders providing such New Loan Commitments, be 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. On and after the Increased Amount Date, Additional Revolving Credit Loans shall be designated a separate Series of Additional Revolving Credit Loans for all purposes of this AgreementAdministrative Agent in its reasonable discretion).

Incremental Facilities. (a) The Borrower maymay on one or more occasions, by written notice to Administrative 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”), (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 $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. In connection with the incurrence of any Indebtedness under this Section 2.14, at the request of the Administrative Agent, request (i) during the Revolving Availability Period, the establishment of Incremental Revolving Commitments and/or (ii) the establishment of Incremental Term Loan Commitments. Each such notice shall specify (A) the date on which the Borrower proposes that the Incremental Revolving Commitments or the Incremental Term Loan Commitments, as applicable, shall provide 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 a certificate certifying that Agent, and (B) the New 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 and, subject to reclassification as set forth in Section 10.1, classify such Indebtedness as being incurred under clause (i) or clause (ii) amount of the definition of Maximum Incremental Facilities Amount. The Borrower may approach any Lender Revolving Commitments or any Person (other than a natural Person) to provide all or a portion of the New Incremental Term Loan Commitments, subject, if as applicable, to the proviso to Section 2.14(b); provided being requested (it being agreed that (x) 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 each caseNotwithstanding anything herein to the contrary, on each applicable Increased Amount Date (subject to Section 1.12), such New the aggregate amount of all Incremental Revolving Commitments and Incremental Term Loan Commitments shall be subject to (i) no 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 Loan Commitments, as applicable, and subject to Section 1.12, (ii) 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(e), and (iii) the Borrower shall make any payments required pursuant to Section 2.11 in connection with the New Loan Commitments, as applicable. No Lender shall have any obligation to provide any Commitments established pursuant to this Section 2.14(a). Any New 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 shall, at and/or Incremental Revolving Commitments for purposes of netting cash and Permitted Investments in the election calculation of the Borrower and agreed Senior Secured Net Leverage Ratio), the Senior Secured Net Leverage Ratio shall not exceed 2.50 to by Lenders providing 1.00 (other than to the extent such New Incremental Revolving Commitments and/or Incremental Term Loan Commitments, be designated as Commitments are incurred pursuant to this clause (aB) a separate series concurrently with the incurrence of Incremental Revolving Commitments and/or Incremental Term Loan Commitments in reliance on clause (a “Series”A) of New 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 Loans Loan Commitments incurred in reliance on such clause (A)); provided that, for all purposes 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 Agreement or (b) as part of a Series of existing Term Loans for all purposes of this Agreement. On and after the Increased Amount Date, Additional Revolving Credit Loans shall be designated a separate Series of Additional Revolving Credit Loans for all purposes of this Agreementsentence.

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 or increases in Term Loans of any Class (the commitments thereto, the “New Term Loan Commitments”), (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 $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. In connection with the incurrence of any Indebtedness under this Section 2.14, at the request of the Administrative Agent, the Borrower 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 in reasonable detail and shall provide the calculations and basis therefor and, subject to reclassification as set forth in Section 10.1, classify such Indebtedness as being incurred under clause (iunderpursuant to the applicable clause(i) or clause (iiiis) of the definition of Maximum Incremental Facilities Amount. 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, subject, if applicable, to the proviso to Section 2.14(b); 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, on each applicable Increased Amount Date (subject to Section 1.12), such New Loan Commitments shall be subject to (i) no 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 Loan Commitments, as applicable, and subject to Section 1.12, (ii) 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(e), and (iii) the Borrower shall make any payments required pursuant to Section 2.11 in connection with the New Loan Commitments, as applicable. No Lender shall have any obligation to provide any Commitments pursuant to this Section 2.14(a). Any New Term Loans shall, at the election of the Borrower and agreed to by Lenders providing such New Loan Commitments, be 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. On and after the Increased Amount Date, Additional Revolving Credit Loans shall be designated a separate Series of Additional Revolving Credit Loans for all purposes of this Agreement.Maximum

Incremental Facilities. (a) The Borrower may, from time to time after the Closing Date, upon notice by written notice the Borrower to the Administrative Agent and the Person appointed by the Borrower to arrange an incremental Facility (such Person (who may be (i) the Administrative Agent or (ii) any other Person appointed by the Borrower after consultation with the Administrative Agent), elect the “Incremental Arranger”) specifying the proposed amount thereof, request (i) 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 request be increased hereunder (except as otherwise provided in clause (d) below with respect to amortization)) (each, a “Term Commitment Increase”), or (ii) the establishment addition of one or more new term loan facilities (x) additional tranches of term loans or increases in each, a “New Term Loans of Facility”; and any Class (advance made by a Lender thereunder, a “New Term Loan”; and the commitments theretothereof, the “New Term Loan Commitments”), (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 CommitmentsCommitment” and, 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 CommitmentsCommitment Increase, the “New Loan Commitments”) by in an aggregate amount not in excess to exceed the sum of the Maximum Incremental Facilities Amount in the aggregate and not less than $10,000,000 individually (or such lesser amount as (x) may be approved by the Administrative Agent or greater of (A) $950,000,000 and (B) 50% of Four Quarter Consolidated EBITDA (the “Cash-Capped Incremental Facility”), (y) shall constitute an unlimited amount (the difference between “Ratio-Based Incremental Facility”) so long as the Maximum Incremental Facilities Amount Leverage Requirement is satisfied and all such New Loan Commitments obtained on or prior (z) an amount equal to such date), which may be incurred in Dollars, Euros or Pounds Sterling. In connection with the incurrence of any Indebtedness under this Section 2.14, at the request of the Administrative Agent, the Borrower 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 in reasonable detail and shall provide the calculations and basis therefor and, subject to reclassification as set forth in Section 10.1, classify such Indebtedness as being incurred under clause (i) or clause (iiA) all voluntary prepayments of pari passu Term Loans (including, for the definition avoidance of Maximum Incremental Facilities Amount. The Borrower may approach doubt, any Lender or New Term Loans that are pari passu in right of payment and security with the Initial Term Loans) made pursuant to Section 2.05(a) and (B) all repurchases of pari passu Term Loans (including, for the avoidance of doubt, any Person (other than a natural PersonNew Term Loans) made pursuant to provide all or a portion of the New Loan Commitments, subject, if applicableterms hereof, to the proviso to Section 2.14(bextent not funded with the proceeds of long term Indebtedness (excluding, for the avoidance of doubt, proceeds of any revolving credit facility (including the ABL Debt)) (the “Prepayment-Based Incremental Facility”) (such sum, at any such time, the “Incremental Amount”); provided that any Lender offered or approached to provide all or such request for an increase shall be in a portion minimum amount of the lesser of (x) $5,000,000, and (y) the entire amount of any increase that may be requested under this Section 2.16; provided, further, that for purposes of any New Loan Commitments may elect or decline, in its sole discretion, to provide a New Loan Commitment. In each case, on each applicable Increased Amount Date (subject to Section 1.12), such New Loan Commitments shall be subject to (i) no 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 Loan Commitments, as applicable, and subject to Section 1.12, (ii) 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(e), and (iii) the Borrower shall make any payments required pursuant to Section 2.11 in connection with the New Loan Commitments, as applicable. No Lender shall have any obligation to provide any Commitments established pursuant to this Section 2.14(a). Any New Term Loans shall, at the election of the Borrower 2.16 and agreed Incremental Equivalent Debt incurred pursuant to by Lenders providing such New Loan Commitments, be 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. On and after the Increased Amount Date, Additional Revolving Credit Loans shall be designated a separate Series of Additional Revolving Credit Loans for all purposes of this Agreement.Section 2.17:

Incremental Facilities. (a) The Borrower may, from time to time after the Closing Date, upon notice by written notice the Borrower to the Administrative Agent and the Person appointed by the Borrower to arrange an incremental Facility (such Person (who (i) may be the Administrative Agent, elect if it so agrees, or (ii) any other Person appointed by the Borrower after consultation with the Administrative Agent; provided that such Person may not be an Affiliate of the Borrower), the “Incremental Arranger”) specifying the proposed amount, and currency denomination thereof, request (i) an increase in the Commitments under any Revolving Tranche (which shall be on the same terms as, and become part of, the Revolving Tranche proposed to request be increased) (a “Revolving Credit Commitment Increase”), (ii) an increase in any Term Loan Tranche then outstanding (which shall be on the establishment 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 (x) additional tranches of term loans or increases in Term Loans of each, a “New Revolving Facility” and, any Class (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 (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 Commitments”), (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 CommitmentsCommitment” and, and together with the Revolving Credit Commitment Increase, the New Revolving Credit Commitments, the “Incremental Revolving Credit Commitments”; together with the New Term Loan Commitments and the New Revolving Credit CommitmentsTerm Commitment Increase, the “New Loan Commitments”) by an aggregate amount not in excess to exceed at the time of such incurrence the Maximum Incremental Facilities Amount in the aggregate and not less than $10,000,000 individually (or such lesser amount as sum of (x) may be approved by the Administrative Agent greater of (1) the amount of $1,100,000,000 and (2) 75% of Consolidated EBITDA of the Borrower Parties for the four fiscal quarter period most recently then ended for which financial statements have been delivered pursuant to Section 6.01(a) or (b), as applicable, calculated on a Pro Forma Basis for such period , less amounts Incurred under Section 2.15(A) (and any Permitted Refinancings thereof (or successive Permitted Refinancings)) (the “Cash-Capped Incremental Facility”), (y) shall constitute an unlimited amount (the difference between “Ratio-Based Incremental Facility”) so long as the Maximum Incremental Facilities Amount First Lien Leverage Requirement is satisfied and (z) an amount equal to all such New Loan voluntary prepayments of pari passu Term Loans made pursuant to Section 2.05(a) and repurchases of pari passu Term Loans made pursuant to the terms hereof and voluntary prepayments of Revolving Credit Loans made pursuant to Section 2.05(a) to the extent accompanied by a corresponding, permanent reduction in the Revolving Credit Commitments obtained on or prior pursuant to such dateSection 2.06(a), which may be incurred in Dollarseach case, Euros or Pounds Sterling. In connection to the extent not funded with the incurrence proceeds of any long term Indebtedness under this Section 2.14, at the request of the Administrative Agent, the Borrower 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 in reasonable detail and shall provide the calculations and basis therefor and, subject to reclassification as set forth in Section 10.1, classify such Indebtedness as being incurred under clause (i) or clause (ii) of the definition of Maximum Incremental Facilities Amount. 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, subject, if applicable, to the proviso extent funded with the identifiable unused proceeds of a borrowing made pursuant to the Cash-Capped Incremental Facility within three months from the date of incurrence thereof) less amounts Incurred under Section 2.14(b2.15(C) (and any Permitted Refinancings thereof (or successive Permitted Refinancings)) (the “Prepayment-Based Incremental Facility”) (such sum, at any such time, the “Incremental Amount”); provided that any Lender offered or approached to provide all or such request for an increase shall be in a portion minimum amount of the lesser of (x) $20,000,000 (or equivalent amount) and (y) the entire amount of any increase that may be requested under this Section 2.14; provided, further, that for purposes of any New Loan Commitments may elect or decline, in its sole discretion, established pursuant to provide a New Loan Commitment. In each case, on each applicable Increased Amount Date (subject this Section 2.14 and Incremental Equivalent Debt issued pursuant to Section 1.12), such New Loan Commitments shall be subject to (i) no 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 Loan Commitments, as applicable, and subject to Section 1.122.15, (ii) 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(e), and (iiiA) the Borrower shall make any payments required pursuant be deemed to Section 2.11 in connection with have used amounts under the Prepayment-Based Incremental Facility, if any, prior to utilization of the Cash-Capped Incremental Facility and the Ratio-Based Incremental Facility, and the Borrower shall be deemed to have used the Ratio-Based Incremental Facility (to the extent permitted by the pro forma calculation of the Consolidated First Lien Net Leverage Ratio) prior to utilization of the Cash-Capped Incremental Facility, (B) New Loan Commitments, as applicable. No Lender shall have any obligation to provide any Commitments pursuant to this Section 2.14(a2.14 and Incremental Equivalent Debt pursuant to Section 2.15 may be incurred under the Ratio-Based Incremental Facility (to the extent permitted by the pro forma calculation of the Consolidated First Lien Net Leverage Ratio). Any New Term Loans shall, the Cash-Capped Incremental Facility and the Prepayment-Based Incremental Facility, and proceeds from any such incurrence may be utilized in a single transaction by first calculating the incurrence under the Prepayment-Based Incremental Facility (without inclusion of any amounts utilized pursuant to the Ratio-Based Incremental Facility or the Cash-Capped Incremental Facility), then calculating the incurrence under the Ratio-Based Incremental Facility (without inclusion of any amounts utilized pursuant to the Cash-Capped Incremental Facility) and then calculating the incurrence under the Cash-Capped Incremental Facility and (C) the Borrower may redesignate all or any portion of Indebtedness originally designated as incurred under the Cash-Capped Incremental Facility as having been incurred under the Ratio-Based Incremental Facility so long as, at the election time of such redesignation, the Borrower and agreed would be permitted to incur the aggregate principal amount of Indebtedness being so redesignated under the Ratio-Based Incremental Facility (which, for the avoidance of doubt, shall have the effect of increasing the Cash-Capped Incremental Facility by Lenders providing the amount of such redesignated Indebtedness). The Borrower may designate any Incremental Arranger of any New Loan Commitments, be designated Commitments with such titles under the New Loan Commitments 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. On and after the Increased Amount Date, Additional Revolving Credit Loans shall be designated a separate Series of Additional Revolving Credit Loans for all purposes of this AgreementBorrower may deem appropriate.

Incremental Facilities. (a) The Lead Borrower may, from time to time after the Third Restatement Effective Date, by written notice to the Administrative AgentAgent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), elect to request the establishment of one or more (x) additional tranches of term loans or increases in Term Loans of any Class hereunder (the commitments theretocollectively, the “New Incremental Term Loan CommitmentsLoans”), (y) increases in Revolving Credit Commitments of any Class (the “New Revolving Credit Commitments”), and/or (z) or one or more additional tranches of Revolving Credit Commitments revolving commitments hereunder (collectively, the “Additional Incremental Revolving Credit Commitments” and, together with the New Revolving Credit Commitmentsany Incremental Term Loans, the “Incremental Revolving Credit CommitmentsFacilities”; 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 $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. In connection with the incurrence of any Indebtedness under this Section 2.14, at the request of the Administrative Agent, the Borrower 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 in reasonable detail and shall provide the calculations and basis therefor and, subject to reclassification as set forth in Section 10.1, classify such Indebtedness as being incurred under clause (i) or clause (ii) of the definition of Maximum Incremental Facilities Amount. 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, subject, if applicable, to the proviso to Section 2.14(b); 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, on each applicable Increased Amount Date (subject to Section 1.12), such New Loan Commitments shall be subject to (i) both at the time of any such request and at the time that any such Incremental Facilities are entered into, no Default or Event of Default (except in connection with an acquisition shall have occurred and be continuing 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 Loan Commitments, as applicable, and subject to Section 1.12would result therefrom, (ii) the New Loan Commitments shall be effected aggregate amount of such Incremental Facilities, taken together with all Incremental Facilities previously incurred pursuant to one or more Joinder Agreements executed this Section 2.20 and delivered by the Borrower and Administrative Agentaggregate amount of Commitment Increases made pursuant to Section 2.19, and each of which shall be recorded in the Register and shall be subject to the requirements set forth in Section 5.4(e)does not exceed $500,000,000, and (iii) the Borrower final stated maturity date of such tranche of Incremental Facilities shall make any payments required pursuant to Section 2.11 not be earlier than the Maturity Date in connection effect at the time such Incremental Facilities are entered into, (iv) such tranche of Incremental Facilities shall rank pari passu in right of payment with the New Loan CommitmentsRevolving Loans, (v) such Incremental Facilities shall not be, and shall not be permitted to be, guaranteed by any Subsidiary of Parent that is not a Guarantor under this Agreement and (vi) the terms, conditions and documentation governing such Incremental Facilities (including, without limitation, all representations, covenants, defaults, guaranties and remedies, but excluding economic terms), taken as applicable. No Lender a whole, shall have any obligation be substantially the same as, or less favorable to provide any Commitments pursuant the Lenders or Additional Lenders (as defined below) providing such Incremental Facilities, than those terms and conditions applicable to this Section 2.14(athe Lenders with respect to the Revolving Loans (except for covenants or other provisions applicable only to periods after the latest Maturity Date of the Revolving Loans). Any New Term Loans Incremental Facilities shall, at the election of the Borrower and agreed to by Lenders providing such New Loan CommitmentsLead Borrower, be designated as (a) a separate series (a “Series”) of New Term Loans for all purposes of this Agreement available in dollars or (b) as part of a Series of existing Term Loans for all purposes of this Agreement. On and after the Increased Amount Date, Additional Revolving Credit Loans shall be designated a separate Series of Additional Revolving Credit Loans for all purposes of this Agreementin one or more Alternative Currencies.

Incremental Facilities. (a) The Parent Borrower may, by written notice to the Administrative AgentAgent at any time prior to the Maturity Date, elect request Incremental Term Loans and/or Incremental Revolving Commitments in an aggregate amount not to request exceed the establishment of Incremental Amount from one or more Incremental Term Lenders and/or Incremental Revolving Lenders (which may include any existing Lender, it being understood each existing Lender shall have no obligation to participate in any Incremental Facility) willing to provide such Incremental Term Loans and/or Incremental Revolving Loans, as the case may be; provided, that each Incremental Term Lender and/or Incremental Revolving Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent and, in the case of Incremental Revolving Lenders only, the Issuing Bank and the Swingline Lender (which approval shall, in either case, not be unreasonably withheld). Such notice shall set forth (i) the amount of the Incremental Term Loans and/or Incremental Revolving Commitments being requested (which shall be (x) additional tranches with respect to Incremental Term Loans, in minimum increments of term loans or increases in Term Loans of any Class (the commitments thereto, the “New Term Loan Commitments”)$50,000,000, (y) increases with respect to Incremental Revolving Commitments, in minimum increments of $10,000,000 or (z) equal to the remaining Incremental Amount), (ii) the date, which shall be a Business Day, on which such Incremental Term Loans are requested to be made and/or Incremental Revolving Credit Commitments of any Class are requested to become effective (the “New Increased Amount Date”) pursuant to an Incremental Facility Activation Notice, (iii) whether such Incremental Term Loans and/or Incremental Revolving Credit Commitments are to be loans on the same terms as the outstanding Term Loans and/or Revolving Commitments or loans with terms different from the outstanding Term Loans and/or Revolving Commitments”), (iv) the use of proceeds for such Incremental Term Loan and/or Incremental Revolving Commitment and (zv) additional tranches of Revolving Credit Commitments (the “Additional Revolving Credit Commitments” and, together pro forma financial statements demonstrating compliance on a pro forma basis 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 $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. In connection with the incurrence of any Indebtedness under this Section 2.14, at the request of the Administrative Agent, the Borrower 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 in reasonable detail and shall provide the calculations and basis therefor and, subject to reclassification as financial covenants set forth in Section 10.1, classify such Indebtedness as being incurred under clause (i) or clause (ii) of the definition of Maximum Incremental Facilities Amount. 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, subject, if applicable, to the proviso to Section 2.14(b); 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, on each applicable Increased Amount Date (subject to Section 1.12), such New Loan Commitments shall be subject to (i) no 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 Sections 6.10 and 6.11 after giving effect to such New Incremental Term Loan Commitments, and/or Incremental Revolving Commitments and the Loans to be made thereunder and the application of the proceeds therefrom (including by giving pro forma effect to any Permitted Acquisition including aggregate consideration in excess of $25,000,000 financed thereby) as applicable, if made and subject to Section 1.12, (ii) applied on the New Loan Commitments shall be effected pursuant to one or more Joinder Agreements executed and date of the most-recent financial statements of the Parent Borrower 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(e), and (iii) the Borrower shall make any payments required pursuant to Section 2.11 in connection with the New Loan Commitments, as applicable. No Lender shall have any obligation to provide any Commitments pursuant to this Section 2.14(a). Any New Term Loans shall, at the election of the Borrower and agreed to by Lenders providing such New Loan Commitments, be 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. On and after the Increased Amount Date, Additional Revolving Credit Loans shall be designated a separate Series of Additional Revolving Credit Loans for all purposes of this Agreement5.01.

Incremental Facilities. (a) The Borrowers may (on a joint and several basis), from time to time after the Closing Date, upon notice by the Borrower mayRepresentative to the Administrative Agent (who shall promptly notify the applicable Lenders, by written notice which, for the avoidance of doubt, do not need to Administrative Agentbe all Lenders under any Tranche and may be new lenders not currently Lenders hereunder) specifying the proposed amount thereof, elect request (i) an increase in the Commitments under any Revolving Tranche (which shall be on the same terms as, and become part of, the Revolving Tranche proposed to request be increased) (a “Revolving Credit Commitment Increase”), (ii) an increase in any Term Loan Tranche then outstanding (which shall be on the establishment 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”) and (iii) the addition of one or more new term loan facilities to the Facilities (x) additional tranches of term loans or increases in each, a “New Term Loans of Facility”; and any Class (advance made by a Lender thereunder, a “New Term Loan”; and the commitments theretothereof, the “New Term Loan Commitments”), (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 CommitmentsCommitment” and, and together with the New Revolving Credit Commitments, the “Incremental Revolving Credit Commitments”; together with the New Term Loan Commitments Commitment Increase and the New Revolving Credit CommitmentsTerm Commitment 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 $10,000,000 individually (or such lesser amount as to exceed (x) may be approved by a Dollar Amount equal to the Administrative Agent or greater of (A) $783,000,000 and (B) 100% of the EBITDA Grower Amount (the “Cash-Capped Incremental Facility”) plus (y) shall constitute an unlimited amount (the difference between “Ratio-Based Incremental Facility”) so long as the Maximum Leverage Requirement is satisfied plus (z) an amount equal to (i) (A) all voluntary prepayments of Term Loans (including, for the avoidance of doubt, any New Term Loans that are pari passu in right of payment and security with the then-outstanding Term Loans) made pursuant to Section 2.05(a) and (B) all redemptions, repurchases and cancellations of Term Loans (including, for the avoidance of doubt, any New Term Loans that are pari passu in right of payment and security with the then-outstanding Term Loans) made pursuant to the terms hereof (with credit given for the principal amount of the Loans so repurchased or canceled) and (ii) voluntary prepayments of Revolving Credit Loans made pursuant to Section 2.05(a) to the extent accompanied by a corresponding, permanent reduction in the Revolving Credit Commitments pursuant to Section 2.06(a), in each case, to the extent not funded with the proceeds of long term Indebtedness (excluding any revolving credit facilities (including the Revolving Credit Facility)) (the “Prepayment-Based Incremental Facilities Facility”) (such amounts described in clauses (x) through (z), at any such time, the “Incremental Amount”); provided that (i) no payment or bankruptcy Event of Default (subject to Section 1.02(i)) would exist after giving effect to any such request and (ii) any such request for an increase shall be in a minimum amount of the lesser of (x) a Dollar Amount of $20,000,000 and all (y) the entire amount of any increase that may be requested under this Section 2.14; provided, further, that for any New Loan Commitments established pursuant to this Section 2.14 and New Incremental Notes issued pursuant to Section 2.17, (A) at the Borrowers’ option, the Borrowers shall be deemed to have used amounts under the Ratio-Based Incremental Facility (to the extent compliant therewith), prior to utilization of the Prepayment-Based Incremental Facility and the Cash-Capped Incremental Facility, and the Borrowers shall be deemed to have used the Prepayment-Based Incremental Facility prior to utilization of the Cash-Capped Incremental Facility, (B) such New Loan Commitments obtained on or prior to and such date), which New Incremental Notes may be incurred under the Ratio-Based Incremental Facility (to the extent compliant therewith), the Cash-Capped Incremental Facility and the Prepayment-Based Incremental Facility, and proceeds from any such incurrence may be utilized in Dollarsa single transaction or series of related transactions by, Euros or Pounds Sterling. In connection with at Borrowers’ option, first calculating the incurrence under the Ratio-Based Incremental Facility (without inclusion of any Indebtedness under this Section 2.14, at amounts substantially concurrently utilized pursuant to the request of the Administrative AgentCash-Capped Incremental Facility, the Borrower shall provide to the Administrative Agent a certificate certifying that the New Loan Commitments do not exceed the Maximum Prepayment-Based Incremental Facilities Amount, which certificate shall be in reasonable detail and shall provide the calculations and basis therefor and, subject to reclassification as set forth in Section 10.1, classify such Indebtedness as being Facility or any amounts substantially concurrently incurred under clause (i) or clause (ii) of the definition of Maximum Incremental Facilities Amount. The Borrower may approach any Lender or any Person Section 7.03 (other than a natural Personany Permitted Additional Debt) and then calculating the incurrence under the Prepayment-Based Incremental Facility (without inclusion of any amounts utilized pursuant to provide the Cash-Capped Incremental Facility) and then calculating the incurrence under the Cash-Capped Incremental Facility and (C) unless the Borrowers elect otherwise, all or a any portion of Indebtedness originally designated as incurred under the New Loan Commitments, subject, if applicable, Cash-Capped Incremental Facility or the Prepayment-Based Incremental Facility shall automatically be deemed to have been incurred under the proviso Ratio-Based Incremental Facility from and after the first date on which the Borrowers would be permitted to Section 2.14(b); provided that any Lender offered or approached to provide incur 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, on each applicable Increased Amount Date (subject to Section 1.12), such New Loan Commitments shall be subject to (i) no 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 Loan Commitmentsportion, as applicable, and subject to Section 1.12of the aggregate principal amount of such Indebtedness under the Ratio-Based Incremental Facility (which, (ii) for the New Loan Commitments avoidance of doubt, shall be effected pursuant to one or more Joinder Agreements executed and delivered by have the Borrower and Administrative Agent, and each effect of which shall be recorded in increasing the Register and shall be subject to Cash-Capped Incremental Facility and/or the requirements set forth in Section 5.4(e), and (iii) the Borrower shall make any payments required pursuant to Section 2.11 in connection with the New Loan CommitmentsPrepayment-Based Incremental Facility, as applicable. No Lender shall have any obligation to provide any Commitments pursuant to this Section 2.14(a, by the amount of such redesignated Indebtedness). Any New Term Loans shallAt the time of sending such notice to the applicable Lenders, at the election of the Borrower and agreed Representative (in consultation with the Administrative Agent) shall specify the time period within which each applicable Lender is requested to by Lenders providing respond (which, unless the Administrative Agent otherwise agrees, shall in no event be less than ten Business Days from the date of delivery of such New Loan Commitments, be 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. On and after the Increased Amount Date, Additional Revolving Credit Loans shall be designated a separate Series of Additional Revolving Credit Loans for all purposes of this Agreementnotice).

Incremental Facilities. (a) The Lead Borrower may, by written notice may from time to Administrative Agent, time elect to request increase the establishment of one Revolving Commitments or more (x) make additional tranches of term loans or increases in Term Loans of any Class (the commitments thereto, the “New Term Loan Commitments”), (y) increases in Revolving Credit Commitments of any Class (the “New Revolving Credit Commitments”), and/or (z) additional tranches of Revolving Credit Commitments (such increased and/or additional Revolving Commitments, an “Incremental Revolving Commitment” and the loans thereunder, “Additional Incremental Revolving Credit CommitmentsLoans” and, together with the New Incremental Revolving Credit Commitments, an “Incremental Revolving Facility”) or enter into one or more tranches of Term Loans or increase outstanding Term Loans (each an “Incremental Term Loan” and together with the Incremental Revolving Facility hereinafter collectively referred to as “Incremental Facilities,” as applicable), in each case in minimum increments of $10,000,000 so long as, after giving effect thereto, the aggregate amount of all such Incremental Facilities incurred pursuant to this Section 2.20 does not exceed the sum of (I) the sum of (x) $600,000,000 plus (y) all voluntary prepayments of any outstanding Term Loans prior to the incurrence of such Incremental Facility, to the extent such prepayments are not funded with the proceeds of long-term Indebtedness minus (z) the aggregate principal amount of Indebtedness outstanding pursuant to Section 6.03(i) hereof at such time (this clause (I), the “Fixed Incremental Incurrence Basket”) and (II) any additional amounts so long as immediately after giving pro forma effect to the establishment of such Incremental Facility (and assuming any such Incremental Revolving Credit Commitments”; together with the New Term Loan Commitments are fully drawn) and the New Revolving Credit Commitmentsuse of proceeds thereunder, the “New Loan Commitments”) by an aggregate amount not in excess First Lien Net Leverage Ratio at the time such Indebtedness is incurred is not, on a pro forma basis, greater than 3.00:1.00; provided that any Indebtedness under such Incremental Facility that ranks junior to the liens securing the Initial Term A Loans or that are unsecured shall be treated as Consolidated First Lien Debt for purposes of calculating the Maximum First Lien Net Leverage Ratio to determine whether such Incremental Facilities Amount in the aggregate and not less than $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 Facility may be incurred in Dollars, Euros or Pounds Sterling. In connection with the incurrence of any Indebtedness under pursuant to this Section 2.142.20 and for all other First Lien Net Leverage Ratio and Secured Net Leverage Ratio (other than, at in the request case of the Administrative Agentsuch unsecured indebtedness, the Borrower 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 in reasonable detail and shall provide the calculations and basis therefor and, subject to reclassification as Secured Net Leverage Ratio set forth in Section 10.16.13(a)) calculations in this Agreement from and after the date of effectiveness of such Incremental Facility (this clause (II), classify such Indebtedness as being the “Ratio Based Incremental Incurrence Basket”); provided, however, that aggregate principal amount of any Incremental Revolving Facility that constitutes a Foreign Subfacility, together with the aggregate principal amount of any Initial Revolving Facility, other Incremental Revolving Facility and/or Replacement Revolving Facility that constitutes a Foreign Subfacility, shall not exceed the Foreign Borrower Sublimit. For the avoidance of doubt, any amounts incurred under clause the Fixed Incremental Incurrence Basket concurrently with any amounts incurred under the Ratio Based Incremental Incurrence Basket will not count as Indebtedness for purposes of calculating the Ratio Based Incremental Incurrence Basket at such time. The Lead Borrower may arrange for any such increase or tranche to be provided by one or more Lenders (i) each Lender so agreeing to participate in any Incremental Facility, an “Increasing Lender”), or clause by one or more new banks, financial institutions or other entities (ii) each such new bank, financial institution or other entity, an “Augmenting Lender”; provided that no Ineligible Institution or Disqualified Institution may be an Augmenting Lender and no existing Lender shall be required to be an Increasing Lender), which agree to participate in such Incremental Facility; provided that each Augmenting Lender shall be subject to the approval of the definition Lead Borrower and the Administrative Agent and if the Augmenting Lender is providing all or a portion of Maximum an Incremental Facilities AmountRevolving Facility, each Issuing Bank and Swingline Lender. The Borrower may approach any Any Incremental Facility shall be established pursuant to an amendment (or joinder documentation) to this Agreement (an “Incremental Amendment”), and as appropriate, the other Loan Documents, executed by the Domestic Borrowers, each other Loan Party, each Lender or any Person (other than a natural Person) agreeing to provide all or a portion of the New Loan Commitments, subject, if applicable, Incremental Facility (including Augmenting Lenders and Increasing Lenders) and the Administrative Agent (and subject to such Incremental Amendment being reasonably satisfactory to the proviso to Section 2.14(b); provided that Administrative Agent) and no consent of any Lender offered or approached to provide all or a portion of (other than the New Loan Commitments may elect or decline, Lenders participating in its sole discretion, to provide a New Loan Commitment. In each case, on each applicable Increased Amount Date (subject to Section 1.12), such New Loan Commitments the Incremental Facility) shall be subject required for the establishment of any Incremental Facility pursuant to this Section 2.20 or for amending this Agreement and any other Loan Document in connection therewith. The Incremental Facility created pursuant to this Section 2.20 (and any amendments to this Agreement and the Loan Documents in connection therewith) shall become effective on the date agreed by the Lead Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no Incremental Facility shall become effective under this paragraph unless, (i) no Event on the proposed date of Default the effectiveness of such Incremental Facility, the conditions set forth in paragraphs (except in connection with an acquisition or investment a) and (including any Permitted Acquisition or Investment), no Event b) of Default under Section 11.1 or Section 11.5) 4.02 shall exist on such Increased Amount Date be satisfied both before or and after giving effect to such New Loan CommitmentsIncremental Facility or waived by the Required Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Lead Borrower; provided that, as applicableif the proceeds of such Incremental Facility are used to consummate a Permitted Acquisition, the representations and subject warranties required to Section 1.12, be made in connection with such Incremental Facility shall be limited to the Specified Representations and (ii) the New Loan Commitments Administrative Agent shall be effected pursuant have received documents consistent with those delivered on the Closing Date as to one the corporate power and authority of the Domestic Borrowers to borrow hereunder after giving effect to such Incremental Facility and such other documentation or more Joinder Agreements executed and delivered opinions reasonably requested by the Borrower Administrative Agent and Administrative Agent, and each the Lenders of which shall be recorded in the Register and shall be subject to the requirements set forth in Section 5.4(e), and (iii) the Borrower shall make any payments required pursuant to Section 2.11 in connection with the New Loan Commitments, as applicable. No Lender shall have any obligation to provide any Commitments pursuant to this Section 2.14(a). Any New Term Loans shall, at the election of the Borrower and agreed to by Lenders providing such New Loan Commitments, be 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. On and after the Increased Amount Date, Additional Revolving Credit Loans shall be designated a separate Series of Additional Revolving Credit Loans for all purposes of this AgreementIncremental Facility.

Incremental Facilities. (a) The Borrower At any time the Borrower, may, by written notice to Administrative Agentif it so elects, elect to (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 or increases in (each, an “Incremental Term Loans of any Class (the commitments thereto, the “New Term Loan Commitments”), (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 CommitmentsFacility” and, together with the New Incremental Revolving Credit CommitmentsIncreases, the “Incremental Revolving Credit CommitmentsFacilities”; together ), either by designating one or more financial institutions not theretofore a Lender (each, a “New Lender”) to become a Lender (such designation to be effective only 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 $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. In connection with the incurrence of any Indebtedness under this Section 2.14, at the request written consent 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 shall provide and such Lender or other financial institution of an instrument in form reasonably satisfactory to the Administrative Agent a certificate certifying that providing for such new or increased Commitment, addressing the New Loan Commitments do not exceed the Maximum Incremental Facilities Amountother matters related thereto contemplated in this Section, which certificate shall be in reasonable detail and shall provide the calculations and basis therefor and, subject with respect to reclassification 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 Section 10.1such instrument with all the rights and obligations of a Lender with such a Commitment hereunder, classify the commitments of Lenders agreeing to provide such Indebtedness as being incurred under clause (i) or clause (ii) of the definition of Maximum Incremental Facilities Amount. The Borrower may approach shall become “Commitments” hereunder and any Lender or any Person (other than a natural Person) to provide all or a portion of the New Loan CommitmentsIncremental Facilities shall, subjectwhen made, if applicable, to the proviso to Section 2.14(b)constitute “Loans” under this Agreement; 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, on each applicable Increased Amount Date (subject to Section 1.12), such New Loan Commitments shall be subject to (i) no 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 Loan Commitments, as applicable, and subject to Section 1.12, (ii) 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(e), and (iii) the Borrower shall make any payments required pursuant to Section 2.11 in connection with the New Loan Commitments, as applicable. No Lender shall have any obligation to provide any Commitments pursuant to this Section 2.14(a). Any New Term Loans shall, at the election of the Borrower and agreed to by Lenders providing such New Loan Commitments, be 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. On and after the Increased Amount Date, Additional Revolving Credit Loans shall be designated a separate Series of Additional Revolving Credit Loans for all purposes of this Agreement.that:

Incremental Facilities. (a) The Borrower may, on no more than five occasions, by written notice to the Administrative Agent, elect to request the establishment of (i) one or more (x) additional tranches of term loans or increases in Term Loans the amount of any Class (the commitments thereto, the “New Term Loan Commitments”), (y) increases in Revolving Credit Commitments of any Class (the “New Revolving Credit Commitments”)each such increase, and/or (z) additional tranches of Revolving Credit Commitments (the “Additional Revolving Credit Commitments” and, together with the New Revolving Credit Commitments, the an “Incremental Revolving Credit CommitmentsCommitment Increase”; together with ) and/or (ii) the New establishment of Incremental Term Commitments (which may be in the form of increases to any existing Term Loans or new Term Loan tranches), in each case in a minimum amount of $5,000,000, provided that the aggregate amount of all the Incremental Revolving Commitment Increases and Incremental Term Commitments to be established hereunder on any date shall not exceed the sum of (A) the Incremental Base Amount as of such date plus (B) assuming that the full amount of such Incremental Revolving Commitment Increases and/or such Incremental Term Commitments have been funded as Loans on such date, an additional aggregate amount, such that, after giving pro forma effect to the establishment of any Incremental Revolving Commitment Increases and/or Incremental Term Commitments and the New Revolving Credit Commitments, the “New Loan Commitments”) by an aggregate amount not in excess use of the Maximum Incremental Facilities Amount in the aggregate and not less than $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. In connection with the incurrence of any Indebtedness under this Section 2.14, at the request of the Administrative Agentproceeds thereof, the Borrower shall provide be in pro forma compliance, recomputed as of the last day of the most recently ended Test Period for which financial statements have been delivered pursuant to Section 5.01(a) or 5.01(b) (or, prior to the Administrative Agent delivery of any such financial statements, the last day of the last fiscal quarter included in the Latest Financial Statements), with a certificate certifying Total Leverage Ratio that is no greater than 3.50:1.00; provided further that the New 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 and, subject Borrower may elect to reclassification as set forth in Section 10.1, classify such Indebtedness as being incurred under use clause (iB) above (in whole or clause (iiin part) of the definition of Maximum Incremental Facilities Amount. The Borrower may approach any Lender or any Person (other than a natural Person) prior to provide using all or a portion of clause (A), or combine the New Loan use of clauses (A) and (B), and, if clauses (A) and (B) are available at the time of such incurrence and the Borrower does not make an election, the Borrower will be deemed to have elected to use clause (B) first. Each such notice shall specify (1) the date on which the Borrower proposes that the Incremental Revolving Commitment Increases or the Incremental Term Commitments, subject, if as applicable, to shall be effective, and (2) the proviso to Section 2.14(b); provided amount of the Incremental Revolving Commitment Increase or Incremental Term Commitments, as applicable, being requested (it being agreed that (x) any Lender offered or approached to provide all any Incremental Revolving Commitment Increase or a portion of the New Loan Commitments Incremental Term Commitment may elect or decline, in its sole discretion, to provide a New Loan Commitment. In each case, on each applicable Increased Amount Date (subject to Section 1.12), such New Loan Commitments shall be subject to (i) no Event of Default (except in connection with an acquisition Incremental Revolving Commitment Increase 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 Loan Incremental Term Commitments, as applicable, and subject to Section 1.12, (ii) 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(e), and (iiiy) the Borrower shall make any payments not be required pursuant to Section 2.11 in connection with the New Loan Commitments, as applicable. No Lender shall have any obligation approach existing Lenders first to provide any Commitments pursuant Incremental Revolving Commitment Increase or Incremental Term Commitment or offer any existing Lenders a right of first refusal to this Section 2.14(a). Any New provide any Incremental Revolving Commitment Increase or Incremental Term Loans shallCommitment and (z) any Person that the Borrower proposes to become a Lender under any Incremental Term Commitment or Incremental Revolving Commitment Increase, at the election if such Person is not then a Lender, must be an Eligible Assignee and, if any consent of the Borrower and agreed Administrative Agent would be required for an assignment of Loans or Commitment to by Lenders providing such New Loan CommitmentsLender, must be designated as (a) reasonably acceptable to the Administrative Agent and, in the case of any proposed Incremental Revolving Commitment Increase, if any consent of each Issuing Bank would be required for an assignment of Revolving Loans or 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. On and after the Increased Amount DateRevolving Commitment to such Lender, Additional Revolving Credit Loans shall be designated a separate Series of Additional Revolving Credit Loans for all purposes of this Agreementeach Issuing Bank).

Incremental Facilities. (a) The Borrower may, by written notice to Administrative Agent, elect to request the establishment of and any one or more Lenders (xincluding New Lenders) additional tranches may from time to time agree that such Lenders shall make, obtain or increase the amount of term loans or increases in their Incremental Term Loans of any Class (the commitments thereto, the an “New Incremental Term Loan CommitmentsFacility”), (y) increases in or Revolving Credit Commitments of any Class (the “New Revolving Credit Commitments”), and/or (z) additional tranches of Revolving Credit Commitments (the “Additional Increased Revolving Credit Commitments” and, together with the New Revolving Credit Commitments, the “Incremental Revolving Credit Commitments”; together with the New any Incremental Term Loan Commitments and the New Revolving Credit CommitmentsFacility, the “New Loan CommitmentsIncremental Facilities”) by an aggregate amount not in excess of the Maximum Incremental Facilities Amount in the aggregate and not less than $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 Dollarsas applicable, Euros or Pounds Sterling. In connection with the incurrence of any Indebtedness under this Section 2.14, at the request of the Administrative Agent, the Borrower shall provide by executing and delivering to the Administrative Agent a certificate certifying that the New 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 and, subject to reclassification as set forth in Section 10.1, classify such Indebtedness as being incurred under clause an Increased Facility Activation Notice specifying (i) or clause the amount of such increase, (ii) of the definition of Maximum Incremental Facilities Amount. 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, subject, if applicable, to the proviso to Section 2.14(b); 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, on each applicable Increased Amount Date Facility Closing Date, (subject to Section 1.12)iii) in the case of Incremental Term Loans, (x) the applicable Incremental Term Maturity Date, (y) the amortization schedule for such New Loan Commitments shall be subject to Incremental Term Loans, and (z) the Applicable Margin for such Incremental Term Loans; provided, that (i) no Event of Default (except in connection with an acquisition exists or investment (including any Permitted Acquisition or Investment), no Event of Default under Section 11.1 or Section 11.5) shall would exist on such Increased Amount Date before or after giving effect to such New Loan Commitments, as applicable, and subject to Section 1.12Incremental Facility, (ii) on a pro forma basis after giving effect to the New Loan incurrence of any such Incremental Facility (assuming, if such Incremental Facility consists of Increased Revolving Commitments, such Increased Revolving Commitments are fully drawn as of such date) and after giving effect to other permitted pro forma adjustment events and any repayments of Indebtedness after the beginning of the relevant period but prior to or simultaneous with the incurrence of such Incremental Facility, (x) the Borrower shall be effected pursuant in compliance with the financial covenants set forth in Section 7.1 recomputed as of the last day of the fiscal quarter of the Borrower then most recently ended for which financial statements described in Section 6.1(a) or (b) have been delivered, (y) the Consolidated First Lien Leverage Ratio of the Borrower and its Restricted Subsidiaries as of the end of such fiscal quarter shall be no greater than 3.00:1.00 and (z) the Consolidated Leverage Ratio of the Borrower and its Restricted Subsidiaries as of the end of such fiscal quarter shall be no greater than 4.00:1.00, (iii) the representations and warranties set forth in Article IV shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to one the extent any such representations and warranties are already qualified or more Joinder Agreements executed modified by materiality, it being understood and delivered agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date) immediately prior to, and after giving effect to, the incurrence of such Incremental Facility, (iv) the maturity date and Weighted Average Life to Maturity of any such Incremental Term Facility shall be no earlier than (or the same as) the maturity date and Weighted Average Life to Maturity, respectively, of the Term Loans, (v) the interest rates and amortization schedule applicable to any Incremental Term Facility shall be determined by the Borrower and the lenders thereunder and (vi) any Increased Revolving Commitments shall be on terms and pursuant to documentation applicable to the Revolving Facility (including the maturity date in respect thereof) and any Incremental Term Loan Facility shall be on terms and pursuant to documentation, to the extent such terms and documentation are not consistent with, in the case of an Incremental Term Facility, the Term Facility (except to the extent permitted by clause (iv) and (v) above), reasonably satisfactory to the Administrative Agent (including as to the identity of the New Lenders); provided, that if the total yield (calculated for both the Incremental Term Loans and the Term Loans, including the upfront fees, any interest rate floors and any OID (as defined below)) shared with all providers of such Incremental Term Loans, but excluding the effect of any arrangement, structuring, syndication or other fees payable in connection therewith that are not shared with all providers of such financing, and without taking into account any fluctuations in the Eurodollar Rate or ABR in respect of any Incremental Term Loans exceeds the total yield for the existing Loans (it being understood that any such increase may take the form of original issue discount (“OID”), with OID being equated to the interest rates in a manner determined by the Administrative Agent based on an assumed four-year life to maturity), the Applicable Margin for the Loans shall be increased so that the total yield in respect of such Incremental Term Loans is no higher 0.50% greater than the total yield for the existing Term Loans. Notwithstanding the foregoing, (i) without the consent of the Required Lenders, the aggregate amount of Increased Revolving Commitments obtained after the Closing Date pursuant to this paragraph, together with the aggregate amount of Incremental Term Loans obtained pursuant to this paragraph and the amount of any Second Lien Incremental Loans, shall not exceed $25,000,000 and (ii) without the consent of the Administrative Agent, and each of which increase effected pursuant to this paragraph shall be recorded in the Register and shall be subject to the requirements set forth in Section 5.4(e), and (iii) the Borrower shall make any payments required pursuant to Section 2.11 in connection with the New Loan Commitments, as applicablea minimum amount of at least $5,000,000. No Lender shall have any obligation to provide participate in any Commitments pursuant increase described in this paragraph unless it agrees to this Section 2.14(a). Any New Term Loans shall, at the election of the Borrower and agreed to by Lenders providing such New Loan Commitments, be 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. On and after the Increased Amount Date, Additional Revolving Credit Loans shall be designated a separate Series of Additional Revolving Credit Loans for all purposes of this Agreementdo so in its sole discretion.

Incremental Facilities. (a) The Lead Borrower maymay at any time or from time to time after the Effective Date, by written notice to the Administrative Agent, elect to request the establishment of one or more (x) additional tranches of term loans (which may take the form of an increase in the principal amount of any existing tranche of Term A-1 Loans (but not, for the avoidance of doubt, the Term A-2 Loans)) (the “Incremental Term Loans”) or increases in the aggregate amount of Revolving Commitments (each such increase a “Incremental Revolving Commitment”; Incremental Term Loans of any Class (the commitments thereto, the “New Term Loan Commitments”), (y) increases in and Incremental 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, are collectively referred to herein as the “Incremental Revolving Credit CommitmentsFacilities”); together with the New provided that, no Incremental 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 $10,000,000 individually (or such lesser amount as (x) Loans may be approved by the Administrative Agent or (y) shall constitute the difference between the Maximum made and no Incremental Facilities Amount and all such New Loan Revolving Commitments obtained on or prior to such date)may become effective unless, which may be incurred in Dollars, Euros or Pounds Sterling. In connection with the incurrence of any Indebtedness under this Section 2.14, at the request of the Administrative Agent, the Borrower 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 in reasonable detail and shall provide the calculations and basis therefor and, subject to reclassification as set forth in Section 10.1, classify such Indebtedness as being incurred under clause (i) or clause (ii) on the proposed date of the definition making of Maximum such Incremental Facilities Amount. The Borrower may approach any Lender Term Loans or any Person (other than a natural Person) to provide all or a portion the effectiveness of the New Loan Commitments, subject, if applicable, to the proviso to Section 2.14(b); 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, on each applicable Increased Amount Date (subject to Section 1.12), such New Loan Commitments shall be subject to (i) no 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 Loan Incremental Revolving Commitments, as applicable, (A) the conditions set forth in clauses (a) and subject (b) of Section 4.02 shall be satisfied or waived by the Required Lenders and the Administrative Agent shall have received a certificate on behalf of the Lead Borrower to that effect dated such date and executed by a Financial Officer of the Lead Borrower and (B) the Lead Borrower shall be in compliance (on a pro forma basis, assuming full drawing under the applicable Incremental Facility) with the covenants contained in Section 1.125.13; provided that, in the case of any Incremental Facilities the proceeds of which are to be used to finance a Limited Condition Transaction permitted hereunder, to the extent agreed by the Lenders providing such Incremental Facilities, (I) the representations and warranties the accuracy of which are a condition to the funding of such Incremental Facilities may be limited to (1) customary specified representations (or such other formulation thereof as may be agreed by the lenders providing such Incremental Facilities), and (2) those representations of the acquired company in the applicable acquisition agreement that are material to the interests of the lenders under the Incremental Facilities and if breached would give the Lead Borrower the right to terminate or refuse to close under the applicable acquisition agreement and (II) (x) at the time of the execution and delivery of the purchase agreement or other definitive documentation related to such Limited Condition Transaction, no Default or Event of Default shall have occurred and be continuing or shall occur as a result thereof and (y) on the date of the effectiveness and the making of any such Incremental Facilities, no Specified Default shall have occurred and be continuing or shall occur as a result thereof, and (ii) the New Loan Commitments Administrative Agent shall have received such legal opinions, board resolutions, secretary’s certificates, officer’s certificates and other documents as shall reasonably be requested by the Administrative Agent in connection with any such transaction. Each Incremental Facility shall be effected pursuant to one in an integral multiple of $25,000,000 and be in an aggregate principal amount that is not less than $25,000,000, provided that such amount may be less than the applicable minimum amount if such amount represents all the remaining availability hereunder as set forth above. Each such notice shall specify (A) the date on which the Lead Borrower proposes that the Incremental Revolving Commitments or more Joinder Agreements executed and delivered by the Borrower and Administrative AgentIncremental Term Loans, and each of as applicable, shall be effective, which shall be recorded in a date not less than ten (10) Business Days (or such shorter period as may be agreed to by the Register and shall be subject Administrative Agent) after the date on which such notice is delivered to the requirements set forth in Section 5.4(e), Administrative Agent and (iiiB) the Borrower shall make any payments required pursuant to Section 2.11 in connection with amount of the New Loan CommitmentsIncremental Revolving Commitments or Incremental Term Loans, as applicable. No Lender shall have any obligation to provide any Commitments pursuant to this Section 2.14(a). Any New Term Loans shall, at the election of the Borrower and agreed to by Lenders providing such New Loan Commitments, be 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. On and after the Increased Amount Date, Additional Revolving Credit Loans shall be designated a separate Series of Additional Revolving Credit Loans for all purposes of this Agreementbeing requested.

Incremental Facilities. (a) The Lead Borrower may, from time to time after the Effective Date, by written notice to the Administrative AgentAgent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), elect to request the establishment of one or more (x) additional tranches of term loans or increases in Term Loans of any Class hereunder (the commitments theretocollectively, the “New Incremental Term Loan CommitmentsLoans”), (y) increases in Revolving Credit Commitments of any Class (the “New Revolving Credit Commitments”), and/or (z) or one or more additional tranches of Revolving Credit Commitments revolving commitments hereunder (collectively, the “Additional Incremental Revolving Credit Commitments” and, together with the New Revolving Credit Commitmentsany Incremental Term Loans, the “Incremental Revolving Credit CommitmentsFacilities”; 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 $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. In connection with the incurrence of any Indebtedness under this Section 2.14, at the request of the Administrative Agent, the Borrower 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 in reasonable detail and shall provide the calculations and basis therefor and, subject to reclassification as set forth in Section 10.1, classify such Indebtedness as being incurred under clause (i) or clause (ii) of the definition of Maximum Incremental Facilities Amount. 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, subject, if applicable, to the proviso to Section 2.14(b); 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, on each applicable Increased Amount Date (subject to Section 1.12), such New Loan Commitments shall be subject to (i) no Event the aggregate amount of Default (except in connection such Incremental Facilities, taken together with an acquisition or investment (including any Permitted Acquisition or Investment), no Event all Incremental Facilities previously incurred pursuant to this Section 2.20 and the aggregate amount 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 Loan Commitments, as applicable, and subject Commitment Increases made pursuant to Section 1.122.19, does not exceed $375,000,000, (ii) the New Loan Commitments final stated maturity date of such tranche of Incremental Facilities shall not be effected pursuant to one or more Joinder Agreements executed and delivered by earlier than the Borrower and Administrative AgentMaturity Date in effect at the time such Incremental Facilities are entered into, and each of which shall be recorded in the Register and shall be subject to the requirements set forth in Section 5.4(e), and (iii) the Borrower such tranche of Incremental Facilities shall make any payments required pursuant to Section 2.11 rank pari passu or junior in connection right of payment with the New Revolving Loans, (iv) such Incremental Facilities shall not be, and shall not be permitted to be, guaranteed by any Subsidiary of Holdings that is not a Guarantor under this Agreement and (v) the terms, conditions and documentation governing such Incremental Facilities (including, without limitation, all representations, covenants, defaults, guaranties and remedies, but excluding economic terms), taken as a whole, shall be substantially the same as, or less favorable to the Lenders or Additional Lenders (as defined below) providing such Incremental Facilities, than those terms and conditions applicable to the Lenders with respect to the Revolving Loans (except (i) for covenants or other provisions applicable only to periods after the latest Maturity Date of the Revolving Loans or (ii) to the extent such more favorable terms are incorporated into the Loan Commitments, Documents for the benefit of all existing Lenders (which may be accomplished with the consent of the Administrative Agent and the Lead Borrower and without the consent of any Lenders)) as applicabledetermined by the Lead Borrower in its reasonable discretion. No Lender shall have any obligation to provide any Commitments pursuant to this Section 2.14(a). Any New Term Loans Incremental Facilities shall, at the election of the Borrower and agreed to by Lenders providing such New Loan CommitmentsLead Borrower, be designated as (a) a separate series (a “Series”) of New Term Loans for all purposes of this Agreement available in dollars or (b) as part of a Series of existing Term Loans for all purposes of this Agreement. On and after the Increased Amount Date, Additional Revolving Credit Loans shall be designated a separate Series of Additional Revolving Credit Loans for all purposes of this Agreementin one or more Alternative Currencies.

Incremental Facilities. (a) The Any Borrower may, may by written notice to the Administrative Agent, Agent elect to request (i) the establishment of one or more new term loan commitments (x) additional tranches of term loans or increases in Term Loans of any Class (the commitments thereto, the “New Term Loan Commitments”)) denominated in Dollars or any Alternative Currency, (yii) increases in prior to the Multicurrency Revolving Credit Commitment Termination Date, an increase to the existing Multicurrency Revolving Credit Commitments of (any Class (such increase, the “New Multicurrency Revolving Credit Commitments”) and/or (iii) prior to the USD Revolving Credit Commitment Termination Date, an increase to the existing USD Revolving Credit Commitments (any such increase, the “New USD Revolving Credit Commitments”); provided the aggregate amount of all such increased commitments and new loans, and/or together with any Permitted Incremental Equivalent Debt incurred from and after the Restatement Date and at or prior to such time, does not exceed the sum of (z1) additional tranches $750,000,000 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 then-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 “Incremental Cap”; for the avoidance of doubt, clause (1) of this basket shall be reset and shall otherwise be fully available as of the Restatement Date after giving effect to the making of the 2017 Incremental Term Loans); provided further that any Obligations incurred by any Foreign Subsidiary in respect of New Term Loan Commitments or New Revolving Credit Commitments (such Obligations of such Foreign Subsidiaries, the “Additional Priority Incremental Obligations”) shall not exceed, together with any Indebtedness incurred pursuant to Sections 7.01(f) to the extent incurred by non-Loan Parties, 7.01(m)(ii), 7.01(n)(i) and 7.01(q), the Priority Debt Cap. For the avoidance of doubt, (i) such increased commitments and new loans maybe incurred under clause (2) of the immediately preceding sentence in Borrower’s sole discretion prior to being allocated by the Borrower to the amount allowed under clause (1) from the immediately preceding sentence and (ii) the 2017 Incremental Term Loans shall not reduce clause (1) of the Incremental Cap. Any such increased commitment or new loan shall be in an amount not less than $25,000,000 individually and integral multiples of $10,000,000 in excess of that amount. Each such notice from the applicable Borrower shall specify (a) the date (each, an “Increased Amount Date”) on which the applicable Borrower proposes that the New Multicurrency Revolving Credit Commitments” and, together with New USD Revolving Credit Commitments or New Term Loan Commitments, as applicable, shall be effective, which shall be a date not less than five (5) Business Days after the date on which such notice is delivered to the Administrative Agent, (b) in the case of New Term Loan Commitments or New Multicurrency Revolving Credit Commitments, the currency in which such Incremental Facility shall be denominated and (c) the identity of each Lender or other Person that is an Eligible Assignee (each, a “Incremental New Multicurrency Revolving Credit Lender”, “New USD Revolving Credit Lender” or “New Term Loan Lender,” as applicable) to whom the applicable Borrower proposes any portion of such New Revolving Credit Commitments or New Term Loan Commitments”, as applicable, be allocated and the amounts of such allocations; together with provided that the Administrative Agent may elect or decline to arrange such New Revolving Credit Commitments or New Term Loan Commitments in its sole discretion 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 $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. In connection with the incurrence of any Indebtedness under this Section 2.14, at the request of the Administrative Agent, the Borrower 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 in reasonable detail and shall provide the calculations and basis therefor and, subject to reclassification as set forth in Section 10.1, classify such Indebtedness as being incurred under clause (i) or clause (ii) of the definition of Maximum Incremental Facilities Amount. 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, subject, if applicable, to the proviso to Section 2.14(b); provided that any Lender offered or approached to provide all or a portion of the New Revolving Credit Commitments or New Term Loan Commitments may elect or decline, in its sole discretion, to provide a New Revolving Credit Commitment or a New Term Loan Commitment. In each case, on each applicable Increased Amount Date (subject to Section 1.12), such Such New Revolving Credit Commitments or New Term Loan Commitments shall be subject to become effective as of such Increased Amount Date; provided that (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 Revolving Credit 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, each of the conditions set forth in Section 4.02 shall be satisfied; (iii) the Company and its Subsidiaries shall be in pro forma compliance with each of the covenants set forth in Section 7.07 (calculated on a pro forma basis as of the last day of the then-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) (provided that, to the extent the proceeds of Loans made pursuant to any New Term Loan Commitment will be used to consummate a Limited Condition Acquisition, the requirements specified in clauses (i), (ii) and (iii) above shall only be required to be satisfied on the date on which definitive purchase or merger agreements with respect to such Limited Condition Acquisition are entered into); (iv) the New Revolving Credit Commitments or New Term Loan Commitments, as applicable, and subject to Section 1.12, (ii) the New Loan Commitments shall be effected pursuant to one or more Joinder Agreements executed and delivered by the Borrower applicable Borrower, each New Revolving Credit 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 Credit Lender or New Term Loan Lender shall be subject to the requirements set forth in Section 5.4(e3.01(e), and ; (iiiv) the Borrower applicable Borrower(s) shall make any payments required pursuant to Section 2.11 3.05 in connection with the New Revolving Credit Commitments or New Term Loan Commitments, as applicable. No Lender ; and (vi) the Company shall have deliver or cause to be delivered any obligation to provide legal opinions or other documents reasonably requested by the Administrative Agent in connection with any Commitments pursuant to this Section 2.14(a)such transaction. Any New Term Loans shall, at the election of the Borrower and agreed to by Lenders providing such New Loan Commitments, made on an Increased Amount Date shall be 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. On and after the Increased Amount Date, Additional Revolving Credit Loans shall be designated a separate Series of Additional Revolving Credit Loans for all purposes of this Agreement.

Incremental Facilities. (a) The Parent Borrower may, by written notice to Administrative Agent, elect to request the establishment of and any one or more Lenders (xincluding New Lenders) additional tranches may from time to time agree that such Lenders shall make, obtain or increase the amount of term loans or increases in their Incremental Term Loans of any Class (the commitments thereto, the an “New Incremental Term Loan CommitmentsFacility”), (y) increases in or the USD Revolving Credit Commitments of any Class (or the “New Revolving Credit Commitments”), and/or (z) additional tranches of Multicurrency Revolving Credit Commitments (the “Additional Revolving Credit Commitments” and, together with the New Revolving Credit Commitments, the “Incremental Increased Revolving Credit Commitments”; together with the New any Incremental Term Loan Commitments and the New Revolving Credit CommitmentsFacility, the “New Loan CommitmentsIncremental Facilities”), as applicable, by executing and delivering to the Administrative Agent an Increased Facility Activation Notice specifying (i) by an aggregate the amount not in excess of such increase, (ii) the Maximum Incremental Facilities Amount applicable Increased Facility Closing Date, (iii) in the aggregate case of Incremental Term Loans, (A) the applicable Incremental Term Maturity Date, (B) the amortization schedule for such Incremental Term Loans, and not less than $10,000,000 individually (C) the Applicable Margin for such Incremental Term Loans; provided that (w) no Default or Event of Default exists or would exist after giving effect to such lesser amount as Incremental Facility and the incurrence of any Loans thereunder on the applicable Increased Facility Closing Date, (x) the maturity date and Weighted Average Life to Maturity of any such Incremental Term Loan Facility shall be no earlier than (or the same as) the maturity date and Weighted Average Life to Maturity, respectively, of the Tranche A Term Loans, (y) the interest rates and amortization schedule applicable to any Incremental Term Loan Facility shall be determined by the Parent Borrower and the lenders thereunder and (z) any Increased Revolving Credit Commitments shall be on terms and pursuant to documentation applicable to the applicable Revolving Credit Facility (including the maturity date in respect thereof) and any Incremental Term Loan Facility shall be on terms and pursuant to documentation, to the extent such terms and documentation are not consistent with, in the case of an Incremental Term Loan Facility, the Tranche A Term Loan Facility (except to the extent permitted by clause (x) and (y) above), reasonably satisfactory to the Administrative Agent (including as to the identity of the New Lenders); provided that if the total yield (calculated for both the Incremental Term Loans and the existing Term Loans, including the upfront fees, any interest rate floors and any OID (as defined below), but excluding any arrangement, structuring, syndication or other similar fees paid by the Parent Borrower) in respect of any Incremental Term Loans exceeds the total yield for the existing Term Loans (it being understood that any such increase may be approved take the form of original issue discount (“OID”), with OID being equated to the interest rates in a manner determined by the Administrative Agent or based on an assumed four-year life to maturity) by more than 0.50% per annum, the Applicable Margin for the existing Term Loans shall be increased so that the total yield in respect of such Incremental Term Loans is 0.50% per annum greater than the total yield for the existing Term Loans. Notwithstanding the foregoing, (y1) shall constitute without the difference between consent of the Maximum Required Lenders, the aggregate amount of Incremental Facilities Amount Term Loans and all such New Loan Increased Revolving Credit Commitments obtained on or prior after the Closing Date pursuant to such date), which may be incurred in Dollars, Euros or Pounds Sterling. In connection with this paragraph shall not exceed $100,000,000 and (2) without the incurrence of any Indebtedness under this Section 2.14, at the request consent of the Administrative Agent, the Borrower shall provide each increase effected pursuant to the Administrative Agent a certificate certifying that the New Loan Commitments do not exceed the Maximum Incremental Facilities Amount, which certificate this paragraph shall be in reasonable detail and shall provide the calculations and basis therefor and, subject to reclassification as set forth in Section 10.1, classify such Indebtedness as being incurred under clause (i) or clause (ii) a minimum amount of the definition of Maximum Incremental Facilities Amount. 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, subject, if applicable, to the proviso to Section 2.14(b); 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, on each applicable Increased Amount Date (subject to Section 1.12), such New Loan Commitments shall be subject to (i) no 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 Loan Commitments, as applicable, and subject to Section 1.12, (ii) 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(e), and (iii) the Borrower shall make any payments required pursuant to Section 2.11 in connection with the New Loan Commitments, as applicableat least $10,000,000. No Lender shall have any obligation to provide participate in any Commitments pursuant increase described in this paragraph unless it agrees to this Section 2.14(a). Any New Term Loans shall, at the election of the Borrower and agreed to by Lenders providing such New Loan Commitments, be 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. On and after the Increased Amount Date, Additional Revolving Credit Loans shall be designated a separate Series of Additional Revolving Credit Loans for all purposes of this Agreementdo so in its sole discretion.

Incremental Facilities. (a) The Borrower maymay on one or more occasions, by written notice to the Administrative Agent, elect to request (i) during the Revolving Availability Period, the establishment of one or more Incremental Revolving Commitments, (xii) additional tranches prior to the Latest Maturity Date, the establishment of term loans or increases in Incremental Term Commitments, and (iii) prior to the Latest Maturity Date, the incurrence of Incremental Equivalent Debt (together with Incremental Term Loans and Incremental Revolving Commitments and Incremental Revolving Loans made thereunder, “Incremental Extensions of any Class (the commitments thereto, the “New Term Loan CommitmentsCredit”), (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 for all such Incremental Credit Extensions not in excess of the Maximum greater of (A) the Incremental Facilities Amount in the aggregate and not less than $10,000,000 individually Fixed Amount, plus (or B) such lesser additional amount as (x) may be approved by would not cause the Administrative Agent or (y) shall constitute the difference between the Maximum Incremental Facilities Amount and all such New Loan Commitments obtained Secured Leverage Ratio, computed on or prior to such date)a Pro Forma Basis, which may be incurred in Dollars, Euros or Pounds Sterling. In connection with the incurrence of any Indebtedness under this Section 2.14, at the request of the Administrative Agent, the Borrower 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 in reasonable detail and shall provide the calculations and basis therefor and, subject to reclassification as set forth in Section 10.1, classify such Indebtedness as being incurred under clause (i) or clause (ii) of the definition of Maximum Incremental Facilities Amount. 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, subject, if applicable, to the proviso to Section 2.14(b); 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, on each applicable Increased Amount Date (subject to Section 1.12), such New Loan Commitments shall be subject to (i) no 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 Loan CommitmentsIncremental Facility or issuance of Incremental Equivalent Debt and the use of proceeds thereof, as of the last day of the Test Period most recently ended prior to the effective date of the relevant Incremental Facility Amendment or issuance of Incremental Equivalent Debt in respect of which financial statements have been delivered pursuant to Section 5.01(a) or (b) (or, prior to the delivery of any such financial statements, as of the last day of the most recent Test Period contained in the financial statements referred to in Section 3.04), to exceed, 2.75 to 1.00 (it being understood and agreed that, if the applicable incurrence test in clause (B) is satisfied on a Pro Forma Basis after giving effect to any Incremental Extension of Credit, such Incremental Extension of Credit may be incurred under clause (B) regardless of whether there is capacity under clause (A)); provided that for purposes of such pro forma calculation, (x) for purposes of clause (B), if the proceeds of the relevant Incremental Extension of Credit will be applied to finance a Permitted Acquisition or the irrevocable redemption or repayment of Indebtedness, compliance with the Secured Leverage Ratio on a Pro Forma Basis will, at the option of the Borrower, be determined as of the date on which the binding agreement for such Permitted Acquisition is entered into or the date of irrevocable notice of redemption or repayment, as applicable, and subject to Section 1.12, (iiy) the New Loan Revolving Commitments shall be effected pursuant to one or more Joinder Agreements executed and delivered by the Borrower and Administrative Agent(including, and each of which shall be recorded in the Register and shall be subject to the requirements set forth in Section 5.4(e)if applicable, and (iii) the Borrower shall make any payments required pursuant to Section 2.11 Incremental Revolving Commitments that would become effective in connection with the New Loan Commitments, as applicablerequested Incremental Facility) and other Incremental Credit Extensions shall be assumed to be fully funded and (z) all such Incremental Equivalent Debt constitutes Consolidated Total Secured Debt. No Lender shall have any obligation to provide any Commitments pursuant to this Section 2.14(a). Any New Each Class of Incremental Term Loans shall, at the election of the Borrower and agreed to by Lenders providing such New Loan Commitments, be 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. On Incremental Revolving Commitments and after the Increased Amount Date, Additional Revolving Credit Loans shall be designated a separate Series in an integral multiple of Additional Revolving $5,000,000 and be in an aggregate principal amount that is not less than $50,000,000; provided that such amount may be less than $50,000,000 if such amount represents all the remaining availability under the aggregate principal amount of Incremental Extensions of Credit Loans for all purposes of this Agreementset forth above.

Incremental Facilities. (a) The Parent Borrower maymay at any time, by written notice to the Agents (whereupon the Administrative AgentAgent shall promptly deliver a copy to each of the Lenders), elect to request the establishment addition of one or more new credit facilities (xthe “Incremental Facilities”) additional tranches consisting of a new tranche of term loans or increases in (the “Incremental Term Loans”); provided that at the time that any such Incremental Term Loans are made (and after giving effect thereto) no Default shall exist and the Parent Borrower shall be in compliance with Sections 6.13 and 6.14, determined on a pro forma basis as if such Incremental Term Loans had been outstanding throughout the relevant four-fiscal-quarter period (in the case of any Class Section 6.13) or on the last day of the most recent fiscal quarter (in the commitments thereto, case of Section 6.14) for testing compliance therewith. The Incremental Facilities (i) shall be in an aggregate principal amount not exceeding (in the “New Term Loan Commitments”aggregate) $200,000,000 (and each tranche shall not be less than $50,000,000), (yii) increases shall rank pari passu in Revolving Credit Commitments right of any Class (the “New Revolving Credit Commitments”), and/or (z) additional tranches payment and of Revolving Credit Commitments (the “Additional Revolving Credit Commitments” and, together security with the New Revolving Credit Commitments, the “Incremental Revolving Credit Commitments”; together with the New Term Loan Commitments Loans and the New Revolving Credit CommitmentsTerm Loans, the “New Loan Commitments”) by an aggregate amount not in excess of the Maximum Incremental Facilities Amount in the aggregate and not less than $10,000,000 individually (or such lesser amount as (x) may be approved by the Administrative Agent or (yiii) shall constitute not mature earlier than the difference between the Maximum Incremental Facilities Amount and all such New Loan Commitments obtained on or Tranche B Maturity Date (but may, subject to clause (iv) below, have scheduled amortization prior to such date), which may be incurred in Dollars, Euros or Pounds Sterling. In connection with the incurrence of any Indebtedness under this Section 2.14, at the request (iv) shall not have a weighted average life that is shorter than that of the Administrative AgentTranche B Term Loans, (v) shall not accrue interest at a rate or rates in excess of the Borrower shall provide interest rates applicable to the Administrative Agent a certificate certifying that the New Loan Commitments do not exceed the Maximum Incremental Facilities Amount, which certificate shall be in reasonable detail Tranche B Term Loans and shall provide the calculations and basis therefor and, subject to reclassification (vi) except as set forth above, shall be treated substantially the same as (and in Section 10.1any event no more favorably than) the Tranche B Term Loans (in each case, classify such Indebtedness as being incurred under clause (i) or clause (ii) of the definition of Maximum Incremental Facilities Amount. The Borrower may approach any Lender or any Person (other than a natural Person) including with respect to provide all or a portion of the New Loan Commitments, subject, if applicable, to the proviso to Section 2.14(bmandatory and voluntary prepayments); provided that any (a) the terms and conditions applicable to Incremental Term Loans maturing after the Tranche B Maturity Date may provide for material additional or different financial or other covenants applicable only during periods after the Tranche B Maturity Date and (b) subject to clause (v) above, the Incremental Facilities may be priced differently than the Term Loans and the Revolving Loans. Such notice shall set forth the requested amount of Incremental Term Loans. Each existing Lender shall be offered or approached to provide all or a portion of the New Loan Commitments may elect or declineopportunity, in its sole discretionbut shall not be required, to provide a New Loan Commitmentratable share of any Incremental Term Loans. In each casethe event that existing Lenders provide commitments in an aggregate amount less than the total amount of the Incremental Term Loans requested by the Parent Borrower, on each applicable Increased Amount Date (subject to Section 1.12), such New Loan Commitments shall be subject to (i) no 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 Loan Commitments, as applicable, and subject to Section 1.12, (ii) the New Loan Commitments shall be effected pursuant to Parent Borrower may arrange for one or more Joinder Agreements banks or other financial institutions (any such bank or other financial institution being called an “Additional Lender”) to extend commitments to provide Incremental Term Loans in an aggregate amount equal to the unsubscribed amount. Commitments in respect of Incremental Term Loans shall become Commitments under this Agreement pursuant to an amendment (an “Incremental Facility Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed and delivered by the Borrower and Administrative AgentParent Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and each the Agents. The Incremental Facility Amendment may, without the consent of which shall any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be recorded necessary or appropriate, in the Register and opinion of the Agents, to effect the provisions of this Section. The effectiveness of any Incremental Facility Amendment shall be subject to the requirements satisfaction on the date thereof of each of the conditions set forth in Section 5.4(e4.02 (it being understood that all references to “the date of such Borrowing” in such Section 4.02 shall be deemed to refer to the effective date of such Incremental Facility Amendment), and (iii) the Borrower shall make any payments required pursuant to Section 2.11 in connection with the New Loan Commitments, as applicable. No Lender shall have any obligation be obligated to provide any Commitments pursuant to this Section 2.14(a). Any New Incremental Term Loans shall, at the election of the Borrower and agreed to by Lenders providing such New Loan Commitments, be 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. On and after the Increased Amount Date, Additional Revolving Credit Loans shall be designated a separate Series of Additional Revolving Credit Loans for all purposes of this Agreementunless it so agrees.

Incremental Facilities. (a) The So long as no Event of Default under Section 9.1 (a) or (f) exists or would arise therefrom (provided that, to the extent the proceeds of Term Loans made pursuant to any Incremental Commitment will be used to consummate a Limited Condition Acquisition, the requirement that there be no Event of Default under Section 9.1(a) or (f) shall only be required to be satisfied on the date on which definitive agreements with respect to such Limited Condition Acquisition are entered into), the Borrower mayshall have the right, by written notice at any time and from time to Administrative Agenttime after the Closing Date, elect (i) to request the establishment of new term loan commitments under one or more (x) additional tranches of new term loans or increases loan credit facilities to be included in Term Loans of any Class this Agreement (the commitments thereto, the “New Incremental Term Loan Commitments”), ) and (yii) increases in Revolving Credit Commitments to increase the Existing Term Loans by requesting new term loan commitments to be added to an Existing Term Tranche of any Class Term Loans (the “New Revolving Credit Commitments”), and/or (z) additional tranches of Revolving Credit Commitments (the “Additional Revolving Credit Supplemental Term Loan Commitments” and, together with the New Revolving Credit Incremental Term Loan Commitments, the “Incremental Commitments”), provided that, (i) the aggregate amount of Incremental Commitments permitted pursuant to this Section 2.6 shall not exceed, at the time the respective Incremental Commitment becomes effective the greater of (A) $300.0 million and (B) the maximum aggregate principal amount (as of the date of incurrence of any such Indebtedness and after giving pro forma effect to the incurrence thereof and the application of the net proceeds therefrom (or as of the date of the initial borrowing of such Indebtedness after giving pro forma effect to the incurrence of the entire committed amount of such Indebtedness)) that can be incurred without exceeding a Senior Secured Indebtedness to EBITDA Ratio for the Borrower of 3.50 to 1.00 (it being understood that for purposes of determining compliance under this clause (i), any Indebtedness incurred under this clause (i) and Section 8.1(b)(i) (whether or not secured), other than Revolving Credit Commitments”; together with the New Term Loan Commitments and the New Revolving Credit CommitmentsAgreement Indebtedness, the “New Loan Commitments”) by an aggregate amount not in excess of the Maximum Incremental Facilities Amount will be included in the aggregate and not less than $10,000,000 individually (or such lesser amount as (x) may be approved by of Senior Secured Indebtedness for purposes of calculating 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 Senior Secured Indebtedness to such dateEBITDA Ratio), which may (ii) if any portion of an Incremental Commitment is to be incurred in Dollarsreliance on (i)(B) above, Euros or Pounds Sterling. In connection with the incurrence of any Indebtedness under this Section 2.14, at the request of Borrower shall have delivered a certificate to the Administrative Agent, certifying compliance with the Borrower 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 in reasonable detail and shall provide the calculations and basis therefor and, subject to reclassification as financial test set forth in Section 10.1, classify such Indebtedness as being incurred under clause (itogether with calculations demonstrating compliance with such test) or clause (ii) of the definition of Maximum Incremental Facilities Amount. 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, subject, if applicable, to the proviso to Section 2.14(b); 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, on each applicable Increased Amount Date (subject to Section 1.12), such New Loan Commitments shall be subject to (i) no 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 Loan Commitments, as applicable, and subject to Section 1.12, (ii) 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(e), and (iii) if any portion of an Incremental Commitment is to be incurred in reliance on (i)(A) above, the Borrower Representative shall make have delivered a certificate to the Administrative Agent, certifying the amount of the available basket in such clause to be used for the incurrence of such Incremental Commitment. Any loans made in respect of any payments required pursuant to Section 2.11 in connection with the New such Incremental Commitment (other than Supplemental Term Loan Commitments, as applicable) shall be made by creating a new Tranche. No Lender shall have any obligation to provide any Commitments Each Incremental Commitment made available pursuant to this Section 2.14(a). Any New Term Loans shall, at the election of the Borrower and agreed to by Lenders providing such New Loan Commitments, be 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. On and after the Increased Amount Date, Additional Revolving Credit Loans 2.6 shall be designated in a separate Series minimum aggregate amount of Additional Revolving Credit Loans for all purposes at least $15.0 million and in integral multiples of this Agreement$5.0 million in excess thereof.

Incremental Facilities. (a) The So long as no Event of Default under Section 9.1 (a) or (f) exists or would arise therefrom (provided that, to the extent the proceeds of Term Loans made pursuant to any Incremental Commitment will be used to consummate a Limited Condition Acquisition, the requirement that there be no Event of Default under Section 9.1(a) or (f) shall only be required to be satisfied on the date on which definitive agreements with respect to such Limited Condition Acquisition are entered into), the Borrower mayshall have the right, by written notice at any time and from time to Administrative Agenttime after the First Incremental Amendment Effective Date, elect (i) to request the establishment of new term loan commitments under one or more (x) additional tranches of new term loans or increases loan credit facilities to be included in Term Loans of any Class this Agreement (the commitments thereto, the “New Incremental Term Loan Commitments”), ) and (yii) increases in Revolving Credit Commitments to increase the Existing Term Loans by requesting new term loan commitments to be added to an Existing Term Tranche of any Class Term Loans (the “New Revolving Credit Commitments”), and/or (z) additional tranches of Revolving Credit Commitments (the “Additional Revolving Credit Supplemental Term Loan Commitments” and, together with the New Revolving Credit Incremental Term Loan Commitments, the “Incremental Commitments”), provided that, (i) the aggregate amount of Incremental Commitments permitted pursuant to this Section 2.6 shall not exceed, at the time the respective Incremental Commitment becomes effective the greater of (A) $300.0 million and (B) the maximum aggregate principal amount (as of the date of incurrence of any such Indebtedness and after giving pro forma effect to the incurrence thereof and the application of the net proceeds therefrom (or as of the date of the initial borrowing of such Indebtedness after giving pro forma effect to the incurrence of the entire committed amount of such Indebtedness)) that can be incurred without exceeding a Senior Secured Indebtedness to EBITDA Ratio for the Borrower of 3.50 to 1.00 (it being understood that for purposes of determining compliance under this clause (i), any Indebtedness incurred under this clause (i) and Section 8.1(b)(i) (whether or not secured), other than Revolving Credit Commitments”; together with the New Term Loan Commitments and the New Revolving Credit CommitmentsAgreement Indebtedness, the “New Loan Commitments”) by an aggregate amount not in excess of the Maximum Incremental Facilities Amount will be included in the aggregate and not less than $10,000,000 individually (or such lesser amount as (x) may be approved by of Senior Secured Indebtedness for purposes of calculating 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 Senior Secured Indebtedness to such dateEBITDA Ratio), which may (ii) if any portion of an Incremental Commitment is to be incurred in Dollarsreliance on (i)(B) above, Euros or Pounds Sterling. In connection with the incurrence of any Indebtedness under this Section 2.14, at the request of Borrower shall have delivered a certificate to the Administrative Agent, certifying compliance with the Borrower 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 in reasonable detail and shall provide the calculations and basis therefor and, subject to reclassification as financial test set forth in Section 10.1, classify such Indebtedness as being incurred under clause (itogether with calculations demonstrating compliance with such test) or clause (ii) of the definition of Maximum Incremental Facilities Amount. 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, subject, if applicable, to the proviso to Section 2.14(b); 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, on each applicable Increased Amount Date (subject to Section 1.12), such New Loan Commitments shall be subject to (i) no 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 Loan Commitments, as applicable, and subject to Section 1.12, (ii) 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(e), and (iii) if any portion of an Incremental Commitment is to be incurred in reliance on (i)(A) above, the Borrower shall make have delivered a certificate to the Administrative Agent, certifying the amount of the available basket in such clause to be used for the incurrence of such Incremental Commitment. Any loans made in respect of any payments required pursuant to Section 2.11 in connection with the New such Incremental Commitment (other than Supplemental Term Loan Commitments, as applicable) shall be made by creating a new Tranche. No Lender shall have any obligation to provide any Commitments Each Incremental Commitment made available pursuant to this Section 2.14(a). Any New Term Loans shall, at the election of the Borrower and agreed to by Lenders providing such New Loan Commitments, be 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. On and after the Increased Amount Date, Additional Revolving Credit Loans 2.6 shall be designated in a separate Series minimum aggregate amount of Additional Revolving Credit Loans for all purposes at least $15.0 million and in integral multiples of this Agreement$5.0 million in excess thereof.

Incremental Facilities. (a) The So long as no Event of Default exists or would arise therefrom, the Borrower mayshall have the right, by written notice at any time and from time to Administrative Agenttime after the Closing Date, elect (i) to request the establishment of new term loan commitments under one or more (x) additional tranches of new term loans or increases loan credit facilities to be included in Term Loans of any Class this Agreement (the commitments thereto, the “New Incremental Term Loan Commitments”), ) and (yii) increases in Revolving Credit Commitments to increase the Existing Term Loans by requesting new term loan commitments to be added to an Existing Term Tranche of any Class Term Loans (the “New Revolving Credit Commitments”), and/or (z) additional tranches of Revolving Credit Commitments (the “Additional Revolving Credit Supplemental Term Loan Commitments” and, together with the New Revolving Credit Incremental Term Loan Commitments, the “Incremental Revolving Credit Commitments”; together with ), provided that, (i) the New Term Loan Commitments and the New Revolving Credit Commitments, the “New Loan Commitments”) by an aggregate amount of Incremental Commitments permitted pursuant to this subsection 2.9 shall not in excess of the Maximum Incremental Facilities Amount in the aggregate and not less than $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. In connection with the incurrence of any Indebtedness under this Section 2.14exceed, at the request of time the Administrative Agent, the Borrower shall provide respective Incremental Commitment becomes effective (and after giving effect to the Administrative Agent a certificate certifying that Incurrence of Indebtedness in connection therewith and the New Loan Commitments do not exceed application of proceeds of any such Indebtedness to refinancing such other Indebtedness), the Maximum Incremental Facilities Amount, which certificate shall (ii) if any portion of an Incremental Commitment is to be incurred in reasonable detail and shall provide the calculations and basis therefor and, subject to reclassification as set forth in Section 10.1, classify such Indebtedness as being incurred under clause (i) or reliance on clause (ii) of the definition of “Maximum Incremental Facilities Amount. The ”, the Borrower may approach any Lender or any Person (other than shall have delivered a natural Person) to provide all or a portion of the New Loan Commitments, subject, if applicable, certificate to the proviso to Section 2.14(b); 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, on each applicable Increased Amount Date (subject to Section 1.12), such New Loan Commitments shall be subject to (i) no 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 Loan Commitments, as applicable, and subject to Section 1.12, (ii) 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 certifying compliance with the Register and shall be subject to the requirements financial test set forth in Section 5.4(e), such clause (together with calculations demonstrating compliance with such test) and (iii) if any portion of an Incremental Commitment is to be incurred in reliance on clause (i) of the definition of “Maximum Incremental Facilities Amount”, the Borrower shall make have delivered a certificate to the Administrative Agent, certifying the amount of the available basket in such clause to be used for the incurrence of such Incremental Commitment. Any loans made in respect of any payments required such Incremental Commitment (other than Supplemental Term Loan Commitments) shall be made by creating a new Tranche. Each Incremental Commitment made available pursuant to Section 2.11 this subsection 2.9 shall be in a minimum aggregate amount of at least $5.0 million and in integral multiples of $1.0 million in excess thereof (or in such lower minimum amounts or multiples as agreed to by the Administrative Agent in its reasonable discretion); provided, further that at the time the applicable Incremental Commitment becomes effective (other than in connection with a Limited Condition Acquisition), each of the New Loan Commitmentsrepresentations and warranties made by any of Holding, as applicable. No Lender shall have any obligation to provide any Commitments the Borrower or its Restricted Subsidiaries pursuant to this Section 2.14(a). Any New Term Loans shall, at the election of the Borrower and agreed to by Lenders providing such New Loan Commitments, be designated as (a) a separate series (a “Series”) of New Term Loans for all purposes of this Agreement or by any Loan Party in any other Loan Document to which it is a party, are true and correct in all material respects on and as of such date as if made on and as of such date (b) as part of a Series of existing Term Loans for all purposes of this Agreement. On except to the extent that any such representation and after the Increased Amount Datewarranty speaks to an earlier date, Additional Revolving Credit Loans in which case such representation and warranty shall be designated a separate Series true and correct in all material respects on and as of Additional Revolving Credit Loans for all purposes of this Agreementsuch earlier date).

Incremental Facilities. (a) The Borrower mayor any other Guarantor may at any time or from time to time after the Closing Date, by written notice delivered to the Administrative Agent, elect to Agent request the establishment of (i) one or more (x) additional tranches Classes of term loans, which may be provided in Dollars, or in any Alternative Currency, as applicable, or additional term loans of the same Class of any existing Class of term loans, which may be provided in the same currency as the existing Class of term loans or increases in Term Loans of any Class (the commitments thereto, the “New Incremental Term Loan CommitmentsLoans”), (yii) one or more increases in the amount of the Revolving Credit Commitments of any Class (each such increase, an “Incremental Revolving Credit Commitment Increase”) or (iii) one or more additional Classes of revolving credit commitments, which commitments may be in Dollars, in any Alternative Currency or any combination thereof (the “New Additional/Replacement Revolving Credit Commitments”), and/or (z) additional tranches of Revolving Credit Commitments (the “Additional Revolving Credit Commitments” and, together with the New Incremental Term Loans and the Incremental Revolving Credit CommitmentsCommitment Increases, the “Incremental Revolving Credit Facilities” and the commitments in respect thereof are referred to as the “Incremental Commitments”); together with the New Term Loan Commitments and the New Revolving Credit Commitmentsprovided that, the “New Loan Commitments”) by an aggregate amount not in excess of the Maximum Incremental Facilities Amount in the aggregate and not less than $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 subject to such date), which may be incurred in Dollars, Euros or Pounds Sterling. In connection with the incurrence of any Indebtedness under this Section 2.141.11, at the request of the Administrative Agenttime that any such Incremental Term Loan, the Borrower shall provide to the Administrative Agent a certificate certifying that the New Loan Commitments do not exceed the Maximum Incremental Facilities AmountRevolving Credit Commitment Increase or Additional/Replacement Revolving Credit Commitment is made or effected (and after giving pro forma effect thereto), which certificate shall be in reasonable detail and shall provide the calculations and basis therefor and, subject to reclassification except as set forth in Section 10.1, classify such Indebtedness as being incurred under clause (i) or clause (ii) of the definition of Maximum Incremental Facilities Amount. 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, subject, if applicable, to the proviso to Section 2.14(b); provided that any Lender offered or approached to provide all or a portion of the New Loan Commitments may elect or declineclause (b) below, in its sole discretion, to provide a New Loan Commitment. In each case, on each applicable Increased Amount Date (subject to Section 1.12), such New Loan Commitments shall be subject to (i) no Event of Default (except or, in the case of the Incurrence or provision of any Incremental Facility in connection with an acquisition Acquisition, other Investment or investment (including similar transactions or any Permitted Acquisition repayment, prepayment, redemption, repurchase, defeasance, satisfaction and discharge or Investment)other Refinancing or similar payment in respect of Indebtedness or Capital Stock and that, in the case of Capital Stock, requires irrevocable notice in advance thereof, 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 Loan Commitments, as applicable, have occurred and subject to Section 1.12, (ii) 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(e), and (iii) the Borrower shall make any payments required pursuant to Section 2.11 in connection with the New Loan Commitments, as applicable. No Lender shall have any obligation to provide any Commitments pursuant to this Section 2.14(a). Any New Term Loans shall, at the election of the Borrower and agreed to by Lenders providing such New Loan Commitments, be 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. On and after the Increased Amount Date, Additional Revolving Credit Loans shall be designated a separate Series of Additional Revolving Credit Loans for all purposes of this Agreementcontinuing.

Incremental Facilities. (a) The Any Borrower may, (including any Additional Borrower) or any other Guarantor 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”), (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 Loan 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 $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. In connection with the incurrence of any Indebtedness under this Section 2.14, at the request of the Administrative Agent, the Borrower Borrowers 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 in reasonable detail and shall provide the calculations and basis therefor and, subject to reclassification as set forth in Section 10.1, classify such Indebtedness as being incurred under clause (i) or clause (ii) of the definition of “Maximum Incremental Facilities Amount”. The Borrower Borrowers may approach any Lender or any Person (other than a natural Person) to provide all or a portion of the New Loan Commitments, subject, if applicable, to the proviso to Section 2.14(b); 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 Subject to Section 1.12 in each case, on each applicable Increased Amount Date (subject to Section 1.12), such New Loan Commitments shall be subject to (i) no 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 11.511.5 (with respect to the Borrowers) shall exist on such Increased Amount Date before or after giving effect to such New Loan Commitments, as applicable, and subject to Section 1.12, (ii) the New Loan 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(e), and (iii) the Borrower Borrowers shall make any payments required pursuant to Section 2.11 in connection with the New Loan Commitments, as applicable. No Lender shall have any obligation to provide any Commitments pursuant to this Section 2.14(a). Any New Term Loans shall, at the election of the Borrower Borrowers and agreed to by Lenders providing such New Term Loan Commitments, be 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. On and after the Increased Amount Date, Additional Revolving Credit Loans shall be designated a separate Series of Additional Revolving Credit Loans for all purposes of this Agreement. Notwithstanding anything else to the contrary in this Section 2.14 or otherwise in this Agreement, any Incremental Loans may be incurred by any Borrower(s) and/or any other Credit Party at the option of the Borrowers.

Incremental Facilities. (a) The Borrower may, by written notice to Administrative Agent, elect to request the establishment of Parent 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 Term Loans (any such Terms Loans, “Incremental Term Loans”) or Revolving Commitments, as applicable, by executing and delivering to the Administrative Agent an Increased Facility Activation Notice specifying (i) the amount of such increase and the Facility or Facilities involved, (ii) the applicable Increased Facility Closing Date and (iii) in the case of Incremental Term Loans, (A) the applicable Incremental Term Maturity Date, (B) the amortization schedule for such Incremental Term Loans, and (C) the Applicable Margin for such Incremental Term Loans; provided, that (1) upon the effectiveness of each Incremental Term Loan or increase in Revolving Commitments no Default or Event of Default has occurred and is continuing or shall result therefrom; (2) on a Pro Forma Basis after giving effect to the incurrence of any Incremental Term Loans or increased Revolving Commitments, (assuming in the case of an increase in the Revolving Commitments the full drawing of such increased Revolving Commitments and, without duplication, after giving effect to (x) additional tranches of term loans or increases in Term Loans the borrowing of any Class (the commitments thereto, the “New Term Loan Revolving Loans on such day under such increased Revolving Commitments”), (y) increases in Revolving Credit Commitments of any Class (the “New Revolving Credit Commitments”), and/or other permitted pro forma adjustment events and (z) additional tranches any permanent repayment of Revolving Credit Commitments (Indebtedness after the “Additional Revolving Credit Commitments” andbeginning of the relevant determination period but prior to or simultaneous with borrowing), together the Parent is in compliance with the New financial covenants in Section 7.1; (3) in the case of an incurrence of an Incremental Term Loan, the Weighted Average Life to Maturity of such Incremental Term Loans shall not be shorter than the Weighted Average Life to Maturity of any then-outstanding Term Loans, (4) upon the effectiveness of each incurrence of any Incremental Term Loans or increase in 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 each of the Maximum Incremental Facilities Amount representations and warranties made by any Loan Party in or pursuant to the aggregate Loan Documents shall be true and not less than $10,000,000 individually correct in all material respects (or except to the extent (i) any such lesser amount representations and warranties relate, by their terms, to a specific date, in which case such representations and warranties shall be true and correct in all material respects on and as of such specific date and (xii) may any such representations and warranties are qualified by materiality, in which case such representations and warranties shall be approved true and correct in all respects) and (5) the Administrative Agent shall have received all flood hazard determination certifications, acknowledgements and evidence of flood insurance and other flood-related documentation with respect to real property Collateral as required by applicable law and as reasonably required by the Administrative Agent to comply with applicable law or the requirements of its regulators. Notwithstanding the foregoing, (yi) the aggregate amount of borrowings of Incremental Term Loans and incremental Revolving Commitments obtained after the Closing Date pursuant to this paragraph (together with the aggregate amount of all Incremental Equivalent Indebtedness incurred after the Closing Date) shall constitute not exceed 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. In connection with (ii) without the incurrence of any Indebtedness under this Section 2.14, at the request consent of the Administrative Agent, the Borrower shall provide each increase effected pursuant to the Administrative Agent a certificate certifying that the New Loan Commitments do not exceed the Maximum Incremental Facilities Amount, which certificate this paragraph shall be in reasonable detail and shall provide a minimum amount of at least $20,000,000 or if less the calculations and basis therefor and, subject to reclassification as set forth in Section 10.1, classify such Indebtedness as being incurred under clause (i) or clause (ii) balance of the definition of Maximum Incremental Facilities Amount. 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, subject, if applicable, to the proviso to Section 2.14(b); 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, on each applicable Increased Amount Date (subject to Section 1.12), such New Loan Commitments shall be subject to (i) no 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 Loan Commitments, as applicable, and subject to Section 1.12, (ii) 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(e), and (iii) the Borrower shall make any payments required pursuant to Section 2.11 in connection with the New Loan Commitments, as applicableremaining aggregate principal amount available. No Lender shall have any obligation to provide participate in any Commitments pursuant increase described in this paragraph unless it agrees to this Section 2.14(a). Any New Term Loans shall, at the election of the Borrower and agreed to by Lenders providing such New Loan Commitments, be 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. On and after the Increased Amount Date, Additional Revolving Credit Loans shall be designated a separate Series of Additional Revolving Credit Loans for all purposes of this Agreementdo so in its sole discretion.

Incremental Facilities. (a) The So long as no Event of Default under Section 9.1 (a) or (f) exists or would arise therefrom (provided that, to the extent the proceeds of Term Loans made pursuant to any Incremental Commitment will be used to consummate a Limited Condition Transaction, the requirement that there be no Event of Default under Section 9.1(a) or (f) shall only be required to be satisfied on the date on which definitive agreements with respect to such Limited Condition Transaction are entered into), the Borrower mayshall have the right, by written notice at any time and from time to Administrative Agenttime after the First Incremental Amendment Effective Date, elect (i) to request the establishment of new term loan commitments under one or more (x) additional tranches of new term loans or increases loan credit facilities to be included in Term Loans of any Class this Agreement (the commitments thereto, the “New Incremental Term Loan Commitments”), ) and (yii) increases in Revolving Credit Commitments to increase the Existing Term Loans by requesting new term loan commitments to be added to an Existing Term 1004254246v19 Tranche of any Class Term Loans (the “New Revolving Credit Commitments”), and/or (z) additional tranches of Revolving Credit Commitments (the “Additional Revolving Credit Supplemental Term Loan Commitments” and, together with the New Revolving Credit Incremental Term Loan Commitments, the “Incremental Revolving Credit Commitments”; together with ), provided that, (i) the New Term Loan Commitments and the New Revolving Credit Commitments, the “New Loan Commitments”) by an aggregate amount of Incremental Commitments permitted pursuant to this Section 2.6 shall not in excess exceed, at the time the respective Incremental Commitment becomes effective (A) $300 million plus (B) the amount that could be incurred pursuant to Section 8.1(b)(i); (ii) if any portion of the Maximum an Incremental Facilities Amount in the aggregate and not less than $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 Commitment is to such date), which may be incurred in Dollarsreliance on (i)(B) above, Euros or Pounds Sterling. In connection with the incurrence of any Indebtedness under this Section 2.14, at the request of Borrower shall have delivered a certificate to the Administrative Agent, certifying the amount of the available basket in such clause to be used for the incurrence of such Incremental Commitment or compliance with the financial test set forth in such clause (together with calculations demonstrating compliance with such test), as applicable, and (iii) if any portion of an Incremental Commitment is to be incurred in reliance on (i)(A) above, the Borrower shall provide have delivered a certificate to the Administrative Agent a certificate Agent, certifying the amount of the available basket in such clause to be used for the incurrence of such Incremental Commitment; provided further that (x) the New Loan Borrower may elect to use capacity under (i)(B) above prior to using capacity under (i)(A) above, (y) that any portion of any Incremental Commitments do not exceed the Maximum Incremental Facilities Amount, which certificate incurred in reliance on (i)(A) above shall be in reasonable detail reclassified (including for purposes of Section 8.1(b)(ii) and shall provide the calculations and basis therefor and, subject to reclassification as set forth in Section 10.1, classify such Indebtedness as being incurred under clause (i) or clause (ii26) of the definition of Maximum Incremental Facilities Amount. The “Permitted Liens”), as the Borrower may approach elect from time to time, as incurred under clause (i)(B) if the Borrower meets the applicable Senior Secured Indebtedness to EBITDA Ratio at such time, on a pro forma basis and (z) any Lender amounts incurred under (i)(A) above, concurrently incurred with, or in a single transaction or series of related transactions with, amounts incurred under (i)(B) above or under Section 8.1(b)(i) or under clause (26) of the definition of “Permitted Liens” will not count as indebtedness for the purposes of calculating the Senior Secured Indebtedness to EBITDA Ratio to determine availability at such time under clause (i)(B), Section 8.1(b)(i) or capacity under clause (26) of the definition of “Permitted Liens”). Any loans made in respect of any Person such Incremental Commitment (other than a natural Person) to provide all or a portion of the New Supplemental Term Loan Commitments, subject, if applicable, to the proviso to Section 2.14(b); 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, on each applicable Increased Amount Date (subject to Section 1.12), such New Loan Commitments ) shall be subject to (i) no 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 Loan Commitments, as applicable, and subject to Section 1.12, (ii) the New Loan Commitments shall be effected pursuant to one or more Joinder Agreements executed and delivered made 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(e), and (iii) the Borrower shall make any payments required pursuant to Section 2.11 in connection with the New Loan Commitments, as applicablecreating a new Tranche. No Lender shall have any obligation to provide any Commitments Each Incremental Commitment made available pursuant to this Section 2.14(a). Any New Term Loans shall, 2.6 shall be in a minimum aggregate amount of at the election least $15.0 million and in integral multiples of the Borrower and $5.0 million in excess thereof or such lower minimum amounts or multiples as agreed to by Lenders providing such New Loan Commitmentsthe Administrative Agent, be 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. On and after the Increased Amount Date, Additional Revolving Credit Loans shall be designated a separate Series of Additional Revolving Credit Loans for all purposes of this Agreementin its reasonably discretion from time to time.

Incremental Facilities. (a) The So long as no Event of Default under subsection 8(a) or (f) exists or would arise therefrom, the Borrower mayshall have the right, by written notice at any time and from time to Administrative Agenttime after the Closing Date, elect (i) to request the establishment of new term loan commitments under one or more (x) additional tranches of new term loans or increases loan credit facilities to be included in Term Loans of any Class this Agreement (the commitments thereto, the “New Incremental Term Loan Commitments”), (yii) increases to increase the loans in Revolving Credit Commitments any Tranche by requesting new term loan commitments to be added to an existing Tranche of any Class Loans (the “New Revolving Credit Supplemental Term Loan Commitments”), and/or (ziii) additional tranches of Revolving Credit Commitments to request new commitments under one or more new revolving facilities to be included in this Agreement (the “Additional Incremental Revolving Credit Commitments” and”), and (iv) to request new letter of credit facility commitments under one or more new letter of credit facilities to be included in this Agreement (together with the New Incremental Term Loan Commitments, Supplemental Term Loan Commitments and the Incremental Revolving Credit Commitments, the “Incremental Revolving Credit Commitments”; together with ), provided that, after the New Term Loan Commitments and the New Revolving Credit CommitmentsFourth Amendment Effective Date, the “New Loan Commitments”(i) by an aggregate amount not in excess of the Maximum Incremental Facilities Amount in the aggregate and principal amount of Incremental Commitments permitted pursuant to this subsection 2.5 is limited, at the time the respective Incremental Commitment becomes effective, to (A) the aggregate principal amount (not less than $10,000,000 individually (or such lesser amount as (xzero) may of Indebtedness that is permitted to be approved Incurred under subsection 7.1(b)(xiv)(i) by the Administrative Agent Borrower or its Restricted Subsidiaries at such time plus (yB) shall constitute the difference between the Maximum $250 million and (ii) if any portion of an Incremental Facilities Amount and all such New Loan Commitments obtained on or prior Commitment is to such date), which may be incurred in Dollarsreliance on subsection 7.1(b)(xiv)(i), Euros or Pounds Sterling. In connection with the incurrence of any Indebtedness under this Section 2.14, at the request of Borrower shall have delivered a certificate to the Administrative Agent, certifying compliance with the Borrower financial test set forth in such clause (together with calculations demonstrating compliance with such ratio). Any loans made in respect of any such Incremental Commitment (other than Supplemental Term Loan Commitments) shall provide be made by creating a new Tranche. Each Incremental Commitment under any Term Loan Facility made available pursuant to the Administrative Agent a certificate certifying that the New Loan Commitments do not exceed the Maximum Incremental Facilities Amount, which certificate this subsection 2.5 shall be in reasonable detail a minimum aggregate amount of at least $15,000,000 and shall provide the calculations and basis therefor and, subject to reclassification as set forth in Section 10.1, classify such Indebtedness as being incurred under clause (i) or clause (ii) integral multiples of the definition of Maximum Incremental Facilities Amount. 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, subject, if applicable, to the proviso to Section 2.14(b); provided that any Lender offered or approached to provide all or a portion of the New Loan Commitments may elect or decline, $1,000,000 in its sole discretion, to provide a New Loan Commitment. In each case, on each applicable Increased Amount Date (subject to Section 1.12), such New Loan Commitments shall be subject to (i) no 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 Loan Commitments, as applicable, and subject to Section 1.12, (ii) 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(e), and (iii) the Borrower shall make any payments required pursuant to Section 2.11 in connection with the New Loan Commitments, as applicable. No Lender shall have any obligation to provide any Commitments pursuant to this Section 2.14(a). Any New Term Loans shall, at the election of the Borrower and agreed to by Lenders providing such New Loan Commitments, be 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. On and after the Increased Amount Date, Additional Revolving Credit Loans shall be designated a separate Series of Additional Revolving Credit Loans for all purposes of this Agreementexcess thereof.

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 or increases in Term Loans of any Class (the commitments thereto, the “New Term Loan Commitments”), (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 $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. In connection with the incurrence of any Indebtedness under this Section 2.14, at the request of the Administrative Agent, the Borrower 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 in reasonable detail and shall provide the calculations and basis therefor and, subject to reclassification as set forth in Section 10.1, classify such Indebtedness as being incurred under clause (i) or clause (ii) of the definition of Maximum Incremental Facilities Amount. 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, subject, if applicable, to the proviso to Section 2.14(b); 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. Persons providing New Term Loan Commitments shall be reasonably satisfactory to the Borrower and, to the extent its consent would be required for an assignment of Loans or Commitments pursuant to Section 13.6, the Administrative Agent (not to be unreasonably withheld, conditioned or delayed). Notwithstanding anything herein to the contrary, any New Term Loan Commitments and Loans thereunder held or to be held by Affiliated Lenders, Affiliated Institutional Lenders, Holdings, the Borrower or any Subsidiary shall be governed by the same applicable assignment and participation provisions set forth in Section 13.6 that are applicable to assignments to or purchases by such Persons (as if such Persons had taken such New Term Loan Commitments and Loans thereunder by assignment or participation). In each case, on each such New Term Loan Commitments shall become effective as of the applicable Increased Amount Date (subject to Section 1.12), such New Loan Commitments shall be subject to Date; provided that (i) no 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 11.511.5 in connection with any acquisition (including any Permitted Acquisition) permitted by this Agreement or any Limited Condition Transaction described in clause (a) or (b) of the definition thereof) 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) the New Term 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(e), and (iii) the Borrower shall make any payments required pursuant to Section 2.11 in connection with the New Term Loan Commitments, as applicable. No Lender shall have any obligation to provide any Commitments pursuant to this Section 2.14(a). Any New Term Loans made on an Increased Amount Date shall, at the election of the Borrower and agreed to by Lenders providing such New Term Loan Commitments, be 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. On and after the Increased Amount Date, Additional Revolving Credit Loans shall be designated a separate Series of Additional Revolving Credit Loans for all purposes of this Agreement.

Incremental Facilities. (a) The Borrower may, by written Upon notice to the Administrative AgentAgent (which shall promptly notify the Lenders), elect the Borrower may from time to request the establishment of time add one or more (x) additional new tranches of term loans loan facilities (each an “Incremental Term Loan”) or increases request an increase in Term Loans the Aggregate Commitments (which increase may take the form of any Class (an increase to the commitments thereto, the “New Term Loan Commitments”), (y) increases in Revolving Credit Commitments of any Class Facility or to the Term Facility) (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 each an “Incremental Revolving Credit CommitmentsIncrease”; together with the New Incremental Term Loan Commitments Loans, and the New Revolving Credit Commitmentseach, the an “New Loan CommitmentsIncremental Facility”) by an amount (the “Incremental Amount”), together with amounts utilized to incur any Incremental Notes, not exceeding the sum of (A) $400,000,000, plus the aggregate amount not of all voluntary prepayments of Term Loans and permanent reductions of Revolving Credit Commitments made prior to the date of any applicable incurrence (other than, in excess each case, prepayments made with the proceeds of the Maximum Incremental Facilities Amount long term indebtedness), plus (B) an unlimited amount so long as, in the aggregate and not less than $10,000,000 individually case of this clause (or such lesser amount as B), (x) may be approved by in the Administrative Agent or case of Indebtedness secured on a pari passu basis with the Term Loans, the Consolidated Senior Secured Net Leverage Ratio of the Borrower and its Subsidiaries as of the last day of the applicable Reference Period, on a pro forma basis, does not exceed the Consolidated Senior Secured Net Leverage Incurrence Ratio, and (y) shall constitute in the difference between case of Indebtedness secured on a junior lien or unsecured basis, the Maximum Consolidated Total Leverage Ratio of the Borrower and its Subsidiaries as of the last day of the applicable Reference Period, on a pro forma basis does not exceed the Consolidated Total Leverage Incurrence Ratio; provided, that Incremental Facilities Amount and all such New Loan Commitments obtained on or prior to such date), which may be incurred under both the preceding clauses (A) and (B) in Dollars, Euros or Pounds Sterling. In connection with a single transaction by first calculating the incurrence of any Indebtedness under this Section 2.14, at the request portion of the Administrative Agent, the Borrower 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 in reasonable detail and shall provide the calculations and basis therefor and, subject to reclassification as set forth in Section 10.1, classify such Indebtedness as being incurred under clause (iB) or (without giving effect to the Indebtedness being incurred under clause (iiA)) of and second calculating the definition of Maximum Incremental Facilities Amount. 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, subject, if applicable, to the proviso to Section 2.14(bIndebtedness being incurred under clause (A); 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, on each applicable Increased Amount Date (subject to Section 1.12), such New Loan Commitments shall be subject to (i) no Event any such request for an Incremental Facility shall be in a minimum amount 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 Loan Commitments, as applicable, and subject to Section 1.12$25,000,000, (ii) the New Borrower may make a maximum of five such requests, (iii) no Incremental Term Loan Commitments shall mature earlier than the Maturity Date or have a shorter weighted average life to maturity than the remaining weighted average life to maturity of the Term Facility, (iv) each Incremental Term Loan shall rank pari passu or junior in right of payment, prepayment and/or voting with the Term Loans, including sharing in mandatory prepayments under Section 2.05(b) pro rata with the Term Loans (unless agreed to be effected pursuant to one or more Joinder Agreements executed and delivered paid after the Term Loans by the Borrower and Administrative AgentLenders providing such Incremental Term Loans), and each of which shall be recorded in (v) any Incremental Term Loan secured on a junior lien basis to the Register and Term Facility shall be subject to customary second lien, prepayment, standstill and other provisions reasonably acceptable to the requirements set forth in Section 5.4(eAdministrative Agent and the Borrower), (vi) no Incremental Facility shall be guaranteed by entities other than Subsidiary Guarantors and no Incremental Facility that is secured shall be secured by any assets other than Collateral, (vii) other than as expressly provided in this Section 2.16, any Incremental Term Loan shall be on terms and conditions substantially identical to, or (taken as a whole) not materially more favorable (as reasonably determined by the Borrower) to the lenders providing such Incremental Term Loan than those applicable to the Term Facility (except for covenants or other provisions applicable only to periods after the Maturity Date, closing date conditions, fees, interest rate and other economic terms) and (iiiviii) any Incremental Increase of the Revolving Credit Facility or the Term Facility shall be on terms identical to and pursuant to the documentation applicable to the Revolving Credit Facility or the Term Facility, as applicable (other than with respect to closing date conditions, fees for such Incremental Increase and other terms meant to implement such Incremental Increase). Incremental Facilities may be (but shall not be required to be) provided by any existing Lender, in each case on terms permitted in this Section 2.16 and otherwise on terms reasonably acceptable to the Borrower and the Administrative Agent; provided that the Borrower shall make not be required to offer or accept commitments from existing Lenders for any payments required pursuant Incremental Facility. At the time of sending the notice referred to Section 2.11 in connection the foregoing sentence, the Borrower (in consultation with the New Loan Commitments, as applicable. No Administrative Agent) shall specify the time period within which any Appropriate Lender is requested to respond (which shall have any obligation in no event be less than ten Business Days from the date of delivery of such notice to provide any Commitments pursuant to this Section 2.14(athe Appropriate Lenders). Any New Term Loans shall, at the election of the Borrower and agreed to by Lenders providing such New Loan Commitments, be 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. On and after the Increased Amount Date, Additional Revolving Credit Loans shall be designated a separate Series of Additional Revolving Credit Loans for all purposes of this Agreement.,

Incremental Facilities. (ai) The Borrower mayFor the avoidance of doubt and notwithstanding any provision to the contrary set forth in this Agreement or any other Loan Document, by written notice this Agreement may be amended (or amended and restated) at any time and from time to Administrative Agent, elect time to request increase the establishment of Aggregate Revolving Commitments or to establish one or more (x) additional separate tranches of term loans or (each such increase to the Revolving Commitments and/or establishment of a new tranche term loans being referred to herein as an “Incremental Facility,” and all of such increases in Term Loans of any Class (the commitments thereto, the “New Term Loan Commitments”), (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, and establishments being referred to collectively as the “Incremental Revolving Credit Commitments”; together with the New Term Loan Commitments and the New Revolving Credit Commitments, the “New Loan CommitmentsFacilities”) to be made to the Borrower by an aggregate amount not agreement in excess of writing entered into by the Maximum Incremental Facilities Amount in the aggregate and not less than $10,000,000 individually (or such lesser amount as (x) may be approved by Borrower, the Administrative Agent and each Person (including any Lender) that shall agree to provide any such increase to the Revolving Commitments or such separate tranches of term loans (y) shall constitute but without the difference between the Maximum Incremental Facilities Amount and all such New Loan Commitments obtained on or prior to such dateconsent of any other Lender), which may and each such Person that shall not already be incurred in Dollars, Euros or Pounds Sterling. In connection with the incurrence of any Indebtedness under this Section 2.14a Lender shall, at the request time such agreement becomes effective, become a Lender with the same effect as if it had originally been a Lender under this Agreement with the Revolving Commitment and/or term loan set forth in such agreement; provided, however, that: (A) without the written consent of the Administrative AgentRequired Lenders, the aggregate principal amount of increases in the Revolving Commitments and/or separate term loans effected after the Closing Date pursuant to this Section 11.01(b) shall not exceed $250,000,000; (B) the Borrower shall provide have delivered to the Administrative Agent a certificate certifying that Pro Forma Compliance Certificate demonstrating that, upon giving effect on a Pro Forma Basis to the New incurrence of any such Incremental Facility and the concurrent retirement of any other Indebtedness of a Consolidated Party, the Loan Parties would be in compliance with the financial covenants set forth the in Section 8.11 as of the most recent fiscal quarter end for which the Administrative Agent has received the Required Financial Information; (C) no Default or Event of Default shall exist at the time of the amendment giving effect to any such increase in the Revolving Commitments do not exceed and/or the Maximum Incremental Facilities Amountmaking of a separate term loan, which certificate as applicable, becomes effective; and (D) no Lender shall be obligated to participate in reasonable detail and shall provide the calculations and basis therefor and, subject any such increase by increasing its own commitment hereunder unless such Lender elects to reclassification as set forth in Section 10.1, classify such Indebtedness as being incurred under clause (i) or clause (ii) of the definition of Maximum Incremental Facilities Amount. 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, subject, if applicable, to the proviso to Section 2.14(b); provided that any Lender offered or approached to provide all or a portion of the New Loan Commitments may elect or decline, do so in its sole discretiondiscretion at the time of such increase. The terms applicable to any additional Revolving Commitments or term loans, to provide a New Loan Commitment. In each caseas applicable, on each applicable Increased Amount Date (subject to Section 1.12), such New Loan Commitments shall be subject the same as those applicable to the initial Revolving Commitments and Tranche B Term Loan, as applicable, (i) no 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 Loan Commitments, as applicable, and subject to Section 1.12, (ii) 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(e), and (iii) the Borrower shall make any payments required pursuant to Section 2.11 amendment in connection with the New Loan Commitmentsestablishment of such additional Revolving Commitments or term loans, as applicable. No Lender ), except, in the case of terms loans, in respect of pricing, amortization and maturity; provided, however, that (A) each such Incremental Facility structured as a separate term loan tranche may be provided the right to ratable (with the Tranche B Term Loan and each other Incremental Facility structured as a separate term loan tranche) prepayment in connection with any voluntary or mandatory prepayment, (B) no more than 20% of the initial principal amount of any Incremental Facility structured as a separate term loan tranche shall have any obligation to provide any Commitments amortize (pursuant to this Section 2.14(a). Any New Term Loans shall, at schedule amortization) prior to the election Maturity Date of the Borrower and agreed to by Lenders providing such New Loan CommitmentsTranche B Term Loan, be designated (C) the final maturity date of any Incremental Facility structured as (a) a separate series term loan tranche shall not occur prior to the Maturity Date of the Tranche B Term Loan or the final maturity date of any other then existing Incremental Facility structured as a separate term loan tranche and (D) with respect to any Incremental Facility structured as a “Series”) of New Term Loans for all purposes of this Agreement separate term 126 loan tranche and that is funded to the Borrower on or (b) as part of a Series of existing Term Loans for all purposes of this Agreement. On and before the date 18 months after the Increased Amount Closing Date, Additional Revolving Credit Loans shall be designated the Applicable Yield of such Incremental Facility may not exceed the Applicable Yield of the Tranche B Term Loan or any other then outstanding Incremental Facility structured as a separate Series of Additional Revolving Credit Loans term loan tranche by more than 0.25% (it being understood that the Applicable Rate for all purposes of this Agreementthe Tranche B Term Loan or any such Incremental Facility may be increased and/or additional fees may be paid to the Lenders holding the Tranche B Term Loan and/or any such Incremental Facility to the extent necessary to satisfy such requirement).

Incremental Facilities. (a) The Borrower mayNotwithstanding anything to the contrary herein, by written notice this Agreement and the other Loan Documents may be amended at any time and from time to Administrative Agent, elect time to request the establishment of establish one or more (x) additional tranches classes of term or revolving loans or increases in Term Loans of any Class (the commitments thereto, the “New Term Loan Commitments”), (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 agreement in excess of writing entered into by the Maximum Incremental Facilities Amount in the aggregate and not less than $10,000,000 individually (or such lesser amount as (x) may be approved by Borrower, the Administrative Agent or and each Person (yincluding any Lender) that shall constitute agree to make a loan of any class so established (but without the difference between the Maximum Incremental Facilities Amount and all such New Loan Commitments obtained on or prior to such dateconsent of any other Lender), which may and each such Person that shall not already be incurred in Dollars, Euros or Pounds Sterling. In connection with the incurrence of any Indebtedness under this Section 2.14a Lender shall, at the request time such agreement becomes effective, become a Lender with the same effect as if it had originally been a Lender under this Agreement; provided that the aggregate outstanding principal amount of the Administrative Agentloans of all classes established pursuant to this Section shall not exceed $750,000,000. Any such agreement shall amend the provisions of this Agreement and the other Loan Documents to set forth the terms of the class of loans established thereby, including the amount and final maturity thereof (which shall not be earlier than the Tranche B Term Maturity Date), in the case of term loans, any provisions relating to amortization or mandatory prepayments or offers to prepay (it being agreed that the Weighted Average Life of such loans may be no less than the then current Weighted Average Life of the Tranche B Term Loans and that provisions for mandatory prepayments of and offers to prepay the term loans of any class may require such term loans to be prepaid or offered the right to be prepaid ratably with the Term Loans but shall not include any additional mandatory prepayment rights) and the interest to accrue and be payable thereon and any fees to be payable in respect thereof, and to effect such other changes (including changes to the provisions of Sections 2.18 and 9.02, the definition of “Required Lenders” and any other provision of any Loan Document specifying the number or percentage of Lenders (or Lenders of any Class) required to waive, amend or modify any rights under the Loan Documents or make any determination or grant any consent under the Loan Documents) as the Borrower shall provide to and the Administrative Agent a certificate certifying that the New 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 and, subject to reclassification as set forth in Section 10.1, classify such Indebtedness as being incurred under clause (i) deem necessary or clause (ii) of the definition of Maximum Incremental Facilities Amount. 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, subject, if applicable, to the proviso to Section 2.14(b); 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, on each applicable Increased Amount Date (subject to Section 1.12), such New Loan Commitments shall be subject to (i) no 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 Loan Commitments, as applicable, and subject to Section 1.12, (ii) 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(e), and (iii) the Borrower shall make any payments required pursuant to Section 2.11 advisable in connection with the New Loan Commitmentsestablishment of any such class of term loans; provided that no such agreement shall amend Article V, VI or VII to establish any affirmative or negative covenant, Event of Default or remedy that by its terms benefits any such class of loans but not the outstanding Loans without the prior written consent of Lenders holding a majority in interest of the outstanding Loans; and provided further, that, if at the time of the establishment of any class of term loans, the Applicable Margin for Tranche B Term Loans is less than the interest rate margin that would be applicable to such class of term loans by more than 0.50% per annum, the Applicable Margin for Tranche B Term Loans shall be increased as applicablenecessary so that such rate is not less than the interest rate margin applicable to such class of term loans minus 0.50%. No Lender shall have The loans of any obligation to provide any Commitments class established pursuant to this Section 2.14(a)paragraph shall, to the extent provided in the agreement entered into in connection therewith, be entitled to all the benefits afforded by this Agreement and the other Loan Documents, and shall benefit equally and ratably from the Guarantees and security interests created by the Collateral Agreement and the other Security Documents. Any New The proceeds of loans extended pursuant to this paragraph may not be used directly or indirectly to repay Tranche B Term Loans shall, at unless the election relevant loans extended pursuant to this paragraph mature on a date no earlier than the later of (x) six months after the Tranche B Maturity Date and (y) the fifth anniversary of the Borrower and agreed to by Lenders providing closing of such New Loan Commitments, be 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. On and after the Increased Amount Date, Additional Revolving Credit Loans shall be designated a separate Series of Additional Revolving Credit Loans for all purposes of this Agreementloans.

Incremental Facilities. (a) The So long as no Event of Default exists or would arise therefrom, the Borrower mayshall have the right, by written notice at any time and from time to Administrative Agent, elect time after the Closing Date to (i) request the establishment of new term loan commitments under one or more (x) additional tranches new term loan credit facilities to be included in this Agreement and/or increase the principal amount of term loans or increases in any class of Term Loans of any Class (the commitments theretoeach, an “Incremental Term Facility” and, collectively, the “New Incremental Term Loan Commitments”)) and/or (ii) increase the Total Revolving Commitment (each, (y) increases in an “Incremental Revolving Credit Commitments of any Class (Facility” and, such commitments, the “New Incremental Revolving Credit Commitments”); together with the Incremental Term Loan Commitments, and/or (z) additional tranches of Revolving Credit Commitments (the “Additional Revolving Credit Incremental Commitments” and, together with any Incremental Term Facility, “Incremental Facilities”; and the New Revolving Credit Commitmentsloans thereunder, the “Incremental Revolving Credit Commitments”; Loans” and, together with any Incremental Term Loans, “Incremental Loans”) so long as the New Term Loan aggregate outstanding principal amount of all unutilized Incremental Commitments and Incremental Loans does not exceed the New Revolving Credit CommitmentsIncremental Amount (and the Borrower shall deliver a certificate, the “New Loan Commitments”) by an aggregate amount not in excess of the Maximum Incremental Facilities Amount in the aggregate and not less than $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 the date on which such date), which may be incurred in Dollars, Euros or Pounds Sterling. In connection with the incurrence of any Indebtedness under this Section 2.14, at the request of the Administrative Agent, the Borrower Incremental Commitment shall provide become effective to the Administrative Agent a certificate certifying that the New Loan Commitments do not exceed the Maximum Incremental Facilities Amount, which certificate shall be Borrower is in reasonable detail and shall provide the calculations and basis therefor and, subject to reclassification as set forth in Section 10.1, classify such Indebtedness as being incurred under clause (i) or clause (ii) of the definition of Maximum Incremental Facilities Amount. 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, subject, if applicable, to the proviso to Section 2.14(b); 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, on each applicable Increased Amount Date (subject to Section 1.12), such New Loan Commitments shall be subject to (i) no Event of Default (except in connection compliance 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 Loan Commitments, as applicable, and subject to Section 1.12, (ii) 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(e), and (iii) the Borrower shall make any payments required pursuant to Section 2.11 in connection with the New Loan Commitments, as applicable. No Lender shall have any obligation to provide any Commitments pursuant to this Section 2.14(a4.17). Any New Incremental Term Loans shall, at Loan Commitment Incurred in the election form of the Borrower and agreed increases to by Lenders providing such New Loan Commitments, be 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 any Class of existing Term Loans for all purposes of this Agreement. On and after the Increased Amount Date, Additional Revolving Credit Loans shall be designated a separate Series identical to and form part of Additional such Term Loans. Any Incremental Revolving Credit Loans for all purposes Commitments shall be Incurred in the form of this Agreementincreases to the Revolving Commitments and shall be identical to and form part of such Revolving Facility.

Incremental Facilities. (a) (a) (a) The Borrower may, by written notice to Administrative Agent, elect to request the establishment of and any one or more Lenders (xincluding New Lenders) additional tranches may from time to time agree that such Lenders shall make, obtain or increase the amount of term loans or increases in their Incremental Term Loans of any Class (the commitments thereto, the an “New Incremental Term Loan CommitmentsFacility”), (y) increases in Revolving Credit Commitments of any Class (the “New Revolving Credit Commitments”), and/or (z) additional tranches of or Revolving Credit Commitments (the “Additional Revolving Credit Commitments” and, together with the New Revolving Credit Commitments, the “Incremental Increased Revolving Credit Commitments”; together with the New any Incremental Term Loan Commitments Facility, the “Incremental Facilities”), as applicable, by executing and delivering to the Administrative Agent an Increased Facility Activation Notice specifying (i) the amount of such increase, (ii) the applicable Increased Facility Closing Date, (iii) in the case of Incremental Term Loans, (x) the applicable Incremental Term Maturity Date, (y) the amortization schedule for such Incremental Term Loans, and (z) the Applicable Margin for such Incremental Term Loans; provided that (i) subject to the Borrower’s right to make an LCALCT Election with respect to any Limited Condition AcquisitionTransaction , in which case, Section 1.3(b) shall apply, no Default or Event of Default exists or would exist after giving effect to such Incremental Facility and the New incurrence of any Loans thereunder on the applicable Increased Facility Closing Date, (ii)(x) the maturity date and Weighted Average Life to Maturity of any such Incremental Term Loan Facility shall be no earlier than (orbut may be the same as) the maturity dateLatest Term Maturity Date of any Loans or Commitments outstanding as of the time of the issuance thereof, and (y) the Weighted Average Life to Maturity, respectively, of theany such Incremental Term Loan Facility shall be no shorter than the Weighted Average Life to Maturity (determined without giving effect to voluntary prepayments that reduce amortization of term loans outstanding as of the time of the issuance thereof) of the Existing Tranche A Term Loans, (iii) the interest rates and amortization schedule applicable to any Incremental Term Loan Facility shall be determined by the Borrower and the lenders thereunder, (iv) subject to the Borrower’s right to make an LCALCT Election with respect to any Limited Condition AcquisitionTransaction, in which case, Section 1.3(b) shall apply, the Borrower shall be in Pro Forma Compliance with the Financial Covenants (such calculation to be made (I) assuming in the case of any Incremental Revolving Credit Commitments, that the “New full amount thereof is to be drawn and (II) any proceeds of any Incremental Facility shall be disregarded in any netting calculations in determination of such Financial Covenants) and (v) any Increased Revolving Credit Commitments shall be on terms and pursuant to documentation applicable to the Revolving Credit Facility (including the maturity date in respect thereof) and any Incremental Term Loan Commitments”Facility shall be on terms and pursuant to documentation agreed to between the Borrower and the Person providing such Incremental Term Loan Facility; provided that, (1) to the extent such terms are not consistent with, in the case of an Incremental Term Loan Facility, the Tranche A Term Loan Facility (except to the extent permitted by an clause (ii) and (iii) above), shall not be materially more restrictive to Borrower and its Restricted Subsidiaries, when taken as a whole, than those under the Tranche A Term Loan Facility (except if (x) such covenants or other provisions are applicable only to periods after the latest final maturity date of the Tranche A Term Loan Facility, (y) the existing Lenders under the Tranche A Term Loan Facility receive the benefit of such terms or (z) such terms are reasonably satisfactory to the Administrative Agent or are, in the reasonable judgment of the Borrower, generally customary for similarly situated borrowers in the current market conditions) and (2) to the extent such documentation is not consistent with the documentation in respect of the Tranche A Term Loan Facility, it shall be reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, (i) without the consent of the Required Lenders, the aggregate amount of Incremental Term Loans and Increased Revolving Credit Commitments obtained after the Closing Date pursuant to this paragraph shall not in excess of exceed the Maximum Incremental Facilities Amount and (ii) without the consent of the Administrative Agent, each increase effected pursuant to this paragraph shall be in the aggregate and not less than a minimum amount of at least $10,000,000 individually 15,000,000 (or such lesser amount as (x) may be approved by of 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 datethen unused), which may be incurred in Dollars, Euros or Pounds Sterling. In connection with the incurrence of any Indebtedness under this Section 2.14, at the request of the Administrative Agent, the Borrower 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 in reasonable detail and shall provide the calculations and basis therefor and, subject to reclassification as set forth in Section 10.1, classify such Indebtedness as being incurred under clause (i) or clause (ii) of the definition of Maximum Incremental Facilities Amount. 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, subject, if applicable, to the proviso to Section 2.14(b); 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, on each applicable Increased Amount Date (subject to Section 1.12), such New Loan Commitments shall be subject to (i) no 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 Loan Commitments, as applicable, and subject to Section 1.12, (ii) 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(e), and (iii) the Borrower shall make any payments required pursuant to Section 2.11 in connection with the New Loan Commitments, as applicable. No Lender shall have any obligation to provide participate in any Commitments pursuant increase described in this paragraph unless it agrees to this Section 2.14(a). Any New Term Loans shall, at the election of the Borrower and agreed to by Lenders providing such New Loan Commitments, be 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. On and after the Increased Amount Date, Additional Revolving Credit Loans shall be designated a separate Series of Additional Revolving Credit Loans for all purposes of this Agreementdo so in its sole discretion.

Incremental Facilities. (a) The At any time and from time to time after the Restatement Effective Date, subject to the terms and conditions set forth herein, the Borrower may, by written notice to the Administrative AgentAgent (whereupon the Administrative Agent shall promptly make available to each of the Lenders), elect request to request the establishment of effect 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”), (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” andor, 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 $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. In connection with the incurrence of any Indebtedness under this Section 2.14, at the request of the Administrative Agent, the Borrower shall provide solely to the Administrative Agent a certificate certifying that the New 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 and, subject to reclassification as extent set forth in Section 10.12.14(d) below, classify such Indebtedness as being incurred provide commitments under clause a new facility constituting a Last Out Tranche) (ian “Incremental Commitment”) from one or clause (ii) of the definition of Maximum more Incremental Facilities Amount. 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, subject, if applicable, to the proviso to Section 2.14(b)Lenders; provided that any Lender offered or approached to provide all or a portion (A) at the time of each such request and upon the New Loan Commitments may elect or declineeffectiveness of each Incremental Facility Amendment, in its sole discretion, to provide a New Loan Commitment. In each case, on each applicable Increased Amount Date (subject to Section 1.12), such New Loan Commitments shall be subject to (i) no Event of Default shall have occurred and be continuing (except in connection with an acquisition or investment (including any a Permitted Acquisition or Investment)any other Investment not prohibited by the terms of this Agreement, which shall be subject to no continuing Event of Default under Section 11.1 or Section 11.5) or shall exist on such Increased Amount Date before or after giving effect to such New Loan Commitments, as applicable, and subject to Section 1.12result therefrom, (iiB) the New Loan Commitments arrangement, upfront or similar fees in respect of such Incremental Commitment and the extensions of credit thereunder shall be effected pursuant to one or more Joinder Agreements executed and delivered determined by the Borrower and Administrative Agentthe applicable Incremental Lenders; provided that, except with respect to any Last Out Tranche under Section 2.14(d) below, the Applicable Margins and Commitment Fees hereunder shall be increased if necessary to be consistent with that for such Incremental Commitment, and each of which shall be recorded in the Register and shall be subject to the requirements (C) except as set forth in clause (B) above or, with respect to any Last Out Tranche under Section 5.4(e)2.14(d) below, any Incremental Commitment shall be on the same terms and (iii) the Borrower shall make any payments required pursuant to Section 2.11 the same documentation applicable to the existing Revolving Credit Commitments hereunder. Notwithstanding anything to the contrary herein, the aggregate principal amount of all Incremental Commitments plus the Total Revolving Credit Commitment shall not exceed $900,000,000.1,250,000,000. Each Incremental Commitment shall be in connection with the New Loan Commitments, as applicable. No Lender shall have any obligation to provide any Commitments pursuant to this Section 2.14(a). Any New Term Loans shall, at the election a minimum principal amount of $10,000,000 and integral multiples of $5,000,000 in excess thereof (unless the Borrower and agreed to by Lenders providing the Administrative Agent otherwise agree); provided that such New Loan Commitments, amount may be designated as (a) a separate series (a “Series”) less than $10,000,000 if such amount represents all the remaining availability under the aggregate principal amount 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. On and after the Increased Amount Date, Additional Revolving Credit Loans shall be designated a separate Series of Additional Revolving Credit Loans for all purposes of this AgreementIncremental Commitments set forth above.

Incremental Facilities. (a) The At any time and from time to time, subject to the terms and conditions set forth herein, the Borrower may, by written notice to the Administrative AgentAgent (whereupon the Administrative Agent shall promptly deliver a copy of such notice to each of the Lenders), elect request to request the establishment of incur additional Junior Lien Term Loans or add 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”), (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 CommitmentsOther Term Loans” and, together with the New Revolving Credit Commitmentsany additional Junior Lien Term Loans incurred pursuant to this Section 2.23, the “Incremental Revolving Credit CommitmentsFacilities”; together with the New Term Loan Commitments and the New Revolving Credit Commitmentsloans thereunder, the “New Loan CommitmentsIncremental Term Loans”). Notwithstanding anything to the contrary herein, without the consent of the Required Lenders, the aggregate amount of the Incremental Facilities shall not exceed, at any time, the sum of (x) the amount of all voluntary prepayments of the Term Loans pursuant to Section 2.12, in each case made prior to the date of incurrence of such Incremental Facility (other than in connection with any refinancing of such Term Loans) plus (y) an additional amount (each such Incremental Facility incurred under this clause (y), a “Ratio-Based Incremental Facility”) by so long as, in the case of this clause (y), upon the effectiveness of each Incremental Facility Amendment, the Senior Secured Leverage Ratio, determined on a Pro Forma Basis (after giving effect to any Pro Forma Transaction, including any acquisition consummated with the proceeds of such Ratio-Based Incremental Facility), in each case, as if such Ratio-Based Incremental Facility had been outstanding on the last day of such Relevant Reference Period (provided, that the Senior Secured Leverage Ratio shall be determined without netting the proceeds from the incurrence of such Ratio-Based Incremental Facility (it being understood, for the avoidance of doubt, that such proceeds, to the extent constituting cash or Cash Equivalents, may be netted for subsequent determinations of the Senior Secured Leverage Ratio)), shall not exceed 5.70:1.00. All 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 $10,000,000 individually 5.0 million (or in such lesser minimum amount as (x) may be approved agreed by the Administrative Agent or (y) shall constitute the difference between the Maximum Incremental Facilities Amount and all Agent); provided, that such New Loan Commitments obtained on or prior to such date), which amount may be incurred less than the applicable minimum amount if such amount represents all the remaining availability in Dollars, Euros or Pounds Sterling. In connection with the incurrence of any Indebtedness under this Section 2.14, at the request respect of the Administrative Agent, the Borrower 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 in reasonable detail and shall provide the calculations and basis therefor and, subject to reclassification as set forth in Section 10.1, classify such Indebtedness as being incurred under clause (i) or clause (ii) of the definition of Maximum Incremental Facilities Amount. 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, subject, if applicable, to the proviso to Section 2.14(b); 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, on each applicable Increased Amount Date (subject to Section 1.12), such New Loan Commitments shall be subject to (i) no 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 Loan Commitments, as applicable, and subject to Section 1.12, (ii) 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(e), and (iii) the Borrower shall make any payments required pursuant to Section 2.11 in connection with the New Loan Commitments, as applicable. No Lender shall have any obligation to provide any Commitments pursuant to this Section 2.14(a). Any New Term Loans shall, at the election of the Borrower and agreed to by Lenders providing such New Loan Commitments, be 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. On and after the Increased Amount Date, Additional Revolving Credit Loans shall be designated a separate Series of Additional Revolving Credit Loans for all purposes of this AgreementFacilities.

Incremental Facilities. (a) The (a) Parent Borrower mayshall have the right, by written but not the obligation, after the Closing Date, upon notice to the Administrative AgentAgent (an “Incremental Borrowing Notice”), elect to request the establishment of incur one or more additional term loan facilities (x) additional tranches of term loans or increases in Term Loans of any Class (the commitments theretoeach, the an “New Incremental Term Loan CommitmentsFacility”) or additional revolving facilities (each, an “Incremental Revolving Facility”), (y) or one or more increases in the aggregate commitments under the Initial Revolving Credit Commitments Facility (each, an “Incremental Revolving Increase”) (which may, with respect to any Incremental Revolving Facility or any Incremental Revolving Increase, at the election of any Class Parent Borrower and with the consent of the LC Issuer, include a proportionate increase to the LC Commitment Amount and, with the consent of the Swing Line Lender (the “New Revolving Credit Commitments”such consent not to be unreasonably withheld or delayed), and/or the Swing Line Commitment) (z) additional tranches of each, an “Incremental Initial Revolving Credit Commitments (Facility,” the “Additional Revolving Credit Commitments” and, together with the New Revolving Credit Commitmentsloans thereunder, the “Incremental Initial Revolving Credit CommitmentsLoans”; together with ) (and each of the New Term Loan Commitments foregoing, an “Incremental Facility” and the New Revolving Credit Commitmentscollectively, the “New Loan CommitmentsIncremental Facilities”), in each case sharing in the Collateral (as defined below) by on a pari passu or junior basis, in an aggregate amount not in excess of the Maximum Incremental Facilities Amount in the aggregate and not less than $10,000,000 individually (or such lesser amount as up to (x) may be approved by $30.0 million minus 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 aggregate amount of Indebtedness incurred in Dollars, Euros or Pounds Sterling. In connection with the incurrence of any Indebtedness under this Section 2.14, at the request of the Administrative Agent, the Borrower 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 in reasonable detail and shall provide the calculations and basis therefor and, subject to reclassification as set forth in Section 10.1, classify such Indebtedness as being incurred under reliance on clause (i) or clause (iia)(x) of the definition of Maximum “Permitted Incremental Facilities Amount. The Borrower may approach any Lender or any Person Indebtedness,” plus (other than a natural Persony) unlimited additional amounts so long as after giving effect to provide all or a portion the incurrence of the New Loans in respect of such Incremental Term Loan CommitmentsCommitments and/or Incremental Revolving Credit Commitments (assuming the full amount thereof is drawn) and/or Permitted Incremental Indebtedness incurred under Section 7.03(w) and after giving effect to any Specified Transaction that may be consummated in connection therewith, subjectthe Leverage Ratio (calculated on a Pro Forma Basis and provided that (A) all Permitted Incremental Indebtedness incurred under Section 7.03(w) shall also be included in such calculation for this purpose, if applicable, whether or not it would otherwise be included and (B) the proceeds of the Incremental Facility being incurred shall not be netted against indebtedness for purposes of the calculation relating to the proviso such incurrence) shall not be greater than 3.00 to Section 2.14(b)1.00; provided that (a) no commitment of any Lender offered or approached to provide all or a portion may be increased without the consent of the New Loan Commitments may elect or declinesuch Lender, in its sole discretion, to provide a New Loan Commitment. In each case, on each applicable Increased Amount Date (subject to Section 1.12), such New Loan Commitments shall be subject to (ib) no Event of Default exists after giving effect thereto (provided, however, that if the proceeds of such Incremental Facilities are used to finance a Permitted Acquisition or other Investment permitted by this Agreement (and costs reasonably related thereto), it shall only be required that no Specified Event of Default shall be continuing at the time of incurrence), (c) except in the case of an Incremental Facility the proceeds of which are used to finance a Permitted Acquisition or other permitted Investment, the Parent Borrower shall be in compliance with the covenant under Section 7.06(a), (d) any Incremental Facility that is an increase in the aggregate amount of the Initial Revolving Commitment shall be on the same terms and pursuant to the same documentation as the Initial Revolving Commitment, (e) the yield applicable to any Incremental Initial Revolving Facility shall be equal to the corresponding yield on the Initial Revolving Facility (calculated for such Incremental Initial Revolving Facility and Initial Revolving Facility inclusive of any original issue discount and/or upfront fee percentage paid to all Lenders, but exclusive of any arrangement, underwriting or similar fees); provided, that Parent Borrower may increase the pricing of the Initial Revolving Facility, without the consent of the Administrative Agent or any Lender, such that the foregoing is true, including increasing the Applicable Margin, the Commitment Fee, adding or increasing an existing “LIBOR Floor” (if applicable), and paying additional original issue discount and/or upfront fees, (f) in the case of any Incremental Revolving Facility, (i) such Incremental Revolving Facility shall have a final maturity no earlier than the Revolving Facility Termination Date then applicable to the Initial Revolving Facility and (ii) such Incremental Revolving Facility shall provide that (A) the borrowing and repayment (except for (1) payments of interest and fees at different rates on the Incremental Revolving Facility (and related outstandings), (2) repayments required upon the maturity date of the Incremental Revolving Facility and (3) repayment made in connection with an acquisition a permanent repayment and termination of commitments (subject to clause (C) below)) of Loans with respect to Incremental Revolving Credit Commitments after the effectiveness of such Incremental Revolving Facility shall be made on a pro rata basis with all other Revolving Credit Commitments on the date of effectiveness of such Incremental Revolving Facility, (B) subject to the provisions of Sections 2.04(e) and 2.05(h) to the extent dealing with Swing Loans and Letters of Credit which mature or investment expire after a maturity date when there exists Incremental Revolving Facilities with a longer maturity date, all Swing Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders with Commitments in accordance with their percentage of the Revolving Credit Commitments on the effective date of such Incremental Revolving Facility (including any Permitted Acquisition or Investmentand except as provided in Section 2.04(e) and Section 2.05(h), no Event of Default under Section 11.1 or Section 11.5) shall exist on such Increased Amount Date before or after without giving effect to such New Loan Commitmentschanges thereto on an earlier maturity date with respect to Swing Loans and Letters of Credit theretofore incurred or issued), (C) Incremental Revolving Facilities may include provisions relating to swing line loans and/or letters of credit, as applicable, issued thereunder, which issuances shall be on terms substantially similar (except for the overall size of such subfacilities, the fees payable in connection therewith and subject the identity of the swing line lender and letter of credit issuer, as applicable, which shall be determined by the Parent Borrower, the lenders of such commitments and the applicable letter of credit issuers and swing line lenders and borrowing, repayment and termination of commitment procedures with respect thereto, in each case which shall be specified in the applicable Incremental Revolving Credit Assumption Agreement) to Section 1.12the terms relating to Swing Loans and Letters of Credit with respect to the Revolving Commitments or otherwise reasonably acceptable to the Administrative Agent and (D) assignments and participations of Incremental Revolving Commitments and Loans shall be governed by the same assignment and participation provisions, (g) the yield applicable to any Incremental Term Loan Facility or Incremental Revolving Facility shall not be more than 0.50% higher than the yield on the corresponding Initial Facility (calculated for both such Incremental Facility and the corresponding Initial Facility inclusive of any “LIBOR Floor” (if, applicable), original issue discount and/or upfront fees paid to all Lenders under such Initial Facility, but exclusive of any arrangement, underwriting or similar fee paid), unless the yield with respect to the applicable Initial Facility is increased by an amount equal to or greater than the difference between the yield with respect to the Incremental Facility and the corresponding yield on such Initial Facility minus 0.50% (for purposes of determining the difference in “yield” as to such Incremental Facility and the corresponding Initial Facility, yield shall be calculated by adding the difference with respect to such Incremental Facility and such corresponding Initial Facility of each of the following: (i) Applicable Revolving Loan Margin or Applicable Term Loan Margin, as applicable, (ii) “LIBOR floor”, which shall be equated to yield by taking the difference of (A) the “LIBOR floor” of such facility and (B) the 3-month Adjusted Eurodollar Rate as of a date ten (10) Business Days prior to the closing of such Incremental Facility and (iii) original issue discount and/or upfront fees, which shall be equated to yield by dividing such original issue discount and/or upfront fee percentage (as of the date such facility was funded, in each case), by four (4) (provided, that for purposes of calculating the yield related to the original issue discount and/or upfront fee percentage of the Incremental Facilities, if the Weighted Average Life to Maturity of the Incremental Facility is shorter than 4 years, the actual Weighted Average Life to Maturity), (h) the maturity of any Incremental Term Loan Facility shall not be earlier than the Latest Maturity Date of the Initial Term Loans, (i) the Weighted Average Life to Maturity of any Incremental Term Loan Facility shall not be shorter than that of the Initial Term Loan Facility, (j) the Incremental Term Loan Facility shall provide that such facility shall be prepaid with the proceeds of mandatory prepayment events on a pro rata basis or less than a pro rata basis (but not greater than a pro rata basis) with other then outstanding Initial Term Loans, (k) the covenants, events of default and guarantees of such Incremental Term Loan Facility or Incremental Revolving Facility, if not consistent with the terms of the corresponding Initial Facility (A) shall be as mutually agreed upon between Parent Borrower and lenders providing such Incremental Facility and (B) shall not be more restrictive to Parent Borrower, when taken as a whole, than the terms of the corresponding Initial Facility unless (1) Lenders under the corresponding Initial Facility also receive the benefit of such more restrictive terms (without any consent being required) or (2) any such provisions apply after the Latest Maturity Date of the corresponding Initial Facility and (l) (x) Incremental Term Loan Facilities shall be requested in minimum amounts of $2.5 million or a higher multiple of $1.0 million and (y) Incremental Revolving Facilities shall be requested in minimum amounts of $1.0 million or a higher multiple of $1.0 million. The proceeds of each Incremental Facility may be used to finance working capital needs, for general corporate purposes and to finance any transactions permitted by this Agreement. The commitments in respect of any Incremental Facilities may be denominated in U.S. Dollars and/or other currencies as agreed among Parent Borrower, the Administrative Agent and the lenders providing such Incremental Facilities. Each Incremental Borrowing Notice shall set forth (i) the amount of the Incremental Term Loan Commitments or Incremental Revolving Credit Commitments being requested, (ii) the New date on which such Incremental Term Loan Commitments or Incremental Revolving Credit Commitments are requested to become effective (which shall not be effected pursuant less than five (5) Business Days nor more than sixty (60) days after the date of Incremental Borrowing Notice, unless otherwise agreed 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(e), ) and (iii) the Borrower shall make any payments required pursuant to Section 2.11 in connection with the New whether such Incremental Term Loan Commitments, as applicable. No Lender shall have any obligation if any, are to provide any be Term Commitments pursuant or commitments to this Section 2.14(a). Any New make term loans with terms different from the Term Loans shall, at the election of the Borrower and agreed to by Lenders providing such New Loan Commitments, be designated as (a) a separate series (a “SeriesOther Term Loans”) 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. On and after the Increased Amount Date, Additional Revolving Credit Loans shall be designated a separate Series of Additional Revolving Credit Loans for all purposes of this Agreement).

Incremental Facilities. (ai) The Borrower Borrowers or any Guarantor organized in the United States or Canada (any such Guarantor, for so long as loans or commitments remain outstanding under the applicable Incremental Facility, an “Additional Borrower”) may, by written notice to the Administrative Agent, elect to request the establishment of one or more (x) additional new tranches of term loans facilities denominated in Dollars, an Alternative Currency or increases in Term Loans of any Class (other currency agreed to by the commitments theretoapplicable Borrower, the Administrative Agent and the Lenders providing such New Term Loan Facility (each, a “New Term Loan CommitmentsFacility”)) and/or increase the principal amount of the Initial Term Loans, any Incremental Term Loans or any Extended Term Loans by requesting new term loan commitments to be added to such Loans (ytogether with any New Term Loan Facility, an “Incremental Term Facility” and, any Loans made pursuant to an Incremental Term Facility, “Incremental Term Loans”) increases in Revolving Credit Commitments and/or request the establishment of any Class (the “New Revolving Credit Commitments”), and/or (z) additional one or more new tranches of Revolving Credit Commitments (the each, a “Additional New Revolving Credit CommitmentsFacility”) and/or request an increase in any Tranche of Revolving Credit Commitments (together with any New Revolving Credit Facility, an “Incremental Revolving Credit Facility” and, together with the New Revolving Credit Commitmentsany Incremental Term Facility, “Incremental Facilities” and, the loans thereunder, “Incremental Revolving Credit Commitments”; Loans” and, together with any Incremental Term Loans, “Incremental Loans”); provided that no existing Lender will have an obligation to make any Incremental Facility, nor will the New Term Loan Commitments and the New Revolving Credit CommitmentsBorrower have any obligation to approach any existing Lenders to provide any Incremental Facility, 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 $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. In connection with the incurrence of any Indebtedness under this Section 2.14, at the request of the Administrative Agent, the Borrower 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 in reasonable detail and shall provide the calculations and basis therefor and, subject to reclassification as set forth in Section 10.1, classify such Indebtedness as being incurred under clause (i) or clause (ii) of the definition of Maximum Incremental Facilities Amount. 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, subject, if applicable, to the proviso to Section 2.14(b); 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, on each applicable Increased Amount Date (subject to Section 1.12), such New Loan Commitments shall be subject to (i) no 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 Loan Commitments, as applicable, and subject to Section 1.12, (ii) 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(e), and (iii) the Borrower shall make any payments required pursuant to Section 2.11 in connection with the New Loan Commitments, as applicable. No Lender shall have any obligation to provide any Commitments pursuant to this Section 2.14(a). Any New Term Loans shall, at the election of the Borrower and agreed to by Lenders providing such New Loan Commitments, be 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. On and after the Increased Amount Date, Additional Revolving Credit Loans shall be designated a separate Series of Additional Revolving Credit Loans for all purposes of this Agreement.sum of

Incremental Facilities. (a) The So long as no Event of Default under Section 9.1 (a) or (f) exists or would arise therefrom (provided that, to the extent the proceeds of Term Loans made pursuant to any Incremental Commitment will be used to consummate a Limited Condition AcquisitionTransaction, the requirement that there be no Event of Default under Section 9.1(a) or (f) shall only be required to be satisfied on the date on which definitive agreements with respect to such Limited Condition AcquisitionTransaction are entered into), the Borrower mayshall have the right, by written notice at any time and from time to Administrative Agenttime after the First Incremental Amendment Effective Date, elect (i) to request the establishment of new term loan commitments under one or more (x) additional tranches of new term loans or increases loan credit facilities to be included in Term Loans of any Class this Agreement (the commitments thereto, the “New Incremental Term Loan Commitments”), ) and (yii) increases in Revolving Credit Commitments to increase the Existing Term Loans by requesting new term loan commitments to be added to an Existing Term Tranche of any Class Term Loans (the “New Revolving Credit Commitments”), and/or (z) additional tranches of Revolving Credit Commitments (the “Additional Revolving Credit Supplemental Term Loan Commitments” and, together with the New Revolving Credit Incremental Term Loan Commitments, the “Incremental Revolving Credit Commitments”; together with ), provided that, (i) the New Term Loan aggregate amount of Incremental Commitments permitted pursuant to this Section 2.6 shall not exceed, at the time the respective Incremental Commitment becomes effective the greater of (A) $300.0 million and (B) the maximum aggregate principal amount (as of the date of incurrence of any such Indebtedness and after giving pro forma effect to the incurrence thereof and the New Revolving Credit Commitments, the “New Loan Commitments”) by an aggregate amount not in excess application of the Maximum Incremental Facilities Amount in the aggregate and not less than $10,000,000 individually net proceeds therefrom (or as of the date of the initial borrowing of such lesser Indebtedness after giving pro forma effect to the incurrence of the entire committed amount as of such Indebtedness)) that can be incurred without exceeding a Senior Secured Indebtedness to EBITDA Ratio for the Borrower of (x) may be approved by prior to the Administrative Agent or occurrence of the Trigger Date 3.50 to 1.00 and (y) shall constitute on and after the difference between occurrence of the Maximum Incremental Facilities Amount and all such New Loan Commitments obtained on or prior Trigger Date 4.00 to such date1.00 (it being understood that for purposes of determining compliance under this clause (i), which may any Indebtedness incurred under this clause (i) and300 million plus (B) the amount that could be incurred pursuant to Section 8.1(b)(i) (whether or not secured), other than Revolving Credit Agreement Indebtedness, will be included in the amount of Senior Secured Indebtedness for purposes of calculating the Senior Secured Indebtedness to EBITDA Ratio),; (ii) if any portion of an Incremental Commitment is to be incurred in Dollarsreliance on (i)(B) above, Euros or Pounds Sterling. In connection with the incurrence of any Indebtedness under this Section 2.14, at the request of Borrower shall #88946885v8 have delivered a certificate to the Administrative Agent, certifying the amount of the available basket in such clause to be used for the incurrence of such Incremental Commitment or compliance with the financial test set forth in such clause (together with calculations demonstrating compliance with such test), as applicable, and (iii) if any portion of an Incremental Commitment is to be incurred in reliance on (i)(A) above, the Borrower shall provide have delivered a certificate to the Administrative Agent a certificate Agent, certifying the amount of the available basket in such clause to be used for the incurrence of such Incremental Commitment; provided further that (x) the New Loan Borrower may elect to use capacity under (i)(B) above prior to using capacity under (i)(A) above, (y) that any portion of any Incremental Commitments do not exceed the Maximum Incremental Facilities Amount, which certificate incurred in reliance on (i)(A) above shall be in reasonable detail and shall provide reclassified, as the calculations and basis therefor andBorrower may elect from time to time, subject to reclassification as set forth in Section 10.1, classify such Indebtedness as being incurred under clause (ii)(B) if the Borrower meets the applicable Senior Secured Indebtedness to EBITDA Ratio at such time, on a pro forma basis and (z) any amounts incurred under (i)(A) above, concurrently incurred with, or in a single transaction or series of related transactions with, amounts incurred under (i)(B) above or under Section 8.1(b)(i) or under clause (ii26) of the definition of Maximum “Permitted Liens” will not count as indebtedness for the purposes of calculating the Senior Secured Indebtedness to EBITDA Ratio to determine availability at such time under clause (i)(B), Section 8.1(b)(i) or capacity under clause (26) of the definition of “Permitted Liens”). Any loans made in respect of any such Incremental Facilities Amount. The Borrower may approach any Lender or any Person Commitment (other than a natural Person) to provide all or a portion of the New Supplemental Term Loan Commitments, subject, if applicable, to the proviso to Section 2.14(b); 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, on each applicable Increased Amount Date (subject to Section 1.12), such New Loan Commitments ) shall be subject to (i) no 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 Loan Commitments, as applicable, and subject to Section 1.12, (ii) the New Loan Commitments shall be effected pursuant to one or more Joinder Agreements executed and delivered made 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(e), and (iii) the Borrower shall make any payments required pursuant to Section 2.11 in connection with the New Loan Commitments, as applicablecreating a new Tranche. No Lender shall have any obligation to provide any Commitments Each Incremental Commitment made available pursuant to this Section 2.14(a). Any New Term Loans shall, 2.6 shall be in a minimum aggregate amount of at the election least $15.0 million and in integral multiples of the Borrower and $5.0 million in excess thereof or such lower minimum amounts or multiples as agreed to by Lenders providing such New Loan Commitmentsthe Administrative Agent, be 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. On and after the Increased Amount Date, Additional Revolving Credit Loans shall be designated a separate Series of Additional Revolving Credit Loans for all purposes of this Agreementin its reasonably discretion from time to time.

Incremental Facilities. (a) The So long as no Event of Default exists or would arise therefrom, the Borrower mayshall have the right, by written notice at any time and from time to Administrative Agenttime after the Closing Date, elect (i) to request the establishment of new term loan commitments under one or more (x) additional tranches of new term loans or increases loan credit facilities to be included in Term Loans of any Class this Agreement (the commitments thereto, the “New Incremental Term Loan Commitments”), (yii) increases in Revolving Credit Commitments to increase the Existing Term Loans by requesting new term loan commitments to be added to an Existing Tranche of any Class Term Loans (the “New Revolving Credit Supplemental Term Loan Commitments”), and/or (ziii) additional tranches to increase the Existing Revolving Commitments by requesting new Revolving Loan Commitments be added to an Existing Tranche of Existing Revolving Credit Commitments (the “Additional Supplemental Revolving Commitments”), (iv) to request new commitments under one or more new revolving facilities to be included in this Agreement (the “Incremental Revolving Commitments”), and (v) to request new letter of credit facility commitments under one or more new letter of credit facilities to be included in this Agreement (the “Incremental Letter of Credit Commitments” and, together with the New Incremental Term Loan Commitments, Supplemental Term Loan Commitments, Supplemental Revolving Credit Commitments and the Incremental Revolving Commitments, the “Incremental Revolving Credit Commitments”; together with ), provided that, (i) the New Term Loan aggregate amount of Incremental Commitments permitted pursuant to this subsection 2.9 shall not exceed, at the time the respective Incremental Commitment becomes effective (and after giving effect to the Incurrence of Indebtedness in connection therewith and the New Revolving Credit Commitments, the “New Loan Commitments”) by an aggregate amount not in excess application of the Maximum Incremental Facilities Amount in the aggregate and not less than $10,000,000 individually (or proceeds of any 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 Indebtedness to refinancing such New Loan Commitments obtained on or prior to such dateother Indebtedness), which may an amount that could then be Incurred under this Agreement in compliance with subsection 7.1(b)(i), (ii) if any portion of an Incremental Commitment is to be incurred in Dollars, Euros or Pounds Sterling. In connection with the incurrence of any Indebtedness under this Section 2.14, at the request of the Administrative Agent, the Borrower 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 in reasonable detail and shall provide the calculations and basis therefor and, subject to reclassification as set forth in Section 10.1, classify such Indebtedness as being incurred under clause (i) or reliance on clause (ii) of the definition of “Maximum Incremental Facilities Amount. The ”, the Borrower may approach any Lender or any Person (other than shall have delivered a natural Person) to provide all or a portion of the New Loan Commitments, subject, if applicable, certificate to the proviso to Section 2.14(b); 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, on each applicable Increased Amount Date (subject to Section 1.12), such New Loan Commitments shall be subject to (i) no 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 Loan Commitments, as applicable, and subject to Section 1.12, (ii) 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 certifying compliance with the Register and shall be subject to the requirements financial test set forth in Section 5.4(e), such clause (together with calculations demonstrating compliance with such test) and (iii) if any portion of an Incremental Commitment is to be incurred in reliance on clause (i) of the definition of “Maximum Incremental Facilities Amount”, the Borrower shall make have delivered a certificate to the Administrative Agent, certifying the amount of the available basket in such clause to be used for the incurrence of such Incremental Commitment. Any loans made in respect of any payments required pursuant to Section 2.11 in connection with the New such Incremental Commitment (other than Supplemental Term Loan Commitments and Supplemental Revolving Commitments, as applicable) shall be made by creating a new Tranche. No Lender shall have any obligation to provide any Commitments Each Incremental Commitment made available pursuant to this Section 2.14(a). Any New Term Loans shall, subsection 2.9 shall be in a minimum aggregate amount of at the election least $5.0 million and in integral multiples of the Borrower and $1.0 million in excess thereof (or in such lower minimum amounts or multiples as agreed to by Lenders providing such New Loan Commitments, be 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. On and after the Increased Amount Date, Additional Revolving Credit Loans shall be designated a separate Series of Additional Revolving Credit Loans for all purposes of this AgreementAdministrative Agent in its reasonable discretion).

Incremental Facilities. (a) The So long as no Event of Default under Section 9.1 (a) or (f) exists or would arise therefrom (provided that, to the extent the proceeds of Term Loans made pursuant to any Incremental Commitment will be used to consummate a Limited Condition Transaction, the requirement that there be no Event of Default under Section 9.1(a) or (f) shall only be required to be satisfied on the date on which definitive agreements with respect to such Limited Condition Transaction are entered into), the Borrower mayshall have the right, by written notice at any time and from time to Administrative Agenttime after the First Incremental Amendment Effective Date, elect (i) to request the establishment of new term loan commitments under one or more (x) additional tranches of new term loans or increases loan credit facilities to be included in Term Loans of any Class this Agreement (the commitments thereto, the “New Incremental Term Loan Commitments”), ) and (yii) increases in Revolving Credit Commitments to increase the Existing Term Loans by requesting new term loan commitments to be added to an Existing Term Tranche of any Class Term Loans (the “New Revolving Credit Commitments”), and/or (z) additional tranches of Revolving Credit Commitments (the “Additional Revolving Credit Supplemental Term Loan Commitments” and, together with the New Revolving Credit Incremental Term Loan Commitments, the “Incremental Commitments”), provided that, (i) the aggregate amount of Incremental Commitments permitted pursuant to this Section 2.6 shall not exceed, at the time the respective Incremental Commitment becomes effective (A) $300 million plus (B) the amount that could be incurred pursuant to Section 8.1(b)(ithe greater of $450 million and 60.0% of EBITDA (for the Measurement Period applicable at the time of the incurrence of such Indebtedness) plus (B) the maximum aggregate principal amount (as of the date of incurrence of any such Indebtedness and after giving pro forma effect to the incurrence thereof and the application of the net proceeds therefrom (or as of the date of the initial borrowing of such Indebtedness after giving pro forma effect to the incurrence of the entire committed amount of such Indebtedness)) that can be incurred without exceeding a First Lien Indebtedness to EBITDA Ratio for the Borrower of 4.50 to 1.00 (it being understood that for purposes of determining compliance under this clause (i)(B), except as provided in clause (z) of the last proviso of this Section 2.6(a)(i), any Indebtedness incurred under this clause (i)(B) (whether or not secured), other than Revolving Credit Commitments”; together with the New Term Loan Commitments and the New Revolving Credit CommitmentsAgreement Indebtedness, the “New Loan Commitments”) by an aggregate amount not in excess of the Maximum Incremental Facilities Amount will be included in the aggregate and not less than $10,000,000 individually amount of First Lien Indebtedness for purposes of calculating the First Lien Indebtedness to EBITDA Ratio); (or such lesser amount as (xii) may be approved by the Administrative Agent or (y) shall constitute the difference between the Maximum if any portion of an Incremental Facilities Amount and all such New Loan Commitments obtained on or prior Commitment is to such date), which may be incurred in Dollarsreliance on clause (i)(B) above, Euros or Pounds Sterling. In connection with the incurrence of any Indebtedness under this Section 2.14, at the request of Borrower shall have delivered a certificate to the Administrative Agent, certifying the amount of the available basket in such clause to be used for the incurrence of such Incremental Commitment or compliance with the financial test set forth in such clause (together with calculations demonstrating compliance with such test), as applicable, and (iii) if any portion of an Incremental Commitment is to be incurred in reliance on clause (i)(A) above, the Borrower shall provide have delivered a certificate to the Administrative Agent a certificate Agent, certifying the amount of the available basket in such clause to be used for the incurrence of such Incremental Commitment; provided further that (x) the New 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 and, subject Borrower may elect to reclassification as set forth in Section 10.1, classify such Indebtedness as being incurred use capacity under clause (ii)(B) or above prior to using capacity under clause (iii)(A) above, (y) that any portion of any Incremental Commitments incurred in reliance on clause (i)(A) above shall be reclassified (including for purposes of Section 8.1(b)(ii) and clause (26) of the definition of Maximum Incremental Facilities Amount. The “Permitted Liens”), as the Borrower may approach elect from time to time, as incurred under clause (i)(B) if the Borrower meets the applicable Senior SecuredFirst Lien Indebtedness to EBITDA Ratio at such time, on a pro forma basis and (z) any Lender amounts incurred under clause (i)(A) above, concurrently incurred with, or in a single transaction or series of related transactions with, amounts incurred under clause (i)(B) above or under Section 8.1(b)(i) or under clause (26) of the definition of “Permitted Liens” will not count as indebtedness for the purposes of calculating the Senior SecuredFirst Lien Indebtedness to EBITDA Ratio to determine availability at such time under clause (i)(B), Section 8.1(b)(i) or capacity under clause (26) of the definition of “Permitted Liens”). Any loans made in respect of any Person such Incremental Commitment (other than a natural Person) to provide all or a portion of the New Supplemental Term Loan Commitments, subject, if applicable, to the proviso to Section 2.14(b); 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, on each applicable Increased Amount Date (subject to Section 1.12), such New Loan Commitments ) shall be subject to (i) no 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 Loan Commitments, as applicable, and subject to Section 1.12, (ii) the New Loan Commitments shall be effected pursuant to one or more Joinder Agreements executed and delivered made 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(e), and (iii) the Borrower shall make any payments required pursuant to Section 2.11 in connection with the New Loan Commitments, as applicablecreating a new Tranche. No Lender shall have any obligation to provide any Commitments Each Incremental Commitment made available pursuant to this Section 2.14(a). Any New Term Loans shall, 2.6 shall be in a minimum aggregate amount of at the election least $15.0 million and in integral multiples of the Borrower and $5.0 million in excess thereof or such lower minimum amounts or multiples as agreed to by Lenders providing such New Loan Commitmentsthe Administrative Agent, be 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. On and after the Increased Amount Date, Additional Revolving Credit Loans shall be designated a separate Series of Additional Revolving Credit Loans for all purposes of this Agreementin its reasonably discretion from time to time.

Incremental Facilities. (a) The Company or any 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 Incremental Term Loans or Revolving Commitments, as applicable, by executing and delivering to the Administrative Agent an Increased Facility Activation Notice specifying (i) the amount of such increase and the Facility or Facilities involved, (ii) the applicable Increased Facility Closing Date and (iii) in the case of Incremental Term Loans, (x) additional tranches of term loans or increases in the applicable Incremental Term Loans of any Class (the commitments thereto, the “New Term Loan Commitments”)Maturity Date, (y) increases in Revolving Credit Commitments of any Class (the “New Revolving Credit Commitments”amortization schedule for such Incremental Term Loans, which shall comply with Section 2.03(c), and/or and (z) additional tranches the Applicable Rate for such Incremental Term Loans. Notwithstanding the foregoing, (i) without the consent of Revolving Credit Commitments (the “Additional Revolving Credit Commitments” and, together with the New Revolving Credit CommitmentsRequired Lenders, the “aggregate amount of borrowings of Incremental Revolving Credit Commitments”; together with the New Term Loan Commitments Loans 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 $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 incremental Revolving Commitments obtained on or prior after the Closing Date pursuant to such date), which may be incurred in Dollars, Euros or Pounds Sterling. In connection with this paragraph shall not exceed $75,000,000 and (ii) without the incurrence of any Indebtedness under this Section 2.14, at the request consent of the Administrative Agent, the Borrower shall provide (x) each increase effected pursuant to the Administrative Agent a certificate certifying that the New Loan Commitments do not exceed the Maximum Incremental Facilities Amount, which certificate this paragraph shall be in reasonable detail a minimum amount of at least $20,000,000 (or the Dollar Equivalent thereof) and shall provide the calculations and basis therefor and, subject to reclassification as set forth in Section 10.1, classify such Indebtedness as being incurred under clause (i) or clause (ii) of the definition of Maximum Incremental Facilities Amount. 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, subject, if applicable, to the proviso to Section 2.14(b); 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, on each applicable Increased Amount Date (subject to Section 1.12), such New Loan Commitments shall be subject to (iy) no 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 more than 3 Increased Amount Date before or after giving effect to such New Loan Commitments, as applicable, and subject to Section 1.12, (ii) the New Loan Commitments shall Facility Closing Dates may be effected pursuant to one or more Joinder Agreements executed and delivered selected by the Borrower and Administrative Agent, and each of which shall be recorded in after the Register and shall be subject to the requirements set forth in Section 5.4(e), and (iii) the Borrower shall make any payments required pursuant to Section 2.11 in connection with the New Loan Commitments, as applicableClosing Date. No Lender shall have any obligation to provide participate in any Commitments pursuant increase described in this paragraph unless it agrees to this Section 2.14(a)do so in its sole discretion. (b) Any New Term Loans shalladditional bank, at financial institution or other entity which, with the election consent of the applicable Borrower and agreed the Administrative Agent (which consent shall not be unreasonably withheld), elects to by Lenders providing 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 F-3, whereupon such New Loan Commitmentsbank, be designated as (a) a separate series financial institution or other entity (a “SeriesNew Lender”) of New Term Loans shall become a Lender for all purposes of this Agreement or (b) and to the same extent as part of if originally a Series of existing Term Loans for all purposes party hereto and shall be bound by and entitled to the benefits of this Agreement. On (c) Unless otherwise agreed by the Administrative Agent, on each Increased Facility Closing Date with respect to the Revolving Facility, the Borrower shall borrow Revolving Loans under the relevant increased Revolving Commitments from each Lender participating in the relevant increase in an amount determined by reference to the amount of each Type of Loan (and, in the case of Eurocurrency Rate Loans, of each Eurocurrency Tranche) which would then have been outstanding from such Lender if (i) each such Type or Eurocurrency Tranche had been borrowed or effected on such Increased Facility Closing Date and after (ii) the aggregate amount of each such Type or Eurocurrency Tranche requested to be so borrowed or effected had been proportionately increased. The Eurocurrency Base Rate applicable to any Eurocurrency Rate Loan borrowed pursuant to the preceding sentence shall equal the Eurocurrency Base Rate then applicable to the Eurocurrency Rate Loans of the other Lenders in the same Eurocurrency Tranche (or, until the expiration of the then-current Interest Period, such other rate as shall be agreed upon between the Borrower and the relevant Lender. (d) Notwithstanding anything to the contrary in this Agreement, each of the parties hereto hereby agrees that, on each Increased Amount Facility Activation Date, Additional Revolving Credit Loans this Agreement shall be designated a separate Series amended to the extent (but only to the extent) necessary to reflect the existence and terms of Additional Revolving Credit the Incremental Term Loans for all purposes of this Agreementevidenced thereby. Any such deemed amendment may be effected in writing by the Administrative Agent with the Company’s consent (not to be unreasonably withheld) and furnished to the other parties hereto. 2.25.

Incremental Facilities. (a) The So long as no Event of Default under Subsection 9.1 (a) or (f) exists or would arise therefrom, the Borrower mayshall have the right, by written notice at any time and from time to Administrative Agenttime after the Restatement Effective Date, elect (i) to request the establishment of new term loan commitments under one or more (x) additional tranches of new term loans or increases loan credit facilities to be included in Term Loans of any Class this Agreement (the commitments thereto, the “New Incremental Term Loan Commitments”), (yii) increases in Revolving Credit Commitments to increase the Existing Term Loans by requesting new term loan commitments to be added to an existing Tranche of any Class Term Loans (the “New Revolving Credit Supplemental Term Loan Commitments”), and/or (ziii) additional tranches of Revolving Credit Commitments to request new commitments under one or more new revolving facilities to be included in this Agreement (the “Additional Incremental Revolving Credit Commitments” and, ”) and (iv) to request new letter of credit facility commitments under one or more new letter of credit facilities to be included in this Agreement (together with the New Incremental Term Loan Commitments, Supplemental Term Loan Commitments and the Incremental Revolving Credit Commitments, the “Incremental Revolving Credit Commitments”; together with ), provided that, (i) the New Term Loan Commitments and the New Revolving Credit Commitments, the “New Loan Commitments”) by an aggregate amount of Incremental Commitments permitted pursuant to this Subsection 2.6 shall not in excess of the Maximum Incremental Facilities Amount in the aggregate and not less than $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. In connection with the incurrence of any Indebtedness under this Section 2.14exceed, at the request of time the Administrative Agent, the Borrower shall provide respective Incremental Commitment becomes effective (and after giving effect to the Administrative Agent a certificate certifying that the New Loan Commitments do not exceed Incurrence of Indebtedness in connection therewith), the Maximum Incremental Facilities Amount, which certificate shall (ii) if any portion of an Incremental Commitment is to be incurred in reasonable detail and shall provide the calculations and basis therefor and, subject to reclassification as set forth in Section 10.1, classify such Indebtedness as being incurred under clause (i) or reliance on clause (ii) of the definition of “Maximum Incremental Facilities Amount. The ”, the Borrower may approach any Lender or any Person (other than shall have delivered a natural Person) to provide all or a portion of the New Loan Commitments, subject, if applicable, certificate to the proviso to Section 2.14(b); 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, on each applicable Increased Amount Date (subject to Section 1.12), such New Loan Commitments shall be subject to (i) no 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 Loan Commitments, as applicable, and subject to Section 1.12, (ii) 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 certifying compliance with the Register and shall be subject to the requirements financial test set forth in Section 5.4(e), such clause (together with calculations demonstrating compliance with such ratio) and (iii) if any portion of an Incremental Commitment is to be incurred in reliance on clause (i) of the definition of “Maximum Incremental Facilities Amount”, the Borrower shall make have delivered a certificate to the Administrative Agent, certifying the amount of the available basket in such clause to be used for the incurrence of such Incremental Commitment. Any loans made in respect of any payments required pursuant to Section 2.11 in connection with the New such Incremental Commitment (other than Supplemental Term Loan Commitments, as applicable) shall be made by creating a new Tranche. No Lender shall have any obligation to provide any Commitments Each Incremental Commitment made available pursuant to this Section 2.14(a). Any New Term Loans shall, at the election of the Borrower and agreed to by Lenders providing such New Loan Commitments, be 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. On and after the Increased Amount Date, Additional Revolving Credit Loans Subsection 2.6 shall be designated in a separate Series minimum aggregate amount of Additional Revolving Credit Loans for all purposes at least $15,000,000 and in integral multiples of this Agreement$5,000,000 in excess thereof.

Incremental Facilities. Subject to the terms and conditions set forth herein, the Borrower shall have the right, at any time and from time to time prior to the Revolving Commitment Termination Date, to incur additional Indebtedness under this Agreement in an aggregate amount of up to $200,000,000 (each, an “Incremental Facility”) which may be borrowed in the form of (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 or increases in Term Loans of any Class (to the commitments thereto, the “New Term Loan Commitments”), (y) increases in Revolving Credit Commitments of any Class (the “New Revolving Credit Commitments”), and/or (z) additional tranches of Revolving Credit Commitments Committed Amount (the “Additional Revolving Credit Commitments” and, together with the New Revolving Credit Commitments, Loans”) and/or (b) a term loan facility (the “Incremental Revolving Credit CommitmentsAdditional Term Loan”; together with the New Term Loan Commitments and the New any Additional Revolving Credit CommitmentsLoans, the “New Loan CommitmentsAdditional Loans”) by ), in an aggregate amount not in excess of the Maximum Incremental Facilities Amount in up to $200,000,000. The following terms and conditions shall apply: (i) the aggregate amount of all Additional Loans shall not at any time exceed $200,000,000, (ii) any Additional Revolving Loans shall have the same terms as the existing Revolving Loans, (iii) the terms and not less than $10,000,000 individually (or such lesser amount as (x) may conditions of any Additional Term Loans shall be approved by reasonably satisfactory to the Administrative Agent or and the Additional Loan Lenders (yas such term is defined below), (iv) the loans made under any Incremental Facility shall constitute Credit Party Obligations, (v) any Additional Term Loan shall not have a shorter maturity or weighted average life than the difference between the Maximum Incremental Facilities Amount Term Loan, and all such New Loan Commitments obtained on or prior shall have other terms and conditions reasonably acceptable to such date), which may be incurred in Dollars, Euros or Pounds Sterling. In connection with the incurrence of any Indebtedness under this Section 2.14, at the request of the Administrative Agent, (vi) any Additional Loans shall be entitled to the same voting rights as the existing Loans and shall be entitled to receive proceeds of prepayments on the same basis as comparable Loans, (vii) the Borrower shall have received commitments from one or more existing Lenders or from other banks, financial institutions or investment funds, in each case in accordance with the terms set forth below (such Persons being referred to herein as the “Additional Loan Lenders”); provided that no existing Lender shall be required to provide a commitment with respect to such Incremental Facility, (viii) each Additional Loan shall be in a minimum principal amount of $10,000,000 and integral multiples of $1,000,000 in excess thereof, (ix) the proceeds of any Additional Loans will be used to finance capital expenditures and working capital and other general corporate purposes, including Permitted Acquisitions, (x) the Borrower shall execute such promissory notes as are necessary and requested by the Additional Loan Lenders to reflect the Additional Loans, (ix) the interest rate margins with respect to any Additional Term Loan shall be determined by the Borrower and the Additional Term Loan lenders providing such Additional Term Loan, (x) the conditions to Extensions of Credit in Section 4.1(b) and (c) and Section 4.2 shall have been satisfied and (xi) the Administrative Agent shall have received from the Borrower an Officer’s Certificate, in form and substance reasonably satisfactory to the Administrative Agent, demonstrating that, after giving effect to any such Additional Loan, the Borrower will be (A) in compliance with the Senior Secured Leverage Incurrence Test and (B) in pro forma compliance with all financial covenants set forth in Section 6.6. The Borrower may invite other banks, financial institutions and investment funds reasonably acceptable to the Administrative Agent a certificate certifying that the New 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 and, subject to reclassification join this Credit Agreement as set forth in Section 10.1, classify such Indebtedness as being incurred under clause (i) or clause (ii) of the definition of Maximum Incremental Facilities Amount. The Borrower may approach any Lender or any Person (other than a natural Person) to provide all or Lenders hereunder for a portion of the New Loan CommitmentsAdditional Loans, subject, if applicable, to the proviso to Section 2.14(b); provided that any Lender offered or approached such other banks, financial institutions and investment funds shall enter into such joinder agreements to provide all or a portion of give effect thereto as the New Loan Commitments Administrative Agent and the Borrower may elect or decline, in its sole discretion, to provide a New Loan Commitmentreasonably request. In each casethe case of Additional Revolving Loans, on each applicable Increased Amount Date the existing Lenders shall make such assignments (subject to Section 1.12), such New Loan Commitments which assignments shall be subject to (i) no 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 Loan Commitments, as applicable, and subject to Section 1.12, (ii) 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 not be subject to the requirements set forth in Section 5.4(e9.6(c)) of the outstanding Revolving Loans and Participation Interests to the Additional Loan Lenders providing any Additional Revolving Loans so that, after giving effect to such assignments, each Lender holding a Revolving Commitment (including such Additional Loan Lenders) will hold Revolving Loans and Participation Interests equal to its Commitment Percentage of all outstanding Revolving Loans, Swingline Loans and LOC Obligations. Notwithstanding any provision of this Credit Agreement to the contrary, the Administrative Agent is authorized (iii) the Borrower shall make any payments required pursuant to Section 2.11 in connection with the New Loan Commitments, as applicable. No Lender shall have any obligation to provide any Commitments pursuant to this Section 2.14(a). Any New Term Loans shall, at the election consent of the Borrower and agreed the Additional Loan Lenders), to by Lenders providing such New Loan Commitmentsenter into, be designated as (a) a separate series (a “Series”) on behalf of New Term Loans for all purposes of Lenders, any amendment, modification or supplement to this Credit Agreement or (b) any other Credit Document as part may be necessary to incorporate the terms of a Series of existing Term Loans for all purposes of this Agreement. On and after the Increased Amount Date, any Additional Revolving Credit Loans shall be designated a separate Series of Additional Revolving Credit Loans for all purposes of this AgreementLoans.

Incremental Facilities. (a) The So long as no Event of Default under subsection 8(a) or (f) exists or would arise therefrom, the Borrower mayshall have the right, by written notice at any time and from time to Administrative Agenttime after the Closing Date, elect (i) to request the establishment of new term loan commitments under one or more (x) additional tranches of new term loans or increases loan credit facilities to be included in Term Loans of any Class this Agreement (the commitments thereto, the “New Incremental Term Loan Commitments”), (yii) increases to increase the loans in Revolving Credit Commitments any Tranche by requesting new term loan commitments to be added to an existing Tranche of any Class Loans (the “New Revolving Credit Supplemental Term Loan Commitments”), and/or (ziii) additional tranches of Revolving Credit Commitments to request new commitments under one or more new revolving facilities to be included in this Agreement (the “Additional Incremental Revolving Credit Commitments” and”), and (iv) to request new letter of credit facility commitments under one or more new letter of credit facilities to be included in this Agreement (together with the New Incremental Term Loan Commitments, Supplemental Term Loan Commitments and the Incremental Revolving Credit Commitments, the “Incremental Revolving Credit Commitments”; together with ), provided that, after the New Term Loan Commitments and the New Revolving Credit CommitmentsFourthSixth Amendment Effective Date, the “New Loan Commitments”(i) by an aggregate amount not in excess of the Maximum Incremental Facilities Amount in the aggregate and principal amount of Incremental Commitments permitted pursuant to this subsection 2.5 is limited, at the time the respective Incremental Commitment becomes effective, to (A) the aggregate principal amount (not less than $10,000,000 individually (or such lesser amount as (xzero) may of Indebtedness that is permitted to be approved Incurred under subsection 7.1(b)(xiv)(i) by the Administrative Agent Borrower or its Restricted Subsidiaries at such time plus (yB) shall constitute the difference between the Maximum $250 million and (ii) if any portion of an Incremental Facilities Amount and all such New Loan Commitments obtained on or prior Commitment is to such date), which may be incurred in Dollarsreliance on subsection 7.1(b)(xiv)(i), Euros or Pounds Sterling. In connection with the incurrence of any Indebtedness under this Section 2.14, at the request of Borrower shall have delivered a certificate to the Administrative Agent, certifying compliance with the Borrower financial test set forth in such clause (together with calculations demonstrating compliance with such ratio). Any loans made in respect of any such Incremental Commitment (other than Supplemental Term Loan Commitments) shall provide be made by creating a new Tranche. Each Incremental Commitment under anythe Term Loan Facility made available pursuant to the Administrative Agent a certificate certifying that the New Loan Commitments do not exceed the Maximum Incremental Facilities Amount, which certificate this subsection 2.5 shall be in reasonable detail a minimum aggregate amount of at least $15,000,000 and shall provide the calculations and basis therefor and, subject to reclassification as set forth in Section 10.1, classify such Indebtedness as being incurred under clause (i) or clause (ii) integral multiples of the definition of Maximum Incremental Facilities Amount. 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, subject, if applicable, to the proviso to Section 2.14(b); provided that any Lender offered or approached to provide all or a portion of the New Loan Commitments may elect or decline, $1,000,000 in its sole discretion, to provide a New Loan Commitment. In each case, on each applicable Increased Amount Date (subject to Section 1.12), such New Loan Commitments shall be subject to (i) no 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 Loan Commitments, as applicable, and subject to Section 1.12, (ii) 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(e), and (iii) the Borrower shall make any payments required pursuant to Section 2.11 in connection with the New Loan Commitments, as applicable. No Lender shall have any obligation to provide any Commitments pursuant to this Section 2.14(a). Any New Term Loans shall, at the election of the Borrower and agreed to by Lenders providing such New Loan Commitments, be 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. On and after the Increased Amount Date, Additional Revolving Credit Loans shall be designated a separate Series of Additional Revolving Credit Loans for all purposes of this Agreementexcess thereof.

Incremental Facilities. (a) The Any Borrower may, (including any Additional Borrower) or any other Guarantor 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”), (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 LoanCredit 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 $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. In connection with the incurrence of any Indebtedness under this Section 2.14, at the request of the Administrative Agent, the Borrower Borrowers 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 in reasonable detail and shall provide the calculations and basis therefor and, subject to reclassification as set forth in Section 10.1, classify such Indebtedness as being incurred under clause (i) or clause (ii) of the definition of “Maximum Incremental Facilities Amount”. The Borrower Borrowers may approach any Lender or any Person (other than a natural Person) to provide all or a portion of the New Loan Commitments, subject, if applicable, to the proviso to Section 2.14(b); 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 Subject to Section 1.12 in each case, on each applicable Increased Amount Date (subject to Section 1.12), such New Loan Commitments shall be subject to (i) no 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 11.511.5 (with respect to the Borrowers) shall exist on such Increased Amount Date before or after giving effect to such New Loan Commitments, as applicable, and subject to Section 1.12, (ii) the New Loan 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(e), and (iii) the Borrower Borrowers shall make any payments required pursuant to Section 2.11 in connection with the New Loan Commitments, as applicable. No Lender shall have any obligation to provide any Commitments pursuant to this Section 2.14(a). Any New Term Loans shall, at the election of the Borrower Borrowers and agreed to by Lenders providing such New Term Loan Commitments, be 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. On and after the Increased Amount Date, Additional Revolving Credit Loans shall be designated a separate Series of Additional Revolving Credit Loans for all purposes of this Agreement. Notwithstanding anything else to the contrary in this Section 2.14 or otherwise in this Agreement, any Incremental Loans may be incurred by any Borrower(s) and/or any other Credit Party at the option of the Borrowers.

Incremental Facilities. (a) The Borrower may, by written notice to Administrative Agent, elect to request the establishment of Company and any one or more Lenders (xincluding New Lenders) additional tranches of may from time to time agree that such Lenders shall make term loans in Dollars (“Incremental Term Loans”) or increase Revolving Commitments available in Dollars, as applicable (such increases in Term Loans of any Class (the commitments theretoto Revolving Commitments, the “New Term Loan Incremental Revolving Commitments”), (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 by executing 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 $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. In connection with the incurrence of any Indebtedness under this Section 2.14, at the request of the Administrative Agent, the Borrower shall provide delivering to the Administrative Agent a certificate certifying that the New 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 and, subject to reclassification as set forth in Section 10.1, classify such Indebtedness as being incurred under clause an Increased Facility Activation Notice specifying (i) the amount of such Incremental Term Loans or clause (ii) of the definition of Maximum Incremental Facilities Amount. 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, subject, if applicable, to the proviso to Section 2.14(b); 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, on each applicable Increased Amount Date (subject to Section 1.12), such New Loan Commitments shall be subject to (i) no 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 Loan Revolving Commitments, as applicable, and subject to Section 1.12, (ii) 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(e), applicable Increased Facility Closing Date and (iii) in the Borrower shall make any payments required case of Incremental Term Loans, (x) the applicable Incremental Term Maturity Date, (y) the amortization schedule for such Incremental Term Loans and (z) the Applicable Margin for such Incremental Term Loans ). Notwithstanding the foregoing, (i) without the consent of the Required Lenders, the aggregate amount of borrowings of Incremental Term Loans together with the aggregate amount of Incremental Revolving Commitments obtained after the Closing Date pursuant to Section 2.11 this paragraph shall not exceed $100,000,000 and (ii) unless otherwise consented to by the Administrative Agent, each increase effected pursuant to this paragraph shall be in connection with a minimum amount of at least $10,000,000. Increased Facility Closing Dates may be selected by the New Loan Commitments, Company after the Closing Date and specified in the applicable Increased Facility Activation Notice. Incremental Term Loans and Incremental Revolving Commitments shall become effective as applicable. No of each relevant Increased Facility Closing Date; provided that (i) no Lender shall have any obligation to provide participate in any Commitments pursuant increase described in this paragraph unless it agrees to this do so in its sole discretion, (ii) no Default or Event of Default has occurred and is continuing or shall result therefrom, (iii) the Company is in Pro Forma Compliance, (iv) the Company shall have delivered a certificate of a Responsible Officer to the effect set forth above, together with reasonably detailed calculations, (v) the representations and warranties set forth in Section 2.14(a). Any New 4 are true and correct in all material respects immediately prior to, and after giving effect to, the incurrence of such Incremental Term Loans shall, at the election of the Borrower and agreed to by Lenders providing such New Loan or Incremental Revolving Commitments, be designated as (avi) a separate series (a “Series”) of New the Incremental Term Loans for all purposes and Incremental Revolving Commitments shall rank pari passu or junior in right of this Agreement or payment and of security with the Revolving Commitments, (bvii) as part the Incremental Term Maturity Date of a Series of existing any Incremental Term Loans for all purposes of this Agreement. On and after the Increased Amount Date, Additional Revolving Credit Loans shall be designated a separate Series no earlier than the Revolving Termination Date, provided that, prior to the Revolving Termination Date, the aggregate amount of Additional such installments for any four consecutive fiscal quarters shall not exceed 5.0% of the aggregate principal amount of such Incremental Term Loans on the date such Loans were first made and (viii) any Incremental Revolving Credit Loans for all purposes of this AgreementCommitments shall have the same terms as the Revolving Commitments, and any Incremental Term Loans, except as permitted above, shall have (A) the same terms as the Loan Documents, as applicable, or (B) such other terms as shall be reasonably satisfactory to the Administrative Agent.

Incremental Facilities. The First-Lien Facility will permit the Borrower from time to time, on one or more occasions, to (a) The Borrower may, by written notice to Administrative Agent, elect to request the establishment of add one or more incremental term loan facilities to the First-Lien Facility (each, a “First-Lien Incremental Term Facility”) and/or (b) increase commitments under the First-Lien Facility or any First-Lien Incremental Term Facility (each, a “First-Lien Incremental Term Increase” and together with any First-Lien Incremental Term Facility, the “First-Lien Incremental Facilities”); provided that: (i) at the time of and after giving effect to the effectiveness of any proposed First-Lien Incremental Facility the amount thereof shall not exceed the sum of (A) an aggregate principal amount equal to the maximum amount (if any) of First-Lien Incremental Facilities that could be established or incurred (I) in the case of Incremental Facilities secured on a pari passu basis with the First-Lien Facility, without causing the Senior Secured First-Lien Net Leverage Ratio (as defined below) as of the last day of the most recently ended period of four consecutive fiscal quarters for which financial statements are available, on a pro forma basis giving effect to such First-Lien Incremental Facility (and netting any cash proceeds from such incurrence not applied promptly for the specified transaction in connection with such incurrence upon receipt thereof in calculating the ratio) and any related acquisitions or investments consummated in connection therewith and all other appropriate pro forma adjustments, to either (x) additional tranches of term loans or increases in Term Loans of any Class (the commitments thereto, the “New Term Loan Commitments”), (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 $10,000,000 individually (or such lesser amount as (x) may be approved by the Administrative Agent exceed 4.00:1.00 on a pro forma basis or (y) in the case of debt incurred to consummate a Permitted Acquisition or other investments not prohibited by the First-Lien Documentation, either (i) shall constitute the difference between the Maximum Incremental Facilities Amount and all such New Loan Commitments obtained not exceed 4.00:1.00 on a pro forma basis or (ii) shall not be greater than immediately prior to such date), which may be incurred in Dollars, Euros or Pounds Sterling. In connection with the incurrence of any Indebtedness under this Section 2.14, at the request of the Administrative Agent, the Borrower 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 in reasonable detail and shall provide the calculations and basis therefor and, subject to reclassification as set forth in Section 10.1, classify such Indebtedness as being incurred under clause (i) or clause (ii) of the definition of Maximum Incremental Facilities Amount. 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, subject, if applicable, to the proviso to Section 2.14(b)transactions; provided that to the extent the proceeds of any Lender offered or approached such First-Lien Incremental Facility are to provide all or be used to repay indebtedness, it shall not limit the Borrower’s ability to give pro forma effect to such repayment of indebtedness, (II) in the case of Incremental Facilities secured on a portion of junior basis with the New Loan Commitments may elect or declineFirst-Lien Facility, either (x) the Senior Secured Net Leverage Ratio (as defined in its sole discretion, Exhibit D to provide a New Loan Commitment. In each case, on each applicable Increased Amount Date (subject to Section 1.12), such New Loan Commitments shall be subject to (i) no 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 11.5the Commitment Letter) shall exist not exceed 4.50:1.00 on such Increased Amount Date before or a pro forma basis after giving effect to the incurrence of such New Loan Commitmentsadditional amount, as applicableany acquisition or investment consummated in connection therewith and all other appropriate pro forma adjustments or (y) in the case of debt incurred to consummate a Permitted Acquisition or other investments not prohibited by the First-Lien Documentation, either (i) shall not exceed 4.50:1.00 on a pro forma basis after giving effect to the incurrence of such additional amount, any acquisition or investment consummated in connection therewith and subject to Section 1.12, all other appropriate pro forma adjustments or (ii) shall not be greater than immediately prior to such transactions and (III) in the New Loan Commitments case of any unsecured Incremental Facilities, either (1) the Total Net Leverage Ratio (as defined in Exhibit D to the Commitment Letter) (x) shall be effected pursuant not exceed 6.00:1.00 on a pro forma basis after giving effect to one the incurrence of such additional amount, any acquisition or more Joinder Agreements executed investment consummated in connection therewith and delivered all other appropriate pro forma adjustments or (y) in the case of debt incurred to consummate a Permitted Acquisition or other investments not prohibited by the Borrower First-Lien Documentation, either (i) shall not exceed 6.00:1.00 on a pro forma basis after giving effect to the incurrence of such additional amount, any acquisition or investment consummated in connection therewith and Administrative Agentall other appropriate pro forma adjustments or (ii) shall not be greater than immediately prior to such incurrence of debt or (2) the Interest Coverage Ratio (to be defined in a manner consistent with the Precedent First-Lien Credit Agreement definition of Fixed Charge Coverage Ratio, but generally defined as the ratio of Consolidated EBITDA for the most recently completed period of four consecutive fiscal quarters for which financial statements are available to net cash interest expense for such period) would be either (x) at least 2.00:1.00 on a pro forma basis after giving effect to the incurrence of such additional amount, any acquisition or investment consummated in connection therewith and each of which shall be recorded all other appropriate pro forma adjustments or (y) in the Register and shall be subject case of debt incurred to consummate a Permitted Acquisition or other investments not prohibited by the First-Lien Documentation, either (i) at least 2.00:1.00 on a pro forma basis after giving effect to the requirements set forth incurrence of such additional amount, any acquisition or investment consummated in Section 5.4(econnection therewith and all other appropriate pro forma adjustments or (ii) not less than immediately prior to such transactions and (B) the Incremental Base Amount (the applicable amount under clause (A) or (B), and the “Available Incremental Amount”), it being understood that (iiiI) the Borrower shall make any payments required pursuant to Section 2.11 in connection with the New Loan Commitments, as applicable. No Lender shall have any obligation to provide any Commitments pursuant to this Section 2.14(a). Any New Term Loans shall, at the election of the Borrower and agreed to by Lenders providing such New Loan Commitments, be 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. On and after the Increased Amount Date, Additional Revolving Credit Loans shall be designated a separate Series of Additional Revolving Credit Loans for all purposes of this Agreement.may elect to

Incremental Facilities. (a) The Any Borrower may, (including any Additional Borrower) or any other Guarantor 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”), (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 $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. In connection with the incurrence of any Indebtedness under this Section 2.14, at the request of the Administrative Agent, the Borrower Borrowers 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 in reasonable detail and shall provide the calculations and basis therefor and, subject to reclassification as set forth in Section 10.1, classify such Indebtedness as being incurred under clause (i) or clause (ii) of the definition of “Maximum Incremental Facilities Amount”. The Borrower Borrowers may approach any Lender or any Person (other than a natural Person) to provide all or a portion of the New Loan Commitments, subject, if applicable, to the proviso to Section 2.14(b); 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 Subject to Section 1.12 in each case, on each applicable Increased Amount Date (subject to Section 1.12), such New Loan Commitments shall be subject to (i) no 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 11.511.5 (with respect to the Borrowers) shall exist on such Increased Amount Date before or after giving effect to such New Loan Commitments, as applicable, and subject to Section 1.12, (ii) the New Loan 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(e), and (iii) the Borrower Borrowers shall make any payments required pursuant to Section 2.11 in connection with the New Loan Commitments, as applicable. No Lender shall have any obligation to provide any Commitments pursuant to this Section 2.14(a). Any New Term Loans shall, at the election of the Borrower Borrowers and agreed to by Lenders providing such New Term Loan Commitments, be 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. On and after the Increased Amount Date, Additional Revolving Credit Loans shall be designated a separate Series of Additional Revolving Credit Loans for all purposes of this Agreement. Notwithstanding anything else to the contrary in this Section 2.14 or otherwise in this Agreement, any Incremental Loans may be incurred by any Borrower(s) and/or any other Credit Party at the option of the Borrowers.

Incremental Facilities. i. For the avoidance of doubt and notwithstanding any provision to the contrary set forth in this Agreement or any other Loan Document, this Agreement may be amended (aor amended and restated) The Borrower may, by written notice at any time and from time to Administrative Agent, elect time to request increase the establishment of Aggregate Revolving Commitments or to establish one or more (x) additional separate tranches of term loans or (each such increase to the Revolving Commitments and/or establishment of a new tranche term loans being referred to herein as an “Incremental Facility,” and all of such increases in Term Loans of any Class (the commitments thereto, the “New Term Loan Commitments”), (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, and establishments being referred to collectively as the “Incremental Revolving Credit Commitments”; together with the New Term Loan Commitments and the New Revolving Credit Commitments, the “New Loan CommitmentsFacilities”) to be made to the Borrower by an aggregate amount not agreement in excess of writing entered into by the Maximum Incremental Facilities Amount in the aggregate and not less than $10,000,000 individually (or such lesser amount as (x) may be approved by Borrower, the Administrative Agent and each Person (including any Lender) that shall agree to provide any such increase to the Revolving Commitments or such separate tranches of term loans (y) shall constitute but without the difference between the Maximum Incremental Facilities Amount and all such New Loan Commitments obtained on or prior to such dateconsent of any other Lender), which may and each such Person that shall not already be incurred in Dollars, Euros or Pounds Sterling. In connection with the incurrence of any Indebtedness under this Section 2.14a Lender shall, at the request time such agreement becomes effective, become a Lender with the same effect as if it had originally been a Lender under this Agreement with the Revolving Commitment and/or term loan set forth in such agreement; provided, however, that: (A) without the written consent of the Administrative AgentRequired Lenders, the aggregate principal amount of increases in the Revolving Commitments and/or separate term loans effected after the First Amendment Effective Date pursuant to this Section 11.01(b) shall not exceed $50,000,000; (B) the Borrower shall provide have delivered to the Administrative Agent a certificate certifying that Pro Forma Compliance Certificate demonstrating that, upon giving effect on a Pro Forma Basis to the New Loan Commitments do incurrence of any such Incremental Facility and the concurrent retirement of any other Indebtedness of a Consolidated Party (1) the Senior Secured Leverage Ratio would not exceed 2.50 to 1.00 and (2) the Maximum Incremental Facilities AmountLoan Parties would otherwise be in compliance with the financial covenants set forth the in Section 8.11, in each case, as of the most recent fiscal quarter end for which certificate the Administrative Agent has received the Required Financial Information; (C) no Default or Event of Default shall exist at the time of the amendment giving effect to any such increase in the Revolving Commitments and/or the making of a separate term loan, as applicable, becomes effective; and (D) no Lender shall be obligated to participate in reasonable detail and shall provide the calculations and basis therefor and, subject any such increase by increasing its own commitment hereunder unless such Lender elects to reclassification as set forth in Section 10.1, classify such Indebtedness as being incurred under clause (i) or clause (ii) of the definition of Maximum Incremental Facilities Amount. 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, subject, if applicable, to the proviso to Section 2.14(b); provided that any Lender offered or approached to provide all or a portion of the New Loan Commitments may elect or decline, do so in its sole discretion, discretion at the time of such increase. The terms applicable to provide a New Loan Commitment. In each case, on each applicable Increased Amount Date (subject to Section 1.12), such New Loan any additional Revolving Commitments shall be subject the same as those applicable to the Revolving Commitments (i) no 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 Loan Commitments, as applicable, and subject to Section 1.12, (ii) 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(e), and (iii) the Borrower shall make any payments required pursuant to Section 2.11 amendment in connection with the New Loan establishment of such additional Revolving Commitments), except as applicable. No Lender to any related upfront fees which shall have any obligation to provide any Commitments pursuant to this Section 2.14(a). Any New Term Loans shall, at the election of be as agreed between the Borrower and agreed to by the applicable Lenders providing such New Loan additional Revolving Commitments, be designated . The terms applicable to any Incremental Facility structured as (a) a separate series term loan tranche (a “Series”) after giving effect to any amendment in connection with the establishment of New Term Loans for all purposes such term loans), including in respect of this Agreement or pricing, amortization and maturity, shall be as agreed to between the Borrower and the Lenders providing such Incremental Facility (b) it being understood that general administrative and similar terms not specific to such Incremental Facility shall be as part of a Series of existing Term Loans for all purposes of provided in this Agreement. On and after the Increased Amount Date); provided, Additional Revolving Credit Loans shall be designated however, that (A) each such Incremental Facility structured as a separate Series term loan t 108 ranche may be provided the right to ratable (with the Tranche B Term Loan and each other Incremental Facility structured as a separate term loan tranche) prepayment in connection with any voluntary or mandatory prepayment, (B) no more than 20% of Additional Revolving Credit Loans the initial principal amount of any Incremental Facility structured as a separate term loan tranche shall amortize (pursuant to schedule amortization) prior to the Maturity Date of the Tranche B Term Loan, (C) the final maturity date of any Incremental Facility structured as a separate term loan tranche shall not occur prior to the Maturity Date of the Tranche B Term Loan or the final maturity date of any other then existing Incremental Facility structured as a separate term loan tranche and (D) with respect to any Incremental Facility structured as a separate term loan tranche, the Applicable Yield of such Incremental Facility may not exceed the Applicable Yield of the Tranche B Term Loan or any other then outstanding Incremental Facility structured as a separate term loan tranche by more than 0.50% (it being understood that the Applicable Rate for all purposes of this Agreementthe Tranche B Term Loan or any such Incremental Facility may be increased and/or additional fees may be paid to the Lenders holding the Tranche B Term Loan and/or any such Incremental Facility to the extent necessary to satisfy such requirement).

Incremental Facilities. (a) The Borrower may, may by written notice to Administrative Agent, 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 or increases in Term Loans of any Class (the commitments thereto, the “New Term Loan Commitments”), (y) increases by an amount such that Borrower and its Subsidiaries shall be in Revolving Credit Commitments of any Class (the “compliance, on a Pro Forma Basis after giving effect to such New Term Loans or 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 application of the proceeds thereof, with a Secured Leverage Ratio of 2.503.00 to 1.00; provided that compliance with such Secured Leverage Ratio shall not be required to the extent (x) such New Revolving Credit CommitmentsLoan Commitments or New Revolving Loans refinance or replace existing Revolving Loan Commitments and Revolving Loans, or (y) such New Term Loans refinance or replace existing Term Loans, or the “New Loan Commitments”) by an aggregate amount not in excess Cash proceeds of the Maximum New Term Loans are applied to prepay then-existing Term Loans in accordance with Section 2.15 (each, a “Refinancing Incremental Facilities Amount in the aggregate and Facility”); provided, further, that any New Revolving Loan Commitment or New Term Loan Commitment shall not be less than $10,000,000 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 and such lesser amount that represents all such New Loan Commitments obtained on or prior to such dateremaining availability under any limit set forth above in this Section 2.25), 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 may be incurred in Dollars, Euros or Pounds Sterling. In connection with the incurrence of any Indebtedness under this Section 2.14, at the request of the Administrative Agent, the Borrower shall provide to the Administrative Agent a certificate certifying proposes that the New Revolving Loan Commitments do not exceed the Maximum Incremental Facilities Amount, which certificate or New Term Loan Commitments shall be in reasonable detail effective and (B) the identity of each Lender or other Person that is an Eligible Assignee; provided that, Issuing Bank shall provide have consented (such consent not to be unreasonably withheld or delayed) to the calculations and basis therefor and, subject allocation of New Revolving Loan Commitments to reclassification as set forth in Section 10.1, classify such Indebtedness as being incurred any Eligible Assignee under clause (i) or clause (ii) of the definition of Maximum Incremental Facilities Amount. The Borrower may approach any Lender 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, subject, if as applicable, to be allocated and the proviso to Section 2.14(b)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, on each applicable Increased Amount Date (subject to Section 1.12), such Such New Revolving Loan Commitments or New Term Loan Commitments shall be subject to become effective, as of such Increased Amount Date; provided that (i1) 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 Revolving Loan Commitments or New Term Loan Commitments; (2) both before and after giving effect to the making of any Series of New Term Loans, each of the conditions set forth in Section 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) except with respect to any Refinancing Incremental Facility, the Borrower and its Subsidiaries shall be in compliance, on a Pro Forma Basis after giving effect to such New Revolving Loan Commitments or New Term Loans and the application of the proceeds thereof, with each of the covenants set forth in Section 6.7a maximum Secured Leverage Ratio of 3.00 to 1.0, in each case 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, and subject to Section 1.12, (ii) the New Loan Commitments 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(e2.20(d), and ; (iii5) 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. No Lender ; (6) Borrower shall have deliver or cause to be delivered any obligation legal opinions or other documents reasonably requested by Administrative Agent in connection with any such transaction; and (7) except with respect to provide any Refinancing Incremental Facility, in the case of any New Revolving Loan Commitments pursuant to this Section 2.14(a). Any or New Term Loans shallLoan Commitments effected on an Increased Amount Date from and after April 1, at the election 2016, Borrower and its Subsidiaries shall be in compliance, on a Pro Forma Basis, with a Leverage Ratio as of the Borrower and agreed to by Lenders providing such Increased Amount Date (assuming in the case of any New Loan Revolving Commitments, be designated as 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, (ax) a separate series (a “Series”) the effectiveness of New Term Loans 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 the foregoing proviso and (y) 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 Loan Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (a) each of the Revolving Lenders shall assign to each of the New Revolving Loan Lenders, and each of the New Revolving Loan Lenders shall purchase from each of the Revolving Loan Lenders, at the principal amount thereof (together with accrued interest), such interests in the Revolving Loans outstanding on such Increased Amount Date (or in lieu of such assignments, non-pro rata borrowings and prepayments of Revolving Loans may occur) as shall be necessary in order that, after giving effect to all such assignments and purchases, (or such borrowings and prepayments), such Revolving Loans will be held by existing Revolving Loan Lenders and New Revolving Loan Lenders ratably in accordance with their Revolving Loan Commitments after giving effect to the addition of such New Revolving Loan Commitments to the Revolving Loan Commitments, (b) each New Revolving Loan Commitment shall be deemed for all purposes a Revolving Loan Commitment and each Loan made thereunder (a “New Revolving Loan”) shall be deemed, for all purposes, a Revolving Loan and (c) each New Revolving Loan Lender shall become a Lender with respect to the New Revolving Loan Commitment and all matters relating thereto. 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 New Term Loan Lender of any Series shall make a Loan to Borrower (a “New Term Loan”) in an amount equal to its New Term Loan Commitment of such Series (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 (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 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 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 A Term Loans. The terms and provisions of the 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. 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 Tranche A Term Loan Maturity Date), and (iii) the yield applicable to the New Term Loans of each Series shall be determined by Borrower and the applicable new Lenders and shall be set forth in each applicable Joinder Agreement; provided however (A) that the yield 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) shall not be greater than the applicable yield payable pursuant to the terms of this Agreement or (b) as part amended through the date of a Series of existing such calculation with respect to Tranche A Term Loans for (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) of the 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. Each Joinder Agreement may, without the consent of any other Lenders, effect such amendments to this AgreementAgreement and the other Credit Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.25. On and 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 Increased Amount Date, Additional Revolving Credit Loans Amendment No. 5 Effective Date shall be designated a separate Series entered into in accordance with this Section 2.25 and shall be subject to the terms and conditions hereof; provided that as of Additional Revolving Credit the date of establishment of such New Term Loans for all purposes 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 AgreementSection 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 So long as no Event of Default exists or would arise therefrom, the Borrower mayshall have the right, by written notice at any time and from time to Administrative Agenttime after the Closing Date, elect (i) to request the establishment of new term loan commitments under one or more (x) additional tranches of new term loans or increases loan credit facilities to be included in Term Loans of any Class this Agreement (the commitments theretothereunder, the “Incremental Term Loan Commitments” and each a “New Term Facility”), (ii) to increase the existing Term Loans by requesting new term loan commitments to be added to an existing Tranche of Term Loans (the “Supplemental Term Loan Commitments”), (yiii) increases to request new commitments under one or more new revolving facilities to be included in Revolving Credit Commitments of any Class this Agreement (the “New Incremental Revolving Credit Commitments”), and/or (ziv) additional tranches to increase any Incremental Revolving Commitments by requesting new revolving credit commitments to be added to an existing Tranche of Incremental Revolving Credit Commitments (the “Additional Supplemental Revolving Commitments”) and (v) to request new letter of credit facility commitments under one or more new letter of credit facilities to be included in this Agreement (the “Incremental Letter of Credit Commitments” and, together with the New Revolving Credit Incremental Term Loan Commitments, the “Supplemental Term Loan Commitments, the Incremental Revolving Credit Commitments”; together with , the New Term Loan Supplemental Revolving Commitments and the New Revolving Credit Commitments, the “New Loan Incremental Commitments”) by an amount not to exceed the Incremental Amount (at the time of incurrence or establishment of such Incremental Commitment). Any loans made in respect of any such Incremental Commitment (other than Supplemental Term Loan Commitments and Supplemental Revolving Commitments) shall be made by creating a new Tranche. Each Incremental Commitment made available pursuant to this Section 2.14 shall be in a minimum aggregate amount not of at least $5,000,000 and in integral multiples of $1,000,000 in excess of the Maximum Incremental Facilities Amount in the aggregate and not less than $10,000,000 individually thereof (or such lesser amount amounts 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 datemay agree), which may be incurred in Dollars, Euros or Pounds Sterling. In connection with the incurrence of any Indebtedness under this Section 2.14, at the request of the Administrative Agent, the Borrower 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 in reasonable detail and shall provide the calculations and basis therefor and, subject to reclassification as set forth in Section 10.1, classify such Indebtedness as being incurred under clause (i) or clause (ii) of the definition of Maximum Incremental Facilities Amount. 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, subject, if applicable, to the proviso to Section 2.14(b); 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, on each applicable Increased Amount Date (subject to Section 1.12), such New Loan Commitments shall be subject to (i) no 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 Loan Commitments, as applicable, and subject to Section 1.12, (ii) 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(e), and (iii) the Borrower shall make any payments required pursuant to Section 2.11 in connection with the New Loan Commitments, as applicable. No Lender shall have any obligation to provide any Commitments pursuant to this Section 2.14(a). Any New Term Loans shall, at the election of the Borrower and agreed to by Lenders providing such New Loan Commitments, be 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. On and after the Increased Amount Date, Additional Revolving Credit Loans shall be designated a separate Series of Additional Revolving Credit Loans for all purposes of this Agreement.

Incremental Facilities. (a) The At any time and from time to time, subject to the terms and conditions set forth herein, the Borrower may, by written notice to the Administrative AgentAgent (whereupon the Administrative Agent shall promptly deliver a copy to the Lenders), elect to request the establishment of (i) additional Term Loans or one or more (x) additional tranches of term loans or increases in Term Loans of any Class hereunder (the commitments theretocollectively, the “New Incremental Term Loan CommitmentsLoans”), (yii) increases in the amount of the Revolving Credit Commitments of any Class (the “New Revolving Credit Commitments”), and/or (z) or one or more additional tranches of Revolving Credit Commitments revolving loans hereunder (the “Additional Revolving Credit Commitments” and, together with the New Revolving Credit Commitmentscollectively, the “Incremental Revolving Credit CommitmentsLoans”), or (iii) in lieu of the Term Loans or additional tranches of term loans described in clause (i) above, junior lien secured or unsecured term loans that would be issued pursuant to separate loan documentation and not pursuant to this Agreement (collectively, the “Incremental Other Term Loans”; and together with the New Incremental Term Loan Commitments Loans and the New Incremental Revolving Credit CommitmentsLoans, collectively, the “New Loan CommitmentsIncremental Facilities”). Notwithstanding anything to the contrary herein, the aggregate amount of the Incremental Facilities incurred after the Closing Date shall not exceed an amount equal to the greater of (x) U.S.$130,000,000 and (y) Consolidated EBITDA for the four most recently completed fiscal quarters for which financial statements have been delivered (and after giving effect to the Transactions occurring on the Closing Date) (the “Non-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”) by so long as the Senior Secured Net Leverage Ratio, determined on a Pro Forma Basis (after giving effect to any Permitted Acquisition, Investment or repayment of Indebtedness or other use of the proceeds of such Incremental Facility, in each case if permitted hereunder), is equal to or less than 4.20:1.00 (after giving effect to the Transactions occurring on the Closing Date) (calculated, in the case of any Incremental Revolving Loans, as if such Indebtedness then being incurred or established were fully drawn, and, in the case of all Incremental Facilities, excluding from Unrestricted Cash and Cash Equivalents the aggregate amount of cash proceeds thereof; provided that if the Senior Secured Net Leverage Ratio set forth above is satisfied on such date after giving effect to a proposed incurrence of an Incremental Facility, the entire amount of such Incremental Facility may, in the sole discretion of the Borrower, be incurred under the Ratio-Based Incremental Facility without regard to the incurrence of indebtedness under the Non- Ratio-Based Incremental Facility Cap; provided, further, that (i) if the Borrower incurs indebtedness under an Incremental Facility under the Non-Ratio-Based Incremental Facility Cap on the same date that it incurs indebtedness under the Ratio-Based Incremental Facility, then the Senior Secured Net Leverage Ratio will be calculated with respect to such incurrence under the Ratio-Based Incremental Facility without regard to the incurrence of indebtedness under the Non-Ratio-Based Incremental Facility Cap and (ii) any Indebtedness incurred under the Non-Ratio-Based Incremental Facility Cap may be reclassified, as the Borrower may elect from time to time, as having been incurred as a Ratio-Based Incremental Facility if the Borrower meets the Senior Secured Net Leverage Ratio set forth above at such time on a pro forma basis). Each tranche of Incremental Term Loans shall be in an integral multiple of U.S.$1,000,000 and in an aggregate principal amount not in excess of the Maximum Incremental Facilities Amount in the aggregate and that is not less than $10,000,000 individually U.S.$10,000,000 (or such lesser minimum amount as (x) may be approved by the Administrative Agent in its reasonable discretion) and each tranche of Incremental Revolving Loans shall be in an integral multiple of U.S.$1,000,000 and in an aggregate principal amount that is not less than U.S.$10,000,000 (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. In connection with the incurrence of any Indebtedness under this Section 2.14, at the request of the Administrative Agent, the Borrower shall provide to lesser minimum amount approved by the Administrative Agent a certificate certifying that the New Loan Commitments do not exceed the Maximum Incremental Facilities Amount, which certificate shall be in its reasonable detail and shall provide the calculations and basis therefor and, subject to reclassification as set forth in Section 10.1, classify such Indebtedness as being incurred under clause (i) or clause (ii) of the definition of Maximum Incremental Facilities Amount. 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, subject, if applicable, to the proviso to Section 2.14(bdiscretion); provided that any Lender offered such amount may be less than such applicable minimum amount or approached to provide integral multiple amount if such amount represents all the remaining availability under the Non-Ratio-Based Incremental Facility Cap or a portion in respect of the New Loan Commitments may elect or decline, in its sole discretion, to provide a New Loan Commitment. In each case, on each applicable Increased Amount Date (subject to Section 1.12), such New Loan Commitments shall be subject to (i) no 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 Loan Commitments, as applicable, and subject to Section 1.12, (ii) 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(e), and (iii) the Borrower shall make any payments required pursuant to Section 2.11 in connection with the New Loan Commitments, as applicable. No Lender shall have any obligation to provide any Commitments pursuant to this Section 2.14(a). Any New Term Loans shall, at the election of the Borrower and agreed to by Lenders providing such New Loan Commitments, be 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. On and after the Increased Amount Date, Additional Revolving Credit Loans shall be designated a separate Series of Additional Revolving Credit Loans for all purposes of this AgreementRatio-Based Incremental Facilities.

Incremental Facilities. (a) The Borrower may, by written notice may from time to Administrative Agent, time after the Second Restatement Effective Date elect to request increase the establishment of Revolving Commitments or any Extended Revolving Commitments (“Increased Commitments”) or obtain one or more tranches of (or increase any existing tranche of) term loans denominated in Dollars (each, an “Incremental Term Loan”), in each case in an aggregate principal amount of not less than (x) additional tranches $10,000,000, in the case of term loans or increases in Term Loans of any Class (the commitments thereto, the “New Term Loan Commitments”), Increased Commitments and (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 $10,000,000 individually (or such lesser amount as (x) may be approved by the Administrative Agent may agree), in the case of Incremental Term Loans, so long as (except in the case of Refinancing Term Loans and Refinancing Revolving Commitments) the aggregate principal amount of Increased Commitments or Incremental Term Loans to be established or incurred, as applicable, does not exceed the Incremental Cap at such time. The Borrower may arrange for any such increase or tranche to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Commitment or Extended Revolving Commitment, or to participate in such Incremental Term Loan, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, a “New Lender”), to increase their existing Revolving Commitment or Extended Revolving Commitment, or to participate in such Incremental Term Loan, or extend Revolving Commitments or Extended Revolving Commitments, as the case may be; provided that each New Lender (and, in the case of an Increased Commitment, each Increasing Lender) shall be subject to the approval of the Borrower and, to the extent such consent would be required under Section 9.04 for an assignment to such New Lender, the Administrative Agent and, in the case of an Increased Commitment, each Issuing Bank (in each case, such consents not to be unreasonably withheld or delayed). Without the consent of any Lenders other than the relevant Increasing Lenders or New Lenders, this Agreement and the other Loan Documents may be amended pursuant to an Additional Credit Extension Amendment as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.19. Increases of Revolving Commitments and Extended Revolving Commitment and new Incremental Term Loans created pursuant to this Section 2.19 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or New Lenders and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing (but subject to the following proviso), no Increased Commitments or Extended Revolving Commitments or Incremental Term Loans shall be permitted under this Section 2.19(a) unless (i) on the proposed date of the effectiveness of such increase in the Revolving Commitments or Extended Revolving Commitments or borrowing of such Incremental Term Loan, the conditions set forth in paragraphs (a) and (b) of Section 4.02 shall be satisfied (or waived by the applicable New Lenders or Increasing Lenders) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower; provided, that to the extent agreed to by the Lenders providing such Increased Commitments or Incremental Term Loans, as applicable, and the proceeds of such Increased Commitments or Incremental Term Loans, as the case may be, are used to finance a Permitted Acquisition or Investment (other than Investments in (A) cash and Cash Equivalents and (B) any pre-existing and wholly-owned Restricted Subsidiary), with respect to the condition set forth in Section 4.02(a), only the Specified Representations shall be required to be true and correct, and the condition set forth in Section 4.02(b) shall be limited to an Event of Default under Sections 7.01(a), (b), (h) or (yi), (ii) other than in the case of Refinancing Term Loans or Refinancing Revolving Commitments, the Borrower shall constitute be in compliance, calculated on a Pro Forma Basis (assuming for this purpose that all Increased Commitments were fully drawn), with the difference between covenant contained in Section 6.09 as of the Maximum last day of the most recent fiscal quarter of the Borrower for which financial statements have been delivered pursuant to Sections 5.01(a) or (b) of this Agreement (or, prior to the initial delivery under this Agreement, Section 6.1 of the Amended and Restated Credit Agreement) prior to such time and (iii) if any Incremental Facilities Amount Term Loans are incurred pursuant to this Section 2.19 in reliance on clause (a) of the definition of “Incremental Cap” and all the proceeds of such Incremental Term Loans will be used to prepay, repay, redeem, retire, purchase, defease or refinance any unsecured Indebtedness of the Parent, any Intermediate Holdco, the Borrower or any Subsidiary, at the time of such incurrence, on a Pro Forma Basis, the Consolidated Senior Secured Leverage Ratio, as of the last day of the most recent fiscal quarter for which financial statements have been delivered pursuant to Sections 5.01(a) or (b) of this Agreement (or, prior to the initial delivery under this Agreement, Section 6.1 of the Amended and Restated Credit Agreement), is equal to or less than 2.00 to 1.00. On the effective date of any increase in the Revolving Commitments or Extended Revolving Commitments, (i) each relevant Increasing Lender and New Loan Commitments obtained Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Loans of the applicable Lenders of such class to equal its Applicable Percentage of such outstanding Loans, and (ii) if, on the date of such increase, there are any Revolving Loans of the applicable Class outstanding, such Revolving Loans shall on or prior to the effectiveness of such date)Increased Commitments be prepaid to the extent necessary from the proceeds of additional Revolving Loans made hereunder by the Increasing Lenders and New Lenders, which may be incurred in Dollarsso that, Euros after giving effect to such prepayments and any borrowings on such date of all or Pounds Sterling. In connection any portion of such Increased Commitments, the principal balance of all outstanding Revolving Loans of such Class owing to each Lender with the incurrence a Revolving Commitment of such Class is equal to such Xxxxxx’s pro rata share (after giving effect to any Indebtedness under non-ratable Increased Commitment pursuant to this Section 2.142.19) of all then outstanding Revolving Loans of such Class. The Administrative Agent and the Lenders hereby agree that the borrowing notice, at the request of the Administrative Agentminimum borrowing, the Borrower pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall provide not apply to the Administrative Agent a certificate certifying that transactions effected pursuant to the New 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 and, subject immediately preceding sentence. The deemed payments made pursuant to reclassification as set forth in Section 10.1, classify such Indebtedness as being incurred under clause (i) or clause (ii) of the definition second preceding sentence shall be accompanied by payment of Maximum Incremental Facilities Amount. The Borrower may approach any Lender or any Person (other than a natural Person) to provide all or a portion of accrued interest on the New Loan Commitments, subject, if applicable, to the proviso to Section 2.14(b); provided that any Lender offered or approached to provide all or a portion of the New Loan Commitments may elect or declineamount prepaid and, in its sole discretion, to provide a New respect of each Term Benchmark Loan Commitment. In each case, on each applicable Increased Amount Date (subject to Section 1.12), such New Loan Commitments shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.15 if the deemed payment occurs other than on the last day of the related Interest Periods. The terms of any Incremental Term Loans shall be as set forth in the Additional Credit Extension Amendment providing for such Incremental Term Loans; provided that (i) except with respect to an amount equal to the Maturity Carveout Amount at such time, (x) the final scheduled maturity date of any Incremental Term Loans shall be no earlier than the then-latest maturity date of any Class of Term Loans outstanding on the Second Restatement Effective Date (or any later date required pursuant to any Additional Credit Extension Amendment entered into after the Second Restatement Effective Date that has previously become effective) and (y) the Weighted Average Life to Maturity of any Incremental Term Loans (other than Refinancing Term Loans) shall not be shorter than the longest then remaining Weighted Average Life to Maturity of any Class of Term Loans outstanding on the Second Restatement Effective Date (or any longer Weighted Average Life to Maturity required pursuant to any Additional Credit Extension Amendment entered into after the Second Restatement Effective Date that has previously become effective), (ii) Incremental Term Loans shall not participate on a greater than pro rata basis with the Term Loans in any mandatory prepayment hereunder (except in the case of (a) incurrence of Refinancing Indebtedness in respect thereof and (b) mandatory prepayments with respect to a Class of Incremental Term Loans issued subject to customary escrow provisions that include a mandatory prepayment applicable solely to such Class of Incremental Term Loans if the applicable escrow release event does not occur prior to the specified escrow “outside date”), (iii) the provisions with respect to payment of interest (including any “MFN” provisions), original issue discount and upfront fees shall be as set forth in the Additional Credit Extension Amendment providing for such Incremental Term Loans; provided that, other than with respect to any Incremental Term Loans the proceeds of which are to be used by the Borrower to finance, in whole or in part, a Permitted Acquisition or any other acquisition that constitutes an Investment hereunder, if the Effective Yield of any Class of Incremental Term Loans established after the Second Restatement Effective Date (other than Refinancing Term Loans) exceeds the Effective Yield of the Term Loans by more than 50 basis points, then the Applicable Rate for the Term Loans shall be increased to the extent required so that the Effective Yield of the Term Loans is equal to the Effective Yield of such Incremental Term Loans, minus 50 basis points, (iv) any Class of Incremental Term Loans may contain customary excess cash flow mandatory prepayment provisions; provided that such mandatory prepayments with respect to such Incremental Term Loans shall be made on a no greater than pro rata basis with the then existing Term Loans, (v) if the Borrower and the lenders providing the relevant Class of Incremental Term Loans agree, the Additional Credit Extension Amendment providing for such Incremental Term Loans may permit repurchases by, or assignments to, the Borrower or any Restricted Subsidiary of such Incremental Term Loans pursuant to open market purchases or “dutch auctions” so long as (1) no Event of Default shall have occurred and be continuing, (except in connection with an acquisition 2) the Incremental Term Loans purchased are immediately and automatically canceled, (3) no proceeds from any loan under any revolving credit facility shall be used to fund such assignments or investment repurchases and (including any Permitted Acquisition or Investment), no Event of Default under Section 11.1 or Section 11.54) the purchasing party shall exist on such Increased Amount Date before or after giving effect be required to identify itself and the seller shall make a customary “big boy” representation and (vi) all other terms applicable to such New Loan Incremental Term Loans (other than provisions specified in clauses (i) through (v) above) to the extent not identical to the terms of the then outstanding Term Loans, shall be permitted if reasonably satisfactory to the Administrative Agent. The terms of any Increased Commitments shall be the same as those of the Revolving Commitments or Extended Revolving Commitments, as applicable; provided that Refinancing Revolving Commitments may have a later maturity date than, and subject to Section 1.12pricing and fees different from, (ii) 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 those applicable to the requirements set forth in Section 5.4(e)Revolving Commitments and Extended Revolving Commitments. For the avoidance of doubt, and (iii) the Borrower shall make any payments required pursuant to Section 2.11 in connection with the New Loan Commitments, as applicable. No no Lender shall have any obligation to provide any Commitments pursuant to this Section 2.14(a). Any New Increased Commitment or Incremental Term Loans shall, at the election of the Borrower and agreed to by Lenders providing such New Loan Commitments, be 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. On and after the Increased Amount Date, Additional Revolving Credit Loans shall be designated a separate Series of Additional Revolving Credit Loans for all purposes date hereof by virtue of this Agreement.

Incremental Facilities. (a) At any time from and after the Amendment No. 6 Effective Date, at the option of Borrowers (but subject to the conditions set forth in clause (b) below), the Revolving Facility 105 Commitments and the Maximum Revolver Amount may be increased by an amount in the aggregate for all such increases of the Revolving Facility Commitments not to exceed the Available Increase Amount (each such increase, an “Increase”). The Borrower mayBorrowers shall invite each Lender to increase its Revolving Facility Commitments (it being understood that no Lender shall be obligated to increase its Revolving Facility Commitments), by written notice and if any Lenders do not agree to increase their Revolving Facility Commitments in connection with such proposed Increase, then Borrowers may invite any prospective lender who is reasonably satisfactory to Administrative Agent and Borrowers to become a Lender in connection with a proposed Increase. Any Increase shall be in an amount of at least $30,000,000 and integral multiples of $10,000,000 in excess thereof. In no event may the Revolving Facility Commitments and the Maximum Revolver Amount be increased pursuant to this Section 2.21 on more than three (3) occasions in the aggregate for all such Increases. Additionally, for the avoidance of doubt, it is understood and agreed that in no event shall the aggregate amount of the Increases to the Revolving Facility Commitments exceed $100,000,000. (b) Each of the following shall be conditions precedent to any Increase: (i) Administrative Agent or Borrowers have obtained the commitment of one or more Lenders (or other prospective lenders) reasonably satisfactory to Administrative Agent and Borrowers to provide the applicable Increase and any such Lenders (or prospective lenders), Borrowers, and Administrative Agent have signed a joinder agreement to this Agreement (an “Increase Joinder”), in form and substance reasonably satisfactory to Administrative Agent, elect to request the establishment of one which such Lenders (or more (x) additional tranches of term loans or increases in Term Loans of any Class (the commitments thereto, the “New Term Loan Commitments”prospective lenders), Borrowers, and Administrative Agent are party, (yii) 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 each of the Maximum Incremental Facilities Amount in the aggregate and not less than $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. In connection with the incurrence of any Indebtedness under this Section 2.14, at the request of the Administrative Agent, the Borrower 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 in reasonable detail and shall provide the calculations and basis therefor and, subject to reclassification as conditions precedent set forth in Section 10.15.01(b) and (c) are satisfied, classify such Indebtedness as being incurred under clause (iiii) or clause (ii) of the definition of Maximum Incremental Facilities Amount. 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, subject, if applicable, interest rate margins with respect to the proviso Revolving Facility Loans to Section 2.14(b); provided that any Lender offered or approached be made pursuant 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, on each applicable Increased Amount Date (subject to Section 1.12), such New Loan increased Revolving Facility Commitments shall be subject the same as the interest rate margin applicable to Revolving Facility Loans hereunder immediately prior to the applicable Increase Date (ias defined below) no Event (the date of Default the effectiveness of the increased Revolving Facility Commitments and the Maximum Revolver Amount, the “Increase Date”), provided, that nothing in this Section 2.21 shall prohibit the payment of commitment fees or other fees to Lenders participating in an Increase, and (except iv) Administrative Agent and Lenders shall have received mortgage amendments, title policy endorsements, flood certifications, legal opinions and such other documents as Administrative Agent may reasonable request in connection with an acquisition any Mortgage. (c) Any Increase Joinder may, with the consent of Administrative Agent, Borrowers and the Lenders or investment prospective lenders agreeing to the proposed Increase, effect such amendments to this Agreement and the other Loan Documents as may be necessary to effectuate the provisions of this Section 2.21. (including d) Unless otherwise specifically provided herein, all references in this Agreement and any Permitted Acquisition other Loan Document to Revolving Facility Loans shall be deemed, unless the context otherwise requires, to include Revolving Facility Loans made pursuant to the increased Revolving Facility Commitments and Maximum Revolver Amount pursuant to this Section 2.21. (e) Each of the Lenders having a Revolving Facility Commitment prior to the Increase Date (the “Pre-Increase Revolver Lenders”) shall assign to any Lender which is acquiring a new or Investmentadditional Revolving Facility Commitment on the Increase Date (the “Post-Increase Revolver Lenders”), no Event and such Post-Increase Revolver Lenders shall purchase from each Pre-Increase Revolver 106 Lender, at the principal amount thereof, such interests in the Revolving Facility Loans and participation interests in Letters of Default under Section 11.1 or Section 11.5) shall exist Credit on such Increased Amount Increase Date before or as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Facility Loans and participation interests in Letters of Credit will be held by Pre-Increase Revolver Lenders and Post-Increase Revolver Lenders ratably in accordance with their Pro Rata Share after giving effect to such New Loan increased Revolving Facility Commitments. (f) The Revolving Facility Loans, Revolving Facility Commitments, as applicable, and subject to Section 1.12, (ii) 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(e), and (iii) the Borrower shall make any payments required pursuant to Section 2.11 in connection with the New Loan Commitments, as applicable. No Lender shall have any obligation to provide any Commitments Maximum Revolver Amount established pursuant to this Section 2.14(a). Any New Term Loans 2.21 shall constitute Revolving Facility Loans, Revolving Facility Commitments, and Maximum Revolver Amount under, and shall be entitled to all the benefits afforded by, this Agreement and the other Loan Documents, and shall, at without limiting the election foregoing, benefit equally and ratably from any guarantees and the security interests created by the Loan Documents. Borrowers shall take any actions reasonably required by Administrative Agent to ensure and demonstrate that the Liens and security interests granted by the Loan Documents continue to be perfected under the Code or otherwise after giving effect to the establishment of the Borrower any such new Revolving Facility Commitments and agreed to by Lenders providing such New Loan CommitmentsMaximum Revolver Amount. ARTICLE III TAXES, be 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. On and after the Increased Amount Date, Additional Revolving Credit Loans shall be designated a separate Series of Additional Revolving Credit Loans for all purposes of this Agreement.YIELD PROTECTION AND ILLEGALITY Section 3.01

Incremental Facilities. (a) The Borrowers may (on a joint and several basis), from time to time after the Closing Date, upon notice by the Borrower mayRepresentative to the Administrative Agent (who shall promptly notify the applicable Lenders) specifying the proposed amount thereof, by written notice request (i) an increase in the Commitments under any Revolving Tranche (which shall be on the same terms as, and become part of, the Revolving Tranche proposed to Administrative Agentbe increased) (a “Revolving Credit Commitment Increase”), elect (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 request be increased hereunder (except as otherwise provided in clause (d) below with respect to amortization)) (each, a “Term Commitment Increase”) and (iii) the establishment addition of one or more new term loan facilities to the Facilities (x) additional tranches of term loans or increases in each, a “New Term Loans of Facility”; and any Class (advance made by a Lender thereunder, a “New Term Loan”; and the commitments theretothereof, the “New Term Loan Commitments”), (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 CommitmentsCommitment” and, and together with the New Revolving Credit Commitments, the “Incremental Revolving Credit Commitments”; together with the New Term Loan Commitments Commitment Increase and the New Revolving Credit CommitmentsTerm Commitment 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 $10,000,000 individually (or such lesser amount as to exceed (x) may be approved by a Dollar Amount of $700,000,000 (the Administrative Agent or “Cash-Capped Incremental Facility”) plus (y) shall constitute an unlimited amount (the difference between “Ratio-Based Incremental Facility”) so long as the Maximum Incremental Facilities Amount First Lien Leverage Requirement is satisfied plus (z) an amount equal to all voluntary prepayments of Term Loans made pursuant to Section 2.05(a) and all such New Loan voluntary prepayments of Revolving Credit Loans made pursuant to Section 2.05(a) to the extent accompanied by a corresponding, permanent reduction in the Revolving Credit Commitments obtained on or prior pursuant to such dateSection 2.06(a), which may be incurred in Dollars, Euros or Pounds Sterling. In connection with the incurrence of any Indebtedness under this Section 2.14, at the request of the Administrative Agent, the Borrower 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 in reasonable detail and shall provide the calculations and basis therefor and, subject to reclassification as set forth in Section 10.1, classify such Indebtedness as being incurred under clause (i) or clause (ii) of the definition of Maximum Incremental Facilities Amount. 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, subject, if applicableeach case, to the proviso to Section 2.14(bextent not funded with the proceeds of long term Indebtedness (the “Prepayment-Based Incremental Facility”) (such amounts described in clauses (x) through (z), at any such time, the “Incremental Amount”); 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, on each applicable Increased Amount Date (subject to Section 1.12), such New Loan Commitments shall be subject to (i) no Event of Default (except in connection with an acquisition or investment (including any Permitted Acquisition or Investmentsubject to Section 1.02(i), no Event of Default under Section 11.1 or Section 11.5) shall would exist on such Increased Amount Date before or after giving effect to any such New Loan Commitments, as applicable, request and subject to Section 1.12, (ii) any such request for an increase shall be in a minimum amount of the lesser of (x) a Dollar Amount of $20,000,000 and (y) the entire amount of any increase that may be requested under this Section 2.14; provided, further, that for any New Loan Commitments shall be effected established pursuant to one or more Joinder Agreements executed this Section 2.14 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(e), and (iii) the Borrower shall make any payments required New Incremental Notes issued pursuant to Section 2.11 in connection with 2.17, (A) the Borrowers shall be deemed to have used amounts under the Prepayment-Based Incremental Facility, if any, prior to utilization of the Cash-Capped Incremental Facility and the Ratio-Based Incremental Facility, and the Borrowers shall be deemed to have used the Ratio-Based Incremental Facility (to the extent permitted by the pro forma calculation of the First Lien Net Leverage Ratio) prior to utilization of the Cash-Capped Incremental Facility and (B) New Loan Commitments, as applicable. No Lender shall have any obligation to provide any Commitments pursuant to this Section 2.14(a2.14 and New Incremental Notes pursuant to Section 2.17 may be incurred under clauses (x), (y) and (z) above, and proceeds from any such incurrence under clauses (x), (y) and (z) above may be utilized in a single transaction by first calculating the incurrence under clause (y) (without inclusion of any amounts utilized pursuant to clause (x)) and then calculating the incurrence under clause (x)). Any New Term Loans shallAt the time of sending such notice to the applicable Lenders, at the election of the Borrower and agreed Representative (in consultation with the Administrative Agent) shall specify the time period within which each applicable Lender is requested to by Lenders providing respond (which, unless the Administrative Agent otherwise agrees, shall in no event be less than ten Business Days from the date of delivery of such New Loan Commitments, be 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. On and after the Increased Amount Date, Additional Revolving Credit Loans shall be designated a separate Series of Additional Revolving Credit Loans for all purposes of this Agreementnotice).

Incremental Facilities. (a) The Borrower may, by written notice to Administrative Agentthe Agent from time to time, elect request Incremental Commitments in an amount for all such Incremental Commitments not to request exceed the establishment of Incremental Facility Amount at such time from one or more Incremental Lenders, which may include any existing Lender or any Eligible Assignee (each of which shall be entitled to agree or decline to participate in its sole discretion); provided that (i) any Incremental Revolving Credit Commitments (and the Incremental Revolving Credit Loans thereunder) shall be implemented as an increase to the total Revolving Credit Commitments and shall [[3666665]] have identical terms as the Revolving Credit Commitments (and the Revolving Credit Loans thereunder) and (ii) each Incremental Lender shall be subject to the approval of the Agent (and, in the case of an Incremental Revolving Credit Lender, each Issuing Bank) (which approvals shall not be unreasonably withheld or delayed). Such notice shall set forth (x) additional tranches the amount of term loans the Incremental Commitments being requested (which shall be in minimum increments of $5,000,000 and a minimum amount of $10,000,000 or increases in Term Loans of any Class (such lesser amount equal to the commitments theretoremaining Incremental Facility Amount, the “New Term Loan Commitments”as applicable), (y) increases the date on which such Incremental Commitments are requested to become effective and (z) in Revolving Credit the case of Incremental Term Commitments, whether such Incremental Term Commitments of any Class are (i) commitments to make additional Term Loans or (ii) commitments to make new A Type Term Loans (as defined below) with terms different from the Term Loans (such loans, “New Revolving Credit Specified Incremental Term Loans” and such commitments “Specified Incremental Term 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 $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. In connection with the incurrence of any Indebtedness under this Section 2.14, at the request of the Administrative Agent, the Borrower 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 in reasonable detail and shall provide the calculations and basis therefor and, subject to reclassification as set forth in Section 10.1, classify such Indebtedness as being incurred under clause (i) or clause (ii) of the definition of Maximum Incremental Facilities Amount. 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, subject, if applicable, to the proviso to Section 2.14(b); 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, on each applicable Increased Amount Date (subject to Section 1.12), such New Loan Commitments shall be subject to (i) no 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 Loan Commitments, as applicable, and subject to Section 1.12, (ii) 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(e), and (iii) the Borrower shall make any payments required pursuant to Section 2.11 in connection with the New Loan Commitments, as applicable. No Lender shall have any obligation to provide any Commitments pursuant to this Section 2.14(a). Any New Term Loans shall, at the election of the Borrower and agreed to by Lenders providing such New Loan Commitments, be 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. On and after the Increased Amount Date, Additional Revolving Credit Loans shall be designated a separate Series of Additional Revolving Credit Loans for all purposes of this Agreement.

Incremental Facilities. (a) The Facilities Documentation will permit the Borrower may, by written notice after the Closing Date to Administrative Agent, elect to request the establishment of add one or more incremental term loan facilities to the Credit Facilities (xeach, an “Incremental Term Facility”) additional tranches of term loans or increases in Term Loans of any Class (and/or increase commitments under the commitments thereto, the “New Term Loan Commitments”), (y) increases in Revolving Credit Commitments of Facility (any Class (the “New Revolving Credit Commitments”)such increase, and/or (z) additional tranches of Revolving Credit Commitments (the “Additional Revolving Credit Commitments” and, together with the New Revolving Credit Commitments, the and “Incremental Revolving Credit CommitmentsIncrease”; together with the New Incremental Term Loan Commitments Facilities, and the New Revolving Credit Commitments, collectively referred to as the “New Loan CommitmentsIncremental Facilities”) by in an aggregate amount not in excess (the “Available Incremental Amount”) of up to (a) an amount equal to $300.0 million, plus (b) an amount equal to all voluntary prepayments of Term Loans and voluntary prepayments of Revolving Loans to the Maximum Incremental Facilities Amount extent accompanied by a permanent reduction in the aggregate and commitments thereof (in each case, to the extent not less than $10,000,000 individually (or such lesser amount as (x) may be approved by financed with 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. In connection with proceeds from the incurrence of long-term indebtedness), plus (c) an unlimited amount, so long as after giving effect to the borrowings under such Incremental Facility on the effective date thereof on a pro forma basis (as defined below), the Consolidated Net Leverage Ratio is equal to or less than 3.00:1.00 (assuming that any Indebtedness Incremental Revolving Increase is fully drawn and it being understood that cash proceeds of any such Incremental Facility shall not be netted for the purpose of testing such Consolidated Net Leverage Ratio). The availability of the Incremental Facilities shall be subject solely to the following terms and conditions: (a) no existing Lender shall be required to participate in any such Incremental Facility without its consent; (b) no default or event of default under this Section 2.14the Credit Facilities shall have occurred and be continuing or would exist immediately after giving effect thereto (except in connection with permitted acquisitions or investments, which shall be subject to no payment or bankruptcy event of default under the Credit Facilities); (c) such Incremental Facility may, at the request discretion of the Borrower, (i) rank pari passu in right of payment with the Credit Facilities, (ii) be subordinated in right of payment to the Credit Facilities, (iii) be secured on a pari passu basis with the Credit Facilities, (iv) be secured on a junior lien basis to the Credit Facilities or (v) be unsecured; provided that if subordinated or secured on a junior lien basis (except to the extent incurred under the Facilities Documentation (as defined below)), any intercreditor or lien subordination arrangements shall be reasonably satisfactory to the Administrative Agent, and if secured on an equal basis with the Credit Facilities, such Incremental Facilities shall be on terms and pursuant to documentation applicable to the Credit Facilities; (d) the maturity date of any such Incremental Term Facility shall be no earlier than the then latest maturity date of the Term Facilities or, if the Incremental Term Facility is structured as a “Term A” facility, the latest maturity date of the Term Loan A Facility; (e) the weighted average life to maturity of any such Incremental Term Facility shall be no shorter than the then remaining weighted average life to maturity of the Term Loans or, if the Incremental Term Facility is structured as a “Term A” facility, the then remaining weighted average life to maturity of the Term Loan A Facility; (f) in the case of an Incremental Revolving Increase, the maturity date of such Incremental Revolving Increase shall be the same as the maturity date of the Revolving Credit Facility, such Incremental Revolving Increase shall require no scheduled amortization of mandatory commitment reduction prior to the final maturity of the Revolving Credit Facility and the Incremental Revolving Increase shall be on the same terms and pursuant to the exact same documentation applicable to the Revolving Credit Facility, (g) subject to clauses (d) and (e) above, the amortization schedules applicable to any such Incremental Term Facility shall be as determined by the Borrower and the lenders thereunder; (h) the representations and warranties in the Facilities Documentation shall be true and correct in all material respects immediately after giving effect to the incurrence of such Incremental Term Facility, subject to “SunGard” provisions substantially identical to the Certain Funds Provisions to the extent the proceeds of such Incremental Facility are used to finance, in whole or in part, permitted acquisitions or investments; (i) any fees payable in connection with such Incremental Facility shall be determined by the Borrower and the arrangers and/or lenders providing such Incremental Facility; (j) such Incremental Term Facility may provide for the ability to participate on a pro rata basis or less than pro rata basis in any voluntary or mandatory prepayments of the Term Loans; (k) during the period commencing on the Closing Date and ending on the date that is 12 months after the Closing Date only, the interest rate, upfront fees and original issue discount for any term loan xxxxxx such Incremental Term Facility shall be as determinedby the Borrower and the lenders providing such Incremental Term Facility; provided that in the event that the yield on such Incremental Term Facility (taking into account interest margins, minimum Adjusted LIBOR (as defined in Annex I to Exhibit B), minimum ABR, upfront fees and OID on such term loans, with upfront fees and OID 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”) (other than any Incremental Term Facility that is unsecured, subordinated or secured on a junior-lien basis) exceeds the yield on the Term Loan B Facility or, if the Incremental Term Facility is structured as a “Term A” facility, the Term Loan A Facility (determined as provided above), by more than 0.50% per annum, then the interest margins for the Term B Loans and/or the Term A Loans, as applicable, shall automatically be increased to a level such that the yield on the Term B Loans and/or the Term A Loans, as applicable, shall be 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 LIBOR or ABR “floor” on any Incremental Term Facility shall be effected solely through an increase therein (or implementation thereof, as applicable); and (l) except as otherwise provided above, all other terms of such Incremental Term Facility, if not consistent with the terms of the existing Term Facilities, will be as agreed between the Borrower and the lenders providing such Incremental Term Facilities, with such other terms not consistent with the existing Term Facilities to be reasonably satisfactory to the Administrative Agent. The Borrower may seek commitments in respect of the Incremental Facilities from existing Lenders (each of which shall be entitled to agree or decline to participate in its sole discretion) and additional banks, financial institutions and other institutional lenders or investors who will become Lenders in connection therewith; provided that the consent of the Administrative Agent, the Borrower Swing Line Lender and the Issuing Banks (not to be unreasonably withheld, delayed or conditioned) shall provide be required with respect to any such additional lender if such consent would be required under the Administrative Agent a certificate certifying that caption “Assignments and Participations” for an assignment to such additional lender. The proceeds of the New Loan Commitments do not exceed the Maximum Incremental Facilities Amount, which certificate shall will be in reasonable detail and shall provide the calculations and basis therefor and, subject to reclassification as set forth in Section 10.1, classify such Indebtedness as being incurred under clause (i) or clause (ii) of the definition of Maximum Incremental Facilities Amount. 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, subject, if applicable, to the proviso to Section 2.14(b); 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, on each applicable Increased Amount Date (subject to Section 1.12), such New Loan Commitments shall be subject to (i) no 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 Loan Commitments, as applicable, and subject to Section 1.12, (ii) 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(e), and (iii) the Borrower shall make any payments required pursuant to Section 2.11 in connection with the New Loan Commitments, as applicable. No Lender shall have any obligation to provide any Commitments pursuant to this Section 2.14(a). Any New Term Loans shall, at the election used for general corporate purposes of the Borrower and agreed its subsidiaries (including for capital expenditures, acquisitions, restricted payments, refinancing of Indebtedness and any other transaction not prohibited by the Facilities Documentation). The Facilities Documentation shall be amended to give effect to any Incremental Facility by documentation executed by the Lenders providing making the commitments with respect thereto, the Administrative Agent and the Borrower and without the consent of any other existing Lender. The Facilities Documentation will also permit amendments thereof with the consent of only the Administrative Agent and the Borrower to permit extensions of credit under the Incremental Facilities and the accrued interest and fees in respect thereof to share in the benefits of the Facilities Documentation and to include the Lenders holding such New Loan Commitmentsfacilities in the definition of Required Lenders and Majority Facility Lenders. In addition, be designated as (a) a separate series (a “Series”) the Borrower may, in lieu of New adding Incremental Term Loans for all purposes of this Agreement or (b) as Facilities, utilize any part of a Series of existing the Available Incremental Amount at any time by issuing or incurring Incremental Equivalent Term Loans for all purposes of this Agreement. On Debt, subject to customary terms and after conditions (such as customary intercreditor documentation reasonably acceptable to the Increased Amount DateAdministrative Agent, Additional Revolving Credit Loans shall be designated a separate Series of Additional Revolving Credit Loans for all purposes of this Agreementif applicable).

Incremental Facilities. (a) The Borrower may, may by written notice to the Administrative Agent, Agent elect to request the establishment of one or more (x) additional tranches term loans, which may be of term loans or increases in the same Class as any then-existing Term Loans (a “Term Loan Increase”) or a separate Class of any Class Term Loans (the commitments theretofor additional term loans of the same Class or a separate Class, collectively, the “New Incremental Term Loan Commitments”), (y) increases in additional term letter of credit loans, which may be of the same Class as any then-existing Term C Loans (a “Term C Loan Increase”) or a separate Class of Term C Loans (the commitments for additional term loans of the same Class or a separate Class, collectively, the “Incremental Term C Loan Commitments”) and/or (z) revolving credit commitments, which may be of the same Class as any then-existing Revolving Credit Commitments of any Class (the commitments thereto, the “New Revolving Credit Commitments”), and/or (z) additional tranches or a separate Class of Revolving Credit Commitments (the commitments thereto, the “Additional Revolving Credit Commitments” and, together with the New Revolving Credit Commitments, the “Incremental Revolving Credit Commitments”; together with the New Incremental Term Loan Commitments and the New Revolving Credit Incremental Term C Loan Commitments, the “New Incremental Loan Commitments”) ), by an aggregate 123 AMERICAS 122173769123894352 amount, when combined with the aggregate principal amount of all Permitted Other Debt incurred in reliance on Sections 10.1(y)(iii) and (iv) (solely to the extent of refinancing Indebtedness incurred in reliance on clause (iii) of Section 10.10.1(y)), not in excess of the Maximum Incremental Facilities Amount in at the aggregate time of incurrence thereof and not less than $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 at such New time). Each such notice shall specify the date (each, an “Increased Amount Date”) on which the Borrower proposes that the Incremental Loan Commitments obtained on or prior to such date), which may be incurred in Dollars, Euros or Pounds Sterling. In connection with the incurrence of any Indebtedness under this Section 2.14, at the request of the Administrative Agent, the Borrower 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 in reasonable detail and shall provide the calculations and basis therefor and, subject to reclassification as set forth in Section 10.1, classify such Indebtedness as being incurred under clause (i) or clause (ii) of the definition of Maximum Incremental Facilities Amounteffective. 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, subject, if applicable, to the proviso to Section 2.14(b); provided that any Lender offered or approached to provide all or a portion of the New Incremental Loan Commitments may elect or decline, in its sole discretion, to provide a New an Incremental Loan Commitment, and the Borrower shall have no obligation to approach any existing Lender to provide any Incremental Loan Commitment. In each case, on each such Incremental Loan Commitments shall become effective as of the applicable Increased Amount Date (subject to Section 1.12)Date; provided that, such New Loan Commitments shall be subject to (i) no Event of Default (except in connection with an acquisition or investment x) other than as described inunless the immediately succeeding clause (including any Permitted Acquisition or Investment)y) is applicable, no Event of Default under Section 11.1 or Section 11.5) shall exist on such Increased Amount Date immediately before or immediately after giving effect to such New Incremental Loan CommitmentsCommitments and the borrowing of any Incremental Loans thereunder or (y) if such Incremental Loan Commitment is being provided in connection with a Permitted Acquisition or other acquisition constituting a permitted Investment, or in connection with refinancing of any Indebtedness that requires an irrevocable prepayment or redemption noticeLimited Condition Transaction, then no Event of Default under (A) Section 11.1 or Section 11.5 shall exist on such Increased Amount Date and (B) such other provisions of Section 11 as applicable, may otherwise be required by the Lenders providing the applicable Incremental Loan Commitment immediately before or immediately after giving effect to such Incremental Loan Commitment and subject to Section 1.12the borrowing of any Incremental Loans thereunder, (ii) in connection with any incurrence of Incremental Loans, or establishment of Incremental Loan Commitments, on an Increased Amount Date, there shall be no requirement for the New Borrower to bring down the representations and warranties under the Credit Documents unless and until requested by the Persons holding more than 50% of the applicable Incremental Loans or Incremental Loan Commitments (provided that, in the case of Incremental Loans or Incremental Loan Commitments used to finance a Permitted Acquisition or other acquisition constituting a permitted Investment, only the Specified Representations (conformed as necessary for such acquisition) shall be required to be true and correct in all material respects if requested by the Persons holding more than 50% of the applicable Incremental Loans or Incremental Loan Commitments), (iii) the Incremental Loan Commitments shall be effected pursuant to one or more Joinder Agreements Incremental Amendments 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(e5.4(d) and (e), and (iiiiv) the Borrower shall make any payments required pursuant to Section 2.11 in connection with the New Incremental Loan Commitments, as applicable. No Lender shall have any obligation to provide any Commitments pursuant to this Section 2.14(a). Any New Term Loans shall, at the election of the Borrower and agreed to by Lenders providing such New Loan Commitments, be 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 For all purposes of this Agreement. On and after the , (a) any Incremental Term Loans made on an Increased Amount Date, Additional Revolving Credit Loans Date shall be designated (x) a separate Series series of Additional 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, (b) any Incremental Term C Loans made on an Increased Amount Date shall be designated (x) a separate series of Term C Loans or (y) in the case of a Term C Loan Increase, a part of the series of existing Term C Loans subject to such increase, and (c) any Incremental Revolving Credit Commitments made on an Increased Amount Date shall be designated (x) a separate series of Revolving Credit Commitments or (y) in the case of a New Revolving Credit Commitment, a part of the series of existing Revolving Credit Commitments subject to such increase (such new or existing series of Term Loans, Term C Loans for all purposes of this Agreementor Revolving Credit Commitments, each, a “Series”).

Incremental Facilities. . 4.18 So long as no Event of Default exists or would arise therefrom, the Borrower shall have the right, at any time and from time to time after the Closing Date to (ai) The Borrower may, by written notice to Administrative Agent, elect to request the establishment of new term loan commitments under one or more (x) additional tranches new term loan credit facilities to be included in this Agreement and/or increase the principal amount of term loans or increases in any class of Term Loans of any Class (the commitments theretoeach, an “Incremental Term Facility” and, collectively, the “New Incremental Term Loan Commitments”)) and/or (ii) increase the Total Revolving Commitment (each, (y) increases in an “Incremental Revolving Credit Commitments of any Class (Facility” and, such commitments, the “New Incremental Revolving Credit Commitments”); together with the Incremental Term Loan Commitments, and/or (z) additional tranches of Revolving Credit Commitments (the “Additional Revolving Credit Incremental Commitments” and, together with any Incremental Term Facility, “Incremental Facilities”; and the New Revolving Credit Commitmentsloans thereunder, the “Incremental Revolving Credit Commitments”; Loans” and, together with any Incremental Term Loans, “Incremental 84 Loans”) so long as the New Term Loan aggregate outstanding principal amount of all unutilized Incremental Commitments and Incremental Loans does not exceed the New Revolving Credit CommitmentsIncremental Amount (and the Borrower shall deliver a certificate, the “New Loan Commitments”) by an aggregate amount not in excess of the Maximum Incremental Facilities Amount in the aggregate and not less than $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 the date on which such date), which may be incurred in Dollars, Euros or Pounds Sterling. In connection with the incurrence of any Indebtedness under this Section 2.14, at the request of the Administrative Agent, the Borrower Incremental Commitment shall provide become effective to the Administrative Agent a certificate certifying that the New Loan Commitments do not exceed the Maximum Incremental Facilities Amount, which certificate shall be Borrower is in reasonable detail and shall provide the calculations and basis therefor and, subject to reclassification as set forth in Section 10.1, classify such Indebtedness as being incurred under clause (i) or clause (ii) of the definition of Maximum Incremental Facilities Amount. 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, subject, if applicable, to the proviso to Section 2.14(b); 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, on each applicable Increased Amount Date (subject to Section 1.12), such New Loan Commitments shall be subject to (i) no Event of Default (except in connection compliance 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 Loan Commitments, as applicable, and subject to Section 1.12, (ii) 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(e), and (iii) the Borrower shall make any payments required pursuant to Section 2.11 in connection with the New Loan Commitments, as applicable. No Lender shall have any obligation to provide any Commitments pursuant to this Section 2.14(a4.17). Any New Incremental Term Loans shall, at Loan Commitment Incurred in the election form of the Borrower and agreed increases to by Lenders providing such New Loan Commitments, be 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 any Class of existing Term Loans for all purposes of this Agreement. On and after the Increased Amount Date, Additional Revolving Credit Loans shall be designated a separate Series identical to and form part of Additional such Term Loans. Any Incremental Revolving Credit Loans for all purposes Commitments shall be Incurred in the form of this Agreementincreases to the Revolving Commitments and shall be identical to and form part of such Revolving Facility.

Incremental Facilities. (a) The At any time and from time to time, subject to the terms and conditions set forth herein, the Borrower may, by written notice to the Administrative AgentAgent (whereupon the Administrative Agent shall promptly deliver a copy of such notice to each of the Lenders), elect request to request the establishment of incur additional Loans or add 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”), (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 CommitmentsOther Term Loans” and, together with any additional Loans incurred pursuant to this Section 2.23, “Incremental Second Lien Term Loans”; each such increase or tranche, an “Incremental Facility”); provided that at the New Revolving time of each such request and upon the effectiveness of each Incremental Facility Amendment, no Default or Event of Default has occurred and is continuing or shall result therefrom. Notwithstanding anything to the contrary herein, without the consent of the Required Lenders, the aggregate amount of the Incremental Facilities shall not exceed, at any time, the greater of (x) the sum of (1) $50,000,000 minus (2) the aggregate amount of all Incremental Facilities (as defined in the First Lien Credit CommitmentsAgreement) established pursuant to the First Lien Dollar Basket prior to such time minus (3) the aggregate amount of all Incremental Second Lien Term Loans established prior to such time pursuant to this Section 2.23 (the amount available under this clause (x), the “Second Lien Dollar Basket”) and (y) such other amount (each such Incremental Revolving Credit CommitmentsFacility incurred under this clause (y), a “Ratio-Based Incremental Facility”; together ) so long as, upon the effectiveness of each Incremental Facility Amendment, the Total Leverage Ratio, determined on a Pro Forma Basis (after giving effect to any Pro Forma Transaction, including any acquisition consummated with the New proceeds of such Ratio-Based Incremental Facility), in each case, as if such Ratio-Based Incremental Facility had been outstanding on the last day of such Relevant Reference Period (provided that the Total Leverage Ratio shall be determined without netting the proceeds from the incurrence of such Ratio-Based Incremental Facility (it being understood, for the avoidance of doubt, that such proceeds, to the extent constituting cash or Cash Equivalents, may be netted for subsequent determinations of the Total Leverage Ratio)), shall not exceed 6.00:1.00. All Incremental Second Lien Term Loan Commitments Loans shall be in an integral multiple of $1,000,000 and the New Revolving Credit Commitments, the “New Loan Commitments”) by in an aggregate principal amount not in excess of the Maximum Incremental Facilities Amount in the aggregate and that is not less than $10,000,000 individually in the case of Incremental Second Lien Term Loans (or in each case such lesser minimum amount as (x) may be reasonably 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. In connection with the incurrence of any Indebtedness under this Section 2.14, at the request of the Administrative Agent, the Borrower 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 in reasonable detail and shall provide the calculations and basis therefor and, subject to reclassification as set forth in Section 10.1, classify such Indebtedness as being incurred under clause (i) or clause (ii) of the definition of Maximum Incremental Facilities Amount. 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, subject, if applicable, to the proviso to Section 2.14(b); provided that any Lender offered such amount may be less than the applicable minimum amount if such amount represents all the remaining availability under the Second Lien Dollar Basket or approached to provide all or a portion in respect of the New Loan Commitments may elect or decline, in its sole discretion, to provide a New Loan Commitment. In each case, on each applicable Increased Amount Date (subject to Section 1.12), such New Loan Commitments shall be subject to (i) no 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 Loan Commitments, as applicable, and subject to Section 1.12, (ii) 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(e), and (iii) the Borrower shall make any payments required pursuant to Section 2.11 in connection with the New Loan Commitments, as applicable. No Lender shall have any obligation to provide any Commitments pursuant to this Section 2.14(a). Any New Term Loans shall, at the election of the Borrower and agreed to by Lenders providing such New Loan Commitments, be 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. On and after the Increased Amount Date, Additional Revolving Credit Loans shall be designated a separate Series of Additional Revolving Credit Loans for all purposes of this AgreementRatio-Based Incremental Facilities.

Incremental Facilities. (aa)(i) The On or prior to the Tranche B Effective Date and solely in connection with the consummation of the Acquisition, the Borrower may, by written notice to Administrative Agentthe Agent (which notice shall be delivered not less than two Business Days prior to the Tranche B Effective Date, elect to unless the Agent shall otherwise agree), request the establishment of one or more (x) additional tranches new incremental term loan “B” commitments from some or all of the Initial Lenders (as defined in the Commitment Letter, referred to herein as the “Tranche B Incremental Lenders”) in an aggregate principal amount not to exceed the Tranche B Incremental Maximum Amount and substantially on the terms and subject to the conditions contemplated by the Commitment Letter, the fee letter referred to therein and with such changes thereof as may be provided for in the Tranche B Incremental Joinder (as defined below) (such new incremental term loans or increases in Term Loans of any Class (the commitments theretoloan “B” commitments, the “New Term Loan Tranche B Incremental Commitments” and such new incremental term “B” loans thereunder, the “Tranche B Incremental Loans”), ) and (y) increases an increase in Revolving Credit Commitments the Term Advances (which shall be implemented as an increase to the Term Facility and shall have identical terms as the Term Advances) from some or all of any Class the Lenders to become effective as of the Tranche B Effective Date in an aggregate principal amount not to exceed the Term Advance Increase Maximum Amount (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 Commitmentssuch increase, the “Incremental Revolving Credit CommitmentsTerm Advance Increase” and each Lender, if any, agreeing to participate in the Term Advance Increase, an “Increasing Term Lender”; together with ). It is agreed that, upon the New Term Loan Commitments and the New Revolving Credit Commitments, the “New Loan Commitments”) by an aggregate amount not in excess occurrence of the Maximum Incremental Facilities Amount in the aggregate and not less than $10,000,000 individually (or such lesser amount as Tranche B Effective Date, (x) may the obligations in respect of the Tranche B Incremental Facility and each of the other Obligations shall be approved secured and guaranteed on a pari passu basis consistent with the terms set forth in the Commitment Letter (subject to customary ordering of priorities of payments for amounts owing to the Agent and the like and other customary priority obligations) by the Administrative Agent or same collateral and guarantors and (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. In connection with the incurrence of any Indebtedness under this Section 2.14, at the request of the Administrative Agent, the Borrower 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 in reasonable detail and shall provide the calculations and basis therefor and, subject to reclassification as set forth in Section 10.1, classify such Indebtedness as being incurred under clause (i) or clause (ii) of the definition of Maximum Incremental Facilities Amount. 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, subject, if applicable, to the proviso to Section 2.14(b); 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, on each applicable Increased Amount Date (subject to Section 1.12), such New Loan Commitments shall be subject to (i) no 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 Loan Commitments, as applicable, and subject to Section 1.12, (ii) 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 Term Advance Increase shall be subject to the requirements set forth in Section 5.4(e), and (iii) same conditions contemplated by the Borrower shall make any payments required pursuant Commitment Letter with respect to Section 2.11 in connection with the New Loan Tranche B Incremental Commitments, as applicable. No Lender shall have any obligation to provide any Commitments pursuant to this Section 2.14(a). Any New Term Loans shall, at the election of the Borrower and agreed to by Lenders providing such New Loan Commitments, be 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. On and after the Increased Amount Date, Additional Revolving Credit Loans shall be designated a separate Series of Additional Revolving Credit Loans for all purposes of this Agreement.

Incremental Facilities. (a) The So long as no Event of Default under Subsection 9.1(a) or (f) exists or would arise therefrom, the Borrower mayshall have the right (on behalf of itself, by written notice or in the case of Incremental Loans the proceeds of which will be subject to Administrative Agentan escrow or other similar arrangement, elect an Escrow Subsidiary (any such Escrow Subsidiary, an “Escrow Borrower”)), at any time and from time to time after the Closing Date, (i) to request the establishment of new term loan commitments under one or more (x) additional tranches of new term loans or increases loan credit facilities to be included in Term Loans of any Class this Agreement (the commitments thereto, the “New Incremental Term Loan Commitments”), (yii) increases in Revolving Credit Commitments to increase the Existing Term Loans by requesting new term loan commitments to be added to an Existing Tranche of any Class Term Loans (the “New Revolving Credit Supplemental Term Loan Commitments”), and/or (ziii) additional tranches of Revolving Credit Commitments to request new commitments under one or more new revolving facilities to be included in this Agreement (the “Additional Incremental Revolving Commitments”, and each Lender providing Incremental Revolving Commitments, an “Incremental Revolving Lender”), and (iv) to request new letter of credit facility commitments under one or more new letter of credit facilities to be included in this Agreement (the “Incremental Letter of Credit Commitments” and, together with the New Incremental Term Loan Commitments, Supplemental Term Loan Commitments and the Incremental Revolving Credit Commitments, the “Incremental Revolving Credit Commitments”; together with ), provided that, (i) the New Term Loan aggregate amount of Incremental Commitments permitted pursuant to this Subsection 2.6 shall not exceed, at the time the respective Incremental Commitment becomes effective (and after giving effect to the Incurrence of Indebtedness in connection therewith and the New Revolving Credit Commitmentsapplication of proceeds of any such Indebtedness, the “New Loan Commitments”) by an aggregate amount not in excess of the Maximum Incremental Facilities Amount in the aggregate and not less than $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 including to such daterefinance other Indebtedness), which may an amount that could then be Incurred under this Agreement in compliance with Subsection 8.1(b)(i) and (ii) if any portion of an Incremental Commitment is to be incurred in Dollars, Euros or Pounds Sterling. In connection with the incurrence of any Indebtedness under this Section 2.14, at the request of the Administrative Agent, the Borrower 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 in reasonable detail and shall provide the calculations and basis therefor and, subject to reclassification as set forth in Section 10.1, classify such Indebtedness as being incurred under clause (i) or reliance on clause (ii) of the definition of “Maximum Incremental Facilities Amount”, the Borrower shall have delivered a certificate to the Administrative Agent, certifying compliance with the financial test set forth in such clause (together with calculations demonstrating compliance with such test). The Borrower may approach Any loans made in respect of any Lender or any Person such Incremental Commitment (other than a natural Person) to provide all or a portion of the New Supplemental Term Loan Commitments, subject, if applicable, ) shall be made by creating a new Tranche. Each Incremental Commitment made available pursuant to this Subsection 2.6 shall be in a minimum aggregate amount of at least $10,000,000 and in integral multiples of $5,000,000 in excess thereof (or such lower minimum amounts or multiples as agreed to by the proviso to Section 2.14(bAdministrative Agent in its reasonable discretion); provided that any Lender offered or approached such amount may be less than $10,000,000 if such amount represents the then remaining aggregate principal amount available to provide all or a portion of the New Loan Commitments may elect or decline, be Incurred in its sole discretion, to provide a New Loan Commitment. In each case, on each applicable Increased Amount Date (subject to Section 1.12compliance with Subsection 8.1(b)(i), such New Loan Commitments shall be subject to (i) no 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 Loan Commitments, as applicable, and subject to Section 1.12, (ii) 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(e), and (iii) the Borrower shall make any payments required pursuant to Section 2.11 in connection with the New Loan Commitments, as applicable. No Lender shall have any obligation to provide any Commitments pursuant to this Section 2.14(a). Any New Term Loans shall, at the election of the Borrower and agreed to by Lenders providing such New Loan Commitments, be 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. On and after the Increased Amount Date, Additional Revolving Credit Loans shall be designated a separate Series of Additional Revolving Credit Loans for all purposes of this Agreement.